FOTA S.A. CAPITAL GROUP with FOTA S.A. ul. Stryjska Gdynia as the parent company

Transcription

1 FOTA S.A. CAPITAL GROUP with FOTA S.A. ul. Stryjska Gdynia as the parent company Opinion and report of an independent chartered auditor concerning the examination of the consolidated financial statements for the business year from 01 January to 31 December 2012

2 OPINION OF AN INDEPENDENT CHARTERED AUDITOR for the General Meeting and the Supervisory Board of FOTA S.A. We have examined the attached consolidated financial statements of the Capital Group with FOTA S.A. with the registered office in Gdynia, at ul. Stryjska 24, as the parent company, which consist of: the consolidated statement of financial position as at 31 December 2012, presenting the total of assets, equity, and liabilities as PLN 407,581,000; the consolidated statement of comprehensive income for the business year from 01 January to 31 December 2012, presenting the comprehensive income of PLN (20,239,000), including net loss of PLN (20,527,000) and other comprehensive income of PLN 288,000; the consolidated statement of changes in equity for the business year from 01 January to 31 December 2012 showing the decrease in equity by PLN 21,011,000; the consolidated statement of cash flows for the business year from 01 January to 31 December 2012, showing the decrease in net cash by PLN 13,705,000; additional information concerning the adopted accounting policies and additional notes to the consolidated financial statements. The drawing up of financial statements according to legal provisions in effect and the report on the operations of the Capital Group is the responsibility of the Management Board of the Company. The Management Board of the Company and members of the Supervisory Board of the parent company are obliged to ensure that the consolidated financial statements and the report on the operations of the Capital Group meet the requirements provided for in the Accounting Act of 29 September 1994 (Dziennik Ustaw [the Polish Journal of Laws] of 2009, no. 152, item 1223, as amended), hereinafter referred to as the Accounting Act. Our task was to examine these consolidated financial statements and to issue an opinion whether they are in accordance with applicable accounting principles of the Capital Group and whether they present a true and fair view of all aspects of the material and financial situation as well as the financial result of the Capital Group. The examination of the consolidated financial statements was conducted according to the provisions of: 1) chapter 7 of the Accounting Act, 2) national financial auditing standards issued by the National Council of Chartered Auditors in Poland. The examination of the consolidated financial statements was planned and conducted in a manner which gave us a reasonable certainty enabling us to issue an opinion about the statements. The examination included, in particular, the verification of the correctness of accounting principles applied by the parent company and its subsidiaries, the (random, in majority) check of the grounds from which the numbers and information contained in the

3 consolidated financial statements result from, and the comprehensive opinion concerning the consolidated financial statements. We believe that the examination formed sufficient grounds to issue an opinion. In our opinion, the examined financial statements, in all significant aspects: a) present a true and fair view of the information significant for the opinion on the material and financial situation of the Capital Group as at 31 December 2012 as well as its financial result for the business year from 01 January to 31 December 2012, b) have been drawn up in accordance with International Accounting Standards, International Financial Reporting Standards, related interpretations announced in the form of regulations of the European Commission and, within the scope which is not regulated with those standards, the requirements of the Accounting Act and executive provisions adopted based thereon, c) is in accordance with the legal provisions binding the Capital Group which influence the contents of the consolidated financial statements. We do not have any objections as to the correctness and reliability of the examined financial statements; however, we would like to underline the risk to the Group s ability to continue as a going concern in the year following the examined year, pointed out in note 6 by the Management Board of the FOTA S.A. Capital Group. Furthermore, we would like to emphasize that the FOTA S.A. Capital Group presents, in the statement of financial position as at 31 December 2012, deferred tax assets of PLN 17,900,000, including assets created in the examined period, which reduce net loss for 2012 by PLN 6,123,000. According to IAS 12, the entity will use economic benefits of these assets being the reduction of tax payment only on condition that it earns a sufficient taxable income to which the reduction mentioned above may be applied. Since there are no sufficient taxable temporary differences, the entity justified the earning of the sufficient taxable income based on financial predictions. The extent of using economic benefits from deferred tax assets depends on how much the predictions will come true. We would also like to point out that as at 31 December 2012 the Capital Group recognizes, in the consolidated financial statements, the goodwill resulting from the purchase of subsidiaries, ART-GUM Sp. z o.o. and AUTOMOTOŠPORT Centrum s.r.o., of the total value of PLN 4,688,000. According to IAS 36, the entity is obliged to perform annual impairment tests concerning goodwill. The Management Board of the parent company performed such tests based on financial predictions prepared for the aforementioned subsidiaries. As a result, impairment has not been determined; however, the recovery of the recoverable value specified for ART-GUM Sp. z o.o. and AUTOMOTOŠPORT Centrum s.r.o. depends on how much financial predictions concerning these companies will come true. The Management Board s report on the Group s operations is complete within the meaning of art. 49 of the Accounting Act and it takes into account the provisions of the Regulation of the Minister of Finance of 19 February 2009 concerning current and periodic information disclosed by securities issuers and conditions for recognizing information required by legal regulations of non-member states as equivalent (Dziennik Ustaw of 2009, No. 33, item 259); the information contained in the report taken from the examined consolidated financial statements are in accordance with those statements.

