ROVESE CAPITAL GROUP. Extended consolidated semi-annual report. for H1 2013

Transcription

1 ROVESE CAPITAL GROUP Extended consolidated semi-annual report for H August 213

2 Rovese Capital Group H1 213 Table of contents Introduction... 4 Basic information... 4 Consolidated semi-annual financial statements of the Rovese Capital Group for H1 213 Selected consolidated financial data of the Rovese Capital Group... 6 Summary of the EUR exchange rates used for translating selected consolidated financial data... 7 Consolidated balance sheet... 7 Consolidated income statement... 9 Statement of comprehensive income... 1 Statement of changes in consolidated equity Notes to the consolidated financial statements of the Rovese Capital Group for H Statement of compliance Accounting principles Explanatory comments about the seasonality or cyclicality of the issuer's operations in the reporting period Information on dividend paid (or declared), in aggregate and per share, separately for ordinary and preference shares Nature and amount of items affecting assets, liabilities, equity, net income, or cash flows that are unusual because of their nature, size, or incidence Nature and amount of changes in estimates Issuance, repurchase, and repayment of debt and equity securities; Adjustment of presentation Operating segments Events subsequent to the end of the interim period, that have not been reflected in the financial statements for the interim period... 2 Effect of changes in the composition of the entity during the interim period, including business combinations, acquisition or disposal of subsidiaries and long-term investments, division, restructurings, and discontinued operations Changes in contingent liabilities or contingent assets since the end of the previous financial year Information on adjustments for provisions, deferred tax provision and assets and any write-downs of assets Corrections of prior period errors Separate semi-annual financial statements of Rovese S.A. for H1 213 Selected separate financial data of Rovese S.A Selected separate financial data were translated into EUR in accordance with the following principles: Balance sheet Income statement... 3 Statement of comprehensive income Statement of changes in equity August 213 Page `2` Extended consolidated semi-annual report for H1 213

3 Rovese Capital Group H1 213 Semi-annual Management Report on the operations of Rovese S.A. and the Rovese Capital Group for H Introduction Rovese Capital Group Effects of changes in the business entity s structure, including as a result of business combinations, acquisitions or sales of the Capital Group entities, long-term investments, division, restructuring and discontinued operations Information concerning the issue, repurchase and repayment of debt and equity securities The position of the Management Board of Rovese SA on the possibility to meet previously published performance forecasts for 213 in the light of the performance presented in the interim report as compared to the forecasted performance Shareholders holding, directly or indirectly through subsidiaries, at least 5% of the total number of votes at the General Meeting of the Issuer, including the number of shares held by those entities; their percentage share in the share capital, the number of resulting votes and the percentage share of such votes in the total number of votes at the General Meeting Summary of changes in the shareholding or rights to shares (options) of the Issuer by the Issuer s managers and supervisors, as to the knowledge of the Issuer, since the submission of the previous quarterly report Proceedings pending before court, competent arbitration authority or public administration authority Transactions with related parties Information on granting by the Issuer or its subsidiary of sureties for loans or borrowings or guarantees jointly to a single entity or its subsidiary, if the aggregate value of the existing sureties or guarantees equals at least 1% of the Issuer s equity Description of factors and events, in particular of extraordinary nature, significantly affecting the financial performance. Brief description of the Issuer s significant achievements or failures in the reporting period, plus a list of the most important related events Other information that, in the Issuer's opinion, is relevant for the evaluation of its human resources, financial position, financial performance, and changes thereof as well as any information relevant for the evaluation of the Issuer s capacity to meet its obligations Factors which, in the Issuer's opinion, will have an impact on the Issuer's financial performance at least in the upcoming quarter Description of basic risk factors and threats in the months ahead in Expected development of the Rovese Group and characteristics of the development policy of the Capital Group Tax audits Material events after the balance sheet date... 6 STATEMENT August 213 Page `3` Extended consolidated semi-annual report for H1 213

