EUROCASH CONSOLIDATED QUARTERLY REPORT. 1 st QUARTER 2009

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1 EUROCASH CONSOLIDATED QUARTERLY REPORT 1 st QUARTER 2009 CONTENTS: MANAGEMENT DISCUSSION OF THE FINANCIAL RESULTS FOR THE 1Q 2009 QUARTERLY ABBREVIATED CONSOLIDATED FINANCIAL STATEMENTS FOR THE 1Q 2009 TRANSLATORS EXPLANATORY NOTE The following document is a free translation of the report of the above-mentioned Polish Company. In the event of any discrepancy in interpreting the terminology, the Polish version is binding.

2 EUROCASH S.A. Strona 2 z 9 CONSOLIDATED QUARTELY REPORT (1Q 2009) Management discussion of the financial results for the 1Q Eurocash: Key financial and operational highlights in 1Q 2009 Below we present the key financial and operational highlights fro the Eurocash Group separately for Eurocash Cash&Carry, Delikatesy Centrum, KDWT and McLane Polska. Eurocas Cash&Carry: In 1Q 2009 sales of Eurocash Cash&Carry amounted to PLN m and increased by 24.87% comparing with 1Q External sales in Eurocash Cash&Carry stores amounted to PLN m and increased by 9.00% yoy. LFL sales growth (same number of stores) in Eurocash Cash&Carry stores in 1Q 2009 amounted to 3.88% comparing with 14.97% in 1Q Without categories of tobacco and phone cards, the LFL sales growth in Eurocash Cash&Carry stores in 1Q 2009 amounted to 4.73%, comparing with 16.79% in 1Q Number of Eurocash Cash&Carry stores amounted to 111 at the end of 1Q Number of abc stores amounted to at the end of 1Q In 1Q 2009 share of abc stores in total sales of Eurocash Cash&Carry stores amounted to 45.57%. Sales to abc shops in 1Q 2009 increased by 15.42% comparing with 1Q Delikatesy Centrum: Wholesale sales realized by "Delikatesy Centrum" Distribution Centers in 1Q 2009 of amounted to PLN m, and increased by 30.66% comparing with 1Q LFL growth of wholesale sales realized by Eurocash to "Delikatesy Centrum" franchise stores in 1Q 2009 amounted to 4.39% comparing to 17.12% in 1Q LFL growth of the retail sales of "Delikatesy Centrum" franchise stores in 1Q 2009 amounted to 6.54% comparing with 22.78% in 1Q Number of Delikatesy Centrum franchise stores at the end of 1Q 2009 amounted to 398. KDWT: In 1Q 2009 sales of KDWT amounted to PLN m, comparing with PLN m in 1Q 2008, what means decrease by 6.08%. Growth of sales in food category in 1Q 2009 amounted to 31.04% comparing with the same period In terms of volume, sales of cigarettes in 1Q 2009 amounted to 1.196m pcs, 21.33% lower than in 1Q Number of KDWT branches as of the end of 1Q 2009 amounted to 79 plus 2 distribution Centers McLane Polska: McLane Polska added PLN m in 1Q 2009 Eurocash Group results.

3 EUROCASH S.A. Strona 3 z 9 CONSOLIDATED QUARTELY REPORT (1Q 2009) Eurocash Group Profit & loss account Table 1 Eurocash Group: Summary of consolidated financial results for 1Q 2009 Change 1Q Q Q 2009/ mln zł 1Q 2008 Sales revenues (traded goods, materials) 1 486, ,59 21,30% Sales in Discount Cash & Carry stores 663,09 531,02 24,87% Sales of "Delikatesy Centrum" Distribution Centers 186,45 142,70 30,66% Sales in KDWT 552,32 588,09-6,08% Sales in McLane Polska* 249,94 0,00 - Other 11,13 8,15 36,49% Exclusions and consolidation adjustments -176,33-44,38 297,29% Gross profit/(loss) on sales 126,97 96,96 30,94% Gross profitability on sales %) 8,54% 7,91% 0,63% EBITDA 27,73 22,62 22,59% (EBITDA margin %) 1,87% 1,85% 0,02p.p. EBIT 15,91 13,24 20,17% (EBIT margin%) 1,07% 1,08% -0,01p.p. Gross profit 13,46 12,07 11,47% Net income 10,50 9,05 16,00% Net profitability % 0,71% 0,74% -0,03p.p. *Sales of McLane Polska consolidated by Eurocash from Consolidated sales of Eurocash Group in 1Q 2009 increased by 21.30% YoY. Such result was mainly attributable to acquisition of McLane Polska. Strong organic growth was noted in Eurocash Cash&Carry and Delikatesy Centrum. In 1Q 2009 sales realized to external clients by Eurocash Cash&Carry increased by 9% and wholesale sales of Delikatesy Centrum increased by 30.66% YoY. Consolidated gross margin on sales increased by 0,63 bps to 8.54%. In 1Q 2009 EBITDA increased by 21.70% to PLN 27.53m. The consolidated EBITDA margin in 1Q 2009 was in line with 1Q 2008 and amounted to 1.87%. Net profit amounted to PLN 10.50m, 16.00% higher than in 1Q The Eurocash Group results have been significantly influenced by costs of the stock-option programs for Eurocash Group employees and stock option programs related to acquisition of KDWT and Delikatesy Centrum. The total cost of the stock-option programs accounted in 1Q 2009 amounted to PLN 1.81m comparing with PLN 1.43m in 1Q Cash flow Table 2 Eurocash Group: Consolidated cash flow for 1Q 2009 PLN million 1Q Q 2008 Operating cash flow (36,25) 24,66 Gross profit (loss) 13,46 12,11 Depreciation 11,82 9,38 Change in working capital (54,19) 5,13 Other (7,34) (1,96) Cash flow from investments (16,73) (12,46) Cash flow from financing activities (21,92) (18,34) Total cash flow (74,89) (6,14)

