Report of the board of directors on operations of AB S.A. in the financial year 2010/2011. for the period from 1 July 2010 to 30 June 2011

Transcription

1 Report of the board of directors on operations of AB S.A. in the financial year 2010/2011 for the period from 1 July 2010 to 30 June 2011 Wrocław, 31 October 2011

2 CONTENTS I) INTRODUCTION... 4 II) BASIC INFORMATION ON AB S.A Basic data Governing Bodies Board of Directors Supervisory Board Shareholding structure... 5 III) BASIC ECONOMIC AND FINANCIAL DATA Material events which impacted the company's operations Financial standing Revenue from sales. Sales results Profitability Assets Capital, reserves and liabilities Liquidity. Cash conversion cycle Cash flows IV) CORPORATE GOVERNANCE V) MATERIAL RISK FACTORS ASSOCIATED WITH COMPANY'S OPERATIONS risk of negative impact of macroeconomic situation on company's result Intense competition risk risk of changes in legal regulations and their interpretations interest rate risk foreign exchange rate risk risk of dependence on major suppliers risk of dependence on major clients risk associated with seasonality effect risk associated with inventories and accounts receivable risk associated with financial structure investment process risk Risk associated with shareholding structure risk of loss of key employees VI) COURT PROCEEDINGS, ARBITRATION PROCEEDINGS AND ADMINISTRATIVE PROCEEDINGS VII) KEY GOODS AND SERVICES VIII) MAIN MARKETS Domestic and foreign markets Sources of supplies Main clients IX) MATERIAL AGREEMENTS CONTRACTED BY AB S.A X) MANAGEMENT OR EQUITY LINKS WITH OTHER ENTITIES XI) MAJOR TRANSACTIONS EFFECTED BY COMPANY OR ITS SUBSIDIARIES WITH THE RELATED ENTITIES OTHERWISE THAN ON AN ARM'S LENGTH BASIS XII) CONTRACTED AND TERMINATED LOAN AGREEMENTS XIII) LOANS GRANTED XIV) EXTENDED AND RECEIVED SECURITIES AND GUARANTIES P a g e

3 XV) ISSUED CAPITAL PROCEEDS FROM THE ISSUE OF SHARES BY THE END OF THE REPORTING PERIOD XVI) EXPLANATION OF DIFFERENCES BETWEEN THE FINANCIAL RESULT DISCLOSED IN THE ANNUAL REPORT AND FORECASTS XVII) EVALUATION OF FINANCIAL RESOURCE MANAGEMENT AND ITS JUSTIFICATION XVIII) POSSIBILITY OF REALIZATION OF FORECAST INVESTMENTS, INCLUDING CAPITAL EXPENDITURE, TAKING ACCOUNT OF AVAILABEL FUNDS XIX) ASSESSMENT OF UNUSUAL FACTORS AND EVENTS WHICH AFFTECTED THE FINANCIAL RESULT XX) EXTERNAL AND INTERENAL FACTORS MATERIAL FOR DEVELOMENT OF THE COMPANY AND ITS DEVELOPMENT PERSPECTIVES XXI) CHANGES OF BASIC MANAGEMENT PRINCIPLES OF THE ISSUER S ENTERPRISE AND THE GROUP OF COMPANIES XXII) AGREEMENTS CONTRACTED BETWEEN ISSUER AND COMPANY EXECUTIVES, AGREEMENTS PROVIDING FOR PAYMENT OF COMPENSATION IN THE EVENT OF THEIR RESIGNATION OR TERMINATION WITHOUT VALID REASON OR IF THEIR DISMISSAL OR TERMINATION OR TERMINATION DUE TO TAKEOVER OF ISSUER XXIII) REMUNERATIONS, PRIZES OR BENEFITS, INCLUDING UNDER INCENTIVE PROGRAMMES OR SHARE-BASED BONUS PROGRAMMES XXIV) TOTAL NUMBER AND NOMINAL VALUE OF ISSUER S SHARES XXV) INFORMATION ON AGREEMENTS (INCLUDING AGREEMENTS CONTRACTED AFTER THE END OF THE REPORTING PERIOD) WHICH MAY RESULT IN CHAGES IN THE PROPORTIONS OF SHARES HELD BY SHAREHOLDERS AND BOUNDHOLDERS XXVI) INFORMATION ON EMPLOYEE STOCK OWNERSHIP PLAN CONTROL SYSTEM XXVII) INFORMATION ON ENTITY AUTHORISED TO AUDIT FINANCIAL STATEMENTS Information on entity authorised to audit the financial statements Date of agreement for auditing financial statements Compensation of entity authorised to audit financial statements P a g e

4 I) INTRODUCTION This report of the Board of Directors on the operations of AB S.A. for the period from 1 July 2010 to 30 June 2011 has been prepared pursuant to the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Journal of Laws No. 33 item 259 as amended). II) BASIC INFORMATION ON AB S.A. 1. BASIC DATA AB S.A. was incorporated under a Notary Deed of 24 September 1998 and entered into the National Court Register kept for Wrocław - Fabryczna, 6th Commercial Division of the National Court Register under number KRS The Company bears statistical number REGON The registered office of the Company is located at ul. Kościerzyńska 32, Wrocław, Poland. The business objects of the Company in accordance with the Company's Statutes are trading and services. AB S.A. is a parent company in a group of companies. 2. GOVERNING BODIES 2.1 Board of Directors The composition of the Board of Directors of AB S.A. as at 30 June 2011 was as follows: Andrzej Przybyło President of the Board Krzysztof Kucharski Board Member Zbigniew Mądry Board Member, Commercial Director Grzegorz Ochędzan Board Member, Head of Finance In the reporting period, on 30 September 2010 the Supervisory Board of AB S.A. appointed a new Board Member Mr Krzysztof Kucharski. The composition of the Board of Directors has not changed by the date of publishing this report. 2.2 Supervisory Board The composition of the Supervisory Board of AB S.A. as at 30 June 2011 was as follows: Iwona Przybyło 4 P a g e

