2012 Annual Report Annual Financial Statement for the period from 1 January to 31 December 2012

Transcription

1 Annual Financial Statement for the period from 1 January to 31 December 2012

2 TABLE OF CONTENTS I. STATEMENT OF THE MANAGEMENT BOARD REGARDING DUE DILIGENCE IN PREPARATION OF THE FINANCIAL STATEMENT...3 II. DECLARATION OF THE MANAGEMENT BOARD REGARDING THE ENTITY AUTHORISED TO AUDIT FINANCIAL STATEMENTS...4 III. LETTER OF THE PRESIDENT OF THE MANAGEMENT BOARD...5 IV. FOREWORD TO THE FINANCIAL STATEMENT...7 V. SELECTED FINANCIAL DATA VI. BALANCE-SHEET VII. OFF-BALANCE SHEET ITEMS VIII. INCOME STATEMENT IX. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY X. CASH FLOW STATEMENT XI. REPORTING BY SEGMENTS XII. ADDITIONAL INFORMATION AND NOTES A. Explanatory notes B. Additional explanatory notes XIII. THE REPORT OF THE MANAGEMENT BOARD ON COMPANY S ACTIVITIES XIV. DECLARATION REGARDING CORPORATE GOVERNANCE IMPLEMENTATION

3 I. STATEMENT OF THE MANAGEMENT BOARD REGARDING DUE DILIGENCE IN PREPARATION OF THE FINANCIAL STATEMENT The Management Board of PPC Intermodal S.A. declares that to the best of its knowledge the annual financial statement for the period from 01 January 2012 to 31 December 2012 and the comparable data have been prepared in accordance with the applicable accounting regulations and give a true, reliable and transparent view of the economic and financial position of the Company and its profit. Furthermore, we declare that the report on the Company's activities gives a true picture of the development, achievements and situation of the Company, including a description of the basic threats and risk. Gdynia, 15 March 2013 Dariusz Stefański President of the Management Board Adam Adamek Vice President of the Management Board 3

4 II. DECLARATION OF THE MANAGEMENT BOARD REGARDING THE ENTITY AUTHORISED TO AUDIT FINANCIAL STATEMENTS The Management Board of PCC Intermodal S.A. declares that to the best of its knowledge the entity authorised to audit financial statements and which conducts the audit of the annual financial statement has been selected in accordance with the provisions of law. The said entity and expert auditors which audit the said financial statement met the requirements necessary to express an unbiased and independent opinion about the annual financial statement, in accordance with applicable provisions of law and professional standards. Gdynia, 15 March 2013 Dariusz Stefański President of the Management Board Adam Adamek Vice President of the Management Board 4

5 III. LETTER OF THE PRESIDENT OF THE MANAGEMENT BOARD Dear Sir / Madam, Gdynia, 15 March 2013 Despite the fact that 2012 is long behind us, it still is very difficult to carry out its thorough analysis and to formulate clear assessments. On the one hand, the intermodal transport market in Poland recorded a 30% growth as compared to the preceding year, and Gdansk and Gdynia ports reported nearly 23% increase in the number of reloaded containers. Similarly as the whole market, PCC Intermodal SA also improved its result in terms of quantities of transported containers. In 2012, the Company launched nearly 2.5 thousand intermodal trains on all operated routes, carrying 94.5 thous. containers (more than 151 thous. TEU). In spite of better quantitative results, the last year was one of the most difficult in the current activities of the Company. Increased competition from road transport and emergence of several new intermodal operators on the domestic transport market in the short term resulted in double-digit decline in domestic freight rates causing a domino effect - in spite of the growing market and strong demand, all operators transported more and more at ever lower rates to generate more and more losses. The situation was not much better in international relations - deteriorating economic situation in the euro area had a negative impact on both the freight volume and the level of freight rates in intra European relations. Additionally, works on the modernization of the railway infrastructure carried out by PKP PLK proved very burdensome from an operational point of view and costly - we had to bear the high cost of access to the railway infrastructure of very poor quality, while the very poor quality of infrastructure is responsible for the long 'transit-time' and makes it impossible to provide services at the level expected by the market. All this had a negative impact on the profitability of services provided by the Company and resulted in the negative financial result at closure, significantly below budget assumptions and expectations. Although we did not lack successes in 2012: a regular network of intermodal PCC connections has been awarded the BCC European Medal; the activity of the Company was appreciated by organizers of the Wings of Business competition, the Company has been awarded a certificate of the Authorized Economic Operator Security and Safety (AEOS), the Company signed with the Centre for EU Transport Projects contracts for co-financing two investment activities: construction of a container terminal in Brzeg Dolny and construction of a container terminal in Kutno; from April of last year, we are the sole manager of the terminal in Frankfurt (Oder) - but we must also note less successful projects: The Company unsuccessfully tried to start regular intermodal connections to Moscow - the product developed very slowly, and due to the problems of formal and customs nature across the eastern border it had to be stopped and postponed for future years. The financial results of 2012 stimulate us to even more intensive work on the development of our industry, at the same time forcing us to take decisive corrective measures. While still oriented at the dynamic growth, we need to focus in the near future on optimization and reduction of operating costs in order to ensure a stable and sustainable level of profitability - even at the cost of losing the shares in the transport market. 5

6 It means that 2013 promises to be a very busy year. The Company intends to continue its development strategy, i.e. to build in the next few years modern container terminals in the country and to connect them by means of a network of regular intermodal connections. We plan to complete the investment in Kutno and begin construction of a modern terminal in Brzeg Dolny (both investments have received EU support and funding). The Company will continue to offer innovative and competitive logistics solutions for both domestic and international container transport market. All our efforts are aimed at building a strong and stable foundation for sustainable growth of intermodal transport in our country and in the region of Central and Eastern Europe. Both investment projects and the continuous expansion of the range of services provided by the Company are aimed to build a completely new quality in the intermodal transport market. We are creating a new, efficient transport branch, which will soon become an important and durable link in the supply chain optimization in the pan-european transport corridors linking the ports of the Baltic and Adriatic ports and intersecting Poland in the east-west relations will be another year of hard work, the year of many sacrifices and necessary savings, but also another year full of determination in the consistent implementation of the development strategy of the Company. Best Regards, Dariusz Stefański President of the Management Board of PCC Intermodal S.A. 6

7 IV. FOREWORD TO THE FINANCIAL STATEMENT 1. Company, legal form and scope of business activity Name: PCC Intermodal Spółka Akcyjna Registered office: Hutnicza 16, Gdynia Phone: Fax: +48 (0) Website: Registration: District Court Gdańsk-Północ, 8th Commercial Division of the National Court Register KRS: Regon [statistical number]: NIP [Tax Identification Number]: Company's major business activity, according to the Polish Classification of Activity (PKD list) is: PKD Z service activity to support land transport, PKD Z service activity to support sea transport, PKD Z service activity to support inland transport, PKD A reloading of cargo in sea ports, PKD B reloading of cargo in inland ports, PKD C reloading of cargo in other reloading points. Sector according to the classification of the Warsaw Stock Exchange: Other services. 2. Company's duration According to the Articles of Association Company's duration is unlimited. 3. Composition of Company's governing bodies The body authorised to represent the Company is the Management Board composed of: Dariusz Stefański President of the Management Board, Adam Adamek Vice President of the Management Board. As on the date of drawing up this report, the Supervisory Board was composed of: Alfred Pelzer Chairperson of the Supervisory Board, Wojciech Paprocki Vice Chairperson of the Supervisory Board, Thomas Hesse Member of the Supervisory Board, Artur Jędrzejewski - Member of the Supervisory Board, Daniel Ozon Member of the Supervisory Board. On 21 January 2012 Mr. Daniek Ozon replaced Mr. Mirosław Pawełko at a position of the Member of the Supervisory Board. 7

8 On 27 June 2012, the previous term of the Supervisory Board ended, therefore the Ordinary General Assembly of Shareholders convened on that day adopted resolutions on the appointment of members of the Supervisory Board for a new term of office. The new joint term of office began on 28 June 2012 and will end on the date of the Ordinary General Assembly approving the financial statement for the accounting year The new Supervisory Board is composed of four of its previous members (Mr. Pelzer, Paprocki, Hesse and Ozon), and Mr. Piotr Jusia was replaced by Mr. Artur Jędrzejewski. Members of the Supervisory Board of the new terms, during their first meeting on 13 September 2012 elected from among themselves the Chairperson and the Vice Chairperson. Mr. Alfred Pelzer was elected the Chairperson of the Supervisory Board of PCC Intermodal S.A. and Mr. Wojciech Paprocki was elected the Vice Chairperson. 4. Periods covered with the financial statement Period for which the financial statement is presented: Period for which the comparable financial data are presented: Aggregate data and consolidated financial statement Financial statement and comparable financial data do not contain aggregate data, since in 2012, in the Company's undertaking there were no internal organizational entities which would draw up their own, independent financial statements. In 2012, PCC Intermodal S.A. was neither a parent company, a partner to an interdependent entity nor a substantial investor and did not draw up a consolidated financial statement. Consolidated statement is drawn up by the parent company in the PCC Group of Companies PCC SE seated in Duisburg (Germany). On 24 January 2013, PCC Intermodal SA acquired 100% of the shares of PCC Intermodal GmbH from PCC SE, with economic effect as of 1 January 2013 (the right to participate in profits). Accordingly, and pursuant to a resolution of the General Meeting of Shareholders of the Company dated 21 January 2013, for periods after 31 December 2012 the Company will prepare consolidated and individual financial statements according to IFRS. 6. Going concern assumption The financial statement has been drawn up with the assumption of Company's going concern in the predictable future, covering a period not shorter than one year from the balance sheet date, in the scope of activity which remains to a large extent unchanged. Besides, there are also no circumstances that would indicate any threat to the going concern. 7. Comparability of data In the presented statements for 2012 and for the comparable period the principle of comparability of data and accounting methods, evaluation of assets and equity & liabilities and presentation of the income statement was maintained. 8

9 Therefore, the financial statements were not subject to any transformation for the purpose of data comparability. 8. Corrections resulting from the reservations in the opinions of the entities authorised to audit financial statements No reservations in the opinions of the entities authorised to audit financial statements. 9. Assumed accounting regulations (policy), including the methods of evaluation of assets and equity & liabilities (also depreciation), measuring of the financial result and the way of preparing the financial statement and comparable data This financial statement has been drawn up in accordance with the requirements of the Accounting Act of 29 September 1994 which is binding on the entities which continue their operation, and it also takes into consideration provisions of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information to be published by issuers of securities and conditions for recognising as equivalent the information required pursuant to the legislation of a non-member state (Dz.U. [Journal of Laws] of 2009 No. 33, Item 259) and the Regulation of the Minister of Finance of 18 October 2005 concerning the scope of the information provided in financial statements and consolidated financial statements, required in prospectus for issuers with their registered office in the territory of the Republic of Poland to which Polish accounting regulations apply (Dz.U. of 2005 No. 209, Item 1743, as amended). The annual financial statement was drawn up with the assumption of going concern in the predictable future. The Company prepares the income statement by function. The financial result of the Company for a given accounting year includes all the revenue achieved and to its benefit and the costs related to such revenue on the accrual basis, in accordance with the principle of matching of income and costs and of careful evaluation. The cash flow statement is drawn up by means of an indirect method. In 2012 the accounting regulations were not modified. The Company applied in particular the following methods and principles of evaluation of assets and equity & liabilities: 9

10 a) Intangible assets Intangible assets are evaluated by the purchase price or cost of production less depreciation write-offs and less impairment write-offs. Depreciation write-offs for the single write-off method are made in a month of intangible assets' acceptance for use. Depreciation write-offs for the linear method are made in instalments, starting from the month following the month of intangible assets' acceptance for use. Intangible assets are depreciated according to the anticipated life. In determining the depreciation rate, the residual value is not considered. Methods of intangible assets depreciation and annual depreciation rates are shown below: Title Method Annual depreciation rate Intangible assets under PLN 600 Single write-off 100% Intangible assets PLN Linear write-off 50% Intangible assets above PLN 3500 Linear write-off 14% - 50% b) Fixed tangible assets Tangible assets are stated at the purchase price, production cost or reassessed value (after tangible assets revaluation), less depreciation write-offs and impairment write-offs. In the scope of existing objects, the initial value of tangible assets is increased by costs of modernisation, upgrade, adaptation, etc. Depreciation rates are adjusted to the anticipated life. Depreciation rates applied by the Company result only from the period of economic usability of tangible assets. Depreciation write-offs for the single write-off method are made in a month of tangible assets' acceptance for use. Depreciation write-offs for the linear method are made in instalments, starting from the month following the month of tangible assets' acceptance for use. The purchase price and production cost of tangible assets includes all costs incurred by the Company for the period of construction, installation, adaptation and amelioration to the date of acceptance for use, including the cost of liabilities incurred for the purpose of their funding and the related exchange rate differences, less the revenue therefrom. In determining the depreciation rate, the residual value is not considered. 10

11 Methods of tangible assets depreciation and annual depreciation rates are shown below: Title Method Annual depreciation rate Land and the right of perpetual usufruct Linear write-off 0% Buildings and premises Linear write-off 1.5% - 10% Leasehold improvement Linear write-off 20% Civil and water engineering structures Linear write-off 4.5% - 10% Boilers and power generating units Linear write-off 4% - 14% Machinery, devices and general equipment Linear write-off 10% - 30% Specialist machinery, devices and general equipment Linear write-off 7% - 25% Technical equipment Linear write-off 1.5% - 25% Vehicles Linear write-off 7% - 20% Tools, appliances, movables and equipment Linear write-off 10% - 25% Other tools, appliances, movables and equipment below net value of PLN 600 Single write-off 100% Company's tangible assets also include the tangible assets accepted for use or for deriving benefits for a specified period of time pursuant to a contract, in accordance with the terms specified in Art. 3 (4) of the Accounting Act of 29 September Tangible assets are depreciated in equal instalments, every month, starting from the first month following the month in which such assets are accepted for use, until the end of the month in which the total of depreciation write-offs is equal to their initial value or in which they are put into liquidation, on sale or in which their shortage is found out. Tangible assets under construction are valued at the total amount of costs directly related to their acquisition or manufacturing, incurred up to the balance-sheet date, less any impairment write-offs. c) Long-term investments Long-term investments are assets which the company acquired in order to achieve benefits. These benefits may result from obtaining future interest, dividends. These are such financial investments as shares. Shares are valued at cost. In the event of impairment, the value of shares is reduced by the impairment write-offs, not later than at the end of the reporting period. d) Financial instruments The Company considers as a financial instrument every contract which results in generation of a financial asset for one party and a financial obligation or a capital instrument for the other party, provided that the contract concluded between two or more parties explicitly gives rise to economic effects. The Company classifies financial instruments into the following categories: - financial instruments held for trading financial assets or financial obligations which have been purchased or created mainly in order to generate profit obtained as a result of short-term price fluctuations or broker's margin, - loans granted and receivables, - held-to-maturity financial instruments financial assets which carry fixed or determinable payments or fixed maturity and which the business entity has the positive intention and ability to hold to maturity, with the exception of the loans granted by the business entity and of its receivables, 11

