CONTENTS I. ORGANIZATION OF THE IMPEL GROUP INCLUDING SPECIFICATION OF CONSOLIDATED. UNDERTAKINGS... Błąd! Nie zdefiniowano zakładki.

Transcription

1 The Management Board of IMPEL S.A. releases the Consolidated Quarterly Report for the first quarter of 2017

2 CONTENTS I. ORGANIZATION OF THE IMPEL GROUP INCLUDING SPECIFICATION OF CONSOLIDATED UNDERTAKINGS... Błąd! Nie zdefiniowano zakładki. II. CONDENSED QUARTERLY FINANCIAL STATEMENTS OF THE IMPEL GROUP CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE IMPEL GROUP STATEMENT OF COMPREHENSIVE INCOME OF THE IMPEL GROUP CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME OF THE IMPEL GROUP CONSOLIDATED STATEMENT OF CASH FLOWS OF THE IMPEL GROUP SELECTED EXPLANATORY NOTES III. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF IMPEL S.A STATEMENT OF FINANCIAL POSITION OF IMPEL S.A STATEMENT OF COMPREHENSIVE INCOME OF IMPEL S.A STATEMENT OF CHANGES IN EQUITY OF IMPEL S.A STATEMENT OF CASH FLOWS OF IMPEL S.A SELECTED EXPLANATORY NOTES IV. SUPPLEMENTARY INFORMATION V. OTHER INFORMATION SIGNATURES OF THE PERSONS REPRESENTING IMPEL S.A

3 I. ORGANIZATION OF THE IMPEL GROUP INCLUDING SPECIFICATION OF CONSOLIDATED UNDERTAKINGS The Impel Group (the Group ) is Poland s largest group of companies that specializes in the provision of high quality outsourcing services to enterprises and institutions. The Group has numerous companies dedicated to support business and auxiliary processes. The Parent undertaking Impel S.A. is the only sector company listed on WSE. The Group comprises companies dedicated to support various business and auxiliary processes for customers from almost all segments e.g. cleaning services, healthcare assistance, security and business support which guarantee optimization work organization processes, selection of technologies and HR management. The Group s customers include enterprises, financial institutions, healthcare and social care and public administration. The Group has the necessary experience and competence to offer solutions which give customers tangible benefits for the customers. Knowledge of modern technologies and up-to-date trends enables the Impel Group to considerably optimize the provided outsourcing services. This is the most comprehensive offer on the Polish market, so far. As at 31 March 2017 Impel Group consists of Impel S.A. i.e. the Parent Undertaking and: - 26 direct undertakings, - 44 undertakings. Consolidation with equity method also comprises 1 co- undertaking and 1 associated undertaking. No. As at 31 March 2017, the composition of the Group, in a breakdown by Business Units, was as follows: Type of Name of undertaking Business relation Shareholders Method of Registered office and legal form Profile with consolidation Impel S.A. Parent Undertaking Impel S.A. Wrocław supervision and management of the Impel Group Parent Undertaking 38,78 % Nutit a.s 22,60% Trade Bridge Czechy a.s. 1% Józef Biegaj 37,62% other shareholders Subsidiary undertakings Facility Management Segment 1. Impel Cleaning sp. z o.o. Wrocław cleaning services 2. Company sp. z o.o. Wrocław management services 3. HR for Business sp. z o.o. Wrocław outsourcing services direct direct 100% Impel S.A. 100% Impel S.A. 100% Impel Cleaning sp. z o.o. 4. Hospital Service Company sp. z o.o. S.K. Wrocław assistance services in healthcare 46,39% Impel Cleaning sp. z o.o. 1,53% Company sp. z o.o. 10,07% Impel S.A. 9,19% Impel Volleyball S.A. 26,26% Impel Security Polska sp. z o.o. 6,56% Impel Cash Solutions sp. z o.o. 5. Optima Care sp. z o.o. Wrocław outsourcing of medical services 99% Impel Cleaning sp. z o.o. 1% Company sp. z o.o Impel Food Hygiene Company sp. z o.o. S.K. 1 DC System Company sp. z o.o. S.K. Warsaw Warsaw specialized cleaning services for production plants in the food industry cleaning services (cleaning facilities, including office buildings and hotels) 25,28% Impel Cleaning sp. z o.o. 0,25% Company sp. z o.o. 74,47% Impel S.A. 99% Impel Cleaning sp. z o.o. 1% Company sp. z o.o. 3