5 Jacek Łapiński Jan Łapiński Radosław Kiełbasiński Andrzej Bator Katarzyna Jażdrzyk Throughout the reporting period until the date of publishing the report the composition of the Supervisory Board has not changed. 3. SHAREHOLDING STRUCTURE The shareholders who as at 30 June 2011 had a right to more than 5% of total votes at the General Meeting of Shareholders of AB S.A. were: As at Number of shares Shareholding structure by no. of shares Number of votes Shareholding structure by no. of votes Andrzej Przybyło % % Iwona Przybyło % % Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK % % Aviva Investors Poland S.A % % ING TFI S.A % % PZU Asset Management S.A % % Other % % Total % % In accordance with the decision of the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register dated 15 June 2011 regarding registration of the increase of the share capital of the Issuer, the Company's share capital was increased from the amount of PLN to the amount of PLN The share capital was increased as a result of the issue of series K shares of the nominal value of PLN 1 each. The above changes affected the Company's shareholding structure and the number of votes in the total number of votes. In the period from the filing date of the Q4 report to the date of publishing this report the following changes regarding the shareholdings of major shareholders and number of votes at the General Meeting took place: ING TFI S.A.,following the disposal of the shares of the Company on 16 September 2011, the number of shares held by the entity decreased from pieces representing 5.58% of the Company's share capital to pieces representing 2.14% of the Company s share capital and 1.99% of the total voting rights at the General Meeting of Shareholders. 5 P a g e

6 ING Otwarty Fundusz Emerytalny, as a result of share purchases after the end of the reporting period increased the number of shares held to pieces representing 14.03% of the share capital and % in the total number of votes. On 5 October 2011 PKO BP OFE exceeded a 5% threshold with shares, holding a stake of 5.45% with respect to the number of shares and 5.05% share in the total number of votes at the General Meeting of Shareholders. As at the date of publishing the report the list of the major shareholders was as follows: As at Number of shares Shareholding structure by no. of shares Number of votes Shareholding structure by no. of votes Andrzej Przybyło % % Iwona Przybyło % % Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK % % Aviva Investors Poland S.A % % ING OFE % % PZU Asset Management S.A % % PKO BP OFE % % Other % % Total % % III) BASIC ECONOMIC AND FINANCIAL DATA 1. MATERIAL EVENTS WHICH IMPACTED THE COMPANY'S OPERATIONS Consumer demand in the IT market is dependent on the macroeconomic situation in Poland and in the world. Over the past years many countries recorded a significant slow-down with a looming threat of the next wave of the crisis. Despite continuing economic challenges Poland has maintained a positive economic growth rate hence the demand for IT equipment in the first half of the financial year started to grow. There was a gradual increase in the spending of business clients thanks to which the sales of the Company to system integrators grew by 168% (in Q4 by 177%) whilst the sales of branded personal computers by 114%. (in Q4 by 143%). In the past financial year the Group achieved a significant increase not only in its revenues but also in its net income, chiefly due to efficiency of business operations and continuous streamlining of business processes. Among others, the Group concluded the implementation of an ERP system in the headquarters of AB in Poland with further rollouts expected in the Company's branches in the Czech Republic and in Slovakia. The Company also continued to improve logistic processes, optimize costs and management of product lines and foreign exchange risk at the group level. 6 P a g e

7 AB S.A.'s development strategy assumes maintaining its market position and focused development while ensuring financial security of the respective group companies. In 2007, the Group acquired AT Computers Holding a.s., a Czech company, incorporating, inter alia, one of the leading Czech distributors. This further strengthened overall market position of AB while the transaction as such (acquisition was financed from the Company's funds acquired in the issue of shares) further strengthened the financial position of the Company and the whole Group. Following the acquisitions, the Group introduces synergies and unifications on various organizational and market levels with a view to strengthen the Group's market and financial standing. The defined and implemented development directions are currently correlated with the development of the entire group of companies in which AB, as the dominant entity, plays a key and strategic role. The activities of the Company are conducted in an environment marked by high volatility in demand resulting from the overall economic situation. With this in mind, the Company assumes further development based on the following pillars: 1. low costs of sale and general administrative expenses low cost base ensures greater flexibility in activities and thereby boosts the Company resilience to negative trends in demand; 2. market activity is based on a wide portfolio of customers and the run-rate-business principle i.e. daily sales to the customers the Company has a diversified customer base, the concentration of sales to the largest client does not exceed 10%; 3. a wide base of regular commercial partners to whom the Company extends trade limits, which are insured with Atradius. The Company operating as part of the Group consistently consolidates is leading position in the CEE area. The Company operates in a stable and predictable manner and enters into distribution agreements with major manufacturers of computers, computer equipment and consumer electronics. A major factor which determining the development of the Company and the delivery of its plans in the next financial year will be the impact of the global economic crisis on the economic development in the CEE region. The Company developed tools for the identification and management of risk and takes targeted measures to conducts its business activities in the next financial period in an efficient and effective manner. Treasury Shares Redemption Programme Pursuant to Resolution No. 1/2008 of the Extraordinary General Meeting of Shareholders of 19 August 2008 the repurchase of treasury shares under the Treasury Shares Repurchase Programme was concluded on 31 December As at 30 June 2011 the Company held a total of of treasury shares, representing 0.9% of the share capital of the Company and carrying a right to votes, i.e. 0.83% of the total number of votes at the General Meeting of Shareholders. 2. FINANCIAL STANDING AB S.A. is one of the largest and fastest growing distribution companies in the IT market in Poland. This has been attested both by an increase in sales revenues, the sales of AB grew twice as fast as the market, as well as the Company's profitability. 7 P a g e

8 Just as in the previous reporting periods, the factors which have a key impact on the financial standing of AB S.A. include: maintaining a high level of turnover; growth in profitability measured as the Group's operating result; decrease in the ratio of the Company's cost of sales and general administrative expenses to total sale revenues. 2.1 Revenue from sales. Sales results. In the past financial year AB S.A. generated historical-high turnover in excess of PLN 2 billion, which represents a 35% year-on-year increase. The increase in revenues was accompanied by a proportionate increase in operating expenses. Such a level of sales against economic turmoil was made possible due to enlarging the product offering and close cooperation with commercial partners, supported by AB also as regards business. Revenue from sales PLN '000 8 P a g e

9 Operating expenses PLN '000 PLN '000 Gross profit from sales increased by 30% as compared to the previous financial year, however it did not exceed the 2008/2009 result. This is the effect of the exchange rates of USD against PLN and EUR against PLN in the years 2008/2009 and 2010/2011. In the reporting period the PLN appreciated, consequently the gross sales margin was relatively lower. This was compensated by financial income (resulting from foreign exchange gains). Gross profit from sales PLN '000 The operating results, with reduced impact of variability in foreign exchange profit on the gross margin, is increasing year-on-year. 9 P a g e