4 Poznań, 30 April 2013 BDO Sp. z o.o. ul. Postępu Warsaw Entity authorized to examine financial statements no Key chartered auditor performing the examination: Acting on behalf of BDO Sp. z o.o.: Agata Wojtkowiak Chartered Auditor reg. no dr André Helin President of the Management Board Chartered Auditor reg. no

5 FOTA S.A. CAPITAL GROUP with FOTA S.A. ul. Stryjska Gdynia as the parent company Report concerning the examination of the consolidated financial statements for the business year from 01 January to 31 December 2012

6 CONTENTS I. GENERAL PART OF THE REPORT 3 II. FINANCIAL ANALYSIS OF THE CAPITAL GROUP 8 III. DETAILED PART OF THE REPORT 15 BDO Sp. z o.o. 2

7 I. GENERAL PART OF THE REPORT 1. Identification of the Parent Company 1.1. Name and legal form The Company operates with the business name of FOTA Spółka akcyjna. The Company may use the abbreviated name of FOTA S.A Registered office of the Company Gdynia, ul. Stryjska Activities In the examined period, core activities of the Company included: sales of spare parts and accessories for mechanic vehicles Basis for the operations FOTA S.A. operates based on the following: the articles of association of the Company drawn up in the form of a notarial deed on 29 August 2001 (Reg. A no. 8394/2001) as amended, Code of Commercial Companies Registration in a Business Court On 26 September 2011, the Company was entered in the National Court Register in the District Court Gdańsk-Północ in Gdańsk, 8 th Business Division of the National Court Register, with the no. KRS Registration in a Tax Office and Provincial Statistical Office NIP REGON Issued capital and equity of the Company As at 31 December 2012, issued capital was PLN 18,832,000 and was divided into 9,416,000 shares of the nominal value of PLN 2.00 each. In 2012 and by the day on which the examination was completed, issued capital did not change. As at 31 December 2012, the shareholders of the Company were as follows, according to the information provided by the Management Board: BDO Sp. z o.o. 3

8 shareholder shares votes at the General Meeting Lucyna and Bogdan Fota 6,500, % ING Otwarty Fundusz Emerytalny 583, % Pioneer Fundusz Inwestycyjny Otwarty 553, % Others, including: 1,779, % FOTA S.A. (own shares) 8, % By the resolution no. 16, the General Meeting authorized the Management Board of the Company to purchase the Company s own shares for redemption and to form a reserve capital for the financing of the purchase of own shares. This is the authorization for the purchase of no more than 470,800 own ordinary bearer shares, worth PLN 2.00 each, of the total nominal value of PLN 941,600, for redemption. The Company may purchase its own shares from 15 June 2012 to 31 January The decision concerns the forming of the reserve capital for the financing of the purchase of own shares by the Company with costs of such purchase of PLN 3,800, and the moving of PLN 3,800, to this capital from the part of the reserve capital formed from profit. As at 31 December 2012, the Company purchased 8,832 shares of the total value of PLN 40,000. From the balance sheet date to the examination completion date, the shareholding structure of the company did not change. Furthermore, equity of the company comprised the following as at 31 December 2012: own shares PLN (40,000) surplus from the sales of shares over their nominal value PLN 70,477,000 other reserve capitals PLN 61,046,000 retained profit/(retained loss) PLN (25,016,000) In total, equity as at 31 December 2012 was PLN 125,299, Management Board of the Company As at 31 December 2012, the Management Board was composed of: Paweł Gizicki - President of the Management Board Radosław Wojtkiewicz - Member of the Management Board Wojciech Kotarski - Member of the Management Board Adrian Smeja - Member of the Management Board In the examined period, the Management Board of the Company changed as follows: on 16 April 2012, by the resolution no. 1, the Supervisory Board recalled Karol Dudij from the position of a Member of the Management Board, BDO Sp. z o.o. 4