4 8. 9. Impel Market Company sp. z o.o. S.K. Impel Catering Company sp. z o.o. S.K. 2 Wrocław Wrocław cleaning services preparation and delivery of food 10. Rest & More sp. z o.o. Wrocław outsourcing services 11. Consensus Company sp. z o.o. Dąbrowa Górnicza Consensus Company BIS sp. z o.o. Consensus Investment sp. z o.o. Wrocław Wrocław preparation and delivery of food outsourcing services outsourcing services 14. Brokers Union sp. z o.o. Wrocław insurance brokerage 15. Ubezpieczaj.pl sp. z o.o. Wrocław insurance brokerage 16. Impel Airport Partner sp. z o.o. Wrocław handling services 17. Impel Rental PRO sp. z o.o. S.K. Wrocław clothes and bed linen rental and service of and laundry of clothes (work wear) 18. PRO sp. z o.o. Wrocław management services 19. Praxima Krakpol sp. z o.o. Alwernia 20. Agrobud BHP S.A. Wrocław laundry services for the hospital and hotel industries production and sale of industrial safety products 21. Impel Griffin Group sp. z o.o. Kiev (Ukraine) cleaning services direct direct direct direct 99,91% Impel Cleaning sp. z o.o. 0,09% Company sp. z o.o. 84,8% Impel Cleaning sp. z o.o. 0,05% Company sp. z o.o. 15,15% Impel S.A. 100% Impel S.A. 67,2% Investment Partner sp. z o.o. 32,8 % third parties 100% Consensus Investment sp. z o. o. 100% Consensus Company sp. z o.o. 51% Impel S.A. 49% third parties 100% Brokers Union sp. z o.o. 100% Impel Cleaning sp. z o.o. 99,92% Impel S.A. 0,08% PRO sp. z o.o. 100% Impel S.A. 70% Impel Cleaning sp. z o.o. 30% third parties 100% Impel Cleaning sp. z o.o. 61% Impel Cleaning sp. z o.o. 39% third parties 22. Impel Serviks SIA Riga (Latvia) cleaning services direct 66,99% Impel S.A. 33,01% third parties 23. Impel Expert sp. z o.o. (Republic of Astana Kazakhstan) Outsourcing services direct 61% Impel S.A. 39% third parties 24. Impel Security Polska sp. z o.o. Wrocław manned security of property direct 100% Impel S.A. 25. Impel Provider Security Partner sp. z o.o. S.K. Wrocław manned security of people and property 99,7% Impel Security Polska sp. z o.o. 0,3% Security Partner sp. z o.o. 26. Security Partner sp. z o.o. Wrocław management services direct 100% Impel S.A 27. Impel Security Partner sp. z o.o. S.K. Wrocław manned security of people and property 99,01% Impel Security Polska sp. z o.o. 0,99% Security Partner sp. z o.o. 28. Gwarant Agencja Ochrony S.A. Opole manned and electronic security of people and property direct 73,1% Impel S.A. 26,9% third parties 29. Security Partner sp. z o.o. S.K. Wrocław 30. Impel Monitoring sp. z o.o. S.K. Wrocław manned security of people and property designing and installation of electronic security systems, monitoring of signals from alarm and visual systems 90,9% Impel Security Polska sp. z o.o. 9,1% Security Partner sp. z o.o. 0,02% Impel Monitoring sp. z o.o. 99,98% Impel Security Polska sp. z o.o. 4