4 Rovese Capital Group H1 213 Introduction The consolidated semi-annual report of the Rovese Capital Group for H1 212 ( Report ) comprises the following: I. Selected financial data from the condensed consolidated financial statements. II. Condensed consolidated financial statements of the Rovese Capital Group for H1 213 for the period between 1 January 213 and 3 June 213, prepared in accordance with the International Financial Reporting Standards as endorsed by the European Union, as well as the Notes. III. Selected financial data from the condensed separate financial statements. IV. Condensed separate financial statements of Rovese S.A. for H1 213 for the period between 1 January 213 and 3 June 213, prepared in accordance with the International Financial Reporting Standards as endorsed by the European Union. V. Rovese S.A.'s Management Report for the Issuer and the Rovese Capital Group for H1 213 covering information to the extent specified in the Regulation of the Minister of Finance of 19 February 29 on current and periodic information to be submitted by issuers of securities and conditions for recognising as equivalent information required under the laws of a non-member state. VI. Statement of the Management Board of Rovese S.A. concerning the preparation of the report and the appointment of an authorised entity. Pursuant to 83 (3) of the Regulation of the Minister of Finance dated 19 February 29, Rovese S.A. does not submit a separate semi-annual report; the condensed financial statements of Rovese S.A. and the report of the entity authorised to audit financial statements on the review of these statements supplement the consolidated semi-annual report of the Rovese Capital Group. Basic information Rovese Spółka Akcyjna, with its registered office in Kielce at Al. Solidarności 36 (Rovese S.A., the Company, the Issuer), is a parent of the Rovese Capital Group (Capital Group, the Group). The Company is entered in the National Court Register (KRS) under KRS No The Company was formed as a result of the transformation of the state-owned enterprise of Przedsiębiorstwo Państwowe Zakłady Wyrobów Sanitarnych Krasnystaw, as a part of the large state-owned ceramic enterprise, i.e. Zjednoczenie Przemysłu Szklarskiego i Ceramicznego Vitrocer seated in Warsaw, into a sole-shareholder company of the State Treasury. On 15 January 1992, Przedsiębiorstwo Państwowe Zakłady Wyrobów Sanitarnych Krasnystaw was transformed into Cersanit Krasnystaw S.A. In 1996, the privatisation process of the enterprise started. Pursuant to the decision of the District Court in Chełm, 5th Commercial Division, dated 7 July 1997, "Cersanit Krasnystaw" Spółka Akcyjna was entitled to use the abbreviated name of "Cersanit" S.A. On 25 May 1998, the shares of the Company were launched at the Warsaw Stock Exchange. On 24 October 211, the Extraordinary General Meeting of Shareholders of the Issuer adopted a resolution to change the Company's business name from "Cersanit" Spółka Akcyjna to "Rovese" Spółka Akcyjna. On 4 January 212, the Management Board of the Company received the decision of the District Court in Kielce, 1th Commercial Division of the National Court Register, under which the above change in the Company's business name was registered. The core business of the Group is the manufacture and distribution of products used to finish and furnish bathrooms and sanitary facilities such as sanitary ceramic products, ceramic tiles, shower enclosures, acrylic baths and shower trays, bathroom furniture, other bathroom furnishing articles and ceramic tiles used in other rooms and outside, as well as in office and public buildings. 3 August 213 Page `4` Extended consolidated semi-annual report for H1 213

5 ROVESE CAPITAL GROUP Condensed consolidated financial statements for H August 213

6 Rovese Capital Group H1 213 Selected consolidated financial data of the Rovese Capital Group in thousands of PLN H1 212 DESCRIPTION 213, the period the period from from to to H1 212, the period from to H1 213, the period from to in thousands of EUR 212 the period from to H1 212, the period from to Revenue from the sale of products, goods and materials Operating profit (loss) Gross profit (loss) Net profit (loss) Net cash flows from operating activities Net cash flows from investing activities Net cash flows from financing activities Net (increase) / decrease in cash and cash equivalents Total assets Non-current liabilities Current liabilities Equity Share capital Number of shares Earnings per share (in PLN/EUR) Book value per share (in PLN/EUR) Selected consolidated financial data were translated into EUR in accordance with the following principles: 1. individual items of assets and liabilities of the consolidated balance sheet were translated into EUR based on the average exchange rate of the National Bank of Poland prevailing on , and individual items of the consolidated income statement and the consolidated cash flow statement were translated besed on the exchange rate being the arithmetic mean of average exchange rates of the National Bank of Poland (NBP) prevailing on the last day of each month in H1 213, throughout 212, and H August 213 Page`6`

7 Rovese Capital Group H1 213 Summary of the EUR exchange rates used for translating selected consolidated financial data Average exchange rate as per the NBP table prevailing on Average exchange rate as per the NBP table prevailing on Month the last day of the month in 213 the last day of the month in 212 January February March April May June Average exchange rate since the beginning of 213 (H1 213) Average exchange rate since the beginning of 212 (H1 212) Average exchange rate since the beginning of 212 (212) Average exchange rate as at Consolidated balance sheet as at 3 June 213, 31 December 212 and 3 June 212 (in PLN ) DESCRIPTION As at As at As at ASSETS Non-current assets Property, plant and equipment Intangible assets, including: goodwill Investment property Long-term financial assets Shares and participating interests in subsidiaries Shares and participating interests in entities accounted for using the equity method Shares and participating interests in other entities Loans granted Deferred tax assets Long-term receivables Current assets Inventories Short-term receivables Trade receivables Receivables against corporate income tax Other receivables Short-term financial assets Loans granted Other financial assets 8 27 Cash and other monetary assets Total Assets August 213 Page`7`