9 on 16 November 2012, by the resolution no. 2, the Supervisory Board nominated Wojciech Kotarski for a Member of the Management Board, on 21 December 2012, by the resolution no. 1, the Supervisory Board nominated Adrian Smeja for a Member of the Management Board. These changes were reported and registered in the appropriate registration court. From the balance sheet date to the date of issuing the opinion and the report concerning the examination of the financial statements, the composition of the Management Board changed as follows: on 2 April 2013, by the resolution no. 1, the Supervisory Board nominated Jakub Fota for a Member of the Management Board. This change was reported in the appropriate registration court; it has not been registered by the day of issuing the opinion. 2. Composition of the Capital Group as at the balance sheet date and changes in the current period 2.1. Parent Company FOTA S.A. Period covered with the financial statements - 01 January December 2012 Balance sheet total - 316,505 Financial result - (25,016) Decrease in equity - 25,056 Decrease in cash - 13,994 Revenue - 448,146 Entity authorized for examination - BDO Sp. z o.o., ul. Postępu 12, Warsaw Type of the opinion on the examination - no objections, with explanations 2.2. Subsidiaries As at 31 December 2012, the FOTA S.A. Capital Group was composed (directly and indirectly) of the following subsidiaries: Subsidiary Balance sheet date Entity authorized for examination Type of opinion Fota Česko s.r.o. 31 December 2012 n/a not examined AUTOMOTOŠPORT Centrum s.r.o. AUTOPRIMA SLOVAKIA s.r.o. EXPOM Sp. z o.o. Kwidzyn 31 December 2012 ADEZ s.r.o. no objections 31 December 2012 ADEZ s.r.o. no objections 31 December 2012 Firma Consultingowowith objections BDO Sp. z o.o. 5

10 Usługowa Biegłych Księgowych Doradztwo Sp. z o.o. ART-GUM Sp. z o.o. 31 December 2012 BDO Sp. z o.o. no objections Fota Ukraina 31 December 2012 AF Union Audit Group Ltd. no objections All consolidated entities adopted the same balance sheet date as the parent company. Furthermore, the following are the associates of FOTA S.A.: LB FOTA Lucyna Fota personal relationship, FOTA Ltd Sp. z o.o. personal relationship, Fota-Groblewski Sp. z o.o. personal relationship, Vessel Sp. z o.o. with the registered office in Warsaw an affiliate in which FOTA S.A. holds 39.2% of shares. 3. Identification of the examined financial statements The examination included the consolidated financial statements of the FOTA S.A. Capital Group drawn up for the business year from 01 January to 31 December 2012, comprising: the consolidated statement of financial position as at 31 December 2012, presenting the total of assets, equity, and liabilities as PLN 407,581,000; the consolidated statement of comprehensive income for the business year from 01 January to 31 December 2012, presenting the comprehensive income of PLN (20,239,000), including net loss of PLN (20,527,000) and other comprehensive income of PLN 288,000; the consolidated statement of changes in equity for the business year from 01 January to 31 December 2012 showing the decrease in equity by PLN 21,011,000; the consolidated statement of cash flows for the business year from 01 January to 31 December 2012, showing the decrease in net cash by PLN 13,705,000; additional information concerning the adopted accounting principles and additional notes to the consolidated financial statements. 4. Identification of the entity authorized to examine the statements and the chartered auditor examining the statements The consolidated financial statements of the FOTA S.A. Capital Group for 2012 were examined by BDO Sp. z o.o. with the registered office in Warsaw, ul. Postępu 12, the entity authorized to examine financial statements entered in the list of the National Chamber of Chartered Auditors with the no The Supervisory Board of the examined Company chose the chartered auditor based on the resolution no. 1 of 18 July BDO Sp. z o.o. 6