12 - available-for-sale financial instruments financial assets other than loans granted by the business entity and its receivables, held-to-maturity investments as well as the financial assets other than financial assets held for trading. On the date of purchase, the financial obligations and assets are valued by the Company at the purchase cost (price), that is, in accordance with fair value of the payment made in the case of an asset or amount obtained in the case of an obligation. The Company includes costs of transaction into the initial value of valuation of all the financial obligations and assets. Principles of valuation of financial instruments on the balance sheet date: - in accordance with the amortised cost, taking into consideration the effective interest rate: held-tomaturity assets, loans granted and receivables as well as other financial obligations not classified as held for trading; in the case of foregoing titles, if the discount effects are not significant, the valuation is done at value to be paid, - in the amount to be paid: receivables and payables with short-term maturity/due date, - at fair value: held for trading financial obligations and assets and available-for-sale financial assets. Any changes of fair value of the financial instruments held for trading which are not part of security are recognised as revenue or financial costs as they arise. In the case of financial assets available for sale the changes of fair value of these instruments are included by the Company in the income statement as revenue or financial costs. e) Inventory Inventories are valued according to purchase prices or manufacturing cost not higher than their net sales prices as on the balance-sheet date. Materials are valued based on the purchase prices, outgoings are valued in the purchase prices. f) Receivables They are valued at their payable value in accordance with the prudence principle. The receivables denominated in foreign currencies (including granted loans) are valuated not less often than on the balance sheet date at the average exchange rate determined for a given foreign currency by the National Bank of Poland (NBP) for that day. The value of receivables has been verified by means of revaluation write-offs of receivables from debtors in bankruptcy or liquidation, contesting claims and defaulting in payment, by assessment of individual economic and financial situation of individual debtors. 12

13 g) Cash Cash in the Polish currency is valuated at nominal value. Cash in foreign currencies is valuated not less often than on the balance sheet date at average exchange rate determined by NBP for such date. Exchange rate differences are recognised as revenue or financial costs. h) Short-term investments The acquired financial assets and other investments are recognized in the account books at the date of their acquisition or creation, at cost or purchase price if the cost of carrying out and settlement of the transaction is not significant. The effects of an increase or decrease in the value of short-term investment are recognised as revenue or financial costs respectively. i) Prepaid expenses Costs related to future reporting periods are recognised as prepaid expenses. Prepaid expenses refer, in particular, to property and vehicle insurance, real property tax, revision repairs of carriages and other prepaid expenses. Prepaid expenses are written off over passing time until all the costs previously recognised as assets are transferred to the result. The time and method of calculation depends on the nature of calculated costs. If capitalised costs cease to bring economic profit they are written off to the result (as a one-time writeoff) by adding the amount remaining for settlement to other operating costs. j) Own capital Equity capital is posted in the books at nominal value, divided by types and in accordance with the principles specified by legal regulations and in accordance with the Company's Articles of Association. k) Liabilities On the balance sheet date the Company evaluates its liabilities at the amount to be paid, whereas the financial liabilities which, pursuant to a concluded contract, are settled by issuing financial assets other than monies or by means of exchange for financial instruments at fair value. Elements of equity and liabilities denominated in foreign currencies are evaluated, not less frequently than on the balance sheet date, at the average exchange rate determined for a given currency for such a date by NBP. l) Provisions and accruals Provisions are evaluated at a reasonable and reliably estimated value. The Company creates provisions if the following conditions are fulfilled: - the Company has a (legal or customary) obligation resulting from past events, - it is probable that fulfilling of the obligation will result in the necessity of outflow of the financial means which embody economic benefits. The Company creates provisions for liabilities in accordance with the following: 13

14 - provision for deferred income tax in relation to positive differences between the book value of assets and equity & liabilities and their tax value, - provisions for employee benefits, - other provisions (e.g. for the results of proceedings pending against the Company or any other future liabilities resulting from pending cases). The remuneration rules do not provide for any preferential payments from retirement bonuses. Company's rules of retirement bonus payment are based on the regulations of the Labour Code (in the amount of a monthly salary). Company's accruals on the side of equity and liabilities include accrued expenses and deferred income. Accrued expenses include the amounts recognised as costs of a given period which will be covered in the future. Accrued expenses are applied by the Company to non-periodical costs which require an even allocation into individual reporting periods. The Company calculates accrued expenses in the amount of probable liabilities attributed to the current reporting period, resulting from the services provided to the Company by its contractors and the liability amount of which can be estimated in a reliable way. m) Deferred income tax liabilities and deferred income tax assets The Company determines the deferred income tax liability and deferred income tax assets in relation to temporary differences between the value of assets and equity & liabilities indicated in the books and their tax value. Deferred income tax assets are determined by the Company in the amount foreseeable in the future to be deducted from the income tax, due to negative temporary differences, which will result, in the future, in reduction of the basis for calculating the income tax and deductible tax loss, determined in accordance with the prudence principle. The deferred income tax liability is created by the Company in the amount equal to the amount of the income tax payable in the future due to occurrence of positive temporary differences, that is the differences that will result in the increase in the basis for calculating the income tax in the future. Deferred tax assets and the provision for deferred tax are evaluated by the Company at tax rates which, as it is anticipated, will be used when an asset is utilised or a provision released, by using as the basis the tax provisions in force on the balance sheet date. 14

15 Principles of preparing the financial statement and determining the financial result n) Elements of determining the financial result Financial result means a result of Company's activity achieved in a given accounting period, expressed as a financial amount. Company's net income comprises of: - operating result, including the income from other revenue and operating costs, - result on financial operations, - result on extraordinary operations, - statutory charges on the financial result due to income tax. o) Principles of preparing financial statements In relation to all the elements of the financial statement comparable data must be presented, including: - the balance sheet presents the assets and equity & liabilities on the date which closes the current and the previous accounting year, - the income statement presents separately the revenue, costs, profits and losses as well as obligatory charges on the financial result for the current and previous accounting year, - if the income statement for a reporting period different than the current accounting year is prepared, the income statement presents separately the revenue, costs, profits and losses as well as obligatory charges on the financial result for the current reporting period and the corresponding reporting period of the previous accounting year, - statement of changes in equity includes information about changes of individual elements of equity capital for the current and previous accounting year, - cash flow statement prepared by means of an indirect method presents the data for the current and previous accounting year, - if the cash flow statement is prepared for the period other than the current accounting year, the cash flow statement is drawn up for the current reporting period and the corresponding reporting period of the previous accounting year. 10. Average PLN exchange rates Selected financial data were converted to euro in accordance with the following principles: individual positions of the balance sheet assets and equity & liabilities have been converted based on the exchange rates applicable on the last day of the period; individual positions of the income statement and the cash flow statement have been converted based on the exchange rates which are an arithmetic mean of average exchange rates announced by the National Bank of Poland for EUR, applicable on the last day of every month in a given reporting period; PLN average exchange rates in relation to EUR were the following: Accounting period or day Average exchange rate in the period Exchange rate as on the last day of the period Highest exchange rate in the period Lowest exchange rate in the period

16 11. Basic positions of the balance sheet, income statement, cash flow statement converted into euro Selected financial data have been presented in another part of this report. Profit (loss) per ordinary share has been calculated based on the following assumptions: the shares privileged in respect of voting rights are treated as ordinary shares; weighted average number of ordinary shares = weighted average diluted number of ordinary shares in 2012 was 77,538,234 shares. 15 March

17 V. SELECTED FINANCIAL DATA in thous. PLN in thous. EUR Selected financial data I. Net revenue from sales of products, goods and materials 2012 / period from to / period from to / period from to / period from to , ,152 42,657 39,891 II. Operating profit (loss) (13,337) 3,295 (3,196) 796 III. Gross profit (loss) (13,799) 2,663 (3,306) 643 IV. Net profit (loss) (14,449) 4,171 (3,462) 1,008 V. Net cash flows from operational activity VI. Net cash flows from investment activities VII. Net cash flows from financial activities (6,870) 5,120 (1,646) 1,237 (13,629) (34,119) (3,265) (8,241) 11,564 40,398 2,771 9,758 VIII. Total net cash flows (8,935) 11,399 (2,141) 2,753 IX. Total assets 109, ,613 26,804 27,081 X. Liabilities and provisions for liabilities 35,954 31,526 8,795 7,138 XI. Long-term liabilities 12,545 6,584 3,069 1,491 XII. Short-term liabilities 22,600 23,849 5,528 5,400 XIII. Equity 73,625 88,087 18,009 19,944 XIV. Share (initial) capital 77,566 67,566 18,973 15,297 XV. Number of shares 77,565,556 67,565,556 77,565,556 67,565,556 XVI. Profit (loss) per one ordinary share (in PLN/EUR) XVII. Diluted profit (loss) per one ordinary share (in PLN/EUR) (0.19) 0.06 (0.04) 0.01 (0.19) 0.06 (0.04) 0.01 XVIII. Book value per one share (in PLN/EUR) XIX. Diluted book value per one share (in PLN/EUR) XX. Declared or paid dividend per one share (in PLN/EUR) Profit (loss) per 1 share for every period is calculated by dividing the net profit (loss) for a given period by the weighted average number of shares in the given period. The book value per one share for every period is calculated by dividing the book value of equity by the number of shares at the end of the given period. 17

18 VI. BALANCE-SHEET Individual positions Note in thous. PLN Assets I. Fixed assets 84,919 75, Intangible assets, including: goodwill Fixed tangible assets 2 81,155 72, Long-term receivables 3, From related entities From other entities Long-term investments Real estate Intangible assets Long-term financial assets: a) in related entities, including: 0 0 shares in subordinate entities calculated by means of the equity method 0 0 b) in other entities Other long-term investments Long-term deferred items 5 3,037 2, Deferred income tax assets 1,378 1, Other accrued items 1, II. Current assets 24,660 44, Inventory Short-term receivables 7, 8 17,250 25, From related entities 2,395 4, From other entities 14,855 21, Short-term investments 5,652 15, Short-term financial assets 9 5,652 14,598 a) in related entities 0 0 b) in other entities 0 0 c) cash and cash equivalents 5,652 14, Other short-term investments 0 1, Short-term deferred items 10 1,185 2,447 Total assets 109, , March

19 Individual positions Note in thous. PLN Equit y and liabilities I. Equity 73,625 88, Share (initial) capital 12 77,566 67, Registered equity payments due (negative value) Own shares (negative value) Reserve capital 14 44,606 12, Revaluation reserve Other reserve capital , Profit (loss) from previous years (34,098) (38,269) 8. Net profit (loss) (14,449) 4, Net income write-offs during the accounting year (negative value) II. Liabilities and provisions for liabilities 35,954 31, Reserves for liabilities , Deferred income tax liability Reserve for pension benefits and similar ones a) long-term b) short-term Other provisions a) long-term 0 0 b) short-term Long-term liabilities 19 12,545 6, To affiliated entities 5, To other entities 6,744 6, Short-term liabilities 20 22,600 23, To affiliated entities To other entities 21,845 23, Special funds Accruals Negative goodwill Other accrued items 40 0 a) long-term 0 0 b) short-term 40 0 Total equit y and liabilities 109, ,613 Book value 73,625 88,087 Number of shares 77,565,556 67,565,556 Book value per one share (in PLN) Diluted number of shares 77,565,556 67,565,556 Diluted book value per one share (in PLN) March

20 VII. OFF-BALANCE SHEET ITEMS Individual positions Note in thous. PLN As for As for Contingent receivables From related entities (due to) 0 0 received guarantees and sureties From other entities (due to) 0 0 received guarantees and sureties Conditional liabilities For the benefit of related entities (due to) 0 0 granted guarantees and sureties For the benefit of other entities (due to) 0 0 granted guarantees and sureties Other (due to) 0 0 Off-balance sheet items, in total March

21 VIII. INCOME STATEMENT Individual positions I. Net revenue from sales of products, goods and materials, including: Note 2012 / period from to in thous. PLN 2011 / period from to , ,152 from related entities 26,985 17, Net revenue from sales of products , , Net income from sales of goods and materials II. Costs of products, goods and materials sold, including: 178, ,567 to related entities 25,803 16, Cost of manufacturing of the products sold , , Value of sold goods and materials 0 0 III. Gross profit (loss) on sales (487) 15,585 IV. Selling costs V. General administration costs 26 12,548 12,196 VI. Profit (loss) on sales (13,035) 3,389 VII. Other operating revenue Gain on disposal of non-financial fixed assets Subsidies Other operating income VIII. Other operating expenses 1, Loss from disposal of non-financial fixed assets Revaluation of non-financial assets Other operating costs 28 1, IX. Operating profit (loss) (13,337) 3,295 X. Financial revenue Dividends and participation in profits, including: 0 0 from related entities Interest, including: from related entities Profit on disposal of investments Investment revaluation Other 0 0 XI. Financial expenses Interest, including: for related entities Loss on disposal of investments Investment revaluation Other XII. Profit (loss) on economic activities (13,799) 2,663 21

22 XIII. Extraordinary items Extraordinary gains Extraordinary losses XIV. Gross profit (loss) (13,799) 2,663 XV. Income tax (1,508) a) current part 0 0 b) deferred part 650 (1,508) XVI. Other obligatory reduction of profit (increase of loss) XVII. Participation of subordinate entities in net profits (losses) estimated by means of the equity method XVIII. Net profit (loss) (14,449) 4,171 Net profit (loss) (annualised) (14,449) 4,171 Weighted average number of ordinary shares 77,538,234 67,565,556 Profit (loss) per one ordinary share (in PLN) 38 (0.19) 0.06 Weighted average diluted number of ordinary shares 77,538,234 67,565,556 Diluted profit (loss) per one ordinary share (in PLN) 38 (0.19) March

23 IX. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Individual positions 2012 / period from to in thous. PLN 2011 / period from to I. Opening balance of equity 88,087 41,436 a) modifications of the adopted accounting regulations (policy) 0 0 b) corrections of errors 0 0 I.a. Opening balance of equity after reconciliation to comparable data 88,087 41, Opening balance of share capital 67,566 67, Changes in share capital 10,000 0 a) increases (due to) 10,000 0 issuance of shares 10,000 0 b) decreases (due to) 0 0 redemption of shares Closing balance of share capital 77,566 67, Called-up share capital, at the beginning of the period Changes in called-up share capital 0 0 a) increases (due to) 0 0 b) decreases (due to) Called-up share capital, at the end of the period Opening balance of own shares Changes in own shares 0 0 a) increases (due to) 0 0 b) decreases (due to) Closing balance of own shares Opening balance of supplementary capital 12,139 12, Changes in supplementary capital 32,467 0 a) increases (due to) 32,467 0 issue of shares above face value 32,467 0 from profit distribution (statutory) 0 0 from profit distribution (above the statutory minimum value) 0 0 b) decreases (due to) 0 0 loss coverage Closing balance of supplementary capital 44,606 12, Opening balance of revaluation reserve 0 0 modifications of the adopted accounting regulations (policy) Changes in revaluation reserve 0 0 a) increases (due to) 0 0 b) decreases (due to) 0 0 disposal of fixed assets Closing balance of revaluation reserve