4 EUROCASH S.A. Strona 4 z 9 CONSOLIDATED QUARTELY REPORT (1Q 2009) Cash flow from operating activities in 1Q 2009 amounted to PLN -36,25m and was influenced mainly by changes in working capital. Due to changes in seasonality pattern (Eastern in beginning of 2Q) cash-flow form working capital amounted to negative PLN 54.19m. Working capital Table 3 Eurocash Group: Consolidated working capital ratios flow for 1Q 2009 Turnover in days 1Q Q Inventories turnover 17,20 17,88 2. Trade receivables turnover 18,44 14,51 3. Trade liabilities turnover 41,77 40,82 4. Operating cycle (1+2) 35,64 32,38 5. Cash conversion (4-3) (6,13) (8,43) Working capital cycle was generally in line with 1Q 2008, with one significant change in trade receivables turnover, caused mainly by effect of consolidation of McLane Polska and realisation of sales before Eastern. Balance sheet The volume of fixed and current assets, equity, liabilities and provisions for liabilities, as well as their share in the total value of assets is presented in the table below: Table 4 Eurocash Group: Selected consolidated balance sheet items PLN million Fixed assets 414,15 37,83% 408,48 33,37% 279,68 32,25% Current assets 680,71 62,17% 815,77 66,63% 587,59 67,75% Total assets 1 094,86 100,00% 1 224,25 100,00% 867,27 100,00% Equity 302,61 27,64% 283,45 23,15% 247,68 28,56% Liabilities and provisions 792,25 72,36% 940,80 76,85% 619,59 71,44% Total liabilities and equity 1 094,86 100,00% 1 224,25 100,00% 867,27 100,00%

5 EUROCASH S.A. Strona 5 z 9 CONSOLIDATED QUARTELY REPORT (1Q 2009) Eurocash S.A. Profit & loss account Table 5 Eurocash S.A.: Summary of financial results for 1Q Q Q 2008 change 1Q 2009 / PLN million 1Q 2008 Sales revenues 849,55 673,72 26,10% Sales in Discount Cash & Carry stores 663,09 531,02 24,87% Sales of "Delikatesy Centrum" Distribution Centers 186,45 142,70 30,66% Gross profit/(loss) on sales 85,37 79,39 7,53% Gross profitability on sales %) 10,05% 11,78% -1,74p.p. EBITDA 18,90 16,28 16,11% (EBITDA margin %) 2,23% 2,42% -0,19p.p. EBIT 10,09 8,85 13,93% (EBIT margin%) 1,19% 1,31% -0,13p.p. Gross profit 10,35 8,91 16,10% Net income 8,14 6,82 19,27% (Net profitability % 0,96% 1,01% -0,05p.p. In 1Q 2009 sales of Eurocash S.A. increased by 26.10% and amounted to PLN m. Such result was mainly attributable to very strong organic growth posted by Eurocash Cash & Carry and Delikatesy Centrum and to intra-group sales realized by Eurocash Cash & Carry. Gross margin on sales was 1.74 bps lower than in 1Q It should be also noted, that part of supplementary gains related to the sales to the Delikatesy Centrum franchise chain is realized by the master franchisor of the chain - Eurocash Franszyza Sp. z o.o. and is presented under segment Other. EBITDA amounted in 1Q 2009 to PLN 18.70m. Net income amounted to PLN 7.94m, comparing with 6.82m in 1Q The Eurocash results have been significantly influenced by costs of the stock-option programs for Eurocash Group employees and stock option programs related to acquisition of KDWT and Delikatesy Centrum. The total cost of the stock-option programs accounted in 1Q 2009 amounted to PLN 1.81m comparing with PLN 1.43m in 1Q Table 6 Eurocash S.A.: Costs analysis for 1Q Q Q 2008 change 1Q 2009 / PLN million 1Q 2008 Gross profit/(loss) on sales 85,37 79,39 7,53% (Gross profitability on sales %) 10,05% 11,78% -1,74% Costs of sales: (53,15) (47,76) 11,28% (as % of sales) 6,26% 7,09% -0,83% General Management costs: (20,86) (20,91) -0,26% (as % of sales) 2,46% 3,10% -0,65% Profit/loss on sales 11,37 10,72 6,01% (as % of sales) 1,34% 1,59% -0,25% Other operating income 2,65 2,80-5,54% Other operating costs (3,93) (4,67) -15,93% Operating profit EBIT 10,09 8,85 13,93% (EBIT margin %) 1,19% 1,31% -0,13% Depreciation 8,82 7,43 18,70% EBITDA 18,90 16,28 16,11% (EBITDA margin %) 2,23% 2,42% -0,19%