5 31. Impel Monitoring sp. z o.o. Wrocław management services 100% Impel Security Polska sp. z o.o ISP Security Partner sp. z o.o. S.K. IPSP Security Partner sp. z o.o. S.K. TM Security Partner sp. z o.o. S.K. Wrocław Wrocław Wrocław manned security of people and property manned security of people and property temporary work direct direct 99% Impel S.A. 1% Security Partner sp. z o.o. 99% Impel S.A. 1% Security Partner sp. z o.o. 99% Impel Security Polska sp. z o.o. 1% Security Partner sp. z o.o. IS (Industrial Services) 35. Impel Tech Solutions Company sp. z o.o. S.K. Warsaw technical maintenance of property, installation of ventilation and air conditioning systems, technical and engineering services 99,9% Impel Cleaning sp. z o.o. 0,1% Company sp. z o.o. 36. Construct Solutions sp. z o.o. Wrocław outsourcing services 100% Impel Cleaning sp. z o.o. 37. ZUH Partner Nieruchomości sp. z o.o. Dąbrowa Górnicza property management 100% Impel Cleaning sp. z o.o. 38. Investment Partner sp. z o.o. Dąbrowa Górnicza real estate acquisition and sale 100% Impel Cleaning sp. z o.o. 39. Climbex S.A. 3 Opole Climbex Industrial Solutions GmbH Integrum Management sp. z o.o. Dinslaken (Germany) Warsaw specialized cleaning services for production plants specialized cleaning services for production plants property management 70% Impel S.A. 30% Impel Cleaning sp. z o.o. 100% Climbex S.A. 50,1% Impel Cleaning sp. z o.o. 49,9% third parties 42. Impel Synergies sp. z o.o. 4 Wrocław integrated FM direct 100% Impel S.A. 43. Insperit Data Management sp. z o.o 5 Wrocław IT services direct 60% Impel S.A. 40% third parties 44. Data Partner S.A. 6 Łódź outsourcing services 75% Climbex S.A. 25% third parties 45. Rebranding Poland Sp. z o.o. 7 Wrocław outsourcing services 100% Data Partner S.A. 46. SI-Consulting sp. z o.o. Wrocław 47. SI-eCommerce sp. z o.o. Wrocław Impel Business Solutions sp. z o.o. Spółdzielnia Wsparcia Biznesu IBS w likwidacji Digital Services & Business Process Outsourcing (Digital Services & BPO) Wrocław Wrocław telecommunication and IT services, consulting in the scope of configuration and implementation of integrated IT systems implementation and configuration of Hybris platform accounting services, consulting in the scope of business activity, HR and payroll services accounting services, consulting in the scope of business activity, HR and direct direct 51% Impel S.A. 49% third parties 90% SI-Consulting sp. z o.o. 10% third parties 100% Impel S.A. Impel Business Solutions sp. z o.o Audyt Partner 5