10 Profit from business activities The net profit posted by the Company totalled PLN million. Such a high level of net profit was the result of increased turnover, wider product offering and optimisation of cost of sales. The 90% growth rate in net profit was the effect of a dispute with Raiffeisen Bank Polska S.A. which on 30 December 2010 was adjudicated in favour of AB S.A., consequently the disputed amount of PLN together with accrued interest was refunded to the Company and the provisions booked in the financial year 2008/2009 were released. The result, excluding one-off events, is as much as 50% higher than last year. Net profit PLN '000 PLN '000 In the past financial year the Company yet again succeeded to decrease the share of its general administrative expenses and costs of sales in revenues and attained a result of just 1.67%. 10 P a g e

11 This, in the opinion of the Board, is the basic gauge of the operational efficiency and financial discipline of a distribution company. Cost structure Costs of sales General administrative expenses 2.2 Profitability In the reporting period gross profit from sales and operating profit remained on the same levels as last year. The situation on foreign exchange markets (described above in section 2.1) had a significant impact on the margins. As regards operating profit margin ratio (at this level the impact of foreign exchange rates has been reduced), in the reporting period it equalled to 2.06% (after elimination of one-off events: 1.68%) which is much higher than in the corresponding period last year. 11 P a g e

12 Operating result Operating profit margin In the financial year 2010/2011 the Company has improved its ROE ratio as against the comparable period last year from 9.49% to 15.5%. ROA increased to the level of 6.14% as compared to 3.86% in the corresponding period last year. Both ratios prove that the Company continues positive trends from the past years, which attests the effectiveness of the development strategy pursued by the board of directors. The development strategy provides for streamlining business processes and identifying high-margin market niches. 12 P a g e

13 2.3 Assets As at 30 June 2011 the Company achieved a considerable growth (19%) in its assets. Current assets represented 71.8% of the balance sheet total, which is an increase by more than PLN 93 million, whilst property, plant and equipment grew by over PLN 11 million. The increase in current assets is a consequence of a dynamic growth in revenues from sales and, consequently, the balance of inventories and trade receivables. 13 P a g e

14 Assets PLN '000 Current assets Property, plant& equipment Structure of assets Current assets Property, plant& equipment The analysis of the structure of current assets evidences that the share of inventories and receivables has remained on a stable level. Their shares account for, respectively 47.6% (2% increase against 2009/2010) and 50.2% (decrease by 0.5%). 14 P a g e

15 Current assets Short-term prepayments& accruals PLN '000 Short-term receivables Inventories Structure of current assets Short-term prepayments& accruals Short-term investments Short-term receivables Inventories 2.4 Capital, reserves and liabilities There were no material changes in the structure of liabilities in the year 2010/2011. The Company recorded a slight decrease in the equity to assets ratio (39.50% as against 40.66% last year), consequently the share of liabilities in total liabilities and equity of the Company grew by 1.2%. The Company has a stable structure of sources of financing. In the reporting period the Company improved its constant capital to property, plant and equipment ratio which amounted to P a g e

16 Liabilities Prepayments &accruals Short-term liabilities PLN '000 Long-term liabilities Provisions for liabilities Equity Structure of liabilities Prepayments &accruals Short-term liabilities Long-term liabilities Provisions for liabilities Equity 2.5 Liquidity. Cash conversion cycle The Group has maintained full capability to settle its current debt obligations. Liquidity ratios vary only slightly from the values presented in the past years. Current liquidity equalled to 1.2 whereas quick ratio P a g e

17 Cash conversion ratios as at 30 June 2011 also remained on steady, stable levels: inventory conversion period decreased by one (1) day as compared to the corresponding period last year. Likewise, the receivables conversion period was decreased by three (3) days while the payables settlement period decreased from 44 days as at the end of June 2010 to 40 days as at 30 June The above changes have not affected the working capital cycle, which has remained at an unchanged level of 36 days. Liquidity ratios dynamics Current ratio Quick ratio Cash conversion dynamics Days Inventory conversion Receivables conversion Payables conversion Methodology applied in calculation of the foregoing ratios: Current ratio: Current assets/ Short-term liabilities Quick ratio: (Current assets inventories) / Short term liabilities Inventory conversion period: (Inventories/Revenue from sale) x 365 Receivables conversion period: (Receivables/Revenue from sale) x 365 Payables conversion period: (Trade liabilities/revenue from sales) x Cash flows In the financial year 2010/2011 the AB S.A. generated negative consolidated cash flows in the amount of PLN thousand million which included negative cash flows from operating 17 P a g e

18 activities, negative cash flows from investing activities and positive cash flows from financing activities. Negative operating cash flows are the effect of the operating cycle characteristic of distribution activities whereby the period of inventory turnover and collecting payments by the Company is shorter than the time in which obligations become due. Hence negative cash flows resulting from increase in current assets are not normally compensated by the corresponding cash flows from increase in trade receivables, specifically in the case of material growth in turnover and market share. It should be noted though that the Company has maintained a secure level of solvency and that such structure of cash flows is characteristic of enterprises operating on the distribution market where distributors take over a part of logistic and financial functions of a manufacturer, trading in large volumes of goods in highly competitive market conditions. Cash flows Operating activities PLN '000 Investment activities Financing activities IV) CORPORATE GOVERNANCE AB S.A. applies corporate governance principles entitled "Code of Best Practice for WSE Listed Companies" which were adopted by the Warsaw Stock Exchange Supervisory Board on 4 July 2007 and amended by Resolution of the Supervisory Board No.17/1249/2010 on 19 May The full text of the applicable code of best practice is available at the website of the Warsaw Stock Exchange in the section devoted to Corporate Governance: 18 P a g e