24 6. Opening balance of other reserve capitals 42, Changes in other reserve capitals (42,480) 42,480 a) increases (due to) 0 42,480 financial means from the issue of series C shares less IPO costs incurred by ,480 b) decreases (due to) 42,480 0 clearing of funds from series D share issue 42, Closing balance of other reserve capitals 0 42, Opening balance of previous years' profit (loss) (38,269) (29,460) 7.1. Opening balance of previous years' profit 0 0 a) modifications of the adopted accounting regulations (policy) 0 0 b) corrections of errors Opening balance of previous years' profit, after reconciliation to comparable data 0 0 a) increases (due to) 0 0 distribution of previous years' profit 0 0 b) decreases (due to) Closing balance of previous years' profit Opening balance of previous years' loss 38,269 29,460 a) modifications of the adopted accounting regulations (policy) 0 0 b) corrections of errors Opening balance of previous years' loss, after reconciliation to comparable data 38,269 29,460 a) increases (due to) 0 8,809 previous years' loss brought forward 0 8,809 b) decreases (due to) 4,171 0 distribution of previous years' profit 4, Closing balance of previous years' loss 34,098 38, Closing balance of previous years' profit (loss) (34,098) (38,269) 8. Net profit/loss (14,449) 4,171 a) net profit 0 4,171 b) net loss 14,449 0 c) write-offs on profit 0 0 II. Closing balance of equity 73,625 88,087 III. Equity including proposed profit distribution (loss coverage) 73,625 88, March

25 X. CASH FLOW STATEMENT in thous. PLN 2012 / period from to / period from to A. Cash flows from operating activities (indirect method) I. Net profit (loss) (14,449) 4,171 II. Total adjustments 7, Participation of subordinate entities in net profits (losses) estimated by means of the equity method Amortisation and depreciation 4,246 2, Exchange gains (losses) (13) 2 4. Interest and profit sharing (dividend) Profit (loss) on investment activities (46) Change in provisions (324) Change in inventory 21 (288) 8. Change in amounts due 8,236 (5,096) 9. Change in short-term liabilities, excluding borrowings and loans (7,376) (1,599) 10. Change in prepayments and accruals 2,460 (373) 11. Other adjustments 0 4,915 III. Net cash flows from operating activities (I+/-II) (indirect method) B. Cash flows from investment activities (6,870) 5,120 I. Inflows 1,235 1, Disposal of intangible assets and tangible fixed assets 1,235 1, Disposal of investments in real property and in intangible assets From financial assets, including: 0 0 a) in related entities 0 0 sales of financial assets 0 0 dividend and profit sharing 0 0 repayment of granted long-term loans 0 0 interest 0 0 other inflows from financial assets 0 0 b) in other entities 0 0 sales of financial assets 0 0 dividend and profit sharing 0 0 repayment of granted long-term loans 0 0 interest 0 0 other inflows from financial assets Other inflows from investment activities 0 0 II. Outflows 14,864 36,090 25

26 1. Purchase of intangible assets and tangible fixed assets 14,864 34, Investments in real property and intangible assets For financial assets, including: 0 0 a) in related entities 0 0 purchase of financial assets 0 0 long-term loans granted 0 0 b) in other entities 0 0 purchase of financial assets 0 0 long-term loans granted Other outflows from investment activities 0 1,206 III. Net cash flows from investment activities (I-II) (13,629) (34,119) C. Cash flows from financial activities I. Inflows 15,356 82, Net inflows from issuance of shares and other capital instruments and from capital contributions 0 42, Borrowings and loans 12,218 40, Issuance of debt securities Other financial inflows 3, II. Outflows 3,792 42, Purchase of own shares Dividend and other payments to shareholders Profit distribution liabilities other than profit distribution payments to shareholders Repayment of borrowings and loans , Redemption of debt securities Payment of other financial liabilities Payments made under finance lease agreements 2,693 2, Interest Other financial outflows 0 0 III. Net cash flows from financial activities (I-II) 11,564 40,398 D. Total net cash flows (A.III+/-B.III+/-C.III) (8,935) 11,399 E. Balance sheet change in cash, including: (8,946) 11,401 change in cash due to exchange differences (11) 2 F. Cash opening balance 14,598 3,197 G. Closing balance of cash (F+/-D), including: 5,663 14,596 of limited disposability March

27 XI. REPORTING BY SEGMENTS Intermodal transport is the major business activity of PCC Intermodal S.A. For management purposes, the Company is treated as a single operating segment. No operating segments under IFRS 8 have been distinguished for management purposes as part of the Company. The Management Board analyses Company's financial position (as a single operating segment) on the basis of financial statements. Information about products and services Income from sales of services 178, ,152 - internal transport 161, ,347 - forwarding 16,380 9,805 Information about geographical areas. Geographical breakdown of sales was carried out by location of customers. Buyer's country Poland 88,538 99,921 Germany 33,186 20,600 Other EU countries 45,461 40,883 The rest of the world 10,847 3,748 Total 178, ,152 Information on key customers In the presented periods, concentration of sales in excess of 10% of total revenue was as follows: Recipient MSC Poland Sp. z o.o. 20,394 19,818 Other recipients 157, ,334 Total 178, ,152 27

28 XII. ADDITIONAL INFORMATION AND NOTES A. Explanatory notes Note 1 INTANGIBLE ASSETS a) research and development expenses 0 0 b) goodwill 0 0 c) permits, patents, licenses and similar values, including: software d) other intangible assets 0 0 e) advances for intangible assets 0 0 Total intangible assets CHANGES OF INTANGIBLE ASSETS (BY GENERIC GROUPS) a b c d e permits, patents, licenses and similar values, goodwill including: research and development expenses software other intangible assets advances for intangible assets Total intangible assets a) opening gross value of intangible assets b) increases (due to) purchase c) decreases (due to) sale, liquidation d) closing gross value of intangible assets e) opening accumulated amortisation (depreciation) f) amortisation for the period (due to) amortisation depreciation in respect of liquidation g) closing accumulated amortisation (depreciation) h) opening impairment write

29 offs increase decrease i) closing impairment writeoffs j) closing net value of intangible assets INTANGIBLE ASSETS (OWNERSHIP STRUCTURE) a) own b) used pursuant to a lease, rental or other contract, including leasing contract, including: 0 0 Total intangible assets Note 2 TANGIBLE FIXED ASSETS a) tangible assets, including: 68,205 66,343 land (including right of perpetual usufruct of land) 8,084 8,084 buildings, premises, civil and water engineering structures 39,605 40,442 technical equipment and machines 2,725 2,278 vehicles 17,495 15,257 other tangible assets b) tangible assets under construction 7,129 5,775 c) advances for tangible assets under construction 5, Total tangible fixed assets 81,155 72,512 CHANGES OF TANGIBLE ASSETS (BY GENERIC GROUPS) land (including right of perpetual usufruct of land) buildings, premises, civil and water engineering structures technical equipment and machines vehicles other tangibl e assets Total tangibl e assets a) opening gross value of tangible assets 8,084 40,719 2,684 22, ,691 b) increases (due to) , ,236 purchase , ,236 c) decreases (due to) , ,496 sale/liquidation , ,496 d) closing gross value of tangible assets 8,084 40,819 3,350 27, ,431 e) opening accumulated amortisation (depreciation) , ,348 f) amortisation for the period (due to) , ,878 amortisation , ,185 - depreciation in respect of liquidation

30 g) closing accumulated amortisation (depreciation) h) opening impairment writeoffs 0 1, , , increase decrease i) closing impairment writeoffs j) closing net value of tangible assets 8,084 39,605 2,725 17, ,205 BALANCE SHEET TANGIBLE ASSETS (OWNERSHIP STRUCTURE) a) own 57,484 57,044 b) used pursuant to a lease, rental or other contract, including leasing contract, including: 10,721 9,299 tax operating lease 1,740 2,180 finance lease 8,981 7,119 Total balance sheet tangible assets 68,205 66,343 OFF-BALANCE SHEET TANGIBLE ASSETS used pursuant to a lease, rental or other contract, including leasing contract, including: Total off-balance sheet tangible assets 0 0 Note 3 LONG-TERM RECEIVABLES a) receivables from related entities, including: 0 0 from subsidiaries (due to) 0 0 from joint subsidiaries (due to) 0 0 from associated entities (due to) 0 0 from a significant investor (due to) 0 0 from a partner of a joint subsidiary (due to) 0 0 from a parent company (due to) 0 0 b) from other entities (due to) deposits Net long-term receivables c) receivables' revaluation write-offs 0 0 Gross long-term receivables

31 CHANGE IN LONG-TERM RECEIVABLES (BY TITLES) a) opening balance security deposit b) increases (due to) 68 3 deposit payment 68 3 c) decreases (due to) deposit return d) closing balance security deposit related to rental of premises security deposit related to ground lease 31 7 other security deposits CHANGE IN LONG-TERM RECEIVABLES' REVALUATION WRITE-OFFS Opening balance 0 0 a) increases (due to) b) decreases (due to) Closing long-term receivables' revaluation write-offs 0 0 LONG-TERM RECEIVABLES (CURRENCY STRUCTURE) CURRENCY a) in Polish currency b) in foreign currencies (by currencies and after conversion into PLN) b1. in currency in thous. EUR 5 5 after conversion into thous. PLN other currencies in thous. PLN 0 0 Total long-term receivables Note 4 CHANGE IN REAL PROPERTY (BY GENERIC GROUPS) a) opening balance 0 0 b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing balance 0 0 CHANGE IN INTANGIBLE ASSETS (BY GENERIC GROUPS) a) opening balance 0 0 b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing balance

32 LONG-TERM FINANCIAL ASSETS a) in subsidiaries 0 0 shares 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other long-term financial assets (by type) 0 0 b) in joint subsidiaries 0 0 shares 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other long-term financial assets (by type) 0 0 c) in affiliated entities 0 0 shares 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other long-term financial assets (by type) 0 0 d) in a significant investor 0 0 shares 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other long-term financial assets (by type) 0 0 e) in a partner of a joint subsidiary 0 0 shares 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other long-term financial assets (by type) 0 0 f) in a parent company 0 0 shares 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other long-term financial assets (by type) 0 0 g) in other entities shares debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other long-term financial assets (by type) 0 0 Total long-term financial assets

33 SHARES IN SUBORDINATE ENTITIES CALCULATED BY MEANS OF THE EQUITY METHOD, INCLUDING: a) goodwill of subordinate entities 0 0 subsidiaries 0 0 joint subsidiaries 0 0 affiliated entities 0 0 b) negative goodwill of subordinate entities 0 0 subsidiaries 0 0 joint subsidiaries 0 0 affiliated entities 0 0 CHANGE IN GOODWILL SUBSIDIARIES a) opening gross goodwill 0 0 b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing gross goodwill 0 0 e) opening goodwill write-off 0 0 f) goodwill write-off for the period (due to) 0 0 g) closing goodwill write-off 0 0 h) closing net goodwill 0 0 CHANGE IN GOODWILL JOINT SUBSIDIARIES a) opening gross goodwill 0 0 b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing gross goodwill 0 0 e) opening goodwill write-off 0 0 f) goodwill write-off for the period (due to) 0 0 g) closing goodwill write-off 0 0 h) closing net goodwill 0 0 CHANGE IN GOODWILL AFFILIATED ENTITIES a) opening gross goodwill 0 0 b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing gross goodwill 0 0 e) opening goodwill write-off 0 0 f) goodwill write-off for the period (due to) 0 0 g) closing goodwill write-off 0 0 h) closing net goodwill

34 CHANGE IN NEGATIVE GOODWILL SUBSIDIARIES a) opening gross negative goodwill 0 0 b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing gross negative goodwill 0 0 e) opening negative goodwill write-off 0 0 f) negative goodwill write-off for the period (due to) 0 0 g) closing negative goodwill write-off 0 0 h) closing net negative goodwill 0 0 CHANGE IN NEGATIVE GOODWILL JOINT SUBSIDIARIES a) opening gross negative goodwill 0 0 b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing gross negative goodwill 0 0 e) opening negative goodwill write-off 0 0 f) negative goodwill write-off for the period (due to) 0 0 g) closing negative goodwill write-off 0 0 h) closing net negative goodwill 0 0 CHANGE IN NEGATIVE GOODWILL AFFILIATED ENTITIES a) opening gross negative goodwill 0 0 b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing gross negative goodwill 0 0 e) opening negative goodwill write-off 0 0 f) negative goodwill write-off for the period (due to) 0 0 g) closing negative goodwill write-off 0 0 h) closing net negative goodwill 0 0 CHANGE IN LONG-TERM FINANCIAL ASSETS (BY GENERIC GROUPS) a) opening balance shares b) increases (due to) 0 5 balance sheet valuation 0 5 c) decreases (due to) 0 0 balance sheet valuation 0 0 d) closing balance shares

35 Shares in subordinate entities As for , the Company had no shares in subordinate entities. SHARES IN OTHER ENTITIES Item 1 a b c d e f g h and name of the entity, including legal form Zoll Pool Hafen AG registere d office Hamburg scope of business activity customs clearance and provision of harbour services balance sheet value of shares 45 thous. PLN entity's equity, including: share capital 350 thous. EUR % of share capital owned share in total no. of votes at general meeting 2.86% 2.86% value of shares unpaid by the issuer received or receivable dividends for the last accounting year SECURITIES, SHARES AND OTHER LONG- TERM FINANCIAL ASSETS (CURRENCY STRUCTURE) CURRENCY a) in Polish currency 0 0 b) in foreign currencies (by currencies and after conversion into PLN) b1. in currency in thous. EUR after conversion into thous. PLN other currencies in thous. PLN 0 0 Securities, shares and other long-term financial assets in total SECURITIES, SHARES AND OTHER LONG-TERM FINANCIAL ASSETS IN TOTAL (BY TRANSFERABILITY) A. With unlimited transferability, listed on the stock exchange (balance sheet value) 0 0 a) shares (balance sheet value): 0 0 revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices 0 0 b) bonds (balance sheet value): 0 0 revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices 0 0 c) other by generic groups (balance sheet value): 0 0 revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices 0 0 B. With unlimited transferability, listed on OTC markets (balance sheet value) 0 0 a) shares (balance sheet value): 0 0 revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices 0 0 b) bonds (balance sheet value):