6 EUROCASH S.A. Strona 6 z 9 CONSOLIDATED QUARTELY REPORT (1Q 2009) Cash flow Table 7 Eurocash S.A.: Cash flow for 1Q Q Q 2008 PLN million Operating cash flow (47,88) 10,60 Gross profit (loss) 10,35 8,91 Depreciation 8,00 7,43 Change in working capital (59,57) (1,91) Other (9,29) (5,25) Cash flow from investments (13,88) (11,77) Cash flow from financing activities 5,99 3,05 Total cash flow (55,76) 1,88 Total cash flow of Eurocash S.A. in 1Q 2009 amounted to PLN million, mainly due to negative cashflow from working capital, due to change in seasonal pattern. Working capital Table 8 Eurocash S.A.: Working capital ratios for 1Q 2009 Turnover in days 1Q Q Inventories turnover 17,57 23,65 2. Trade receivables turnover 20,66 13,48 3. Trade liabilities turnover 59,91 64,56 4. Operating cycle (1+2) 38,23 37,13 5. Cash conversion (4-3) (21,69) (27,44) Change in Eurocash S.A. cash conversion cycle was caused mainly by increase in trade receivables cycle, which was attributable to increased level of intra-group receivables (mainly to McLane Polska) by PLN 57.52m and to Delikatesy Centrum franchise stores by PLN 17.47m. Increased level of receivables to Delikatesy Centrum at the end of 1Q 2009 is due to network expansion and change of seasonality pattern increased wholesale sales to franchise stores before Eastern. Balance sheet The volume of fixed and current assets, equity, liabilities and provisions for liabilities, as well as their share in the total value of assets is presented in the table below: Table 9 Eurocash S.A.: Selected balance sheet items PLN million Fixed assets 415,95 49,54% 409,62 43,60% 289,74 41,60% Current assets 423,75 50,46% 529,80 56,40% 406,80 58,40% Total assets 839,71 100,00% 939,42 100,00% 696,54 100,00% Equity 259,25 30,87% 242,65 25,83% 224,85 32,28% Liabilities and provisions 580,25 69,10% 696,77 74,17% 471,69 67,72% Total liabilities and equity 839,51 99,98% 939,42 100,00% 696,54 100,00% Ratios definitions Gross profit margin on sales ratio of gross sales profit to net sales revenue. EBITDA margin ratio of EBITDA ( operating profit plus amortization) to net sales revenue. Operating profit margin (EBIT) ratio of operating profit to net sales revenue Net profit margin on sales ratio of net profit to net sales revenue. Inventories turnover the ratio of balance of stocks at the end of period to net sales for period, multiplied by the number of days in the period. Trade receivables turnover the ratio of balance of trade receivables at the end of period to net sales for period, multiplied be the number of days in the period. Trade liabilities turnover the ratio of balance of trade liabilities at end of period to costs of sold traded goods for period, multiplied by the number of days in the period Operating cycle the sum of stocks turnover and receivables turnover. Cash conversion cycle the difference between operating cycle and liabilities turnover.

7 EUROCASH S.A. Strona 7 z 9 CONSOLIDATED QUARTELY REPORT (1Q 2009) 2. Major events and factors that influenced consolidated income or loss in 1Q There have been no major events that influenced Eurocash Group income or loss in 1Q Development perspectives External Factors: Growth in the FMCG market and its structure. The Company expects further growth of modern distribution channels; its unfavorable impact on company s income will be compensated by growth of the FMCG market in absolute terms and consolidation in the traditional wholesale market. Fuel prices. As logistic expenses, closely connected with fuel prices, are a vital part of selling expenses, their substantial changes may influence the Company s profit and loss. Labour costs: Potential pressure on labour costs could in medium term negatively influence the Company s profit and loss. However, potential of growing wages and salaries impacts the whole Polish market. As the Company sales are realised only in Poland, its competitive situation should remain unchanged due to this factor. Internal Factors: Integration of McLane Polska operations The acquisition of McLane Polska will enable the Eurocash Group to accelerate growth in active product distribution to customers. McLane Polska is the market leader in supply of impulse products to gasoline stations and in Food Service, which are new market segments for Eurocash Group. The acquisition will also expand portfolio of the franchise chains operated by the Eurocash Group. Due to necessity of integration of McLane Polska on the operational level, in the opinion of the Management Board of Eurocash achievement of the full synergy effects resulting from this transaction will be possible within 1-2 years. Development of new formats of wholesale distribution or new formats of retail stores franchise chains, in order to give a full offer to our clients and on the same time to achieve economies of scale. Strict cost control. 4. Additional information Information regarding dividends According to information presented in current reports No 18/2009 and 21/2009, The Management Board of Eurocash proposed to the Annual General Meeting the following distribution of net profits in 2008 amounting to PLN 59,570,056 (Fifty Nine Million Five Hundred Seventy Thousand Fifty Six zlotys): 1) the shareholders of record on June 15th, 2009 shall be eligible to receive the dividend in amount PLN 30 groszes per one Company share; the total dividend shall not exceed PLN 40,112, (Forty Million One Hundred Twelve Thousand Seven Hundred Thirty) and shall be payable by June 26th 2009; 2) the balance shall be transferred to Company s reserve capital. The foregoing proposal was positively opined in the Resolution No 1 of the Supervisory Board dated April 23, Explanations regarding seasonality In FMCG wholesale sales are traditionally lower in 1Q, then sales peak during summer period and stabilise in the 1Q.