11 The examination was performed based upon the contract concerning the examination of 03 August 2012 by Agata Wojtkowiak, chartered auditor (reg. no ). The examination was performed from 2 April 2013, with breaks, up to the date of issuing the opinion. It was preceded with a review of the consolidated financial statements for the first half of 2012 and the initial examination. We hereby represent that BDO Sp. z o.o., its Management Board, and the chartered auditor with the team examining the described financial statements meet the conditions for issuing an impartial and independent opinion concerning the examined statements, pursuant to art. 56 (3) and (4) of the Act concerning chartered auditors and their selfgovernment, entities authorized to examine financial statements, and public supervision (Dziennik Ustaw of 2009, no. 77, item 649). During the examination, the Management Board provided the chartered auditor with required data as well as information and explanations essential to perform the examination and informed that there were no significant events after the balance sheet date until the date of the representation. The scope of the examination was not restricted; the chartered auditor was not restricted when selecting appropriate examination methods. 5. Information on the financial statements for the preceding year The grounds of the opening balance was formed by the consolidated financial statements drawn up for the period from 01 January to 31 December 2011 which were examined by DELOITTE AUDYT Sp. z o.o. and concerning which an opinion with no objections was issued. The consolidated financial statements of the Company for the period from 01 January to 31 December 2011 were approved with the resolution no. 4 of the General Meeting of 06 June The consolidated financial statements for 2011 were filed at the National Court Register on 05 July 2012 and were submitted for announcement in Monitor Polski B on 6 June BDO Sp. z o.o. 7

12 II. FINANCIAL ANALYSIS OF THE CAPITAL GROUP Below, selected values are presented from the statement of financial position and the statement of comprehensive income as well as basic financial ratios, compared to analogical values and ratios for the preceding years. 1. Basic values from the statement of financial position (values expressed in thousands PLN) ASSETS 31 Dec 2012 % of balance sheet total 31 Dec 2011 % of balance sheet total 31 Dec 2010 % of balance sheet total Non-current assets 83, , , Property, plant and equipment 47, , , Intangible assets 17, , , Deferred tax assets 17, , , Current assets 324, , , Inventories 228, , , Trade and other receivables Other non-financial assets Other financial assets Cash and cash equivalents Assets classified as held for sale 85, , , , , , , , , TOTAL ASSETS 407, , , BDO Sp. z o.o. 8

13 EQUITY AND LIABILITIES 31 Dec 2012 % of balance sheet total 31 Dec 2011 % of balance sheet total 31 Dec 2010 % of balance sheet total Equity 123, , , including noncontrolling shares Long-term liabilities Interest-bearing borrowings Other financial liabilities 2, , , , , , , , , , , Provisions Short-term liabilities Trade and other liabilities Current part of interest-bearing borrowings Other financial liabilities 277, , , , , , , , , , , , Income tax liability , , Other non-financial liabilities 11, , , Provisions Liabilities directly related to noncurrent assets classified as held for sale TOTAL EQUITY AND LIABILITIES , , , BDO Sp. z o.o. 9

14 2. Basic values from the statement of comprehensive income (values expressed in thousands PLN) Specification 01 Jan - 31 Dec 2012 % of revenue 01 Jan - 31 Dec 2011 % of revenue 01 Jan - 31 Dec 2010 % of revenue Revenue 705, , , Own costs of sales (572,461) (81.1) (565,482) (77.6) (569,189) (77.1) Gross profit/loss on sales Costs of sales and general management 133, , , (132,932) (18.8) (140,403) (19.3) (148,327) (20.4) Profit/loss on sales , Profit/loss on other operating income and costs Profit/loss on financial activities (13,686) (1.9) 1, (23,107) (3.2) (4,226) (0.6) (13,544) (1.9) (4,115) (0.6) Profit/loss before tax (17,580) (2.5) 10, (8,907) (1.2) Income tax 5, (2,736) (0.4) 2, Net financial result on continued activities Net financial result on discontinued activities Net financial result, including: attributable to shareholders of the parent company attributable to noncontrolling shares (12,030) (1.7) 7, (6,555) (0.9) (8,497) (1.2) (5,246) (0.7) (2,245) (0.3) (20,527) (2.9) 2, (8,800) (1.2) (20,034) (2.8) 2, (7,158) (1.0) (493) (0.1) (1,642) (0.2) Translation differences (350) (0.0) (2,314) (0.3) Comprehensive income for the business year, including: attributable to shareholders of the parent company attributable to noncontrolling shares (20,239) (2.9) 2, (11,114) (1.5) (19,797) (2.8) 1, (9,071) (1.2) (442) (0.1) (2,043) (0.3) BDO Sp. z o.o. 10