8 Rovese Capital Group H1 213 Consolidated balance sheet as at 3 June 213, 31 December 212 and 3 June 212 (in PLN ) continued DESCRIPTION As at As at As at LIABILITIES AND SHAREHOLDERS' EQUITY Shareholders' equity Equity attributable to equity holders of the parent Share capital Share premium Statutory capital reserve Revaluation reserve Other reserves Translation reserve Retained earnings/losses incurred Equity attributable to minority interest Liabilities Non-current liabilities Deferred tax provision Provisions for employee benefits Other provisions Interest-bearing borrowings Other liabilities Current liabilities Bank overdraft Trade payables Corporate income tax liabilities Provisions for employee benefits Other provisions Other liabilities Total Equity and Liabilities August 213 Page`8`

9 Rovese Capital Group H1 213 Consolidated income statement for the period between 1 January 213 and 3 June 213 and the comparative period between 1 January 212 and 3 June 212 (in thousands of PLN) Continuing operations DESCRIPTION Q2 213 from to H1 213 from to Q2 212 from to H1 212 from to Net revenue from the sale of products, goods and materials Revenue from the sale of products Revenue from the sale of goods and materials Costs of product, goods and materials sold Manufacturing cost of products sold Value of goods and materials sold Gross profit (loss) on sales Other operating income Distribution costs Administrative expenses Other operating expenses Operating profit (loss) Finance income Finance costs Profit (loss) on shares in entities accounted for using the equity method Gross profit (loss) Income tax Net profit (loss) on continuing operations Discontinued operations Net profit (loss) on discontinued operations Net profit (loss) Attributable to: - Equity holders of the parent minority interest August 213 Page`9`

10 Rovese Capital Group H1 213 Statement of comprehensive income for the period between 1 January 213 and 3 June 213 and the comparative period between 1 January 212 and 3 June 212 (in thousands of PLN) DESCRIPTION Q2 213 the period from to H1 213 from to Q2 212 from to H1 212 from to Net profit (loss) for the period Other comprehensive income: Translation reserve Movements in revaluation surplus Unrealised gains on cash flow hedges Total other comprehensive income Comprehensive result (profit/loss +/- other comprehensive income) Attributable to: - Equity holders of the parent minority interest August 213 Page`1`

11 Rovese Capital Group H1 213 Statement of changes in consolidated equity for the period between 1 January 213 and 3 June 213 and the comparative period between 1 January 212 and 3 June 212 and for the period between 1 January 212 and 31 December 212 (in thousands of PLN)) DESCRIPTION Share capital Share premium Equity attributable to equity holders of the Parent Revaluation Other reserve reserves Statutory capital reserve Translation reserve Retained earnings /Losses incurred Total Equity attributable to minority interest Total equity As at 1 January OB adjustments As at 1 January 213, as adjusted Comprehensive result for the financial year Transfer of the profit/loss for Shares in entities accounted for using the equity method Acquisition of jointly controlled entities Other At 3 June August 213 Page`11`

12 Rovese Capital Group H1 213 Statement of changes in consolidated equity for the period between 1 January 213 and 3 June 213 and the comparative period between 1 January 212 and 3 June 212 and for the period between 1 January 212 and 31 December 212 (in thousands of PLN) continued DESCRIPTION Share capital Share premium Equity attributable to equity holders of the Parent Statutory capital reserve Revaluation reserve Other reserves Translation reserve Retained earnings /Losses incurred Total Equity attributable to minority interest Total equity At 1 January 212 OB adjustments As at 1 January 212, as adjusted Issue of shares Comprehensive result for the financial year Transfer of the profit/loss for Shares in entities accounted for using the equity method At 31 December August 213 Page`12`

13 Rovese Capital Group H1 213 Statement of changes in consolidated equity for the period between 1 January 213 and 3 June 213 and the comparative period between 1 January 212 and 3 June 212 and for the period between 1 January 212 and 31 December 212 (in thousands of PLN) continued DESCRIPTION Share capital Share premium Equity attributable to equity holders of the Parent Statutory capital reserve Revaluation reserve Other reserves Translation reserve Retained earnings /Losses incurred Total Equity attributable to minority interest Total equity At 1 January OB adjustments As at 1 January 212, as adjusted Comprehensive result for the financial year Transfer of the profit/loss for Shares in entities accounted for using the equity method Other At 3 June August 213 Page`13`