6 payroll services, financial audit, telecommunication and IT services sp. z o.o., SI-Consulting sp. z o.o. 50. Accounting Audyt Partner sp. z o.o. S.K. Wrocław 51. Impel Cash Services sp. z o.o. Warsaw 52. Impel Cash Solutions sp. z o.o. Warsaw financial audit, tax consulting cash processing services (handling and processing of cash) cash processing services (handling and processing of cash) 99,3% Impel Business Solutions sp. z o.o 0,7% Audyt Partner sp. z o.o. 100% Cash Handling Center sp. z o.o. 100% Cash Handling Center sp. z o.o. 53. Impel Digital sp. z o.o. Wrocław commercial services direct 100% Impel S.A. 54. Impel ATM Management sp. z o.o. S.K. 8 Wrocław cash processing services (handling and processing of cash) 99% Impel Cash Solutions sp. z o.o. 1% ATM Management sp. z o.o. 55. Cash Handling Center sp. z o.o. Wrocław cash processing services (handling and processing of cash) 56. ATM Management sp. z o.o. 9 Warsaw outsourcing services 57. BPO sp. z o.o. Wrocław management services direct direct 100% Impel S.A. 100% Impel S.A. 100% Company sp. z o.o Biuro Podróży Partner BPO sp. z o.o. S.K. Sanpro Job Service sp. z o.o. w likwidacji Sanpro - PTS BPO sp. z o.o. S.K. Dąbrowa Górnicza Wrocław Wrocław tour operator temporary work temporary work Sanpro Interim BPO sp. z o.o. S.K. 10 Wrocław temporary work Sanpro Consulting BPO sp. z o.o. S.K. Wrocław temporary work direct 99% Impel Cleaning sp. z o.o. 1% BPO sp. z o.o. 99,75% Impel S.A. 0,25% BPO sp. z o.o. 99,82% Sanpro Job Service sp. z o.o. 0,18% BPO sp. z o.o. 24,38% Impel Cleaning sp. z o.o. 0,01% BPO sp. z o.o. 75,61% Impel S.A. 99,99% Impel Cleaning sp. z o.o. 0,01% BPO sp. z o.o. 63. Sanpro Synergy sp. z o.o. Wrocław temporary work 100% Impel Cleaning sp. z o.o. Supporting companies 64. MarketCo sp. z o.o. Wrocław marketing services 65. Rent Management sp. z o.o. Wrocław management services House Rent Management sp. z o.o. S.K.A. Wrocław rental of real estate Asset Rent Management sp. z o.o. 11 Wrocław outsourcing services ARM Finanse Rent Management sp. z o.o. S.K. 12 Owner Rent Management sp. z o.o. S.K. Centrum Badawczo-Rozwojowe Partner sp. z o.o. Wrocław Wrocław Wrocław financial services outsourcing services R&D Jointly controlled and associated companies direct direct direct direct direct 100% Impel S.A. 100% Impel S.A. 100% Impel S.A. 0,1 % ARM Finanse Rent Management sp. z o.o. S.K. 99,9 %Impel S.A. 99,99% Impel S.A. 0,01% Rent Management sp. z o.o. 100% Impel S.A. 100% Investment Partner sp. z o.o. 6

7 71. Impel - Perfekta sp. z o.o. Chojnów 72. Elkom sp. z o.o. Brzezie laundry services for the hospital and hotel industries cleaning services, property management co- undertaking associated undertaking 50% Impel Cleaning sp. z o.o. 50% Perfekta Beteiligungsgesellschaft mbh 31,58% Impel Cleaning sp. z o.o. 68,42% third parties Equity method Equity method 1) On partners of Impel Food Hygiene Company sp. z o.o. S.K. adopted a resolution concerning the joining a new Partner i.e. Impel S.A. as a limited partner. 2) On partners of Impel Catering Company sp. z o.o. S.K. adopted a resolution concerning the joining a new Partner i.e. Impel S.A. as a limited partner 3) On Impel Cleaning sp. z o.o. acquired 100% shares of Climbex S.A, totalling PLN 3,000,000, under share sale agreement concluded with third parties on 22 December In addition, on 22 December 2016 Climbex S.A., extraordinary GM was held where a resolution was adopted to increase share capital to PLN 7,000,000. The newly-issued shares were acquired by Impel S.A (70% of the share capital ). The current structure: 30% shares is held by Impel Cleaning sp. z o.o. 70% is held by Impel S.A. The changes were registered with the National Court Register on ) On the company changed its name from OPM sp. z o.o. 5) On 14 July 2016 Impel S.A. purchased 100 shares with a total par value of PLN 5,000 in Rallus sp. z o.o. of Wrocław, which represents 100% of that company s share capital. On that day the company s share capital was raised from PLN 5,000 to PLN 10,000. The shares in the increased capital were acquired by Impel S.A. and a noncontrolling shareholder. As a result of the increase in the share capital Impel S.A. holds 60% shares in Rallus sp. z o.o. Also on 14 July 2016 the company name was changed from Rallus sp. z o.o. to Insperit Data Management sp. z o.o. The changes were registered on 22 February ) On Climbex S.A. acquired shares in Data Partner S.A., under an agreement concluded on In accordance with an investment agreement dated Climbex S.A. raised the capital and following the registration with the Court, it will hold 75% of all shares of the company. As of the date of this report, the changes have not yet been registered with the National Court Register (KRS.) 7) The company controlled in 100% by Data Partner S.A.; in joined the Group as a result of purchasing by Climbex S.A. shares in Data Partner S.A. 8) On Impel Cash Services Security Partner sp. z o.o. S.K. changed its limited partner to ATM Management sp. z o.o. 9) The company formed on and entered in KRS on ) On Partners of Sanpro Interim BPO sp. z o.o. S.K. under their resolution to accept a new Partner i.e. Impel S.A. as a limited partner. 11) On the Extraordinary GM of Asset Rent Management sp. z o.o. decided to increase the share capital from PLN 5,000 to PLN 3,705,000, The shares in the increased capital were acquired by Impel S.A. 12) ARM Finanse sp. z o.o. changed its legal form into a limited partnership. The changes were registered with the National Court Register (KRS) on 17 February