36 revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices 0 0 c) other by generic groups (balance sheet value): 0 0 revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices 0 0 C. With unlimited transferability, not listed on the regulated market (balance sheet value) a) shares (balance sheet value): revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices b) bonds (balance sheet value): 0 0 revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices 0 0 c) other by generic groups (balance sheet value): 0 0 revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices 0 0 D. With limited transferability (balance sheet value) 0 0 a) shares (balance sheet value): 0 0 revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices 0 0 b) bonds (balance sheet value): 0 0 revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices 0 0 c) other by generic groups (balance sheet value): 0 0 revaluation corrections (for the period) 0 0 opening value 0 0 value by purchase prices 0 0 Value by purchase prices, in total Total opening value 0 0 Total revaluation corrections (for the period) 0 0 Total balance sheet value LONG-TERM LOANS GRANTED (CURRENCY STRUCTURE) CURRENCY a) in Polish currency 0 0 b) in foreign currencies (by currencies and after conversion into PLN) 0 0 b1. in currency in thous. 0 0 after conversion into thous. PLN 0 0 other currencies in thous. PLN 0 0 Total long-term loans granted

37 OTHER LONG-TERM INVESTMENTS (BY TYPE) Total other long-term investments 0 0 CHANGE IN OTHER LONG-TERM INVESTMENTS (BY GENERIC GROUPS) a) opening balance 0 0 b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing balance 0 0 OTHER LONG-TERM INVESTMENTS (CURRENCY STRUCTURE) CURRENCY a) in Polish currency 0 0 b) in foreign currencies (by currencies and after conversion into PLN) 0 0 b1. in currency in thous. 0 0 after conversion into thous. PLN 0 0 other currencies in thous. PLN 0 0 Total other long-term investments 0 0 Note 5 CHANGE IN DEFERRED INCOME TAX ASSETS Opening deferred income tax assets, including: 1, a) applied to the financial result 1, b) applied to equity 0 0 c) applied to goodwill or negative goodwill Increases 33 1,808 a) applied to the financial result of the period in relation to negative temporary differences (due to) 33 1,808 provision for balance sheet inspection costs 1 7 receivables' revaluation write-offs provision for retirement gratuities and holiday 0 47 payroll and ZUS liabilities 3 5 provision for court cases 17 0 cash exchange rate differences 0 1 liabilities' valuation exchange rate differences 7 0 value of amortisation in relation to lease payments amortisation differences 5 6 receivables' valuation exchange rate differences 0 10 leasing valuation exchange rate differences 0 86 other provisions 0 84 unpaid interest on loans tax loss to be settled in the following year 0 1,246 b) applied to the financial result of the period in relation to tax loss (due to) tax loss

38 c) applied to equity in relation to negative temporary differences (due to) 0 0 d) applied to equity in relation to tax loss (due to) 0 0 e) applied to goodwill or negative goodwill in relation to negative temporary differences (due to) Reductions a) applied to the financial result of the period in relation to negative temporary differences (due to) provision for balance sheet inspection costs 0 6 receivables' revaluation write-offs provision for retirement gratuities and holiday 9 33 payroll and ZUS liabilities 0 8 cash exchange rate differences 1 2 value of amortisation in relation to lease payments amortisation differences 0 1 receivables' valuation exchange rate differences 5 0 leasing valuation exchange rate differences 86 0 other provisions unpaid interest on loans 80 0 shares' valuation exchange rate differences 0 1 provision for tax accountancy 0 10 unpaid interest on liabilities 0 1 b) applied to the financial result of the period in relation to tax loss (due to) tax loss 0 0 c) applied to equity in relation to negative temporary differences (due to) 0 0 d) applied to equity in relation to tax loss (due to) 0 0 e) applied to goodwill or negative goodwill in relation to negative temporary differences (due to) Closing deferred income tax assets in total, including: 1,378 1,808 a) applied to the financial result 1,378 1,808 provision for balance sheet inspection costs 8 7 receivables' revaluation write-offs provision for retirement gratuities and holiday payroll and ZUS liabilities 8 5 provision for court cases 17 0 cash exchange rate differences 0 1 liabilities' valuation exchange rate differences 7 0 value of amortisation in relation to lease payments amortisation differences 11 6 receivables' valuation exchange rate differences 5 10 leasing valuation exchange rate differences 0 86 other provisions 1 84 unpaid interest on loans tax loss to be settled in the following year 1,246 1,246 b) applied to equity 0 0 c) applied to goodwill or negative goodwill

39 OTHER PREPAYMENTS a) prepaid expenses, including: 1, revision repairs of carriages 1, tyres for devices repairs of reloading devices subscription the right to use the fire tank other 10 0 b) other deferred income, including: 0 0 Other accruals and deferred income, in total 1, Note 6 INVENTORY a) materials b) semi-finished products and work-in-process products c) finished products 0 0 d) goods 0 0 e) advances for deliveries 0 0 Total inventory Note 7 SHORT-TERM RECEIVABLES a) from related entities 2,395 4,217 for deliveries and services, falling due: 2,395 1,483 within 12 months 2,395 1,483 in more than 12 months 0 0 claimed in court 0 0 other 0 2,734 b) receivables from other entities 14,855 21,151 for deliveries and services, falling due: 13,833 19,553 within 12 months 13,833 19,553 in more than 12 months 0 0 from tax, subsidy, customs, social security, health and other benefits 902 1,595 claimed in court 0 0 other Total net short-term receivables 17,250 25,368 c) receivables' revaluation write-offs Total gross short-term receivables 17,446 25,959 SHORT-TERM RECEIVABLES FROM RELATED ENTITIES a) for deliveries and services, including: 2,395 1,483 from subsidiaries 0 0 from joint subsidiaries 0 0 from affiliated entities 0 0 from a significant investor 0 0 from the parent company 0 0 from a partner of a joint subsidiary 0 0 from other related entities 2,395 1,483 39

40 b) other, including: 0 2,734 from subsidiaries 0 0 from joint subsidiaries 0 0 from affiliated entities 0 0 from a significant investor 0 0 from the parent company 0 0 from a partner of a joint subsidiary 0 0 from other related entities 0 2,734 c) claimed in court, including: 0 0 from subsidiaries 0 0 from joint subsidiaries 0 0 from affiliated entities 0 0 from a significant investor 0 0 from the parent company 0 0 from a partner of a joint subsidiary 0 0 from other related entities 0 0 Net short-term receivables from related entities, in total 2,395 4,217 d) revaluation write-offs for the receivables from related entities 0 0 Gross short-term receivables from related entities, in total 2,395 4,217 CHANGE IN SHORT-TERM RECEIVABLES' REVALUATION WRITE-OFFS Opening balance a) increases (due to) provision for receivables b) decreases (due to) use Closing short-term receivables' revaluation write-offs GROSS SHORT-TERM RECEIVABLES (CURRENCY STRUCTURE) CURRENCY a) in Polish currency 7,808 14,014 b) in foreign currencies (by currencies and after conversion into PLN) 9,638 11,945 b1. in currency in thous. EUR 2,309 2,471 after conversion into thous. PLN 9,420 10,914 b2. in currency in thous. USD after conversion into thous. PLN Total short-term receivables 17,446 25,959 RECEIVABLES FOR DELIVERIES AND SERVICES (GROSS) WITH THE FOLLOWING PAYMENT PERIOD FROM THE BALANCE SHEET DATE: a) up to 1 month 11,345 13,066 b) from more than 1 month up to 3 months 927 1,023 c) from more than 3 months up to 6 months 0 0 d) from more than 6 months up to 1 year 0 0 e) more than 1 year 0 0 f) overdue receivables 4,152 7,539 Total receivables for deliveries and services (gross) 16,424 21,628 g) revaluation write-offs for the receivables for deliveries and

41 services Total receivables for deliveries and services (net) 16,228 21,037 OVERDUE RECEIVABLES FOR DELIVERIES AND SERVICES (GROSS) DIVIDED INTO RECEIVABLES NOT REPAID IN THE PERIOD: a) up to 1 month 3,805 5,806 b) from more than 1 month up to 3 months c) from more than 3 months up to 6 months d) from more than 6 months up to 1 year e) more than 1 year Total overdue receivables for deliveries and services (gross) 4,152 7,539 f) revaluation write-offs for overdue receivables for deliveries and services Total overdue receivables for deliveries and services (net) 3,956 6,948 Note 8 As on all the doubtful and disputable receivables are covered by revaluation write-offs. Note 9 SHORT-TERM FINANCIAL ASSETS a) in subsidiaries 0 0 shares 0 0 dividend and other participation in profit receivables 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other short-term financial assets (by type) 0 0 b) in joint subsidiaries 0 0 shares 0 0 dividend and other participation in profit receivables 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other short-term financial assets (by type) 0 0 c) in affiliated entities 0 0 shares 0 0 dividend and other participation in profit receivables 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other short-term financial assets (by type) 0 0 d) in a significant investor 0 0 shares 0 0 dividend and other participation in profit receivables 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other short-term financial assets (by type) 0 0 e) in a partner of a joint subsidiary 0 0 shares

42 dividend and other participation in profit receivables 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other short-term financial assets (by type) 0 0 f) in a parent company 0 0 shares 0 0 dividend and other participation in profit receivables 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other short-term financial assets (by type) 0 0 g) in other entities 0 0 shares 0 0 dividend and other participation in profit receivables 0 0 debt securities 0 0 other securities (by type) 0 0 granted loans 0 0 other short-term financial assets (by type) 0 0 h) cash and cash equivalents 5,652 14,598 cash in hand and at bank 196 4,175 other cash 5,456 10,423 other cash equivalents 0 0 Total short-term financial assets 5,652 14,598 42

43 SECURITIES, SHARES AND OTHER SHORT-TERM FINANCIAL ASSETS (CURRENCY STRUCTURE) CURRENCY a) in Polish currency 0 0 b) in foreign currencies (by currencies and after conversion into PLN) 0 0 b1. in currency in thous. 0 0 after conversion into thous. PLN 0 0 other currencies in thous. PLN 0 0 Securities, shares and other short-term financial assets in total 0 0 SECURITIES, SHARES AND OTHER SHORT-TERM FINANCIAL ASSETS IN TOTAL (BY TRANSFERABILITY) A. With unlimited transferability, listed on the stock exchange (balance sheet value) 0 0 a) shares (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices 0 0 b) bonds (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices (adjusted purchase price) 0 0 c) other by generic groups (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices 0 0 B. With unlimited transferability, listed on OTC markets (balance sheet value) 0 0 a) shares (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices 0 0 b) bonds (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices 0 0 c) other by generic groups (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices 0 0 C. With unlimited transferability, not listed on the regulated market (balance sheet value) 0 0 a) shares (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices 0 0 b) bonds (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices

44 c) other by generic groups (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices 0 0 D. With limited transferability (balance sheet value) 0 0 a) shares (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices 0 0 b) bonds (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices 0 0 c) other by generic groups (balance sheet value): 0 0 fair value 0 0 market value 0 0 value by purchase prices 0 0 Value by purchase prices, in total 0 0 Total opening value 0 0 Total revaluation corrections (for the period) 0 0 Total balance sheet value 0 0 SHORT-TERM LOANS GRANTED (CURRENCY STRUCTURE) CURRENCY a) in Polish currency 0 0 b) in foreign currencies (by currencies and after conversion into PLN) 0 0 b1. in currency in thous. 0 0 after conversion into thous. PLN 0 0 other currencies in thous. PLN 0 0 Total short-term loans granted 0 0 CASH AND CASH EQUIVALENTS (CURRENCY STRUCTURE) CURRENCY a) in Polish currency ,478 b) in foreign currencies (by currencies and after conversion into PLN) 5,009 4,121 b1. in currency in thous. EUR 1, after conversion into thous. PLN 4,875 3,610 b2. in currency in thous. USD after conversion into thous. PLN Total cash and cash equivalents 5,652 14,599 OTHER SHORT-TERM INVESTMENTS (BY TYPE) movables for sale 0 1,206 Total other short-term investments 0 1,206 44

45 OTHER SHORT-TERM INVESTMENTS (CURRENCY STRUCTURE) CURRENCY a) in Polish currency 0 1,206 b) in foreign currencies (by currencies and after conversion into PLN) 0 0 b1. in currency in thous. 0 0 after conversion into thous. PLN 0 0 other currencies in thous. PLN 0 0 Total other short-term investments 0 1,206 Note 10 SHORT-TERM PREPAYMENTS AND ACCRUALS a) prepaid expenses, including: 1, insurance subscription 3 13 revision repairs of carriages tyres for devices the right to use tank 10 9 other b) other deferred income, including: 0 1,615 Marco Polo subsidy 0 1,586 revenue ate the turn of the year (2010/2011) 0 28 other 0 1 Short-term prepayments and deferred income, in total 1,185 2,447 The company being the beneficiary of a subsidy under the Marco Polo II programme, in 2012 recorded revenues in respect of this programme in the amount of 1,402 thous. PLN. Marco Polo II Programme was implemented till 30 June Note 11 In 2012 there were no circumstances/events that would require any assets' impairment write-offs to be made by the Company. 45

46 Note 12 A B C D Series / issue Total no. of shares Total share capital Type of shares registered ordinary bearer shares ordinary bearer shares ordinary bearer shares Type of preferential rights attached to shares 2 votes in General Meeting Face value of one share (in PLN) = 1.00 SHARE CAPITAL (STRUCTURE) on Type of limitation of rights to shares Number of shares Value of the series / issuance according to the face value no 32,539,332 32,539,332 no no 28,269,668 28,269,668 no no 6,756,556 6,756,556 Form of capital coverage from conversion from conversion share issuance no no 10,000,000 10,000,000 share issuance 77,565,556 77,565,556 Date of registrat ion Right to dividend (as of the date) As a result of completing the "Reverse SPO" transaction (described in the Annual statement for 2011 and in current reports submitted by the Company), on 2 January 2012, a district court having jurisdiction over the Company 's registered office issued a decision on registration of 10,000,000 Company shares of Series D, and in result registered an increase in the share capital of PCC Intermodal S.A. by PLN 10,000,000. The table below presents Company's shareholder structure as on the date of submission of this report, compiled on the basis of the notifications received from shareholders (pursuant to Art. 69 and 87 of the Act on Public Offer and the Conditions for Admitting Financial Instruments to the Regulated System of Trading and on Publicly Traded Companies). Shareholder structure as on 15 March Shareholder Participation in Participation in Number of No. of votes in the share the votes in shares the GMS capital GMS PCC SE 48,000, % 80,539, % series A (with preferential rights attached) 32,539, % 65,078, % series B (ordinary) 5,460, % 5,460, % series D (ordinary) 10,000, % 10,000, % DB Schenker Rail Polska S.A. 10,809, % 10,809, % Other 18,756, % 18,756, % Total 77,565, % 110,104, % Note 13 OWN SHARES Number Value by purchase price Balance sheet value Purpose of purchase Destination