8 EUROCASH S.A. Strona 8 z 9 CONSOLIDATED QUARTELY REPORT (1Q 2009) Issuance, redemption and repayment of debt and capital securities In 1Q 2009 Eurocash S.A. issued series C shares at the issue price of PLN 4.32 per share. This issue is related to the Second Motivation Scheme adopted by Resolution No. 3 of the Extraordinary General Meeting of 14 September 2004 on issue of bonds with the priority right, conditional share capital increase and exclusion of the pre-emption right to new shares of the current shareholders, as amended by Resolution No. 2 of 2 November 2004 and Resolution No. 1 of 25 November 2004, described in the issue prospectus of Eurocash from In 1Q 2009 Eurocash S.A. did not issue, acquire or repay debt securities. Changes in the basic management principles In 1Q 2009 there were no changes in the basic management principles The Board opinion on the possibilities to carry out previously published financial forecasts for a given year. The Management Board of Eurocash S.A. has not published or does not intend to publish financial forecasts for Shareholders owning directly or indirectly through dependent entities at least 5 % of total number of votes at the general assembly. Shareholder Number of shares Share in share capital (%) Number of Number of votes shares Share in total number of votes (%) Share in share capital (%) Number of votes Share in total number of votes (%) Luis Amaral (directly and indirectly through Politra B.V.) ,90% ,90% ,13% ,13% Commercial Union Powszechne Towarzystwo Emerytalne BPH CU WBK ,83% ,83% ,29% ,29% ING Nationale Nederlanden Polska Otwarty Fundusz Emerytalny ,15% ,15% ,17% ,17% BZ WBK AIB Asset Management S.A.* * 4,99%* * 4,99%* ,01% ,01% Others ,14% ,14% ,40% ,40% Total ,00% ,00% ,00% ,00% * Due to capital increase resulting from the incentive schemes, according to information of Eurocash, share of BZ WBK AIB Asset Management S.A. as of decreased below 5%, however as BZ WBK AIB Asset Management S.A. did not provide information on decreasing its stake below 5%, the actual number of shares held by this entity can be higher and BZ WBK AIB Asset Management S.A. holds a total stake above 5% of Eurocash share capital.

9 EUROCASH S.A. Strona 9 z 9 CONSOLIDATED QUARTELY REPORT (1Q 2009) Number of shares (or rights to shares) held by the members of the Management Board and Supervisory Board of Eurocash Management Board members Shares or rights to acquire Eurocash shares Luis Amaral (directly and indirectly) Rui Amaral Katarzyna Kopaczewska Arnaldo Guerreiro Pedro Martinho Ryszard Majer Jacek Owczarek 0 0 Supervisory Board members Eduardo Aguinaga de Mores 0 0 Joao Borges de Assuncao 0 0 Ryszard Wojnowski 0 0 Janusz Lisowski 0 0 Antonio Jose Santos Silva Casanova 0 0 Information on legal suits. In the 1Q 2009 companies belonging to Eurocash Group were not involved into any legal suit in any court, nor in a body competent for arbitration proceedings nor an administrative body, which total value would amount to at least 10 % of equity. Information concerning granting by the issuer or a dependent unit credit or loan surety or a guarantee. In the 1Q 2009 companies belonging to Eurocash Group did not grant any surety for a credit or a loan nor did it grant any guarantee of total value equivalent to 10% of the Eurocash equity. Signatures of Management Board Members representing the Company: Position Name and surname Date Signature Management Board Member Chief Executive Officer Rui Amaral 15 May 2009 Management Board Member Financial Executive Officer Jacek Owczarek 15 May 2009

10 EUROCASH S.A. QUARTERLY ABBREVIATED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2009 TO 31 MARCH 2009 TRANSLATORS EXPLANATORY NOTE The following document is a free translation of the report of the above-mentioned Polish Company. In the event of any discrepancy in interpreting the terminology, the Polish version is binding. KOMORNIKI, 15 th May 2009

11 CONTENTS General information Information of the Parent Company Information of the Company s Subsidiaries and Associates Authorities of the Company s...5 Eurocash Group - Selected Consolidated Financial Data... 8 Eurocash Group - Abbreviated Consolidated Financial Statements... 9 Eurocash S.A. - Selected Separate Financial Data Eurocash S.A. - Abbreviated Separate Financial Statements General information Applied principles of accounting Notes to Consolidated Financial Statements prepared for the period from to /50