8 II. CONDENSED QUARTERLY FINANCIAL STATEMENTS OF THE IMPEL GROUP 1. CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE IMPEL GROUP ASSETS Note I. Non-current assets (items 1-9) 343, , Goodwill II ,009 45, Other intangible assets II ,114 33,303 Property, plant and equipment 3. II , ,636 Investment property 4. 7,956 8, Non-current receivables II.5.4 7,535 7, Investments in associated undertakings consolidated with equity 6,608 6,519 method Other financial assets 7 II , Prepayments and accrued income II.5.6 1,031 1, Deferred tax assets v ,345 34,356 II. Current assets (items 1-7) 683, , Inventories 21,206 22, Trade and other receivables II , , Receivables from state and local budgets, including: 46,793 43,788 - Current tax receivables 2,966 3, Other financial assets II ,695 34,038 Cash and cash equivalents 61,165 66, Prepayments and accrued income II ,498 32, Assets classified as held for sale Total assets I+II 1,027, ,292 8

9 EQUITY AND LIABILITIES Note I. Total equity and liabilities (1+2) 323, , Equity of the Parent Undertaking (items 1a-1g) 307, ,680 1a. Share capital 64,326 64,326 1b. Supplementary funds 129, ,178 1.c Capital reserves 80,570 80,570 1d. Other capital (207) (207) 1e. Differences due to recalculation of foreign undertakings (1,466) (1,363) 1f. Retained profit/(loss carry-forward) 32,176 12,160 1g. Current year net profit/(loss) 2,491 20, Non-controlling interests 16,181 15,905 II. Non-current liabilities (items 1-7) 70,663 71, Deferred tax liability v ,771 3, Employee benefits v ,555 1, Non-current bank loans and borrowings II ,960 10, Non-current financed lease liabilities 39,597 42, Deferred income 1,701 1, Non-current provisions v Other non-current liabilities II ,931 10,916 III. Current liabilities (items 1-7) 633, , Current bank loans and borrowings II , , Trade and other payables II , , Public charges, including: 74,846 61,852 - Current tax liabilities 5,844 6, Employee benefits v ,224 52, Current financed lease liabilities 19,835 20, Deferred income 2,480 1, Current provisions v ,537 3,400 Total equity and liabilities I+II+III 1,027, ,292 9