19 V) MATERIAL RISK FACTORS ASSOCIATED WITH COMPANY'S OPERATIONS The risks that the Company is exposed to are related to the environment in which it operates (risk associated with macroeconomic situation, risk associated with intense competition, changes of legal regulations and their interpretations) as well as with the characteristics of its operations (foreign exchange risk, risk of dependency from main suppliers and clients, risk of seasonality of sales, risk associated with inventories and accounts receivable, investment risk, shareholding structure risk, risk of losing key employees). The key factors affecting the situation of the Company include the macroeconomic situation, intense market competition and foreign exchange risk. The impact of the respective factors along with the measures the Group applies to mitigate them have been detailed below. 1. RISK OF NEGATIVE IMPACT OF MACROECONOMIC SITUATION ON COMPANY'S RESULT Consumption depends of the economy's growth dynamics and the overall perception of the amount of current and future revenues of households and profits of entrepreneurs. These revenues and profits impact also purchase volumes of IT equipment. Consequently, sales result in the whole market sector largely dependent on the overall economic situation. A steady GDP growth dynamics resulted in growth in sales volumes in the whole market sector. The reversal of this positive trend brought about a drop in consumption, including the consumption of IT products, which impacted revenues. To minimize any negative effects of the economic challenges, the Company has taken a number of measures to expand its product offering. Additionally, the Company continues to pursue a stringent cost management policy. 2. INTENSE COMPETITION RISK AB S.A. operates in a highly competitive market sector. Intense competition coupled with growing saturation of this market sector may potentially impact margins and, consequently, may have a negative impact on the level of revenues and profits generated by the Company. Another risk factor identified by the board of directors is potential new players on the distribution market, which may also affect the Group's results. Aggressive sales policy of the largest players in the Polish distribution market may as well have a negative effect on the Company's financial result. 3. RISK OF CHANGES IN LEGAL REGULATIONS AND THEIR INTERPRETATIONS Any changes of laws or their interpretations, specifically tax law, business operations laws, labour law and social insurance law as well as regulations applicable to securities may have a negative effect on the Company. The most frequent and dangerous changes are changes in the interpretation of tax laws. There is no consistency in the practices of tax authorities and judicature concerning taxes. A difference in the interpretation of tax law between tax authorities and the Company may imply serious negative consequences for the financial standing of the Company, impacting its financial result and development prospects. The risk of changes in legal 19 P a g e

20 regulations includes also a possibility of unfavourable court decisions in the pending court or administrative proceedings. 4. INTEREST RATE RISK Due to the specific characteristics of the operating cycle of distribution companies, whereby the time needed for disposal of inventories and receipt of payments is longer than period for payment of liabilities, the Company must use external sources of funding. An increase in base rates may result in the decrease of profitability generated by the Company. 5. FOREIGN EXCHANGE RATE RISK The main suppliers of the Group are international manufacturers of IT equipment and consumer electronics. The settlements with the suppliers are effected mainly in foreign currencies (EUR and USD) while practically whole sales is effected in Poland in PLN. Despite of the Company's foreign exchange risk management policy whereby the Company effects foreign exchange forward transactions, the Company is exposed to foreign exchange risk associated with the settlement of trade liabilities towards its suppliers. Due to significant variability in EUR and USD exchange rates, the Company is exposed to high FX risk. 6. RISK OF DEPENDENCE ON MAJOR SUPPLIERS AB S.A. cooperates directly with the global IT solution leaders. The risk associated with dependency on key suppliers is related to their significant share in the supply structure of the Company. A loss of a major suppliers could, in a short-term perspective, affect the Company's sales result in the particular product groups and thus the Company's overall financial result. 7. RISK OF DEPENDENCE ON MAJOR CLIENTS The Company has a diversified client base. Some of the Company's clients may however opt to cut the supply chain. Large retail chains may e.g. try to purchase goods directly from manufacturers, skipping distributors such as AB S.A. Small and medium retail clients may combine their purchasing powers to negotiate more favourable terms of deliveries. This may pose a risk of losing a part of clients which effectively may impact sales volumes and the Company's financial result. AB S.A. mitigates this type of risk by participating in creating a retail chain of digital technologies managed by Alsen Sp. z o.o. 8. RISK ASSOCIATED WITH SEASONALITY EFFECT Sales volumes generated by the Company, as is the case for other entities operating in the IT market, are subject to fluctuations resulting from seasonality in demand. The demand reaches its highest level in the last quarter of a calendar year and sales during that period may represent up 20 P a g e

21 to 35% of the total annual sales result. Consequently it is impossible to assess the Company's exact standing or estimate the end-of-year result based on quarterly results. 9. RISK ASSOCIATED WITH INVENTORIES AND ACCOUNTS RECEIVABLE Trade receivables represent 34% of the balance sheet total of AB S.A. Significant share of trade receivables results from the nature of the Company s operations. The Company sells its products against a credit limit with a defined payment date. Every credit limit is defined individually based on the available financial data, guarantors and collateral provided, based on the available methods of assessing credit worthiness. The standing of every client is closely monitored and in the event of any signals that the repayment of receivables may be at risk, the Group immediately initiates collection activities. Despite of its monitoring policy and effective system of valuating clients' creditworthiness, the Group is still exposed to a risk of insolvency of its clients and the resulting loss. To significantly mitigate credit risk, the Company has entered into an insurance contract with Atradius Credit Insurance Polska covering trade receivables. This contract covers the Company's receivables in the Polish market. This significantly mitigates the risk of loss due to insolvency or prolonged default in payment. As at 30 June 2011 the receivables covered with the insurance accounted for 94.32% of trade receivables. 10. RISK ASSOCIATED WITH FINANCIAL STRUCTURE The Company uses external sources of founding in the form of bank loans, mainly short-term working capital loans, which are used to finance its ongoing operations. In April 2011 the Company renewed a working capital loan with Kredyt Bank for a subsequent annual period. The Company has also renewed agreements with BPH S.A. under which the final payment date of all advances is 31 March 2012 and with PEKAO S.A. valid until 15 March INVESTMENT PROCESS RISK The Company does not plan any major investments in the financial year 2011/2012, save for replacement investments. The Company's chief principle in every investment project is that all investment decisions are first planned in detail in business plans and cash-flow projections. This enables the Group to minimise liquidity risk and investment operations risk. 12. RISK ASSOCIATED WITH SHAREHOLDING STRUCTURE Following the Public Offering, Ms Iwona Przybyło and Mr Andrzej Przybyło held 31.6% of the total number of votes at the General Meeting of Shareholders and thus maintained a significant control over the Company and a decisive impact on the Company s operations and strategic decisions. Moreover, in accordance with Art.12.4a of the Company's Statutes Ms Iwona Przybyło and Mr Andrzej Przybyło are authorised to appoint and dismiss one member of the Supervisory Board. 21 P a g e