47 ISSUER'S SHARES OWNED BY SUBORDINATE ENTITIES Name of entity, registered office Number Value by purchase price Balance sheet value Note SUPPLEMENTARY CAPITAL a) from sale of shares above their face value 44,543 12,076 b) created statutorily 0 0 c) created in accordance with the articles of association / company deed above the statutorily required (minimum) value d) from shareholders' / partners' additional contributions 0 0 e) other (by type) Total supplementary capital 44,606 12,139 Note 15 REVALUATION RESERVE a) from tangible assets revaluation 0 0 b) from gains / losses on valuation of financial instruments, including: 0 0 from valuation of hedging instruments 0 0 c) from deferred tax 0 0 d) exchange rate differences from conversion of international branches 0 0 e) other (by type) 0 0 Total revaluation reserve 0 0 Note 16 OTHER RESERVE CAPITAL (BY INTENDED USE) unregistered contribution to share capital 0 10,000 share premium less issue costs of issuance incurred up to ,480 Other reserve capital, in total 0 42,480 Note 17 NET INCOME WRITE-OFFS DURING THE ACCOUNTING YEAR (DUE TO) Net income write-offs during the accounting year, in total

48 Note 18 CHANGE IN DEFERRED INCOME TAX LIABILITY Opening deferred income tax liability, including: a) applied to the financial result released provisions b) applied to equity 0 0 c) applied to goodwill or negative goodwill Increases a) applied to the financial result of the period in relation to positive temporary differences (due to) cash exchange rate differences 2 0 surplus of tangible assets net value over liabilities in respect of leasing investment credit valuation exchange rate differences 3 0 liabilities' valuation exchange rate differences 0 16 lease liabilities' valuation exchange differences 16 0 b) applied to equity in relation to positive temporary differences (due to) 0 0 c) applied to goodwill or negative goodwill in relation to positive temporary differences (due to) Reductions a) applied to the financial result of the period in relation to positive temporary differences (due to) lease 0 16 liabilities' valuation exchange rate differences 16 0 surplus of tangible assets net value over liabilities in respect of leasing other 0 34 b) applied to equity in relation to positive temporary differences (due to) 0 0 c) applied to goodwill or negative goodwill in relation to positive temporary differences Closing deferred income tax liability, in total: a) applied to the financial result cash exchange rate differences 2 0 investment credit valuation exchange rate differences 3 0 lease liabilities' valuation exchange differences 16 0 liabilities' valuation exchange rate differences 0 16 surplus of tangible assets net value over liabilities in respect of leasing b) applied to equity 0 0 c) applied to goodwill or negative goodwill

49 CHANGE IN LONG-TERM PROVISION FOR RETIREMENT AND SIMILAR BENEFITS (BY TITLES) a) opening balance provision for retirement gratuities b) increases (due to) provision for retirement gratuities c) utilisation (due to) d) release (due to) provision for retirement gratuities e) closing balance provision for retirement gratuities CHANGE IN SHORT-TERM PROVISION FOR RETIREMENT AND SIMILAR BENEFITS (BY TITLES) a) opening balance provision for unused holiday b) increases (due to) provision for unused holiday c) utilisation (due to) provision for unused holiday d) release (due to) e) closing balance provision for unused holiday CHANGE IN OTHER LONG-TERM PROVISIONS (BY TITLES) a) opening balance 0 0 b) increases (due to) 0 0 c) utilisation (due to) 0 0 d) release (due to) 0 0 e) closing balance 0 0 CHANGE IN OTHER SHORT-TERM PROVISIONS (BY TITLES) a) opening balance audit other b) increases (due to) audit other c) utilisation (due to) audit other d) release (due to) e) closing balance audit other

50 Note 19 LONG-TERM LIABILITIES a) towards subsidiaries 0 0 loans and borrowings 0 0 for issuance of debt securities 0 0 other financial liabilities, including: 0 0 finance lease contracts 0 0 other (by type) 0 0 b) towards joint subsidiaries 0 0 loans and borrowings 0 0 for issuance of debt securities 0 0 other financial liabilities, including: 0 0 finance lease contracts 0 0 other (by type) 0 0 c) towards affiliated entities 0 0 loans and borrowings 0 0 for issuance of debt securities 0 0 other financial liabilities, including: 0 0 finance lease contracts 0 0 other (by type) 0 0 d) towards a significant investor 0 0 loans and borrowings 0 0 for issuance of debt securities 0 0 other financial liabilities, including: 0 0 finance lease contracts 0 0 other (by type) 0 0 e) towards a partner of a joint subsidiary 0 0 loans and borrowings, including: 0 0 long-term in respect of the loan term 0 0 for issuance of debt securities 0 0 for dividends 0 0 other financial liabilities, including: 0 0 for deliveries and services, maturing: 0 0 finance lease contracts 0 0 other (by type) 0 0 f) towards the parent company 5,801 0 loans and borrowings 5,801 0 for issuance of debt securities 0 0 other financial liabilities, including: 0 0 finance lease contracts 0 0 other (by type) 0 0 g) towards other entities 6,744 6,584 loans and borrowings for issuance of debt securities 0 0 other financial liabilities, including: 5,880 6,584 - deposits 0 1,135 finance lease contracts 5,880 5,449 other (by type) 0 0 Total long-term liabilities 12,545 6,584 50

51 LONG-TERM LIABILITIES, WITH THE PAYMENT PERIOD FROM THE BALANCE SHEET DATE a) from more than 1 year up to 3 years 10,559 5,865 b) from more than 3 years up to 5 years 1, c) more than 5 years 0 0 Total long-term liabilities 12,545 6,584 LONG-TERM LIABILITIES (CURRENCY STRUCTURE) CURRENCY a) in Polish currency 1,203 1,223 b) in foreign currencies (by currencies and after conversion into PLN) 11,342 5,361 b1. in currency in thous. EUR 2,774 1,214 after conversion into thous. PLN 11,342 5,361 other currencies in thous. PLN 0 0 Total long-term liabilities 12,545 6,584 51

52 LONG-TERM LIABILITIES FOR LOANS AND BORROWINGS Name of the entity, including legal form Registered office Loan / borrowing amount pursuant to the contract in thous. PLN in currency unit currency Outstanding amount of the loan / borrowing in thous. PLN in currency unit currency Interest rate terms PCC SE Germany 5,801 1,419 thous. EUR 5,801 1,419 thous. EUR fixed interest rate Nordea Bank Polska S.A. Poland 1, thous. EUR thous. EUR EURIBOR 1M+ bank margin Time limit for payment Securities registered pledge on the fixed asset Hyster RS LS CH Othe r LONG-TERM LIABILITIES FOR DEBT FINANCIAL INSTRUMENTS ISSUED Debt financial instruments by type Face value Interest rate terms Redemption date Guaranties / securities Additional rights Quotation market Other

53 Note 20 SHORT-TERM LIABILITIES a) towards subsidiaries 0 0 loans and borrowings, including: 0 0 long-term in respect of the loan term 0 0 for issuance of debt securities 0 0 for dividends 0 0 other financial liabilities, including: 0 0 for deliveries and services, maturing: 0 0 within 12 months 0 0 in more than 12 months 0 0 advances received for deliveries 0 0 bill of exchange liabilities 0 0 other (by type) 0 0 b) towards joint subsidiaries 0 0 loans and borrowings, including: 0 0 long-term in respect of the loan term 0 0 for issuance of debt securities 0 0 for dividends 0 0 other financial liabilities, including: 0 0 for deliveries and services, maturing: 0 0 within 12 months 0 0 in more than 12 months 0 0 advances received for deliveries 0 0 bill of exchange liabilities 0 0 other (by type) 0 0 c) towards affiliated entities 0 0 loans and borrowings, including: 0 0 long-term in respect of the loan term 0 0 for issuance of debt securities 0 0 for dividends 0 0 other financial liabilities, including: 0 0 for deliveries and services, maturing: 0 0 within 12 months 0 0 in more than 12 months 0 0 advances received for deliveries 0 0 bill of exchange liabilities 0 0 other (by type) 0 0 d) towards a significant investor 0 0 loans and borrowings, including: 0 0 long-term in respect of the loan term 0 0 for issuance of debt securities 0 0 for dividends 0 0 other financial liabilities, including: 0 0 for deliveries and services, maturing: 0 0 within 12 months 0 0 in more than 12 months 0 0 advances received for deliveries 0 0 bill of exchange liabilities 0 0 other (by type)

54 e) towards a partner of a joint subsidiary 0 0 loans and borrowings, including: 0 0 long-term in respect of the loan term 0 0 for issuance of debt securities 0 0 for dividends 0 0 other financial liabilities, including: 0 0 for deliveries and services, maturing: 0 0 within 12 months 0 0 in more than 12 months 0 0 advances received for deliveries 0 0 bill of exchange liabilities 0 0 other (by type) 0 0 f) towards the parent company loans and borrowings, including: 69 0 long-term in respect of the loan term 69 0 for issuance of debt securities 0 0 for dividends 0 0 other financial liabilities, including: 0 0 for deliveries and services, maturing: within 12 months in more than 12 months 0 0 advances received for deliveries 0 0 bill of exchange liabilities 0 0 other (by type) 0 0 g) towards other related entities loans and borrowings, including: 0 0 long-term in respect of the loan term 0 0 for issuance of debt securities 0 0 for dividends 0 0 other financial liabilities, including: 0 0 for deliveries and services, maturing: within 12 months in more than 12 months 0 0 advances received for deliveries 0 0 bill of exchange liabilities 0 0 other (by type) 0 0 h) towards other entities 21,845 23,032 loans and borrowings, including: 5,299 0 long-term in respect of the loan term 5,299 0 for issuance of debt securities 0 0 for dividends 0 0 other financial liabilities, including: 2,395 2,496 for lease 2,395 2,496 for deliveries and services, maturing: 13,256 16,282 within 12 months 13,256 16,282 in more than 12 months 0 0 advances received for deliveries 0 0 bill of exchange liabilities 0 0 for tax, customs, insurance and other liabilities for payroll other (by type) 313 3,651 settlements of non-financial fixed assets' purchase

55 other 59 2,678 i) special funds (by titles) 0 0 Total short-term liabilities 22,600 23,849 SHORT-TERM LIABILITIES (CURRENCY STRUCTURE) CURRENCY a) in Polish currency 14,052 14,990 b) in foreign currencies (by currencies and after conversion into PLN) 8,548 8,859 b1. in currency in thous. EUR 1,888 1,814 after conversion into thous. PLN 7,717 8,012 b2. in currency in thous. USD after conversion into thous. PLN other currencies in thous. PLN 0 0 Total short-term liabilities 22,600 23,849 55

56 SHORT-TERM LIABILITIES FOR LOANS AND BORROWINGS Name of the entity, including legal form Nordea Bank Polska S.A. Register ed office Loan / borrowing amount pursuant to the contract in thous. PLN in currency unit currency Outstanding amount of the loan / borrowing in thous. PLN in currency unit currency Poland thous. EUR thous. EUR Interest rate terms EURIBOR 1M+ bank margin Time limit for payment Securities registered pledge on the fixed asset Hyster RS LS CH Other - Nordea Bank Polska S.A. Poland 4,994 - thous. PLN 4,994 - thous. PLN WIBOR 1M+ bank margin Surety granted by PCC SE, assignment of receivables paid in March 2013 Debt securities by type Face value Interest rate terms SHORT-TERM LIABILITIES FOR DEBT FINANCIAL INSTRUMENTS ISSUED Redemption date Guaranties / securities Additional rights Other

57 Note 21 CHANGE IN NEGATIVE GOODWILL Opening balance 0 0 a) increases (due to) b) decreases (due to) Closing balance of negative goodwill 0 0 OTHER ACCRUALS AND DEFERRED INCOME a) accrued expenses 0 0 long-term (by type) short-term (by type) b) deferred income 40 0 long-term (by type) short-term (by type) /2013 revenue 40 0 Other accruals and deferred income, in total 40 0 Note 22 Book value per one share Book value per one share was calculated as a quotient of equity capital and number of shares at the end of the given reporting period. The number of shares as at the end of 2011 was 67,565,556, while at the end of 2012 it was 77,565,

58 EXPLANATORY NOTES TO OFF-BALANCE SHEET ITEMS Note 23 CONDITIONAL RECEIVABLES FROM RELATED ENTITIES (DUE TO) a) received guarantees and sureties, including: 0 0 from subsidiaries 0 0 from joint subsidiaries 0 0 from affiliated entities 0 0 from a significant investor 0 0 from a partner of a joint subsidiary 0 0 from the parent company 0 0 b) other (due to) 0 0 including: from subsidiaries 0 0 including: from joint subsidiaries 0 0 including: from affiliated entities 0 0 including: from a significant investor 0 0 including: from a partner of a joint subsidiary 0 0 including: from the parent company 0 0 Conditional receivables from related entities, in total 0 0 CONDITIONAL LIABILITIES TOWARDS RELATED ENTITIES (DUE TO) a) granted guarantees and sureties, including: 0 0 for subsidiaries 0 0 for joint subsidiaries 0 0 for affiliated entities 0 0 for a significant investor 0 0 for a partner of a joint subsidiary 0 0 for the parent company 0 0 b) other (due to) 0 0 including: for subsidiaries 0 0 including: for joint subsidiaries 0 0 including: for affiliated entities 0 0 including: for a significant investor 0 0 including: for a partner of a joint subsidiary 0 0 including: for the parent company 0 0 Conditional liabilities towards related entities, in total

59 Note 24 EXPLANATORY NOTES TO THE INCOME STATEMENT NET REVENUE FROM SALES OF PRODUCTS (BY TYPES OF ACTIVITY) shipping services 16,380 9,805 including: from related entities 12,406 8,160 intermodal transport services 161, ,347 including: from related entities 14,579 9,470 Net revenue from sales of products, in total 178, ,152 including: from related entities 26,985 17,630 NET REVENUE FROM SALES OF PRODUCTS (BY TERRITORY) a) Poland 88,538 89,817 including: from related entities 15,736 11,227 b) export 78,647 72,673 including: from related entities 11,249 6,403 c) other 10,847 2,662 Net revenue from sales of products, in total 178, ,152 including: from related entities 26,985 17,630 Note 25 NET REVENUE FROM SALES OF GOODS AND MATERIALS (BY TYPES OF ACTIVITY) Net revenue from sales of goods and materials, in total 0 0 including: from related entities 0 0 NET REVENUE FROM SALES OF GOODS AND MATERIALS (BY TERRITORY) a) Poland 0 0 including: from related entities 0 0 b) export 0 0 including: from related entities 0 0 Net revenue from sales of goods and materials, in total 0 0 including: from related entities