10 2. STATEMENT OF COMPREHENSIVE INCOME OF THE IMPEL GROUP Note I. Revenue on sales and subsidies (items 1-2): 555, , Sales revenue: 545, , Other revenue subsidies 9,809 9,540 II. Operating expenses (items 1-7): (546,968) (477,512) 1. Depreciation and amortization (13,065) (13,052) 2. Raw materials and energy used (39,668) (38,850) 3. Contracted services (266,911) (217,142) 4. Salaries and wages, social security and other employee benefits (202,745) (182,618) 5. Other cost by type (9,158) (9,595) 6. Selling costs materials and goods for resale (15,545) (16,368) 7. Change in products A. Profit on sales (I+II) 8,781 3, Other operating income 3,782 5, Other operating expenses (3,526) (2,991) B. Operating profit (A+1+2) 9,037 6, Financial income Cost on interest (2,996) (2,360) 3. Other financial expenses (2,050) (1,468) C. Pre-tax profit (B+1+2+3) 4,673 3,247 I. Corporate income tax (748) (583) D. Share in profit/loss of an undertaking valued with the equity method E. Net profit (C+I+D) 4,014 2,686 Other comprehensive income Items that may be moved to the result in next reporting periods Differences due to recalculation of foreign undertakings (171) (335) CIT Items that will not be moved to the result in next reporting periods - - Actuarial profit/loss - - CIT - - Total comprehensive income: 3,843 2,351 Net profit/loss 4,014 2,686 - attributable to shareholders of Parent Undertaking 2,491 2,456 - attributable to non-controlling interests 1, Total comprehensive income 3,843 2,351 - attributable to shareholders of Parent Undertaking 2,388 2,233 - attributable to non-controlling interests 1, Net profit attributable to shareholders of Parent Undertaking 2,491 2,456 Earnings/(loss) per share Diluted profit (loss) per share

11 CAPITAL ATTRIBUTABLE TO PARENT UNDERTAKING 3. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME OF THE IMPEL GROUP CAPITAL ATTRIBUTABLE TO PARENT UNDERTAKING Share capital Treasury shares As at Reserve funds Capital reserves Other capital (actuarial profit/loss) Capital due to currency translation differences in consolidation Retained profit/loss* Net result TOTAL Non-controlling interests 64, ,178 80,570 (207) (1,363) 32, ,680 15, ,585 Comprehensive income (103) - 2,491 2,388 1,455 3,843 - net profit ,491 2,491 1,523 4,014 - differences due to recalculation of foreign (103) - - (103) (68) (171) undertakings Transactions with owners: - - 2, ,221 (1,179) 1,042 - dividend (1,191) (1,191) - change in valuation of options for purchase - - 2, ,974-2,974 of shares - recognition of capitals attributable to noncontrolling - - (753) (753) 12 (741) assets due to the acquisition and disposal of undertakings As at 64, ,399 80,570 (207) (1,466) 32,176 2, ,289 16, ,470 *Na *As at 1 January 2017, retained earnings of PLN 32,176,000 comprised the net result for 2016 of PLN 20,016,000 and retained earnings as at 31 December 2016 of PLN 12,160,000. TOTAL 11

12 Share capital Treasury shares Reserve funds Capital reserves Other capital (actuarial profit/loss es) Differences due to recalculation of foreign undertakings Retained profit/loss from previous years* Net result TOTAL Noncontrolling interests As at , ,249 72, (1,615) 42, ,153 18, ,689 Comprehensive income (223) - 2,456 2, ,351 - net profit ,456 2, ,686 - differences due to recalculation of (335) (223) - - (223) (112) foreign undertakings Transactions with owners: - - (2,380) (2,330) (776) (3,106) - dividend (1,269) (1,269) - covering losses from previous (50) years - change in valuation of options for (1,848) - - (1,848) (1,848) - purchase of shares - change in capitals attributable to 11 non-controlling interest connected with acquisition and sale of companies - - (482) (482) 493 As at , ,869 72, (1,838) 42,941 2, ,056 17, ,934 TOTAL *Na *As at 1 January 2016, retained earnings of PLN 42,891,000 comprised the net result for 2016 of PLN 22,897,000 and retained earnings as at 31 December 2016 of PLN 19,994,