22 13. RISK OF LOSS OF KEY EMPLOYEES The development perspectives of AB S.A. depend largely on the stability of employment among highly qualified employees and executive staff. In the case of the expansion, the Company may recruit additional employees with relevant experience and expertise. The Group is exposed to a risk of a drop in the efficiency of distribution in the case of loss of key employees. In such a situation a prompt recruitment of new employees with the relevant qualifications may not be easy or it may involve significant costs. VI) COURT PROCEEDINGS, ARBITRATION PROCEEDINGS AND ADMINISTRATIVE PROCEEDINGS AB S.A. is not a party to any court proceedings, arbitration proceedings or administrative proceedings regarding its obligations or liabilities the value of which (individual or total) exceeds 10% of the Group's equity. VII) KEY GOODS AND SERVICES The Company has expanded its product offering by, among others, Lenovo products, one of the most popular computer brands in Poland, ADATA, BLOW (manufacturer of advanced multimedia devices for cars), Optoma devices and wireless networks components manufactured by Ubiquiti Networks as well as household devices. In October 2010, TB Print started to market regenerated print inks and toners. The launch of the brand was accompanied by a nationwide promotional campaign in the press and Internet. The products were supplied to stores in a new packaging and with a new logo. In its new product portfolio TB Print offers inks and toners with their high parameters and quality attested by international ISO certificates, among others ISO 14001:2005. Select materials were granted efficiency certificates which are awarded by the Wrocław University of Technology. The laboratory of the Faculty of Electronics of the Wrocław University of Technology tested cartridges against ISO/IEC standards. The sales structure in the last financial year was as follows: the largest share in the sales of goods was represented by off-the-shelf solutions (notebooks, servers and PCs) and totalled 32.88% (as compared to 35.77% in the last year), the next largest group of products sold was consumer electronics (including mobile phones) which delivered the highest increase of more than 8% to reach 21% share in total sales. The next largest groups were: computer component parts with 15.50% share (15.74% last year); peripheral devices (monitors, scanners, printers) with 15.27% share in sales (decrease by 2% as against last year); consumables 10.72% (against 12.35% last year) and software representing 4.18% of total sales (5.53% last year). Computer accessories and household equipment represented less than 1% of total sales. 22 P a g e

23 VIII) MAIN MARKETS 1. DOMESTIC AND FOREIGN MARKETS In the financial year 2010/2011 AB S.A. maintained sales trends from the past years. With a dominant share of domestic sales i.e. 88%. The share of export sales in total sales accounted for 12% (decrease by 3% as against last year). 2. SOURCES OF SUPPLIES AB cooperates with global IT solution leaders providing the Group with access to cutting-edge technologies. The Group cooperates closely with manufacturers of computer equipment and software. The chief supplier of the Group, as in the last year, is HP Europe BV. This largest supplier had 18.3% share in total supplies (drop by 4% as compared to the previous year). The second largest supplier, Samsung Electronics Poland, provided in the past year 11.6% of total purchase. The third largest supplier (ASUS Technology PTE. Limited) held 11.5% share in total purchases. Supplier number 4, High Tech Computer Corp., reaching the level of 10.7%. Close cooperation with Supplier number 1 results from its dominant position on the IT markets (printers, personal computers, servers, notebooks). Significant position of Supplier number 2 resulted from a strong position of the manufacturer of notebooks, mobile phones, while Supplier number 3 enjoys a leading position on the mobile computers market. Supplier number 4 is a leading manufacturer of telephones and smart phones. At the same time every group of products supplied by the above vendors is fully replaceable by the products of other manufacturers. The structure of the suppliers of the Company is significantly fragmented (in the financial year the Company had approximately 300 suppliers). The Company does not depend on any single counterparty in a manner that would jeopardize its further operations if cooperation with any single supplier was terminated. 3. MAIN CLIENTS The Company's client base is dispersed and diversified. Most of the Company's clients have a share in sales below 1%. In the financial year the Company did not have any clients whose share in sales would exceed 10%. The share of the largest client in total sales equalled to 6.3% while ten largest clients generated in total 35.5%% of the total revenue from sales. The total number of customers of AB exceeded 6 thousand. IX) MATERIAL AGREEMENTS CONTRACTED BY AB S.A. When identifying major agreements AB S.A. takes into consideration two criteria: - the criterion of 10% share in equity for the agreements which have a material effect on the value of assets and liabilities (carrying values); 23 P a g e

24 - the criterion of 10% share in the value of revenues for the period of the last four quarters of the financial year for the agreements which have a material effect on the revenues and costs in the period (this concerns mainly distribution agreements). In accordance with the foregoing criteria, in the period for which this report has been prepared, the Company entities were a party to the following material agreements: Agreement of 1 March 2000 contracted with Intel Polska Development Inc. with its registered office in Santa Clara (USA) The subject matter of the agreement is distribution of products, services and software manufactured by Intel Polska Development Inc. Intel Polska Development Inc. is obliged to provide AB S.A. with technical training materials, sales support, data spreadsheets and user manuals for products and software and AB S.A. is responsible for the translation of all the foregoing materials, which is subsequently evaluated and approved by Intel Polska Development Inc. Intel Polska Development Inc. has a right to modify at any time, without any notice or liability, all documents related to the said agreement and concerning the terms and conditions of sale, practices and principles regulating relations between the parties to the said agreement and distributor prices. The selling prices set out by Intel Polska Development Inc. in the "Distributor Pricelist" are indicative and AB S.A. has a right to define its own selling prices as well as terms and conditions of sale. In the event that Intel Polska Development Inc. introduces any modifications in a form, intended use of functionality of goods which will make such goods unsellable in the opinion of Intel Polska Development Inc., then Intel Polska Development Inc. will repurchase such goods at net the price paid by AB S.A. and the Company will have 30 days to return the products. The agreement has been concluded for a definite period of one (1) year and shall be renewed every year for the subsequent annual periods unless, before the expiry of the agreement, one party informs the other party on its intention not to renew the agreement at least thirty (30) days prior to the renewal date (termination clause). The agreement may be terminated by any party after the lapse of at least sixty (60) days of the date of notifying the other party, at any time and for any reason or without a reason, without any liability. The agreement may be terminated by any party with the effect after thirty (30) days of the date of notifying the other party in the case of: material breach of the terms of the said agreement by the other party, change of control taking place in the other company, the other party's bankruptcy or insolvency or being otherwise unable to settle its obligations. The agreement may be terminated by Intel Polska Development Inc. without any notice, in particular in the event of: material breach of legal or contractual obligations on the part of AB S.A. and in particular in the event that AB S.A. sells fake or differently branded processors of Intel Polska Development Inc., 24 P a g e