60 Note 26 COSTS BY TYPE a) amortisation 4,247 2,138 b) consumption of materials and energy 6,037 3,517 c) outsourced services 167, ,707 d) taxes and charges 1, e) payroll 10,642 8,873 f) social security and other benefits 2,040 1,535 g) other prime costs (due to) 1, Costs by type, in total 192, ,170 Change in the inventory, products as well as prepayments and accruals (1,424) (263) Cost of manufacturing of products for entity's own needs (negative value) (162) (144) Selling costs (negative value) 0 0 General administration costs (negative value) (12,548) (12,196) Cost of manufacturing of the products sold 178, ,567 Note 27 OTHER OPERATING REVENUE a) released provisions (due to) provision for retirement and disability benefits b) other, including: fines and damages disclosure of fixed assets 0 20 other Other operating revenue, in total Note 28 OTHER OPERATING COSTS a) created provisions (due to) for retirement gratuities for holiday other provisions 90 0 b) other, including: related to damages settlement of partners' participation in the Marco Polo scheme discontinued investments 0 10 other Other operating costs, in total 1, In the period from to the Company created additional write-offs which revalued overdue receivables to the amount of 58 thous. PLN. 60

61 Note 29 FINANCIAL REVENUE FROM DIVIDEND AND PARTICIPATION IN PROFIT a) from related entities, including: 0 0 from subsidiaries 0 0 from joint subsidiaries 0 0 from affiliated entities 0 0 from a significant investor 0 0 from a partner of a joint subsidiary 0 0 from the parent company 0 0 b) from other entities 0 0 Financial revenue from dividend and participation in profit, in total 0 0 FINANCIAL REVENUE FROM INTEREST a) on borrowings granted 0 0 from related entities, including: 0 0 from subsidiaries 0 0 from joint subsidiaries 0 0 from affiliated entities 0 0 from a significant investor 0 0 from a partner of a joint subsidiary 0 0 from the parent company 0 0 from other entities 0 0 b) other interest from related entities, including: 0 0 from subsidiaries 0 0 from joint subsidiaries 0 0 from affiliated entities 0 0 from a significant investor 0 0 from a partner of a joint subsidiary 0 0 from the parent company 0 0 from other entities Total financial revenue from interest OTHER FINANCIAL REVENUE a) positive exchange differences 0 11,069 realised 0 10,985 unrealised 0 84 b) released provisions (due to) c) other, including: 0 0 extinguished financial liabilities 0 0 other 0 0 Other financial revenue, in total 0 11,069 61

62 Note 30 FINANCIAL COSTS RELATED TO INTEREST a) on loans and borrowings for related entities, including: for subsidiaries 0 0 for joint subsidiaries 0 0 for affiliated entities 0 0 for a significant investor 0 0 for a partner of a joint subsidiary 0 0 for the parent company for other related entities 0 0 for other entities b) other interest for related entities, including: 0 0 for subsidiaries 0 0 for joint subsidiaries 0 0 for affiliated entities 0 0 for a significant investor 0 0 for a partner of a joint subsidiary 0 0 for the parent company 0 0 for other related entities 0 0 for other entities Financial costs related to interest, in total OTHER FINANCIAL COSTS a) negative exchange differences 80 11,206 realised ,698 unrealised (513) 508 b) created provisions (due to) c) other, including: 7 25 loan service costs 0 0 other costs 7 25 Other financial costs, in total 87 11,231 Note 31 Profit (loss) on sale of all or part of the shares of subordinate entities. In 2012, the Company had no subordinate entities. Note 32 EXTRAORDINARY GAINS a) acts of God 0 0 b) other (by title) 0 0 Extraordinary gains, in total

63 Note 33 EXTRAORDINARY LOSSES a) acts of God 0 0 b) other (by title) 0 0 Extraordinary losses, in total 0 0 Note 34 CURRENT INCOME TAX Gross profit (loss) (13,799) 2, Consolidation adjustments Differences between the gross profit (loss) and taxation base for the income tax (by titles) (1,171) (2,663) receivables' revaluation write-offs unpaid remuneration plus related expenditure 19 (18) provisions for retirement gratuities 11 9 provision for unused holiday (60) 66 provisions for other costs (346) 337 unpaid interest on liabilities 0 0 budgetary interest 1 1 balance sheet valuation exchange differences (547) 669 representation costs donations 78 0 principal instalments of the lease (financial from the accounting point of view operating from the taxation point (425) (497) of view) amortisation differences unpaid interest on receivables 0 0 State Fund for Rehabilitation of the Disabled payers' remuneration (3) (2) - membership contributions interest on loan (420) 420 other previous years' loss 0 (3,915) 4. Taxation base for the income tax (14,970) 0 5. Income tax in accordance with the 19% rate Tax increases, waivers, exemptions, deductions and reductions Current income tax indicated (demonstrated) in the tax return for the period, including: 0 0 demonstrated in the income statement 0 0 relating to the positions which decreased or increased shareholders' equity 0 0 relating to the positions which decreased or increased goodwill or negative goodwill

64 DEFERRED INCOME TAX PRESENTED IN THE INCOME STATEMENT: reduction (increase) due to emergence and reversal of temporary differences 650 (1,508) reduction (increase) due to change of tax rates 0 0 reduction (increase) due to a previously unregistered tax loss, tax reduction or previous period's temporary difference 0 0 reduction (decrease) due to assets' write-off due to deferred income tax or lack of possibility to use the provision for the deferred income tax 0 0 other components of the deferred tax (by title) Deferred income tax, in total 650 (1,508) TOTAL AMOUNT OF THE DEFERRED TAX included in equity 0 0 included n goodwill or negative goodwill 0 0 INCOME TAX PRESENTED IN THE INCOME STATEMENT, RELATING TO: discontinued operations 0 0 result on extraordinary operations 0 0 Note 35 OTHER OBLIGATORY CHARGES ON PROFIT (INCREASES OF LOSS), DUE TO: Other obligatory charges on profit (increases of loss), in total Note PARTICIPATION OF SUBORDINATE ENTITIES IN NET PROFITS (LOSSES) ESTIMATED BY MEANS OF EQUITY METHOD, INCLUDING: subordinate entities' goodwill write-offs 0 0 subordinate entities' negative goodwill write-offs 0 0 write-off of the difference in net assets' valuation

65 Note 37 PROFIT DISTRIBUTION Net profit 0 4,171 coverage of previous years' loss 0 4,171 - dividend payment 0 0 Loss sustained in 2012 is planned to be covered from next years' profit. Note 38 Profit (loss) per one ordinary share Profit (loss) per ordinary share has been calculated based on the following assumptions: the shares privileged in respect of voting rights are treated as ordinary shares; weighted average number of ordinary shares = weighted average diluted number of ordinary shares in 2012 was 77,538,234 shares. Profit (loss) per share was calculated as a quotient of the net profit/loss and the weighted average number of shares in a given reporting period. EXPLANATORY NOTE TO THE CASH FLOW STATEMENT The difference between cash indicated in the cash flow statement in item G. Cash closing balance in the amount of 5,663 thous. PLN and cash indicated in the balance sheet in item II.3.1.c) Cash and cash equivalents (5,652 thous. PLN) results from adjustment made on the basis of the change of cash amount resulting from foreign exchange differences in the amount of 11 thous. PLN. 65

66 B. Additional explanatory notes 1. Financial instruments The main financial instruments used by the Company include leases, bank credits and loans and cash. The main purpose of these financial instruments is to raise funds for the Company's operations. The Company also has other financial instruments such as receivables and liabilities for deliveries and services that arise directly from its operations. The main risks arising from the Company's financial instruments include interest rate risk, liquidity risk, foreign currency risk and credit risk. The Management Board reviews and agrees rules for managing each of these risks - these rules are summarised below. The Company also monitors the market price risk arising from all financial instruments that it holds. In the period covered by the statement, the Company did not use any derivative instruments Financial instruments' classification Recitals Financial assets held for trading Financial liabilities held for trading Loans granted and receivables Held-tomaturity financial assets Financial assets available for sale Other financial liabilities Closing balance for 31 December , , , including: Assets , long-term financial assets in other entities shares - long-term receivables deposits - receivables for deliveries and , services - cash and cash equivalents 0 0 5, Equity and liabilities ,504 long-term liabilities towards other entities bank credits long-term liabilities towards other entities ,801 loans long-term liabilities towards other entities ,880 leases short-term liabilities towards other entities bank ,299 credits short-term liabilities towards other entities ,395 leases - trade liabilities ,942 - other liabilities

67 Recitals Financial assets held for trading Financial liabilities held for trading Loans granted and receivables Held-tomaturity financial assets Financial assets available for sale Other financial liabilities Closing balance for 31 December , , , including: Assets , long-term financial assets in other entities shares - long-term receivables deposits - receivables for deliveries and , services - other receivables 0 0 2, cash and cash equivalents , Equity and liabilities ,152 long-term liabilities towards other entities ,449 leases long-term liabilities towards other entities ,135 deposits short-term liabilities towards other entities ,496 leases - trade liabilities ,099 - other liabilities Interest rate risk The Company has liabilities under lease and credit agreements for which interest is computed on a floating interest rate. Therefore there is a risk of interest rates increase in relation to the contract date (increase in debt servicing costs). Information on liabilities subject to interest rate risk is shown below. During the reporting period, the Company held liabilities bearing floating interest rate, and the lack of assets to offset risk. Due to slight variations in interest rates in recent periods, as well as the lack of expected rapid changes in interest rates in subsequent reporting periods, the Company did not apply interest rate hedging, considering that the interest rate risk was not significant. Regardless of the current situation, the Company monitors its exposure to interest rate risk and interest rate forecasts and does not preclude adoption of protective measures in the future. 67

68 The following table presents the balance-sheet value of the Company's financial instruments exposed to interest rate risk, broken down into different age categories. As for Fixed interest rate <year 1-3 years 3-5 years Total Liabilities 806 6, ,504 Bank credits Loans 0 5, ,801 Financial lease liabilities ,703 Floating interest rate <year 1-3 years 3-5 years Total Liabilities 6,888 3,861 1,986 12,735 Bank credits 5, ,163 Loans Financial lease liabilities 1,589 3,251 1,732 6,572 As for Fixed interest rate <year 1-3 years 3-5 years Total Liabilities 1,028 1, ,693 Bank credits Loans Financial lease liabilities 1,028 1, ,693 Floating interest rate <year 1-3 years 3-5 years Total Liabilities 1,468 3, ,252 Bank credits Loans Financial lease liabilities 1,468 3, ,252 Floating rate interest on financial instruments is updated at intervals of less than one year. Fixed rate interest on financial instruments is determined for the entire period to maturity / due date of these instruments. Other financial instruments of the Company, which are not included in the above tables, are not interest bearing and are therefore not subject to interest rate risk Currency risk The Company is exposed to currency risk. A significant part of the Company's sales is conducted in foreign currencies. Costs of purchased services are also incurred in different currencies. Currency risk is associated primarily with changes in exchange rates of EUR and USD. Exposure to risk associated with other currencies is not material. As at 31 December 2012 currency receivables amounted to 9,579 thous. PLN, which accounted for 59% of total receivables for goods and services. In the comparative period, this value was 11,492 thous. PLN, which accounted for 55% of total receivables for goods and services. 68

69 The closing balance of currency receivables as at 31 December 2012 consisted of: receivables in EUR in the amount of (after conversion into PLN) 9,361 thous. PLN receivables in USD in the amount of (after conversion into PLN) 218 thous. PLN The closing balance of currency receivables as at 31 December 2011 consisted of: receivables in EUR in the amount of (after conversion into PLN) 10,463 thous. PLN receivables in USD in the amount of (after conversion into PLN) 1,029 thous. PLN As at 31 December 2012 currency liabilities amounted to 8,202 thous. PLN, which accounted for 48% of total liabilities for goods and services. In the comparative period, as at 31 December 2011, these values were 8,859 thous. PLN and 52% respectively. The closing balance of currency liabilities as at 31 December 2012 consisted of: liabilities in EUR in the amount of (after conversion into PLN) 7,371 thous. PLN liabilities in USD in the amount of (after conversion into PLN) 831 thous. PLN The closing balance of currency liabilities as at 31 December 2011 consisted of: liabilities in EUR in the amount of (after conversion into PLN) 8,012 thous. PLN liabilities in USD in the amount of (after conversion into PLN) 847 thous. PLN Foreign exchange risk also relates to the Company's cash and cash equivalents, credits, loans and leases. Any adverse changes in exchange rates of foreign currencies, in which the Company carries out clearing or makes payments, may adversely affect the business, financial condition or results of Company operations.. As at 31 December 2012, currency credits, loans and leases amounted to 13,479 thous. PLN, which accounted for 67% of total financial liabilities. In the comparative period, these values were 6,999 thous. PLN and 77% respectively. As at 31 December 2012, cash and cash equivalents in the currency amounted to 5,009 thous. PLN, which accounted for 89% of total cash and cash equivalents. In the comparative period, these values were 4,121 thous. PLN and 28% respectively. The Company also holds shares and long-term receivables, amounting to 15 thous. EUR and other payables of 17 thous. EUR, but due to their low value, these items were considered irrelevant. The Company monitors the exposure to foreign exchange risk, but recognising the risk as insignificant in its business, uses a natural hedging. In the event of significant increase in such risk, the Company allows for the use of appropriate financial instruments, especially derivatives. 69

70 1.4. Market risk sensitivity analysis Interest rate risk Currency risk Impact on the result Impact on capital Impact on the result Impact on capital Position in the Value in +100 pb in -100 pb in +100 pb in -100 pb in +15% in -15% in +15% in -15% in financial statements thous. PLN PLN PLN PLN PLN/USD PLN/USD PLN/USD PLN/USD as at PLN +100 pb in -100 pb in +100 pb in -100 pb in +15% in -15% in +15% in -15% in USD USD USD USD PLN/EUR PLN/EUR PLN/USD PLN/USD +100 pb in -100 pb in +100 pb in -100 pb in EUR EUR EUR EUR Assets 22, ,200 (2,200) 0 0 Long-term financial assets in other entities shares Long-term receivables - deposits Receivables for deliveries and services Cash and cash equivalents (6) (3) , ,440 (1,440) 0 0 5, (751) 0 0 Equity and liabilities 34,504 (127) (3,263) 3, Trade liabilities 13, (1,230) 1, Bank credits 6,163 (62) (221) Loans 5, (870) Lease liabilities 8,275 (66) (931) Other liabilities (10)