13 4. CONSOLIDATED STATEMENT OF CASH FLOWS OF THE IMPEL GROUP A. Cash flows from operating activities I. Net profit 2,491 2,456 II. Total adjustments 33,930 11, (Profit)/loss attributable to minority interests 1, Depreciation and amortization 13,065 13, Interest and distributions from profit (dividends) 2,334 1, (Profit)/loss on investing activities (439) (3,800) 5. Change in working capital 16, a. Change in current tax liabilities (1,035) (674) 6. Other adjustments 1,223 (80) III. Net cash provided by/(used in) operating activities (I+II) 36,421 14,119 B. Cash flows from investing activities I. Cash provided by investing activities 956 1, Sale of intangible assets and property, plant and equipment and investments in property repayment of loans advanced interest received other cash provided by investment activities 92 - II. Cash used in investing activities (10,139) (9,366) Acquisition of intangible assets and property, plant and equipment 1. investment activities (7,511) (4,611) 2. acquisition of shares (2,324) - 3. loans advanced (304) (4,485) 4. Dividends and other distributions from profit to minority interests - (270) III. Net cash provided by/(used in) investing activities (I+II) (9,183) (7,622) C. Cash flows from financing activities I. Cash provided by financial activities 12,447 15, Increase in loans and borrowings 12,447 15,232 II. Cash used in financial activities (43,425) (35,613) 1. Dividends and other distributions to shareholders Repayment of loans and borrowings (35,156) (28,156) 3. Decrease in financed lease liabilities (5,245) (5,151) 4. Interest paid (3,024) (2,306) III. Net cash provided by/(used in) financing activities (I+II) (30,978) (20,381) D. Total net cash flow (A.III+B.III+C.III) (3,740) (13,884) E. Balance-sheet change in cash, including: (4,907) (13,884) - Change in cash due to FX differences (1,167) - F. Cash at beginning of period 66,072 69,394 G. Cash at end of period (F+D)* 61,165 55,510 *the difference between balance-sheet cash and the cash at end of period PLN (-) 167,000 results from FX arising from valuation of cash denominated in EURO at 31 March

14 5. SELECTED EXPLANATORY NOTES NOTE 1 GOODWILL Gross goodwill at the beginning of the period: 58,461 58,126 Increase on acquisition of related undertakings Gross goodwill at the end of the period: 58,500 58,461 Accumulated impairment of value at the beginning of the period: (12,491) (10,991) Impairment of value recognized during year - (1,500) Accumulated impairment of value at the end of the period: (12,491) (12,491) Net goodwill 46,009 45,970 *In the current period goodwill of PLN 335,000 was recognized as a result purchase of the organized part of Data Partner S.A. Within the reporting period the Group assessed possible risk of impairment of value. In several centres generating cash, the Group estimated the recoverable value. The estimated showed no need to create valuation allowance for goodwill. NOTE 2 OTHER INTANGIBLE ASSETS a) acquired permits, licences, patents and similar assets 28,265 29,279 b) other intangible assets 6,282 2,827 c) intangible assets under construction 1,567 1,197 Total other intangible assets 36,114 33,303 As at 31 March 2017, Group s companies did not enter into agreements obliging them to purchase intangible and legal assets. 14

15 Change in 3-month period ended 31 March 2017 CHANGES IN OTHER INTANGIBLE ASSETS (BY TYPE) acquired permits, patents, licences and similar assets other intangible assets intangible assets under construction Total intangible assets a) gross intangible assets at beginning of period 65,857 16,719 1,197 83,773 b) increase 229 4, ,880 - acquisition and settlement of intangible assets under construction connected with acquisition of companies 8 4,100-4,108 c) decrease (33) (89) (169) (291) - disposal (6) - - (6) - liquidation (13) (41) - (54) - F/x differences (14) (48) - (62) - settlement of intangible assets under construction - - (169) (169) d) gross intangible assets at end of period 66,053 20,742 1,567 88,362 e) accumulated depreciation at beginning of period 36,578 13,383-49,961 f) depreciation for period 1, ,778 - increase 1, ,894 - current period depreciation 1, ,894 - decrease (28) (88) - (116) - sale (5) - - (5) - liquidation (9) (40) - (49) - F/X differences (14) (48) - (62) g) accumulated depreciation at end of period 37,788 13,951-51,739 h) impairment charges at beginning of period - (509) - (509) i) impairment charges at end of period - (509) - (509) j) net other intangible assets at end of period 28,265 6,282 1,567 36,114 15