25 all acts of default on the part of AB S.A. which are highly detrimental to the interests of Intel Polska Development Inc., in particular unlawful disclosure of information or trade secrets of Intel Polska Development Inc. In January 2006 as a result of reorganisation, Intel Polska Development Inc. changed its business name into Intel Corporation (UK) Ltd. Agreement of 6 October 2003 contracted with Hewlett-Packard Polska Sp. z o.o. with its registered office in Warsaw The subject matter of the agreement is appointing AB S.A. authorised partner of CPD (Channel Development Partner). AB S.A. shall have a right, upon consent of Hewlett-Packard Polska Sp. z o.o. and with consideration to its standards, use the trademarks of Hewlett-Packard Polska Sp. z o.o. AB S.A. shall not use or register a trademark which will is in conflict with other trademarks. The agreement has been contracted for an indefinite period. AB S.A. has a right to terminate the agreement at any time. Hewlett-Packard Polska Sp. z o.o. has a right to terminate the agreement in the event that AB S.A. breaches its provisions and does not repair the resulting damages upon thirty-day notice, and if Hewlett-Packard Polska Sp. z o.o. modifies the conditions of all agreements of this type, the agreement may be terminated upon sixty-day notice. Each party has a right to terminate the agreement with an immediate effect in the event of insolvency or instigation of bankruptcy proceedings against the other party. Agreement of 6 October 2003 contracted with Hewlett-Packard Polska Sp. z o.o. with its registered office in Warsaw The subject matter of the agreement is appointing AB S.A. authorised partner of LSP (Logistic Service Partner). AB S.A. shall have a right, upon consent of Hewlett-Packard Polska Sp. z o.o. and with consideration to its standards, use the trademarks of Hewlett-Packard Polska Sp. z o.o. AB S.A. shall not use or register a trademark which will is in conflict with other trademarks. The agreement has been contracted for an indefinite period. AB S.A. has a right to terminate the agreement at any time. Hewlett-Packard Polska Sp. z o.o. has a right to terminate the agreement in the event that AB S.A. breaches its provisions and does not repair the resulting damages upon thirty-day notice, and if Hewlett-Packard Polska Sp. z o.o. modifies the conditions of all agreements of this type, the agreement may be terminated upon sixty-day notice. Each party has a right to terminate the agreement with an immediate effect in the event of insolvency or instigation of bankruptcy proceedings against the other party. Agreement of 1 January 2005 contracted with Buhl Data Service GmbH with its registered office in Neunkirchen (Germany) The subject matter of the agreement is defining the terms and conditions of cooperation, including loyalty bonus and bonus for an increase in sales for all transactions of sale of products through an intermediary of Buhl Data Service GmbH in the territory of operations of an authorised partner of Microsoft (DSP Delivery Service Partner). The bonus does not apply to costs of transport, one-off costs or other costs. Under the agreement AB S.A. may return excess 25 P a g e

26 inventory and obsolete products to Buhl Data Service GmbH. The agreement has been contracted for an indefinite period. Each party has a right to terminate the agreement effective at the end of a month, upon fourteen - day notice. Commercial agreement of 2 January 2006 contracted with Media Saturn Holding Polska Sp. z o.o. (formerly Media Markt Sp. z o.o.) with its registered offcie in Warsaw and Media Markt Polska Sp. z o.o. Bielsko Biała Sp.k., Media Markt Polska Sp. z o.o. Bydgoszcz Sp.k., Media Markt Polska Sp. z o.o. Chorzów Sp.k., Media Markt Polska Sp. z o.o. Czeladź Sp.k., Media Markt Polska Sp. z o.o. Częstochowa Sp.k., Media Markt Polska Sp. z o.o. Gdańsk I Sp.k., Media Markt Polska Sp. z o.o. Katowice I Sp.k., Media Markt Polska Sp. z o.o. Kielce Sp.k., Media Markt Polska Sp. z o.o. Kraków I Sp.k., Media Markt Polska Sp. z o.o. Łódź I Sp.k., Media Markt Polska Sp. z o.o. Łódź II Sp.k., Media Markt Polska Sp. z o.o. Lublin Sp.k., Media Markt Polska Sp. z o.o. Warszawa I Sp.k., Media Markt Polska Sp. z o.o. Olsztyn Sp.k., Media Markt Polska Sp. z o.o. Opole Sp.k., Media Markt Polska Sp. z o.o. Poznań I Sp.k., Media Markt Polska Sp. z o.o. Poznań II Sp.k., Media Markt Polska Sp. z o.o. Radom Sp.k., Media Markt Polska Sp. z o.o. Rybnik Sp.k., Media Markt Polska Sp. z o.o. Rzeszów Sp.k., Media Markt Polska Sp. z o.o. Szczecin Sp.k., Media Markt Polska Sp. z o.o. Toruń Sp.k., Media Markt Polska Sp. z o.o. Warszawa II Sp.k., Media Markt Polska Sp. z o.o. Warszawa III Sp.k., Media Markt Polska Sp. z o.o. Warszawa IV Sp.k., Media Markt Polska Sp. z o.o. Wrocław I Sp.k., Media Markt Polska Sp. z o.o. Wrocław II Sp.k., Media Markt Polska Sp. z o.o. Zabrze Sp.k., Saturn Planet Sp. z o.o. Warszawa Sp.k. oraz Saturn Planet Sp. z o.o. Warszawa II Sp.k., Saturn Planet Sp. z o.o. Katowice I Sp.k. with its registered office in Warsaw (Clients) The agreement sets forth the terms and conditions of business cooperation covering the full range of products provided by AB S.A. to its clients. The clients are entitled to the following bonuses in the amounts as specified in detail in the said agreement: conditional quarterly bonus, contingent on whether the company generates or exceeds a specific level of turnover, bonus for increase in turnover and annual conditional bonus, contingent on whether the company achieves or exceeds a pre-defined level of turnover in a given year. The agreement has been contracted for an indefinite period. The parties have a right to negotiate business terms and conditions to be in effect in the following year. In the event that the parties do not agree on business terms and conditions to be in effect in the following calendar year, each party has a right to terminate the agreement upon fourteen-day notice. Marketing agreement of 2 January 2006 contracted with Media Saturn Holding Polska Sp. z o.o. (formerly Media Markt Sp. z o.o.) with its registered offcie in Warsaw and Media Markt Polska Sp. z o.o. Bielsko Biała Sp.k., Media Markt Polska Sp. z o.o. Bydgoszcz Sp.k., Media Markt Polska Sp. z o.o. Chorzów Sp.k., Media Markt Polska Sp. z o.o. Czeladź Sp.k., Media Markt Polska Sp. z o.o. Częstochowa Sp.k., Media Markt Polska Sp. z o.o. Gdańsk I Sp.k., Media Markt Polska Sp. z o.o. Katowice I Sp.k., Media Markt Polska Sp. z o.o. Kielce Sp.k., Media Markt Polska Sp. z o.o. Kraków I Sp.k., Media 26 P a g e