12 GENERAL INFORMATION 1. INFORMATION OF THE PARENT COMPANY 1.1. PARENT COMPANY NAME EUROCASH Spółka Akcyjna 1.2. REGISTERED OFFICE ul. Wiśniowa 11, Komorniki 1.3. CORE BUSINESS Other wholesale (PKD 4690Z) 1.4. REGISTRY COURT District Court Poznań -Nowe Miasto i Wilda of Poznań, VIII Commercial Division of the National Court Register, Entry no KRS DURATION OF THE CAPITAL GROUP Indefinite 1.6. PERIOD COVERED BY THE FINANCIAL STATEMENTS The reporting period 1 st January st March 2009 and comparable periods: 1 st January st March INFORMATION OF THE COMPANY S SUBSIDIARIES AND ASSOCIATES 2.1. KDWT S.A COMPANY NAME KDWT Spółka Akcyjna REGISTERED OFFICE ul. Wiśniowa 11, Komorniki CORE BUSINESS Tobacco wholesale (PKD 4635Z) SHARE CAPITAL ,00 PLN OWNERSHIP PERCENTAGE AS AT 31 ST MARCH % 2.2. EUROCASH FRANSZYZA SP. Z O.O COMPANY NAME EUROCASH FRANSZYZA Spółka z ograniczoną odpowiedzialnością 3/50

13 REGISTERED OFFICE ul. Wiśniowa 11, Komorniki CORE BUSINESS Other commercial sale (PKD 8299Z)) SHARE CAPITAL ,00 PLN OWNERSHIP PERCENTAGE AS AT 31 ST MARCH % 2.3. MCLANE POLSKA SP. Z O.O COMPANY NAME MCLANE POLSKA Spółka z ograniczoną odpowiedzialnością REGISTERED OFFICE ul. Pass 20C, Błonie CORE BUSINESS Other wholesale (PKD 4690Z) SHARE CAPITAL PLN OWNERSHIP PERCENTAGE AS AT 31 ST MARCH % 2.4. PAYUP POLSKA S.A COMPANY NAME PayUp Polska S.A REGISTERED OFFICE Al. Solidarności 46, Poznań CORE BUSINESS Wireless telecommunication (PKD 6120Z) SHARE CAPITAL PLN OWNERSHIP PERCENTAGE AS AT 31 ST MARCH % 2.5. NASZE SKLEPY SP. Z O.O COMPANY NAME Nasze Sklepy Spółka z ograniczoną odpowiedzialnością 4/50

14 REGISTERED OFFICE ul. Kąpielowa 18, Biała Podlaska CORE BUSINESS Retail sales food, drinks and tobacco (PKD 4711Z) SHARE CAPITAL PLN OWNERSHIP PERCENTAGE AS AT 31 ST MARCH ,39% 3. AUTHORITIES OF THE COMPANY S 3.1. MANAGEMENT BOARD OF DOMINANT UNIT As at 31 st members: March 2009 the Company s Management Board consisted of the following Luis Manuel Conceicao Do Amaral President of the Management Board, Rui Amaral Management Board Member, Arnaldo Guerreiro Management Board Member, Pedro Martinho Management Board Member, Katarzyna Kopaczewska Management Board Member, Ryszard Majer Management Board Member. Jacek Owczarek Management Board Member MANAGEMENT BOARD OF SUBSIDIARIES AND ASSOCIATES As at 31 st March 2009 the Management Board of the Subsidiaries and Associates consisted of the following members: KDWT S.A.: Arnaldo Guerreiro Management Board Member. Eurocash Franszyza Sp. z o.o.: Pedro Martinho President of the Management Board, Katarzyna Kopaczewska Management Board Member, Spółka McLane Polska sp. z o. o.: Arnaldo Guerreiro President of the Management Board, Geoffrey Crossley Management Board Member, Johny Baird Management Board Member. Katarzyna Kopaczewska Management Board Member. Jacek Owczarek Management Board Member. 5/50

15 Spółka PayUp Polska S.A. Luis Janeiro President of the Management Board, Zbigniew Furmańczak Management Board Member, Geoffrey Crossley Management Board Member, Cristina Ascencao Management Board Member, Spółka Nasze Sklepy sp. z o. o.: Ireneusz Ługowski President of the Management Board, Pedro Martinho Management Board Member, 3.3. SUPERVISORY BOARD As at 31 st members: March 2009 the Company s Supervisory Board consisted of the following João Borges de Assunção President of the Supervisory Board, Eduardo Aguinaga de Moraes Supervisory Board Member, António José Santos Silva Casanova Supervisory Board Member, Ryszard Wojnowski Supervisory Board Member, Janusz Lisowski Supervisory Board Member, 3.4. SUPERVISORY BOARD OF SUBSIDIARIES AND ASSOCIATES As at 31 st March 2009 the Supervisory Board of the Subsidiaries and Associates consisted of the following members: KDWT S.A.: Luis Manuel Conceicao Do Amaral President of the Supervisory Board, Rui Amaral Supervisory Board Member, Pedro Martinho Supervisory Board Member. Spółka McLane Polska Sp. z o. o. Luis Manuel Conceicao Do Amaral President of the Supervisory Board,, Robert Dayton McLane Supervisory Board Member, Ben Hansen Supervisory Board Member. Spółka PayUp Polska S.A. Luis Manuel Amaral President of the Supervisory Board, Artur Lebiedziński - Supervisory Board Member, Mahomed Iqbal - Supervisory Board Member. Spółka Nasze Sklepy sp. z o.o. Adam Krzysztof Abramowicz Supervisory Board Member, Rui Amaral Supervisory Board Member, Katarzyna Kopaczewska Supervisory Board Member. 6/50