14 Rovese Capital Group H1 213 Consolidated cash flow statement for the period between 1 January 213 and 3 June 213 and the comparative period between 1 January 212 and 3 June 212 (in thousands of PLN) DESCRIPTION Cash flows from operating activities indirect method H1 213 the period from to H1 212 the period from to Gross profit (loss) Adjustments for: Amortisation/Depreciation Profit (loss) from shares in entities accounted for using the equity method 4 4 Foreign exchange gains (losses) Net interest and dividends Profit (loss) on investing activities (Increase)/decrease in provisions, except for deferred income tax provision (Increase)/decrease in inventories (Increase)/decrease in receivables (Increase)/decrease in liabilities, except for loans and borrowings Income tax paid Other Net cash from operating activities Cash flows from investing activities Disposal of property, plant and equipment and intangible assets Acquisition of property, plant and equipment and intangible assets Disposal of investment real estate 11 Acquisition of entities, net of cash acquired Dividends and interest received Repayment of loans granted Loans granted Other Net cash from investing activities Cash flows from financing activities Proceeds from borrowings/loans taken Repayment of loans/borrowings Interest paid Other Net cash from financing activities Net (increase) / decrease in cash and cash equivalents Opening balance of cash and cash equivalents Net foreign exchange gains/losses Closing balance of cash and cash equivalents, including: - restricted cash August 213 Page `14`

15 Rovese Capital Group H1 213 Notes to the consolidated financial statements of the Rovese Capital Group for H1 213 Introduction The Rovese Capital Group consists of the parent, i.e. Rovese Spółka Akcyjna and its subsidiaries. Rovese Spółka Akcyjna with its registered office in Kielce, at Al. Solidarności 36, is registered with the District Court in Kielce, 1th Commercial Division of the National Court Register (KRS) under KRS number The parent's core business involves the wholesale of ceramic products, chinaware, metal products and glassware for household purposes, as well as wallpapers and cleaning agents: PKD 5144 Z (Polish Classification of Business Activity). The following numbers were issued to the parent: REGON number: , NIP number: Subsidiaries of the Capital Group are presented in the tables below: Direct subsidiaries: Name: UAB Cersanit Baltic Registered office: Lithuania Vilnius Scope of Business: service activities in liquidation Direct interest in control: 1% CRTV Limited Cyprus Nicosia service activities 1% Cersanit Luxembourg S.a r.l. Luxembourg Luxembourg holding activities 1% LXIV S.a r.l. Luxembourg Luxembourg holding activities 1% Cersanit West GmbH Opoczno Trade Sp. z o. o. Germany Berlin Poland Kielce distribution activities in liquidation distribution activities 1% 1% Cersanit I Sp. z o.o. Poland Krasnystaw holding activities 1% Opoczno I Sp. z o.o. Poland Opoczno manufacture of ceramic tiles 1% Cersanit II S.A. Poland Starachowice manufacture of bathroom furniture, shower enclosures, acrylic baths and shower trays 99.99% Avtis LLC Russia Frianovo manufacture and sales of ceramic tiles 1% Cersanit Rus LLC Russia Moscow manufacture and sales of ceramic tiles 1% Frianovo Ceramic Factory LLC Russia Frianovo manufacture and sales of ceramic tiles 1% Tiles Trading LLC Russia Moscow manufacture and sales of ceramic tiles 1% Zolotoy Irys LLC Russia Moscow manufacture and sales of ceramic tiles 1% Cersanit Trade LLC Russia Frianovo manufacture and sales of ceramic tiles 1% 3 August 213 Page `15`

16 Rovese Capital Group H1 213 Name: Registered office: Scope of Business: Direct interest in control: prospective manufacturer S.C. Cersanit Bacau S.R.L Romania Bacau of bathroom furnishing 1% articles S.C. Cersanit Romania SA Romania Roman manufacture of ceramic sanitary ware 99.36% Cersanit Trade Ukraina LLC Ukraine Kiev distribution activities 1% the entity is not involved in any CERSANIT UK Limited Great Britain London operating activities 1% the entity is not involved in any Opoczno III Sp. z o.o. * Poland Opoczno operating activities.5% lease of assets wholesale of construction Cersanit Trade S.R.L Romania Roman materials and sanitary 99% equipment Cersanit Trade Mark Sp. z o.o. Poland Kielce intellectual property and similar 6.% prospective manufacturer FTF Cersanit Tiles Factory S.R.L Romania Roman articles of bathroom furnishing 99.99% Cersanit Cyprus Limited Cyprus Nicosia holding activities.6% lease of fixed assets for the Opoczno Rus LLC Russia Żeleznodorożnyj manufacture of tiles 1% lease of fixed assets for the Pilkington's East LLC Russia Syzran manufacture of ceramic sanitary ware 1% Syzranska Keramika ZAO Russia Syzran manufacture of ceramic sanitary ware 1% Meissen Keramik Gmbh Germany Meissen manufacture of tiles 1% Pilkington's Manufacturing Limited Great Britain Stockport distribution activities 1% *The parent controls the entity, i.e. based on the Articles of Association, it can manage the financial and operating policy of the entity and appoint and dismiss most of the members of the Management Board. 3 August 213 Page `16`