71 The Company assessed potential changes in market risk as follows: 1% change in PLN percentage rate (growth or drop in the percentage rate) 1% change in EUR percentage rate (growth or drop in the percentage rate) 15% change of PLN/USD exchange rate (growth or drop in the exchange rate); 15% change of PLN/EUR exchange rate (growth or drop in the exchange rate); The above values were determined on an annual basis. The sensitivity analysis carried out by the Company does not consider the impact of taxation Price risk The Company is not exposed to price risk related to financial instruments, but there is a risk of adverse changes in prices of services - both provided and purchased by the Company. Increase in the number of companies dealing with intermodal transport resulted in intensive competition and price war, which in 2012 led to fees decline at certain routes below the break-even point. The Company has taken steps to strengthen sales in the most profitable sectors and to increase rates, even at the expense of losing the less profitable sectors. The Company is also exposed to rising prices of purchased materials and services. Cooperation with some suppliers is based on signed contracts with fixed rates, but most of the prices of services provided to the Company depend on the current economic situation and market competition Credit risk The Company is exposed to credit risk, defined as the risk that creditors will not fulfil their obligations, which may result in loss for the Company. Maximum exposure to credit risk as at was PLN 16,321 thous. and has been estimated as the balance-sheet value of financial receivables. As for Overdue receivables that have not lost their value Age structure of of financial receivables Nominal value of receivables Due receivables that have not lost their value <30 days days days >181 days Receivables for deliveries and services 16,228 12,272 3, Other financial receivables

72 As for Overdue receivables that have not lost their value Age structure of financial receivables Nominal value of receivables Due receivables that have not lost their value <30 days days days >181 days Receivables for deliveries and services 21,037 14,089 5, Other financial receivables 2,784 2, In the opinion of the Management Board, there is no significant concentration of credit risk, as the Company has a number of customers (see point 6.2 of the Management Board Report). The share of 10 largest receivables for goods and services in total receivables for goods and services at the balance-sheet date ( ) amounted to 53.5%. The company takes measures to reduce credit risk, inter alia by checking credibility of customers and current monitoring of their situation. These measures are taken in line with internal procedures and regulations. Due to small (in the opinion of the Board) risk of customers insolvency, receivables are not covered by trade credit insurance. Considering the above, in the opinion of the Board, the credit risk has been recognised in the financial statement through write-offs. Write-offs on credit losses As on 1 January Increases - write-off charged to other operating expenses Release - reversed write-off in other operating income 0 0 Use As on 31 December The credit risk associated with money deposited in banks is considered to be insignificant, as the Company has entered into transactions with institutions with an established financial position Liquidity-related risk The Company is exposed to liquidity risk, defined as the risk of losing the ability to meet its liabilities in a timely manner. The risk is due to potential restrictions on access to financial markets, which may result in the inability to obtain new financing or refinancing for its debt. The level of risk will increase with the increase of the scale of the Company's investments. In the opinion of the Board, taking into account the worse financial condition of the Company in the past year, there is a risk of short-term loss of liquidity, resulting from the mismatch of liabilities maturity dates and cash inflow. PCC Intermodal S.A. will try to limit this risk by ensuring adequate income stream, such as from EU subsidies, credits, leases and short-term loans. Analysis of financial liabilities at intervals is shown below. The presented amounts are undiscounted cash flows, which represent the Company's maximum exposure to risk. 72

73 As for Age structure of financial liabilities Total liabilities <30 days Liabilities due within the period 31 to 90 days 91 to 180 days 180 to 360 days >365 days (see a note below) Trade liabilities 13,942 13, Bank credits 6, , Loans 5, ,801 Financial lease liabilities 8, ,232 5,880 Other financial liabilities Total financial liabilities 34,504 13, ,410 12,611 Liabilities due over 365 days 1-3 years 3-5 years >5 years Trade liabilities Bank credits Loans 5, Financial lease liabilities 4,148 1,732 0 Other financial liabilities Total financial liabilities 10,625 1,986 0 As for Age structure of financial liabilities Total liabilities <30 days Liabilities due within the period 31 to 90 days 91 to 180 days 180 to 360 days >365 days (see a note below) Trade liabilities 17,099 16, Bank credits Loans Financial lease liabilities 7, ,089 5,449 Other financial liabilities 2, ,135 Total financial liabilities 27,152 18, ,108 6,694 Liabilities due over 365 days 1-3 years 3-5 years >5 years Trade liabilities Bank credits Loans Financial lease liabilities 4, Other financial liabilities 1, Total 5, Capital management The Company manages its capital in order to preserve its ability to continue operations, including investment plans, so that it can generate returns for shareholders and benefits to other stakeholders. The Company monitors the return on capital and debt to equity ratio. In the years presented in this report, these ratios were as follows: 73

74 Indicator Formula Equity profitability net income/equity 4.7% -19.6% Equity debt long- and short-term liabilities / shareholders' equity 34.5% 47.7% The increase in the debt to equity ratio is due to the Company's increased debt with the decreasing value of equity (financial loss incurred). 2. The data concerning off-balance sheet items, in particular conditional liabilities, including also guarantees and sureties (including avals) granted by the Issuer, with specific indication of those granted to affiliated entities The Company has no conditional receivables and liabilities. 3. Data concerning any liabilities towards the national budget or local government budgets due to the acquisition of the ownership right to buildings and structures In the presented reporting periods the Company did not have any liabilities towards the national budget or local government budgets due to ownership rights to buildings and structures. 4. Information about revenue, costs and results of the operations discontinued in a given period or planned to be discontinued in the next period The Company did not discontinue any of its operations in the presented periods and is not planning to discontinue any of its operations in the next period. 5. Cost of production of tangible assets under construction, tangible assets for Company's own needs In 2012, the cost of manufacturing the products for entity's own needs amounted to 162 thous. PLN, while in 2011 it was 144 thous. PLN. 6. Capital expenditures incurred and planned to be incurred in the next 12 months from the balance-sheet date, including non-financial fixed assets Expenditures incurred in million PLN including for environmental protection 0 Expenditures planned to be incurred in million PLN. including for environmental protection 0 The planned scope of future investments has been described in the Report of the Management Board on the activities in point 7 and Information about significant transactions concluded by the Issuer with related entities based on terms other than market terms, together with their amounts and information about nature of such transactions The company did not conclude with its related entities any significant transactions on terms other than the market terms. 74

75 7.2. Figures concerning related entities The following tables show the total amount of transactions with related entities. Revenues from sales to related entities Revenues from sales of products and services Revenues from sales of goods and materials Revenues from sales of fixed assets and intangible assets Other operating revenue to the parent company to other related entities 26, Total revenue 26, Purchases from related entities from the parent company - from other related entities Purchase of products and services Purchase of goods and materials Purchase of fixed assets and intangible assets License for the use of the trade mark Other , , Total purchases 6, , In addition to these costs, in the profit and loss account for the year 2012 there are included financial costs from related entities in the amount of 9 thous. PLN. Revenues from sales to related entities Revenues from sales of products and services Revenues from sales of goods and materials Revenues from sales of fixed assets and intangible assets to the parent company to other related entities 17, Total revenues from sales to related entities 17, Purchases from related entities from the parent company - from other related entities Total purchases from related entities Purchase of products and services Purchase of goods and materials Purchase of fixed assets and intangible assets License for the use of the trade mark Other , , , , In addition to these costs, in the profit and loss account for the year 2011 there are included financial costs from related entities in the amount of 423 thous. PLN. 75

76 Receivables from related entities from the parent company 0 2,734 from other related entities 2,395 1,483 Total eceivables from related entities 2,395 4,217 Liabilities towards related entities from the parent company 6, from other related entities Total liabilities towards related entities 6, a) Information about the nature and economic purpose of the contracts concluded by the Issuer and not presented in the balance sheet in the scope necessary to evaluate their impact on the economic and financial situation and on the net income In 2012 the Company did not conclude any contracts which have not been included in the financial statement and which might have an impact on the economic and financial situation and on the net income. 8. Information about common undertakings which are not subject to consolidation In the reporting period there were no common undertakings that would not be subject to consolidation. 9. Information about average employment, divided into professional groups Recitals Blue-collar positions White-collar positions Total Information about the total value of remuneration, awards or benefits paid, due or potentially due, separately for every person managing and supervising the Issuer in Issuer's enterprise Below: remuneration and other benefits paid in 2012 and 2011 to the members of the Management Board and Supervisory Board in PLN. Management Board Wages Additional health insurance Dariusz Stefański 480, , , , Adam Adamek 360, , , , Total 840, , , , Wages Supervisory Board Alfred Pelzer 60, , Wojciech Paprocki 43, , Piotr Juś 21, , Mirosław Pawełko 2, ,

77 Andreas Schulz Daniel Ozon 41, Artur Jędrzejewski 21, Total 190, , Information about unpaid advance payments, loans, borrowings, guarantees, sureties or other contracts pursuant to which the Issuer, its subsidiaries, joint subsidiaries and its affiliated entities are to receive considerations None 11a. Information about terms and conditions of cooperation with an entity authorised to audit the financial statement On 27 April 2012 an agreement was signed with BDO Sp. z o.o. with its registered office in Warsaw, ul. Postępu 12, Warsaw, entered into the list of entities authorised to audit financial statements at No 3355, concerning: inspection of a mid-year, individual financial statement drawn up as on PLN 15,000 fee; inspection of an annual, individual financial statement: drawn up as on PLN 31,000 fee; verification of a consolidation package prepared as on PLN 9,000 fee; tax consulting services PLN 7,500 fee; other services PLN 32,000 fee; The above fee does not include additional contract-related costs incurred by BDO Sp. z o.o., which are settled based on actual expenses (not more than 10% of the contract value). Based on earlier contracts, BDO Sp z o.o. carried out the following: inspection of a mid-year, individual financial statement drawn up as on PLN 14,000 fee; inspection of an annual, individual financial statement: drawn up as on PLN 28,000 fee; verification of a consolidation package prepared as on PLN 9,000 fee. other services PLN 7,773 fee The above fees also did not include additional contract-related costs incurred by BDO Sp. z o.o., which will be settled based on actual expenses (not more than 10% of the contract value). 12. Information about significant events related to previous years and presented in the financial statement for the current period In 2012 there were no significant events related to previous years that would require to be presented in this financial statement. 77

78 13. Information about significant events that occurred after the balance sheet date and not included in the financial statement In the opinion of the Management Board, in the period from the balance sheet date for which the annual financial statement was made, that is 31 December 2012, and the date on which this report was drawn up, no events occurred which might have had any significant impact on future financial results of the Company. 14. Information about relations between the legal predecessor and the Issuer and about the manner and scope of taking over the assets and equity & liabilities In 2012 there was no change of Company status. 15. Financial statement and comparable financial data, at least in relation to the basic items of the balance sheet and income statement, adjusted with appropriate inflation rate, giving its source and the method of use thereof, with the period of the last financial statement used as the base period if the accumulated midyear inflation rate from the period of the last three years of Issuer's operation has achieved or exceeded 100% Accumulated midyear inflation rate from the period of the last three years of Issuer's operation has not achieved or exceeded 100% and therefore the data in the financial statement have not been adjusted with the inflation rate. 16. Comparison and interpretation of differences between the data presented in the financial statement and the comparable financial data and the previously prepared and published financial statements N/A. 17. Changes of the accounting principles (policy) used and method of drawing up of the financial statement made in relation to the previous accounting year (years), causes, designations and impact of the financial effects of such changes on the economic and financial situation, liquidity, financial result and profitability In 2012 the Company did not make any significant changes in the accounting principles used and in the method of drawing up of a financial statement. From 1 January 2013 the Company changed the accounting principles used - from the Polish ones to IAS. This statement is the last statement drawn up under the Polish Accounting Act. 18. Error adjustments, their causes, designations and impact of their financial effects on the economic and financial situation, liquidity, financial result and profitability In 2012 the Company did not identify any essential errors and did not enter any adjustments thereof into the books. 78

79 19. In the case of any uncertainty as regards the possibility to continue the operation, description of such uncertainties and declaration on the existence of such an uncertainty as well as indication whether the financial statement contains any related adjustments. The information should also include a description of actions taken or planned to be taken by the issuer in order to eliminate such uncertainties Company's financial statement was drawn up with the going concern assumption. There are also no circumstances that would indicate any threat to the going concern in the foreseeable future. 20. If the financial statement is drawn up for the period during which there was a merger, indication that the financial statement was made after the merger of companies and indication of the date of the merger and the method used to present an account for the merger (purchase, uniting of shares) N/A. 21. If the equity method was not used in the financial statement to valuate the shares in subordinate entities, the effects of the use of such method and its impact on the financial result should be presented N/A. 22. Information about a consolidated financial statement In 2012 the Company was neither a parent company, nor a substantial investor and did not draw up a consolidated financial statement. Financial statements of PCC Intermodal S.A. are subject to full consolidation conducted by its parent company PCC SE. As mentioned in the previous sections of the statement, the Company acquired, in January 2013, 100% shares in PCC Intermodal GmbH and for periods after 31 December 2012 it will prepare consolidated financial statements. 23. Information other than the information presented above which might have a significant impact on evaluation of the economic and financial situation, financial result and changes thereof The Company does not have any information other than that presented in this statement which might have a significant impact on evaluation of the economic and financial situation and financial result of the entity. 15 March

80 XIII. THE REPORT OF THE MANAGEMENT BOARD ON COMPANY S ACTIVITIES 1. Characteristics of the activity PCC Intermodal S.A. focuses on two main areas of activity: intermodal transport services, including door-to-door transport of containers based on regular rail connections between ports and terminals, synchronised car transport within 150 km from the cargo handling terminal and terminal services such as reloading, handling trains, storage of containers, cleaning, maintenance and repair of containers; forwarding services. Company's operation is based on 4 land cargo handling terminals located in Brzeg Dolny (in the area leased from PCC Rokita S.A.), in Gliwice (in the area leased from the Silesian Logistics Centre - Śląskie Centrum Logistyki Sp.o.o.), in Kutno (own terminal) and in Frankfurt (Oder) (in the area leased from the city of Frankfurt - the terminal managed by the related company - PCC Intermodal GmbH). PCC Intermodal S.A. offers regular connections between these terminals and seaports in Gdańsk, Gdynia, Hamburg, Bremerhaven and Rotterdam. Land transport of containers to/from land terminals is organised by subcontractors, the cooperation with which is based on individual orders or concluded agreements. The entity responsible for organisation of logistics processes is company's headquarters in Gdynia whilst offices in Jaworzno, Brzeg Dolny, Gliwice and Kutno ensure efficiency and coordination of the said processes. PCC Intermodal S.A. operation is based on its own and rented railway platforms. On the Company had 456 of 60-, 80- and 90-degree platforms. 2. Company's development strategy The strategy of PCC Intermodal S.A. includes: construction and putting into operation of a modern network of terminals in strategic locations of intermodal transport development in the country; launching and optimisation of the network of regular container trains in international transport corridors: north-south (Adriatic-Baltic Landbridge) and east-west (NCMP - North Continent Main Ports: Rotterdam - Antwerp - Hamburg / Bremerhaven); limiting of the long-distance road transport of containers in Poland by taking the cargo from roads to railway tracks and maintaining, at the same time, high quality of customer services; achieving a position of a leading logistics operator in the market of intermodal transport in the Central Eastern Europe. 80