15 3. Basic financial ratios Liquidity ratios Liquidity ratio I total current assets short-term liabilities Liquidity ratio II current assets - inventories short-term liabilities Activity ratios Receivable payment rate (days) average total trade receivables* x 365 days revenue Inventory turnover rate average total inventories* x 365 days own costs of sales Profitability ratios Net return on sales net financial result revenue (2.9%) 0.3% (1.2%) Gross return on sales result on sales revenue 0.0% 3.1% 2.5% Return on assets net financial result total assets (5.0%) 0.5% (2.2%) BDO Sp. z o.o. 11

16 Return on equity net financial result equity (16.6%) 1.7% (6.1%) Debt ratios Liability repayment rate (days) average total trade liabilities* x 365 days own costs of sales Debt ratio liabilities and provisions for liabilities total equity and liabilities 69.6% 67.2% 63.9% Efficiency of shares Book value per share in PLN equity number of shares Net financial result per share in PLN financial result number of shares (2.2) 0.3 (0.9) *) average total of receivables, inventories, and liabilities is calculated as the arithmetic mean of the opening and closing balance items. BDO Sp. z o.o. 12

17 4. Comments In the examined period, the FOTA S.A. Capital Group suffered net loss of PLN 20,577,000. Net loss for the period from 01 January 2012 to 31 December 2012 was a result of the following factors: profit on sales of PLN 332,000, which decreased by PLN 22,311,000 as compared to the preceding period; loss on other operating activities of PLN 13,686,000. In 2011, the Company recorded profit on other operating activities of PLN 1,283,000; loss on financial activities of PLN 4,226,000, which decreased by PLN 9,318,000 as compared to loss from the preceding period; income tax of PLN 5,550,000; net loss on discontinued activities of PLN 8,497,000. The main source of income of the FOTA S.A. Capital Group in the examined year included activities related to the sales of spare parts and accessories for mechanical vehicles. In the examined period, the Group earned revenue of PLN 705,725,000. The total revenue decreased by 3.1% as compared to the preceding period. The FOTA S.A. Capital Group suffered loss on other operating activities mainly as a result of revaluation write-offs. The main reason of the loss on financial activities was the cost of interest on bank loans. In the examined period, the balance sheet total of the Group decreased by 7.6%. As at 31 December 2012, a significant part of assets was constituted by current assets, which were 79.6% of the balance sheet total. In the examined year, the largest share in the current activities of the Company was formed by inventories, which were 70.4% of current assets as at the balance sheet date. The analysis of the structure of equity and liabilities indicates that the operations of the Capital Group in the examined period were financed mainly with borrowed capital. Borrowed capital was 69.6% of the total equity and liabilities. The share of borrowed capital in the financing structure as compared to the preceding year increased by 2.5 percentage points. The main reason for this trend was a decrease in equity resulting from the loss suffered for the examined period. Profitability ratios In the examined business year, the Group recorded decreases in all profitability ratios. This resulted from net loss suffered in In the period from 01 January 2012 to 31 December 2012, gross return on sales decreased by 3.1 percentage points and was 0.0%; other profitability ratios were negative. Liquidity ratios In the examined business year, both liquidity ratios slightly decreased as compared to the preceding year. Liquidity ratio I was 1.2; liquidity ratio II was 0.3. Financial liquidity of the FOTA S.A. Capital Group depends on borrowed capital in the form of bank loans. As presented in note 6 to the consolidated financial statements, the repayment date of short-term liabilities on account of bank loans of PLN 121,914,000 is before 31 December BDO Sp. z o.o. 13

18 A possible inability to extend the terms of the existing bank loan agreements over the following periods may have adverse effects on the ability of the Group to continue as a going concern. Activity ratios In the examined period, the receivable rotation ratio increased. As at 31 December 2011, the receivable payment rate was 36 days; in the current period, it increased up to 38 days. The inventory rotation ratio increased as well. It went up by one day (from 153 days as at 31 December 2011 to 154 days as at 31 December 2012). Debt ratios Liability repayment ratio increased by 1 day in the period from 01 January 2012 to 31 December 2012 as compared to the preceding year and was 86 days. Debt ratio increased as compared to the preceding year from 67.2% in the business year ended on 31 December 2011 to 69.6% in the examined year. Efficiency of shares In the examined business year, book value per share decreased by PLN 2.30 and was PLN With the exception of the risk related to possible inability to extend the existing bank loan agreements with repayment date by the end of 2013 described by the Management Board in note 6, the results and the general financial situation of the FOTA S.A. Capital Group do not indicate any other risks to the ability of the Group to continue as a going concern in the year following the examined year. BDO Sp. z o.o. 14