17 Rovese Capital Group H1 213 Indirect subsidiaries: Name: Registered office: Scope of Business: Indirect interest in control Nature of relation manufacture of ceramic sanitary Cersanit IV Sp. z o.o. Poland Krasnystaw ware 1% subsidiary of Cersanit I Sp. z o.o. Cersanit III S.A. Poland Wałbrzych manufacture of ceramic tiles 1% subsidiary of LXIV S.a.r.l CERSANIT INVEST LLC Ukraine Chizhovka manufacture of ceramic products 99.44% subsidiary of Cersanit Cyprus Ltd. Cersanit Ukraina LLC Ukraine Chizhovka prospective manufacturer of bathroom furnishing articles 99.43% subsidiary of Cersanit Invest LLC subsidiary of Cersanit Luxembourg Cersanit Cyprus Limited Cyprus Nicosia holding activities 99.94% S.a.r.l Bułakovo-2 LLC Russia Frianovo subsidiary of extraction of minerals from Avtis LLC; deposits, used by Frianovo 51% of shares is held by Avtis Ceramic Factory 1% LLC and 49% of shares is held by LLC in manufacture of ceramic Frianovo Ceramic Factory tiles LLC Cersanit Trade Mark Sp. z o.o. Cersanit Trade S.R.L FTF Cersanit Tiles Factory S.R.L Kuczinski Keramiczeski Zawod-1 LLC Poland Kielce Romania Roman Romania Roman Russia Żeleznodorożnyj Consolidated entities, accounted for using the equity method: lease of intellectual property and similar assets wholesale of construction materials and sanitary equipment prospective manufacturer of bathroom furnishing articles 4%.99%.1% subsidiary of Rovese S.A.; 4% of shares is held by Opoczno I Sp. z o.o. subsidiary of Rovese S.A.;.99% of shares is held by S.C. Cersanit Romania SA subsidiary of Rovese S.A.;.1% of shares is held by S.C. Cersanit Bacau SRL manufacture of tiles 99% subsidiary of Opoczno RUS LLC Name: Registered office: Scope of Business: Share EBR Global Services Sp. z o.o. (former business name: Projekt Echo- Poland Kielce Service activities 45% 1 Sp. z o.o.) Non-consolidated entities: Name: OMD Sp. z o.o. in liquidation Registered office: Poland Opoczno Scope of Business: inactive Interest in control 6.% Kopalnia Piasku Kwarcowego (Quartz Sand Mine) Poland Częstochowa inactive 31.% Targowyj Dom Syzranska Keramika Russia Syzran distribution activities 1% Due to the discontinued operations and the ongoing liquidation proceedings of one subsidiary, i.e. OMD Sp. z o.o. in liquidation, with its registered office in Opoczno, and one associate, i.e. Kopalnia Piasku Kwarcowego POLKWARC Sp. z o.o. in liquidation, with its registered office in Częstochowa, these companies are not included in consolidated financial statements. As at 31 June 213, Cersanit West Gmbh and UAB Cersanit Baltic are in liquidation. Rovese S.A. has its representative offices in Moscow and Kiev. 3 August 213 Page `17`