16 3.5. CHANGES IN THE COMPOSITION OF THE MANAGEMENT AND SUPERVISORY BOARDS Effective March 31 th, 2009 Miłosz Awedyk resigned from the position of Member of the Management Board of PayUp S.A. Effective March 31 st, 2009 Michał Bartkowiak resigned from the position of Member of the Management Board of Nasze Sklepy Sp. z o.o. Effective March 31 st, 2009 Michał Bartkowiak resigned from the position of Member of the Management Board of Eurocash Franszyza Sp. z o.o. There were no changes in the membership of the Supervisory Board of the Subsidiaries in the reporting period. 7/50

17 EUROCASH GROUP - SELECTED CONSOLIDATED FINANCIAL DATA SELECTED CONSOLIDATED FIGURES AS AT 31 MARCH 2009 for the period for the period for the period for the period to to to to PLN PLN EUR EUR Net sales Operating profit (loss) Profit (loss) before tax Net Profit (loss) on continued operations Net profit (loss) Net operating cash flow ( ) ( ) Net investment cash flow ( ) ( ) ( ) ( ) Net financial cash flow ( ) ( ) ( ) ( ) Net change in cash and cash equivalents ( ) ( ) ( ) ( ) Weighted average number of shares Weighted average diluted number of shares EPS (in PLN / EUR) 0,08 0,07 0,02 0,02 Diluted EPS (in PLN / EUR) 0,08 0,07 0,02 0,02 Average PLN / EUR rate* 4,4903 3,5574 as at as at as at as at PLN PLN EUR EUR Assets Long-term liabilities Short-term liabilities Equity Share capital Number of shares Diluted number of shares Book value per share (in PLN / EUR) 2,29 2,17 0,49 0,52 Diluted book value per share (in PLN / EUR) 2,19 2,05 0,47 0,49 Declared or paid dividend (in PLN / EUR) Declared or paid dividend per share (in PLN / EUR) PLN / EUR rate at the end of the period** 4,7013 4,1724 * Profit and loss items have been converted as a matter of arithmetic computation using the official mid-rates announced by the National Bank of Poland prevailing on the last day of each month. ** Balance sheet items and book value per share have been converted using the official mid-rates announced by the National Bank of Poland prevailing on the balance sheet date. 8/50

18 EUROCASH GROUP - ABBREVIATED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE PERIOD FROM 1 JANUARY TO 31 MARCH 2009 Continued operations 1 Quarter 1 Quarter for the period for the period from from to to Net sales Net sales of traded goods Net sales of services Prime costs of sales ( ) ( ) Costs of sold traded goods ( ) ( ) Costs of sold services ( ) ( ) Gross profit (loss) on sales Costs of sales ( ) ( ) Costs of general management ( ) ( ) Profit (loss) on sales Other operating revenues Other operating costs ( ) ( ) Operating profit (loss) Financial revenues Financial costs ( ) ( ) Share in profits (losses) of companies consolidated with the equity method ( ) - Profit (loss) before tax Income tax ( ) ( ) Net profit (loss) on continued operations Discontinued operations Net profit (loss) on discontinued operations Net profit (loss) Parent company shareholders Minority interests (58 358) - NET EARNINGS PER SHARE PLN / share PLN / share Net profit (loss) on continued operations Net profit (loss) on continued and discontinued operations Weighted average number of shares Weighted average diluted number of shares from continued operations - basic 0,08 0,07 - diluted 0,08 0,07 from continued and discontinued operations - basic 0,08 0,07 - diluted 0,08 0,07 9/50

19 CONSOLIDATED STATEMENT OF THE TOTAL INCOME FOR THE PERIOD FROM 1 JANUARY TO 31 MARCH 2009 Continued operations 1 Quarter 1 Quarter for the period for the period from from to to Net sales Net sales of traded goods Net sales of services Prime costs of sales ( ) ( ) Costs of sold traded goods ( ) ( ) Costs of sold services ( ) ( ) Gross profit (loss) on sales Costs of sales ( ) ( ) Costs of general management ( ) ( ) Profit (loss) on sales Other operating revenues Other operating costs ( ) ( ) Operating profit (loss) Financial revenues Financial costs ( ) ( ) Share in profits (losses) of companies consolidated with the equity method ( ) - Profit (loss) before tax Income tax ( ) ( ) Net profit (loss) on continued operations Discontinued operations Net profit (loss) on discontinued operations Net profit (loss) Parent company shareholders Minority interests (58 358) - NET EARNINGS PER SHARE PLN / share PLN / share Net profit (loss) on continued operations Net profit (loss) on continued and discontinued operations Weighted average number of shares Weighted average diluted number of shares from continued operations - basic 0,08 0,07 - diluted 0,08 0,07 from continued and discontinued operations - basic 0,08 0,07 - diluted 0,08 0,07 Net profit (loss) Total Income /50

20 CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2009 as at as at as at as at Assets Fixed assets (long-term) Goodwill Other intangible fixed assets Tangible fixed assets Investments in associated companies - equity method Other long-term financial assets Long-term receivables Deferred income tax assets Other long-term prepayments Current assets (short-term) Invetories Trade receivables Current income tax receivables Other short-term receivables Cash and cash equivalents Short-term prepayments Total assets /50