27 Markt Polska Sp. z o.o. Łódź I Sp.k., Media Markt Polska Sp. z o.o. Łódź II Sp.k., Media Markt Polska Sp. z o.o. Lublin Sp.k., Media Markt Polska Sp. z o.o. Warszawa I Sp.k., Media Markt Polska Sp. z o.o. Olsztyn Sp.k., Media Markt Polska Sp. z o.o. Opole Sp.k., Media Markt Polska Sp. z o.o. Poznań I Sp.k., Media Markt Polska Sp. z o.o. Poznań II Sp.k., Media Markt Polska Sp. z o.o. Radom Sp.k., Media Markt Polska Sp. z o.o. Rybnik Sp.k., Media Markt Polska Sp. z o.o. Rzeszów Sp.k., Media Markt Polska Sp. z o.o. Szczecin Sp.k., Media Markt Polska Sp. z o.o. Toruń Sp.k., Media Markt Polska Sp. z o.o. Warszawa II Sp.k., Media Markt Polska Sp. z o.o. Warszawa III Sp.k., Media Markt Polska Sp. z o.o. Warszawa IV Sp.k., Media Markt Polska Sp. z o.o. Wrocław I Sp.k., Media Markt Polska Sp. z o.o. Wrocław II Sp.k., Media Markt Polska Sp. z o.o. Zabrze Sp.k., Saturn Planet Sp. z o.o. Warszawa Sp.k. oraz Saturn Planet Sp. z o.o. Warszawa II Sp.k., Saturn Planet Sp. z o.o. Katowice I Sp.k. with its registered office in Warsaw (Clients) The agreement sets forth the terms and conditions and the manner of providing marketing and advertising services to AB S.A. by its clients. Each client has been obliged under an agreement to render on a continuous basis marketing and advertising services, including specifically printing of materials. The agreement is effective in the whole country. The parties may enter into separate agreements of a similar nature effective in a given region. The agreement has been concluded for an indefinite period. The parities have a right to negotiate business terms and conditions to be in effect in the following calendar year. In the event that the parties do not agree on business terms and conditions to be in effect in the following calendar year, each party has a right to terminate the agreement upon fourteen-day notice. Agreement of 20 March 2006 contracted with Microsoft Ireland Operations Limited with its registered office in Dublin (Republic of Ireland) Under the terms set forth in the agreement Microsoft Ireland Operations Limited extended to AB S.A. a non-exclusive, limited right to order and deliver products of Microsoft OEM System Builder in the territory of Poland. AB S.A. purchases products under the agreement for the exclusive purpose of reselling them. AB S.A. bears all costs, expenditure, including damages, in the case of breach of the above obligation. Microsoft Ireland Operations Limited extends a warranty to end-users under the terms defined in the warranty document or in the warranty agreement contracted with the customer and delivered with the product. Microsoft Ireland Operations Limited has authorised AB S.A. to use the business name, trade names and trademarks of Microsoft Ireland Operations Limited to brand the products of Microsoft Ireland Operations Limited, its technologies and services. The agreement has been contracted for a definite period until 30 June 2007, however it shall be renewed each year. Each party has a right to terminate the agreement upon thirty - day notice. The agreement may be terminated with an immediate effect, among others, in the event of bankruptcy of the other party. Agreement of 1 July 2006 contracted with Microsoft Ireland Operations Ltd. with its registered office in Dublin (Republic of Ireland) 27 P a g e

28 Under the terms and conditions set forth in the agreement Microsoft Ireland Operations Ltd. has authorised AB S.A. to acquire and distribute licensed software (Full Packaged Product) in the territory of the European Union and the European Free Trade Association. The agreement has been contracted for a definite period until 30 June 2007, and it shall be renewed each year. Agreement of 1 July 2006 contracted with Microsoft Ireland Operations Ltd. with its registered office in Dublin (Republic of Ireland) Under the terms and conditions set forth in the agreement Microsoft Ireland Operations Ltd. has authorised AB S.A. to acquire and distribute licensed software specified in the agreement in the territory of the European Union and the European Free Trade Association. The agreement has been contracted for a definite period until 30 June 2007, and it shall be renewed each year. Distribution agreement contracted with HTC Corporation with its registered office in Taoyuan City in Taiwan. The agreement vests into AB S.A. the rights of an authorised distributor of HTC products. The subject matter of the agreement is distribution of equipment, including: wireless communication devices, PDAs, navigation equipment and other equipment manufactured by HTC. The Issuer is bound by the prices as set forth in the current price list. The agreement does not stipulate contractual penalties. The agreement shall be automatically renewed each year, unless any of the parties notices the other party in writing about its intention not to renew the agreement no later than ninety (90) days prior to the expiry of the agreement. The parties have a right to terminate the agreement in accordance with the following terms: with an immediate effect in the event of bankruptcy, insolvency or pending bankruptcy proceedings against the other party; upon thirty-day notice made in writing in the event of (i) breach of the terms of the agreement or (ii) in the event of any changes in management, ownership or control of the other party; upon sixty-day notice made in writing if one party deems it best for its interest. Moreover AB S.A. maintains regular business contacts with Samsung Electronics Polska Sp. z o.o. with its registered office in Warsaw, ASUS Technology PTE Ltd. with its registered office in Singapore, LG Electronics Polska with its registered office in Warsaw. The trading with the foregoing entities is effected under one-off sales agreement which specify only the volume and value of ordered goods, delivery dates and conditions as well as payment and warranty terms. The terms and conditions of the agreements are standard for agreements of this type. Agreement for insurance of trade receivables (Policy no , 69685) contracted with Atradius Credit Insurance N.V. S.A. Branch in Poland with its registered office in Warsaw on 11 July P a g e