18 Rovese Capital Group H1 213 In H1 213, the Rovese Capital Group acquired the following entities: Opoczno RUS LLC, Kuczinski Keramiczeski Zawod-1 LLC, Pilkington's East LLC, Syzranska Keramika ZAO, Meissen Keramik GmbH, Pilkington's Manufacturing Limited. Details concerning the acquisition of the aforementioned entities were presented in item 1.2 and item 12 of the Management Report on the operations of the Rovese Capital Group. Rovese S.A. is the parent and is not a subsidiary of other entities. The consolidated financial statements as at have been prepared upon a going concern basis. There are no circumstances indicating any threat to the continuing operations. The consolidated financial statements have been prepared on the basis of separate financial statements of the Group entities. Statement of compliance The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as endorsed by the EU. The IFRS include standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC"). Accounting principles In the semi-annual consolidated and separate financial statements, the same accounting principles (policy) and calculation methods were followed as compared with the most recent annual financial statements. Explanatory comments about the seasonality or cyclicality of the issuer's operations in the reporting period. Similarly to most construction materials, the sale of goods in the Group Rovese is subject to seasonal fluctuations. The Group s industry records the most intensive sales between May and October. On the other hand, volumes are less between November and April. Information on dividend paid (or declared), in aggregate and per share, separately for ordinary and preference shares. There were no dividends paid or declared in the reporting period. Nature and amount of items affecting assets, liabilities, equity, net income, or cash flows that are unusual because of their nature, size, or incidence Items affecting assets, liabilities, equity, net profit/loss or cash flows that are unusual because of their nature, size or incidence have been presented in item 9 of the Management Report on the operations of the Rovese Capital Group. Nature and amount of changes in estimates Changes in estimates of provisions for employee benefits and other provisions, write-downs of assets, provisions and deferred tax assets are presented in the information on adjustments for provisions, deferred tax assets and liabilities, impairment losses on assets (see page 21 of this report). Issuance, repurchase, and repayment of debt and equity securities; Information concerning the issuance, repurchase and repayment of debt and equity securities has been presented in item 2 of the Management Report on the operations of the Rovese Capital Group. Adjustment of presentation The Entity verified methods used for presentation of financial data in the consolidated and separate financial statements. In order to adjust the presentation methods to the Entity and the Capital Group s business profile, changes were introduced to the presentation of certain financial data, which changes have no influence on the Entity s profit/loss or equity. In the consolidated cash flow statement for H1 212, changes in the presentation of financial data relate to the transfer of pricing of loans and borrowings at adjusted acquisition price from "Other" to "Net interest and dividends" item in the operating activities in the amount of (-) PLN 2,396,. 3 August 213 Page `18`

19 Rovese Capital Group H1 213 In the separate cash flow statement for H1 212, changes in the presentation of financial data relate to the transfer of pricing of loans and borrowings at adjusted acquisition price from "Other" to "Net interest and dividends" item in the operating activities in the amount of (-) PLN 623,. Operating segments The Rovese Group has identified three separate operating segments for reporting purposes: ceramic tiles, ceramic sanitary ware, and other products. Business decisions on individual segments are made on the basis of the following factors: revenue, gross profit or loss on sales and distribution costs in a given period as earned/incurred by individual operating segments. Business decisions concerning administrative expenses, revenue and expenses of other operating activities and financing activities are made at the Group level, without allocating them to individual segments. 3 August 213 Page `19`

20 Rovese Capital Group H1 213 Profit/loss of individual segments in H1 213 and in the corresponding period of H1 212 is as follows: H1 213 the period between H1 212 the period between DESCRIPTION and and Revenue Segment s profit Revenue Segment s profit Ceramic tiles Ceramic sanitary ware Other Total on continuing operations Unallocated costs of the entire Group Other operating income Other operating expenses Profit/loss on operating activities Finance income Finance costs Profit (loss) on shares in entities accounted for using the equity method -4-4 Gross profit/loss Income tax Net profit (loss) on continuing operations Events subsequent to the end of the interim period, that have not been reflected in the financial statements for the interim period. Events that occurred after the end of the interim period that have not been reflected in the financial statements for the interim period have been presented in item 15 of the Management Report on the operations of the Rovese Capital Group. Effect of changes in the composition of the entity during the interim period, including business combinations, acquisition or disposal of subsidiaries and long-term investments, division, restructurings, and discontinued operations. Information concerning the effects of changes in the composition of the Group has been presented in item 1.2 of the Management Report on the operations of the Rovese Capital Group. Changes in contingent liabilities or contingent assets since the end of the previous financial year. In H1 213 sureties granted by Rovese S.A. for trade payables of Cersanit Invest LLC decreased from EUR 528,631.4 as at to EUR 396, as at As at 3 June 213, the surety granted by ZAO Syzranska Keramika for obligations under the loan taken by Pilkington's East LLC with the European Bank for Reconstruction and Development (EBRD) amounted to EUR 6,618, and RUB 49,485,382.. Compared to the last annual financial statements, no changes occurred in contingent assets. 3 August 213 Page `2`