21 CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2009 Liabilities as at as at as at as at Equity Equity attributable to shareholders of the parent company Share capital Supplementary capital Hedge transactions valuation capital ( ) ( ) - - Retained earnings Profit (loss) of prior years ( ) Net profit (loss) of the current year Minority interests Liabilities Long-term liabilities Other long-term financial liabilities Deferred income tax provision Provision for employee benefits Other long-term provisions Short-term liabilities Short-term loans and credits Short-term financial liabilities Trade liabilities Current income tax liabilities Other short-term liabilities Provision for employee benefits Short-term provisions Total liabilities BOOK VALUE PER SHARE AS AT 31 MARCH 2009 as at as at as at as at Book value Number of shares Diluted number of shares Book value per share 2,29 2,17 1,92 1,83 Diluted book value per share 2,17 2,04 1,82 1,70 OFF BALANCE SHEET ITEMS Contingent Liabilities Related companies Other companies guaranties and sureties granted Total /50

22 CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD FROM 1 JANUARY TO 31 MARCH Quarter 1 Quarter for the period for the period from from to to Operating cash flow Net profit before tax Adjustments: Depreciation (Profit) loss on sold tangible fixed assets ( ) Costs of interest Operating cash before changes in working capital Changes in inventory ( ) Changes in receivables Changes in liabilities ( ) ( ) Changes in provisions and accruals ( ) Valuation of motivational programm Loss on sale of shares - - Other adjustments Operating cash ( ) Interest paid ( ) ( ) Income tax paid ( ) ( ) Net operating cash ( ) Investment cash flow Expenditures for purchased intangible fixed assets ( ) ( ) Expenditures for purchased tangible fixed assets ( ) ( ) Receipts from sold tangible fixed assets Expenditures for purchased subsidiary companies (less for money taken) - ( ) Expenditures for purchased associate companies - - Receipts form sold subsidiary companies Advances for purchase of shares - - Net investment cash ( ) ( ) Financing cash flow Receipts from issued shares Receipts due to taking loans and credits Repaid loans and credits ( ) ( ) Repaid liabilities under financial lease ( ) ( ) Interest ( ) ( ) Dividends paid - - Net financing cash ( ) ( ) Net change in cash and cash equivalents ( ) ( ) Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period /50

23 CONSOLIDATED STATEMENT ON CHANGES IN EQUITY IN THE PERIOD FROM 1 JANUARY TO 31 MARCH 2009 Share capital Supplementary Hedge transactions capital valuation capital Retained earnings Minority capital Total Changes in equity in the period from 1 January to 31 March 2008 Balance as at 1 January Net profit presented directly in equity Net profit for the period from 1 January to 31 March Total profit and loss recorded in the period from 1 January to 31 March Dividends paid Transfer to supplementary capital Valuation of motivational program for employees Other corrections Balance as at 31 March Changes in equity in the period from 1 January to 31 March 2009 Balance as at 01 January ( ) Net profit presented directly in equity Net profit for the period from 1 January to 31 March (58 358) Total profit and loss recorded in the period from 1 January to 31 March (58 358) Dividends paid Transfer to supplementary capital Valuation of motivational program for employees Share issue - motivational program Other corrections Balance as at 31 March ( ) /50

24 EUROCASH S.A. - SELECTED SEPARATE FINANCIAL DATA SELECTED SEPARATE FIGURES AS AT 31 MARCH 2009 for the period for the period for the period for the period to to to to PLN PLN EUR EUR Net sales Operating profit (loss) Profit (loss) before tax Net Profit (loss) on continued operations Net profit (loss) Net operating cash flow ( ) ( ) Net investment cash flow ( ) ( ) ( ) ( ) Net financial cash flow Net change in cash and cash equivalents ( ) ( ) Weighted average number of shares Weighted average diluted number of shares EPS (in PLN / EUR) 0,06 0,05 0,01 0,01 Diluted EPS (in PLN / EUR) 0,06 0,05 0,01 0,01 Average PLN / EUR rate* 4,4903 3,5574 as at as at as at as at PLN PLN EUR EUR Assets Long-term liabilities Short-term liabilities Equity Share capital Number of shares Diluted number of shares Book value per share (in PLN / EUR) 1,96 1,86 0,42 0,44 Diluted book value per share (in PLN / EUR) 1,88 1,76 0,40 0,42 Declared or paid dividend (in PLN / EUR)*** Declared or paid dividend per share (in PLN / EUR) PLN / EUR rate at the end of the period** 4,7013 4,1724 * Profit and loss items have been converted as a matter of arithmetic computation using the official mid-rates announced by the National Bank of Poland prevailing on the last day of each month. ** Balance sheet items and book value per share have been converted using the official mid-rates announced by the National Bank of Poland prevailing on the balance sheet date. 15/50