29 Under the agreement Atradius Credit Insurance NV S.A. covering sale transactions with deferred payment date has extended an insurance policy to the Company covering the risk of Insolvency, Prolonged delay and Political Risk, under the terms set forth in the insurance policy. The policy became effective on 1 July 2011 and shall be valid for the next 12 months. The sum insured equals to PLN 60,000,000 or 60-times the value of insurance premium paid in the effective period of the insurance agreement. The policy will be automatically renewed under the same terms and conditions and for the same period unless the Company or the Insurer notifies in writing the other party no later than one (1) month before the end of the expiry of the Insurance Policy of its intention not to renew the policy. The receivables or their portions secured against bank or insurance guarantees have not been covered by the insurance policy. Also contractual penalties and penalty interest on outstanding receivables have not been covered by the insurance. The date of the insured event shall be the date on which the payment due date (defined separately for each country) lapsed. Failure to report a default in the payment of due amount in the manner set forth in the contract results in a loss of right to insurance benefit under the clause The document entitled the General Terms of Insurance of Trade Receivables with Atradius Polska constitutes an integral part of the insurance agreement. AFTER THE END OF THE REPORTING PERIOD THE COMPANY CONTRACTED THE FOLLOWING MATERIAL AGREEMENTS: Distribution agreement contracted with Apple Sales International with its registered office in Cork, Republic of Ireland on 8 September 2011, The agreement vests into the Issuer the rights of an authorised distributor of Mac computers, ipads, ipods and Apple accessories. The subject matter of the agreement is the sale by the Issuer of Apple-branded products in the name and on behalf of the Issuer in the territory of the Republic of Poland. The Issuer is bound by the prices set forth in the current price list reduced by any discounts offered by Apple. The agreement has been contracted for a definite period until 31 March 2014 and it may be renewed for subsequent periods. 29 P a g e

30 X) MANAGEMENT AND EQUITY LINKS WITH OTHER ENTITIES Under a deed of 19 July 2004 a limited liability company was incorporated under business name "ALSEN" Sp. z o.o. ( a limited liability company) with its registered office in Katowice, Poland. The duration of the company is unlimited. Initially, AB S.A. held 348 shares in the company which represented 59% of its share capital and same percentage of votes at the general meeting of shareholders of Alsen Sp. z o.o. On 8 May 2008 the Company increased its stake in the capital of Alsen Sp. z o.o. by buying additional 60 shares. As at 30 June 2010 AB S.A. held 408 shares of the total value of PLN , representing 69.39% of total shares of Alsen Sp. z o.o. On 19 September 2007 the Board of Directors of AB S.A. signed a contract for the purchase of 100% shares of AT Computers Holding a.s., one of the biggest enterprises in the ICT market in Czech Republic and in Slovakia. AT Computers Holding a.s. is a holder of 100% shares in the following entities: AT Computers a.s. - company distributing software, IT equipment, consumer electronics and mobile communication equipment in the territory of the Czech Republic; AT Compus s.r.o the largest enterprise manufacturing personal computers in the Czech Republic with manufacturing capacity of pieces of personal computers per year; Comfor Stores a.s. - company managing a network of over 20 retail stores in the territory of the Czech Republic; AT Computer s.r.l. distribution company operating in the territory of the Slovak Republic. On 30 October 2007 the Company fulfilled the final formal conditions precedent for the acquisition process. Under a deed of 15 January 2009 Alsen Marketing Sp. z o.o. was established with the share capital of PLN The shares in the company were taken up in whole by AB S.A. The business objects of the company comprise mainly advertising services as well as wholesale and retail sale of computer equipment and consumer electronics. Within the structure of the AB S.A. Group the company will support the operations of Alsen Sp. z o.o. Mr Zbigniew Mądry was appointed President of the company's Board. On 2 November 2009 a special purpose entity under business name B2B IT z o.o. was incorporated. The company's share capital equals to PLN 3,000,000. The business objects for the company comprise rendering of logistic services. On 16 September 2011 icomfor s.r.o. was established The company's registered office is in Brno, Czech Republic. The company is a subsidiary of AT Computers Holding a.s., represented by Aleš Kilnar and Stanislav Heža. The share capital of the company is equal to CZK 200, P a g e

31 As at the date of publishing the report the composition of the AB S.A. Group of companies was as follows: AB S.A. B2B IT Sp. z o.o. 100% Alsen Sp. z o.o. 69,39% Alsen Marketing Sp. z o.o. 100% AT Computers Holding a.s. 100% AT Computers a.s. 100% AT Computer s.r.l 100% Comfor Stores a.s. 100% AT Compus s.r.o 100% icomfor s.r.o. 100% XI) MAJOR TRANSACTIONS EFFECTED BY COMPANY OR ITS SUBSIDIARIES WITH THE RELATED ENTITIES OTHERWISE THAN ON AN ARM'S LENGTH BASIS In the reporting period the issuer has not effected any transactions with any related entity on the terms other than market terms. XII) CONTRACTED AND TERMINATED LOAN AGREEMENTS Overdraft facility agreement no. WR1/Rb/8/99 contracted with Kredyt Bank S.A. with its registered office in Warsaw made on 1 February 1999, annexed on 27 April The Bank extended to AB S.A. a short-term overdraft facility in the amount of PLN 70 million, for the financing of the ongoing business operations, available until 30 April The total amount of extended credit line may not exceed 67% of the total pledged movables and receivables. The loan bears variable interest, based on WIBOR O/N rate increased by the bank's margin. The securities against the overdraft facility contract are as follows: transfer of rights to the inventories of the Company up to the amount of PLN 50 million, together with assignment of rights under insurance policy; blank bill of exchange issued by the Company; transfer of liabilities towards the Company's clients; statement of submission to enforcement up to the amount of PLN 84 million. 31 P a g e