21 Rovese Capital Group H1 213 Information on adjustments for provisions, deferred tax provision and assets and any write-downs of assets. Q2 213 Item DESCRIPTION from to No H1 213 from to recognition of a write-down of receivables increase in a write-down of receivables attributable to the acquisition of entities reversal of a write-down of receivables increase in a write-down of inventories attributable to the acquisition of entities reversal of a write-down of inventories recognition of a deferred tax provision increase in a deferred tax provision attributable to the acquisition of entities reversal of a deferred tax provision recognition of a deferred tax asset increase in a deferred tax provision attributable to the acquisition of entities reversal of a deferred tax asset recognition of a provision for future liabilities concerning non-invoiced costs of the period increase in a provision for future liabilities concerning non-invoiced costs of the period 5 31 attributable to the acquisition of entities 14 use of a provision for future liabilities concerning non-invoiced costs of the period recognition of a provision for employee benefits increase in a provision for employee benefits attributable to the acquisition of entities use of a provision for employee benefits acquisition of property, plant and equipment (capital expenditures) value of property, plant and equipment sold: a) proceeds from the sale of property, plant and equipment b) net value of property, plant and equipment sold commitments for the purchase of property, plant and equipment as at Corrections of prior period errors In the consolidated financial statements covering the period of 6 months ended on 3 June 213, the Group corrected prior period errors, which were recognised retrospectively for the purposes of comparability. The corrections included: - recognition of costs relating to previous years; - costs of issue of I-series shares; - settlement of write-downs of receivables; - writing off goodwill established at the acquisition of Cersanit IV Sp. z o.o. by Cersanit I Sp. z o.o.; - corporate income tax. 3 August 213 Page `21`

22 Rovese Capital Group H1 213 Changes in comparative figures in the consolidated balance sheet as at 3 June 212 are presented in the table below (in thousands of PLN): ASSETS DESCRIPTION Corrections of prior period errors Non-current assets Property, plant and equipment 126 Intangible assets, including: goodwill -12 Deferred tax assets 236 Long-term receivables -98 Current assets Short-term receivables Trade receivables Other receivables Total Assets LIABILITIES AND SHAREHOLDERS' EQUITY Shareholders' equity Equity attributable to equity holders of the parent Translation reserve -342 Retained earnings/losses incurred Liabilities Current liabilities Trade payables Other provisions 1 37 Other liabilities -11 Total Equity and Liabilities Changes in comparative figures in the consolidated income statement for the period between 1 January 212 and 3 June 212 are presented in the table below (in thousands of PLN): DESCRIPTION Corrections of prior period errors Costs of product, goods and materials sold 16 Manufacturing cost of products sold 16 Operating profit (loss) Finance income -16 Finance costs Gross profit (loss) Income tax -16 Net profit (loss) Attributable to: Equity holders of the parent August 213 Page `22`

23 Rovese Capital Group H1 213 Changes in comparative figures in the consolidatedsstatement of comprehensive income for the period between 1 January 212 and 3 June 212 are presented in the table below (in thousands of PLN): Net profit (loss) for the period Other comprehensive income: DESCRIPTION Corrections of prior period errors -16 Translation reserve 1 Total other comprehensive income 1 Comprehensive result (profit/loss +/- other -15 comprehensive income) Attributable to: - Equity holders of the parent minority interest Changes in comparative figures in the consolidated cash flow statement for the period between 1 January 212 and 3 June 212 are presented in the table below (in thousands of PLN): DESCRIPTION Cash flows from operating activities indirect method Corrections of prior period errors Gross profit (loss) -16 Adjustments for: 16 Amortisation/Depreciation Foreign exchange gains (losses) Net interest and dividends (Increase)/decrease in receivables 16 (Increase)/decrease in liabilities, except for loans and borrowings Other Net cash from operating activities Changes in comparative figures in the statement of changes in consolidated equity for the period between 1 January 212 and 3 June 212 are presented in the table below (in thousands of PLN): DESCRIPTION Equity attributable to equity holders of the Parent Translation reserve Retained earnings /Losses incurred Equity attributable to minority interest Total equity At 1 January 212 OB adjustments As at 1 January 212, as adjusted Comprehensive result for the financial year At 3 June Total 3 August 213 Page `23`

24 Rovese Capital Group H1 213 Changes in comparative figures in the consolidated balance sheet as at 31 December 212 are presented in the table below (in thousands of PLN): ASSETS DESCRIPTION Corrections of prior period errors Non-current assets Long-term receivables Total Assets -98 LIABILITIES AND SHAREHOLDERS' EQUITY Shareholders' equity Equity attributable to equity holders of the parent Share premium -195 Translation reserve 3 Retained earnings/losses incurred 141 Liabilities Current liabilities Trade payables 195 Corporate income tax liabilities -242 Total Equity and Liabilities -98 Changes in comparative figures in the statement of changes in consolidated equity for the period between 1 January 212 and 31 December 212 are presented in the table below (in thousands of PLN): DESCRIPTION Equity attributable to equity holders of the Parent Retained Share Translation earnings Total premium reserve /Losses incurred Equity attributable to minority interest Total equity At 1 January OB adjustments As at 1 January 212, as adjusted Issue of shares Comprehensive result for the financial year At 31 December In the separate financial statements covering the period of 6 months ended on 3 June 213, the Entity corrected prior period errors, which were recognised retrospectively for the purposes of comparability. The corrections included: - adjustment for the costs of issue of I-series shares. The adjustment for the costs of issue of I-series shares in the separate financial statements for 212 resulted in the following changes: 1. in the balance sheet: an increase in trade payables by PLN 195, and a decrease in share premium by PLN 195,; 2. - in the statement of changes in equity: a decrease in share premium by PLN 195, due to the incidental costs of issue of I-series shares. 3 August 213 Page `24`