25 EUROCASH S.A. - ABBREVIATED SEPARATE FINANCIAL STATEMENTS SEPARATE PROFIT AND LOSS ACCOUNT FOR THE PERIOD FROM 1 JANUARY TO 31 MARCH 2009 Continued operations 1 Quarter 1 Quarter for the period for the period from from to to Net sales Net sales of traded goods Net sales of services Prime costs of sales ( ) ( ) Costs of sold traded goods ( ) ( ) Gross profit (loss) on sales Costs of sales ( ) ( ) Costs of general management ( ) ( ) Profit (loss) on sales Other operating revenues Other operating costs ( ) ( ) Operating profit (loss) Financial revenues Financial costs ( ) ( ) Profit (loss) before tax Income tax ( ) ( ) Net profit (loss) NET EARNINGS PER SHARE PLN / share PLN / share Net profit (loss) on continued operations Net profit (loss) on continued and discontinued operations Weighted average number of shares Weighted average diluted number of shares from continued operations - basic 0,06 0,05 - diluted 0,06 0,05 from continued and discontinued operations - basic 0,06 0,05 - diluted 0,06 0,05 16/50

26 SEPARATE STATEMENT OF THE TOTAL INCOME FOR THE PERIOD FROM 1 JANUARY TO 31 MARCH 2009 Continued operations 1 Quarter 1 Quarter for the period for the period from from to to Net sales Net sales of traded goods Net sales of services Prime costs of sales ( ) ( ) Costs of sold traded goods ( ) ( ) Gross profit (loss) on sales Costs of sales ( ) ( ) Costs of general management ( ) ( ) Profit (loss) on sales Other operating revenues Other operating costs ( ) ( ) Operating profit (loss) Financial revenues Financial costs ( ) ( ) Profit (loss) before tax Income tax ( ) ( ) Net profit (loss) NET EARNINGS PER SHARE PLN / share PLN / share Net profit (loss) on continued operations Net profit (loss) on continued and discontinued operations Weighted average number of shares Weighted average diluted number of shares basic 0,06 0,05 - diluted 0,06 0,05 from continued and discontinued operations - basic 0,06 0,05 - diluted 0,06 0,05 Net profit (loss) Total Income /50

27 SEPARATE BALANCE SHEET AS AT 31 MARCH 2009 as at as at as at as at Assets Fixed assets (long-term) Goodwill Intangible fixed assets Tangible fixed assets Investments in subsidiary companies Investments in associated companies - equity method Long-term receivables Long-term prepayments Current assets (short-term) Invetories Trade receivables Other short-term receivables Cash and cash equivalents Short-term prepayments Total assets /50

28 SEPARATE BALANCE SHEET AS AT 31 MARCH 2009 Liabilities as at as at as at as at Equity Share capital Supplementary capital Hedge transactions valuation capital ( ) ( ) - - Retained earnings Profit (loss) of prior years Net profit (loss) of the current year Liabilities Long-term liabilities Other long-term financial liabilities Deferred income tax provision Provision for employee benefits Short-term liabilities Short-term loans and credits Short-term financial liabilities Trade liabilities Current income tax liabilities Short-term liabilities Provision for employee benefits Other short-term provisions Total liabilities BOOK VALUE PER SHARE AS AT 31 MARCH as at as at as at as at Book value Number of shares Diluted number of shares Book value per share 1,96 1,86 1,74 1,67 Diluted book value per share 1,88 1,76 1,65 1,55 OFF BALANCE SHEET ITEMS Contingent Liabilities Related companies Other companies guaranties and sureties granted Total /50

29 SEPARATE CASH FLOW STATEMENT FOR THE PERIOD FROM 1 JANUARY TO 31 MARCH Quarter 1 Quarter for the period for the period from from to to Operating cash flow Net profit before tax Adjustments: Depreciation (Profit) loss on sold tangible fixed assets (3 627) Costs of interest Operating cash before changes in working capital Changes in inventory ( ) Changes in receivables Changes in liabilities ( ) ( ) Changes in provisions and accruals ( ) Valuation of motivational program for employees Operating cash ( ) Interest paid ( ) ( ) Income tax paid ( ) ( ) Net operating cash ( ) Investment cash flow Expenditures for purchased intangible fixed assets ( ) ( ) Expenditures for purchased tangible fixed assets ( ) ( ) Receipts from sold tangible fixed assets Expenditures for purchased subsidiary companies - ( ) Net investment cash ( ) ( ) Financing cash flow Receipts from issued shares Receipts due to taking loans and credits - 45 Repaid loans and credits (10 466) - Repaid liabilities under financial lease ( ) ( ) Interest ( ) ( ) Net financing cash Net change in cash and cash equivalents ( ) Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period /50

30 SAPARATE STATEMENT ON CHANGES IN EQUITY IN THE PERIOD FROM 1 JANUARY TO 31 MARCH 2009 Share capital Supplementary Hedge transactions capital valuation capital Retained earnings Changes in equity in the period from 1 January to 31 March 2008 Balance as at 1 January Net profit for the period from 1 January to 31 March Total profit and loss recorded in the period from 1 January to 31 March Dividends declared Transfer to supplementary capital Valuation of motivational program for employees Share issue - motivational program Balance as at 31 March Changes in equity in the period from 1 January to 31 March 2009 Balance as at 01 January ( ) Net profit presented directly in equity Net profit for the period from 1 January to 31 March Total profit and loss recorded in the period from 1 January to 31 March Dividends paid Transfer to supplementary capital Valuation of motivational program for employees Share issue - motivational program Other corrections Balance as at 31 March ( ) Total 21/50