19 III.DETAILED PART OF THE REPORT 1. Accounting policies Entities included in the consolidated statements of the FOTA S.A. Capital Group apply uniform accounting policies and measurement methods for separate assets and liabilities. 2. Principles of drawing up the consolidated financial statements The consolidated financial statements of the FOTA S.A. Capital Group were drawn up according to International Accounting Standards, International Financial Reporting Standards, related interpretations announced in the form of regulations of the European Commission and, within the scope which is not regulated in these standards, the requirements of the Accounting Act and executive provisions adopted based thereon. 3. Information on selected significant items of the statement of financial position and the statement of comprehensive income 3.1. Deferred tax assets PLN 17,900,000 percentage share in the balance sheet total 4.4% In the statement of financial position as at 31 December 2012, the FOTA S.A. Capital Group recognizes deferred tax assets of PLN 17,900,000, including assets created in the examined period, which reduce net loss for 2012 by PLN 6,123,000. According to IAS 12, the entity will use economic benefits from these assets being the reduction of tax payment only on condition that it earns a sufficient taxable income to which the reduction mentioned above may be applied. Since there are no sufficient taxable temporary differences, the entity justified the earning of the sufficient taxable income based on financial predictions. The extent of using economic benefits from deferred tax assets depends on how much the predictions will come true Goodwill PLN 4,688,000 percentage share in the balance sheet total 1.2% As at 31 December 2012 the Capital Group recognizes, in the consolidated financial statements, the goodwill resulting from the purchase of subsidiaries, ART-GUM Sp. z o.o. and AUTOMOTOŠPORT Centrum s.r.o., of the total value of PLN 4,688,000. According to IAS 36, the entity is obliged to perform annual impairment tests concerning goodwill. The Management Board of the parent company performed such tests based on financial predictions prepared for the aforementioned subsidiaries. As a result, impairment has not been determined; however, the recovery of the recoverable value specified for ART-GUM Sp. z o.o. and AUTOMOTOŠPORT Centrum s.r.o. depends on how much financial predictions concerning these companies will come true Current part of interest-bearing borrowings PLN 121,914,000 percentage share in the balance sheet total 29.9% BDO Sp. z o.o. 15

20 The current part of interest-bearing bank loans and loans is PLN 121,914,000; the repayment date of PLN 98,495,000, i.e. 80.8%, is before 31 December A possible inability to extend bank loan agreements over the following periods could have adverse effects on the Group s ability to continue as a going concern. 4. Additional information Additional information on the adopted accounting principles and other information were provided in a complete and correct manner, taking into account the requirements resulting from IASs and, within the scope which is not regulated in those standards, pursuant to the requirements of the Accounting Act. 5. Consolidated statement of changes in equity The data presented in the consolidated statement of changes in equity was correctly related to the statement of financial position and the accounting books; it provides a true and fair view of changes in the Company s equity. 6. Consolidated statement of cash flows The consolidated statement of cash flows was drawn up by the Company taking IAS 7 into account, using the indirect method; it presents correct relationships with the statements of financial position, statement of comprehensive income, and records in the accounting books as applicable. 7. Report on the operations of the Capital Group According to the requirements of art. 49 of the Accounting Act and the Regulation of the Minister of Finance of 19 February 2009 (Dziennik Ustaw of 2009, No. 33, item 259, as amended) concerning current and periodic information disclosed by issuers of securities and conditions for recognizing information required by legal regulations of non-member states are recognized as equivalent, the Management Board has drawn up the report on the operations of the Capital Group. The information contained in the report on the operations of the Capital Group are consistent with the information contained in the examined consolidated financial statements. 8. Representation of the management of the entity The management of the Parent Company has made a written representation concerning the complete recognition of data in the accounting books, the recognition of all contingent liabilities, and no significant events after the balance sheet date. Poznań, 30 April 2013 BDO Sp. z o.o. 16

21 BDO Sp. z o.o. ul. Postępu Warsaw Entity authorized to examine financial statements no Key chartered auditor performing the examination: Acting on behalf of BDO Sp. z o.o.: Agata Wojtkowiak Chartered Auditor reg. no dr André Helin President of the Management Board Chartered Auditor reg. no BDO Sp. z o.o. 17