25 Rovese Capital Group H1 213 Signatures of the Management Board of Rovese S.A.... President of the Management Board Wojciech Stankiewicz Vice President of the Management Board Tomasz Rejman Vice President of the Management Board Michał Wólczyński Vice President of the Management Board Krzysztof Rosłaniec Vice President of the Management Board Ireneusz Kazimierski... Member of the Management Board Piotr Mrowiec... Member of the Management Board Michał Romański Kielce, 3 August August 213 Page `25`

26 ROVESE CAPITAL GROUP Condensed separate financial statements of Rovese S.A. for H August 213

27 Rovese Capital Group H1 213 Selected separate financial data of Rovese S.A. DESCRIPTION H1 213, the period from to in thousands of PLN 212 the period from to H1 212, the period from to H1 213, the period from to in thousands of EUR 212 the period from to H1 212, the period from to Revenue from the sale of products, goods and materials Operating profit (loss) Gross profit (loss) Net profit (loss) Net cash flows from operating activities Net cash flows from investing activities Net cash flows from financing activities Net increase / decrease in cash and cash equivalents Total assets Non-current liabilities Current liabilities Equity Share capital Number of shares Earnings per share (in PLN/EUR) Book value per share (in PLN/EUR) Selected separate financial data were translated into EUR in accordance with the following principles: 1. individual items of assets and equity and liabilities of the separate balance sheet were translated into EUR based on the average exchange rate of the National Bank of Poland prevailing on , and individual items of the separate income statement and the separate cash flow statement were translated based on the exchange rate being the arithmetic mean of average exchange rates of the National Bank of Poland prevailing on the last day of each month in H1 213, throughout 212, and H Summary of the EUR exchange rates used for translating selected separate financial data Average exchange rate as per the NBP table prevailing on Average exchange rate as per the NBP table prevailing on Month the last day of the month in 213 the last day of the month in 212 January February March April May June August 213 Page `27`

28 Rovese Capital Group H1 213 Average exchange rate since the beginning of 213 (H1 213) Average exchange rate since the beginning of 212 (H1 212) Average exchange rate since the beginning of 212 (212) Average exchange rate as at Balance sheet as at 3 June 213, 31 December 212 and 3 June 212 (in thousands of PLN) Assets DESCRIPTION As at As at As at Non-current assets Property, plant and equipment Goodwill Other intangible assets Real estate Long-term financial assets Shares and participating interests in subsidiaries Shares and participating interests in associates Shares and participating interests in other entities Loans granted Deferred tax assets Current assets Inventories Short-term receivables Trade receivables Receivables against corporate income tax Other receivables Short-term financial assets Loans granted Other financial assets 8 27 Cash and other monetary assets Total Assets August 213 Page `28`

29 Rovese Capital Group H1 213 Balance sheet as at 3 June 213, 31 December 212 and 3 June 212 (in thousands of PLN) continued Liabilities and equity DESCRIPTION As at As at As at Shareholders' equity Share capital Share premium Statutory capital reserve Revaluation reserve Translation reserve Retained earnings/losses incurred Liabilities Non-current liabilities Deferred tax provisions Provisions for employee benefits Interest-bearing loans and borrowings Financial liabilities Other liabilities Current liabilities Bank overdraft Bonds issued Trade payables Corporate income tax liabilities Provisions for employee benefits Other provisions Financial liabilities Other liabilities Total equity and liabilities August 213 Page `29`

30 Rovese Capital Group H1 213 Income statement for the period between 1 January 213 and 3 June 213 and the corresponding period between 1 January 212 and 3 June 212 (in thousands of PLN) Continuing operations DESCRIPTION Q2 213 the period from to H1 213 from to Q2 212 the period from to H1 212 the period from to Net revenue from the sale of products, goods and materials Net revenue from the sale of products Net revenue from the sale of goods and materials Costs of products, goods and materials sold, including: Manufacturing cost of products sold Value of goods and materials sold Gross profit (loss) on sales Other operating income Distribution costs Administrative expenses Other operating expenses Operating profit (loss) Finance income Finance costs Gross profit (loss) Income tax Net profit (loss) on continuing operations Discontinued operations Net profit (loss) on discontinued operations Net profit (loss) August 213 Page `3`