81 3. Shareholder structure The table below presents Company's shareholder structure as at 31 December 2012, drawn up on the basis of the notifications received from shareholders (pursuant to Art. 69 and 87 of the Act on Public Offer and the Conditions for Admitting Financial Instruments to the Regulated System of Trading and on Publicly Traded Companies). Shareholder PCC SE - series A (privileged in respect of voting rights) Number of shares Participation in the share capital No. of votes in the GMS Participation in the votes in GMS 32,539, % 65,078, % PCC SE - series B (ordinary) 5,460, % 5,460, % PCC SE - series D (ordinary) 10,000, % 10,000, % PCC SE - total 48,000, % 80,539, % DB Schenker Rail Polska S.A. series B (ordinary) Other - series B and C (ordinary) 10,809, % 10,809, % 18,756, % 18,756, % Total 77,565, % 110,104, % To the knowledge of the Company's Management Board no other shareholder has, directly or indirectly, shares authorising them to at least 5% of the total number of votes in the general meeting. The series A shares are privileged in respect of voting rights and give their owner the right to 2 votes per every share. All series A shares are owned by PCC SE. Shareholding structure according to percentage in the share capital 24,18% 61,88% PCC SE DB Schenker Rail Polska S.A. 13,94% Other 81

82 Shareholding structure according to participation in the votes in GMS 17,03% 73,15% 9,82% PCC SE DB Schenker Rail Polska S.A. Other 4. Group of Companies In 2012, PCC Intermodal S.A. was not a parent company in the meaning of the Accounting Act of 29 September 1994 and did not have any subordinate entities which would be subject to consolidation. With the acquisition of 100% shares in PCC Intermodal GmbH in January 2013 (see point 13 of this report of the Management Board), the Company became the parent company. The Company is a part of the PCC Group an international holding which belongs to PCC SE a company with its registered office in Duisburg (Germany) which is also the major shareholder of PCC Intermodal S.A. PCC SE owns in total of Company's shares which constitutes 61,88% of Company's share capital and gives PCC SE the right to exercise 73,15% of votes in the general meeting of shareholders (the situation as on the date of drawing up of this report). The PCC Group conducts its business activity in the following branches of industry: chemistry, power engineering and transport. Financial statements of PCC Intermodal S.A. are subject to full consolidation conducted by its parent company PCC SE. 5. Information on the Management Board and the Supervisory Board The Company's governing body is the Management Board composed of: Dariusz Stefański President of the Management Board, Adam Adamek Vice President of the Management Board. Both members of the Management Board held their positions for the entire period from 1 January to 31 December The Company's supervisory body is the Supervisory Board. On the Supervisory Board was composed of: Alfred Pelzer Chairperson of the Supervisory Board, Wojciech Paprocki Vice Chairperson of the Supervisory Board, Thomas Hesse Member of the Supervisory Board, Artur Jędrzejewski - Member of the Supervisory Board, 82

83 Daniel Ozon Member of the Supervisory Board. 6. Economic and financial standing of the Company 6.1. Sale structure and quantitative statistics The core business of PCC Intermodal S.A. is the organisation of intermodal transport, which generates 91% of sales revenue. 9% of revenue is attributable to freight forwarding activities. Participation of particular fields of activity in generation of sales revenue in 2011 and 2012 was the following: Revenue structure by activity in 2011 Revenue structure by activity in % 94% 9% 91% intermodal transport forwarding intermodal transport forwarding In 2012 the Company recorded slight increase of transported containers in relation to the previous year (5.7%). The number of containers transported throughout 2012 amounted to 94.5 thous. (151.1 thous. TEU), with 89.4 thousand units (141.2 thous. TEU) in A chart below presents a number of transported containers in individual quarters of 2011 and

84 Number of transported containers in individual quarters of 2011 and 2012 (in pieces) Q1 Q2 Q3 Q Major suppliers and recipients The structure of the Company's suppliers did not change significantly in 2012 compared to 2011: still more than 40% of purchased services come from three contractors. The main suppliers of PCC Intermodal S.A.in 2012 were the following companies: Supplier Participation in the costs of materials and services sold Relation to PCC Intermodal S.A. LOTOS KOLEJ Sp. z o.o. 23.0% unrelated company ITL Eisenbahngesellschaft mbh 16.9% unrelated company MSC Poland Sp. z o.o. 4.0% unrelated company The degree of customers portfolio diversification did not change as compared to last year. The share of sales to three largest customers in 2012 amounted to approximately 27% of total sales, which means that it remained at the same level as in The following were three major customers of the Company in Recipient Share in sales Relation to PCC Intermodal revenue S.A. MSC Poland Sp. z o.o. 11.5% unrelated company A.P.Moller-Maersk A/S 8.6% unrelated company PCC Rokita S.A. 7.3% related company 84

85 6.3. Employment A table below presents the number of persons employed in the Company at the end of 2011 and 2012, according to place of employment. Place of employment As for As for Brzeg Dolny Gdynia Jaworzno 6 7 Gliwice Kutno Total In 2012 the number of employees increased by 7.2% in comparison to Investment projects Total invested funds in 2012 amounted to about8.2 million PLN. Last year the Company continued to invest in terminal infrastructure - total expenditure over 1.87 million PLN, as shown in the below summary. Terminal Capital expenditure on infrastructure in thous. PLN Kutno 211 Brzeg Dolny 834 Gliwice 521 Frankfurt 72 Tczew 228 In addition, the Company purchased means of transport worth about 5.2 million PLN, including four cargo handling equipment for a total of 4.5 million PLN. Other investments included IT equipment, intangible assets, etc. The Company has also paid an advance of 1,419 thous. EUR against the construction of crane at the terminal in Frankfurt - a joint investment with the city of Frankfurt. 85

86 6.5. Selected balance sheet positions Selected balance sheet positions in thous. PLN) in thous. PLN Structure in thous. PLN Structure Dynamics 2012/2011 Fixed assets 84, % 75, % 12.6% Current assets 24, % 44, % -44.2% Inventory % % -3.5% Receivables 17, % 25, % -32.0% Short-term investments 5, % 15, % -64.2% Short-term prepayments 1, % 2, % -51.6% Total assets 109, % 119, % -8.4% Equity 73, % 88, % -16.4% Liabilities and provisions for liabilities 35, % 31, % 14.0% Provisions % 1, % -29.6% Long-term liabilities 12, % 5, % 90.5% Short-term liabilities 22, % 24, % -5.2% Accruals % - 0.0% 0.0% Total equity and liabilities 109, % 119, % -8.4% The value of total assets at was lower by 8.4% as compared to the end of 2011 and amounted to 109,579 thous. PLN. Fixed assets increased by 12.6% y/y, mainly as a result of the Company's investments in tangible and intangible assets. The value of non-current assets decreased significantly (by 44.2% y/y), especially as regards cash (decrease by 64.2% y/y). Improved dues collection resulted in their lower carrying value at the end of 2012 in comparison to the end of Higher value of short-term prepayments at the end of as compared to results from the fact that the EU subsidy Marco Polo II was included in this item in 2011 and was fully settled in The main position of Company's equity and liabilities is the equity capital, the participation of which in the sources of financing decreased from 73.6% in 2011 to 67.2% at the end of Leverage ratios prove that there is still a significant degree of self-financing and low general indebtedness of the Company the outside capital is less than 30% of the balance sheet total. However, due to the investments, and the loss-making operations, the Company increased use of external sources of funding - especially long-term borrowings. In 2012, the Company incurred a long-term investment credit in the amount of 323 thous. EUR to buy a reachstacker and an operating credit in the current account with a limit of 5 million PLN to finance current operations. In addition, the loan agreement was signed with PCC SE (parent company) in the amount of 1,419 thous. EUR for the purchase of a crane at the terminal in Frankfurt. At the end of 2012, the debt in respect of credits and loans amounted to: in the long-term part - 6,665 thous. PLN and in the short term part - 5,299 thous. PLN. The Company retains the right composition of financing the assets - the constant capital finances all fixed assets and part of current assets. 86

87 6.6. Selected items of the income statement Selected items of the income statement Net revenue from sales of products, goods and materials in thous. PLN Dynamics 2012/ , , % Cost of products, goods and materials sold 178, , % Gross profit (loss) on sales (487) 15,585 Profit (loss) on sales (13,035) 3,389 Other operating revenue % Other operating expenses 1, % Operating profit (loss) (13,337) 3,295 Financial revenue % Financial expenses % Gross profit (loss) (13,799) 2,663 Net profit (loss) (14,449) 4,171 Sales revenue in individual quarters of 2011 and 2012 (in thou. PLN) Q1 Q2 Q3 Q

88 Revenues generated by the Company in 2012 amounted to 178,032 thous. PLN and were higher by 7.8% compared to those for The sales revenues for 2012 include revenues from the Marco Polo II subsidy in the amount of 1,402 thous. PLN (4,704 thous. PLN for 2011). This subsidy was settled in full in When we compare revenues in each quarter of 2011 and 2012 we can see a gradual increase in the value of sales, with the exception of the third and fourth quarter of Among reasons for sales growth one may mention inter alia increased competition in the transport market. The increased involvement and aggressive pricing policy of other rail carriers and other intermodal operators resulted in the reduced share of PCC Intermodal SA in the market. Profit margin in individual quarters of ,0% -2,0% -4,0% -6,0% -8,0% -10,0% -8,1% - 8,0% -8,3% - 8,3% -4,5% -5,2% -8,6% -12,0% Q1 Q2 Q3 Q4-11,2% Profit margin Net profitability In 2012, the Company incurred a loss from sale amounting to 13,035 thous. PLN, as compared to profit of 3,389 thous. PLN for An increasing number of companies dealing with intermodal transport, with an increase in operating costs (modernisation of the railway infrastructure and inadequate balance of import-export traffic), has resulted in a price war, which in the second half of 2012 led to fees decline at certain routes below the break-even point. The Company has taken steps to reduce costs and increase revenues, in order to improve profitability in the coming periods. A negative result on the remaining operating activity is primarily the result of the settlement of costs in respect of partners' participation in the Marco Polo programme in the amount of 146 thous. PLN. Loss on financial activities in the amount of 462 thous. PLN is mainly due to the costs of incurred debt in the total amount of 524 thous. PLN and the negative balance of foreign exchange in the amount of 80 thous. PLN. Financial revenue consists of interest on the funds deposited in banks (149 thous. PLN). 88

89 6.7. Selected financial ratios Selected financial ratios Profitability ratio Formula Return on sales sales result/sales revenue -7.3% 2.1% EBIT profitability operating result/sales revenue -7.5% 2.0% EBITDA profitability (operating result + amortisation) / sales revenue -5.1% 3.3% Net profitability net income/sales revenue -8.1% 2.5% ROA net income/total assets -13.2% 3.5% ROE net income/closing balance of shareholders' equity -19.6% 4.7% Liquidity ratio 1st degree liquidity current assets/short-term liabilities nd degree liquidity (current assets-inventory)/short-term liabilities Current assets management ratios Rotation of receivables (in days) Rotation of liabilities (in days) Debt ratio average trade receivables / revenue from sale of services *365 days average trade liabilities / costs of services sold *365 days General debt ratio long- and short-term liabilities / assets 32.1% 25.4% Shareholders' equity long- and short-term liabilities / shareholders' equity 47.7% 34.6% debt ratio Debt-to-equity ratio long-term liabilities / equity 17.0% 7.5 % *) average balance of receivables, inventories and liabilities is calculated as an arithmetic mean of the value of items of the opening balance and the closing balance. Profitability and liquidity ratios As a result of the Company's operating loss incurred in 2012, there has been a deterioration in EBIT margin ratio. There is also a negative EBITDA value, which despite investments and increased amortisation was not rebuilt as compared to The liquidity ratios in 2012 deteriorated in relation to 2011 and they equalled 1.1 (current liquidity and quick liquidity). Reduction of the value of ratios in 2012 resulted from Company's investments and additional operating loss. The Company manages liquidity risk by applying for EU subsidies, by issuance of shares, and by financing its operations with credit, loans and lease. Due to insignificant participation of inventory in the structure of assets the values of both ratios are very similar. The debt to asset ratio With the continuous control by the Company of the flow of receivables, there has been a significant improvement in the area of assets management. Average period of cash inflow from receivables decreased from 41 days in 2011 to 38 days at the end of 2012, despite an increase in sales during that time. Average repayment period shortened in the same period by 13 days. Debt ratios are maintained at a safe level, but they significantly increased in the reporting period, reflecting the increased share of foreign capital funding. 89

90 7. Prospects of Company's development and factors significant to the development of Issuer's company Continuation of Company's investment operations and development The development strategy of PCC Intermodal S.A. involves the construction and development of a network of intermodal container terminals. Currently, the Company organises national and international transport of containers based on the following four cargo handling terminals: Kutno, Brzeg Dolny, Gliwice, Frankfurt. In the coming years, terminals of PCC Intermodal S.A. will undergo the process of modernisation and development in order to meet the growing transport needs of economic regions in which they are located. In addition, it is planned to build two brand new container terminals at the so-called. "eastern wall" of the country. This location will allow the Company to offer intermodal services throughout Poland. According to the idea of intermodal transport, the radius of container transport from / to the land terminal should not exceed 150 km. The biggest investment of the Company is to be the construction of dry port at the back of seaports of Trójmiasto Intermodal Container Yard (ICY) in Zajączkowo Tczewskie. ICY is a project of construction of logistics and distribution facilities that will enable effective and efficient handling of cargo and the optimisation of the supply chain both from the sea into the land (and vice versa) and in intra-european relations from west to east and from north to south. 90

91 These investment projects will be implemented in the long term and their completion date depends on the Company's financial condition and ability to obtain financing. The activities of PCC Intermodal SA in 2013 will aim to increase the utilisation of carrying capacity of trains on existing routes (no plans to launch new routes) and to improve profitability. The external and internal factors which have had or might have (in the future) an impact on the development of PCC Intermodal S.A. are, for example: better offer and the dynamic development of Polish ports, which allows to procure more containers for intermodal freight; EU projects in respect of supporting the increase of intermodal transport competitiveness in Poland; these activities result in a chance to procure a non-repayable, partial financing of terminal investments e.g. within the scope of Activity 7.4: Development of intermodal transport of the Operational Programme Infrastructure and Environment (the company has already signed two agreements on co-funding) - and the Company's operations - for example, the EU Marco Polo programme (the company took advantage of the programme in ); actions of Polish lawmakers - creation of the Council for Intermodal Transport in the Ministry of Transport, Construction and Maritime Economy, RTO, which is to work on the improvement of conditions for the development of intermodal transport in Poland (PCC Intermodal SA is a member); 91