16 Change in 3-month period ended 31 March 2016 CHANGES IN OTHER INTANGIBLE ASSETS (BY TYPE) acquired permits, patents, licences and similar assets other intangible assets intangible assets under construction Total intangible assets a) gross intangible assets at beginning of period 64,565 15, ,760 b) increase acquisition and settlement of intangible assets under construction c) decrease (8) (387) (103) (498) - liquidation (8) (387) - (395) - settlement of intangible assets under construction - - (103) (103) d) gross intangible assets at end of period 64,660 15,237 1,017 80,914 e) accumulated depreciation at beginning of period 31,510 12,396-43,906 f) depreciation for period 1,384 (71) - 1,313 - increase 1, ,708 - current period depreciation 1, ,708 - decrease (8) (387) - (395) - liquidation (8) (387) - (395) g) accumulated depreciation at end of period 32,894 12,325-45,219 h) impairment charges at beginning of period - (509) - (509) i) impairment charges at end of period - (509) - (509) j) net other intangible assets at end of period 31,766 2,403 1,017 35,186 NOTE 3 PROPERTY, PLANT AND EQUIPMENT a) tangible assets, including: 178, ,623 - land 4,201 4,201 - buildings and structures 40,884 41,559 - plant and equipment 82,381 83,666 - vehicles 33,974 35,969 - other tangible assets, including: equipment for the provision of services 17,391 17,228 b) tangible assets under construction 3,832 3,013 Property, plant and equipment 182, ,636 As at 31 March 2017 the Group s companies entered into agreements obliging them to purchase fixed assets for the total of PLN 156,000. In addition, the Impel Group companies entered into agreements obliging them to purchase vehicles based on operating-lease agreements for the total of PLN 447,000. The vehicles will be made available in Q The group also plans to purchase hardware and software for the total PLN 137,

17 Change within the3-month period ended 31 March 2017 CHANGES IN TANGIBLE ASSETS (BY TYPE) a) gross tangible assets at beginning of period Land buildings and structures plant and equipment vehicles other tangible assets tangible assets under constructi on total tangible assets 4,201 60, ,406 73,829 53,870 3, ,789 b) increase , ,859 5,380 13,215 - acquisition and settlement of tangible assets under construction , ,859 5,380 12,833 - connected with acquisition of company c) decrease - (567) (1,174) (1,534) (2,626) (4,561) (10,462) - disposal - (3) (142) (1,355) (1,155) - (2,655) - liquidation - (564) (779) (151) (1,418) (26) (2,938) - FX differences - - (253) (28) (53) - (334) - settlement of tangible assets under construction (4,535) (4,535) d) gross tangible assets at end of period 4,201 59, ,801 72,642 54,103 3, ,542 e) accumulated depreciation at beginning of period - 17, ,549 37,859 36, ,418 f) depreciation for period: , ,744 - increase ,918 2,206 2,257-11,113 - current period depreciation ,918 2,206 2,257-11,113 - decrease - (544) (1,238) (1,397) (2,187) - (5,369) - disposal - (3) (209) (1,247) (743) - (2,202) - liquidation - (544) (848) (129) (1,394) - (2,915) - FX differences - - (181) (21) (50) - (252) g) accumulated depreciation at end of , ,229 38,668 36,711 period 231,162 h) impairment charges at beginning of - - (1,542) (191) - (1) period (1,734) - release i) impairment charges at end of period - (1,525) (191) - (1) - (1,717) j) net tangible assets at end of period 4,201 40,884 82,381 33,974 17,391 3, ,663 Change within the3-month period ended 31 March 2016 CHANGES IN TANGIBLE ASSETS (BY TYPE) (transformed) a) gross tangible assets at beginning of period Land buildings 17 and structures plant and equipment vehicles other tangible assets tangible assets under constructi on total tangible assets 4,201 60, ,952 69,055 46,985 1, ,360 b) increase , ,874 11,308 21,311 - acquisition and settlement of tangible assets under construction , ,874 11,308 21,311 c) decrease - (150) (9,070) (1,549) (851) (8,411) (20,031) - sale - (86) (8,914) (1,464) (824) - (11,288) - liquidation - (64) (156) (85) (27) - (332) - settlement of tangible assets under construction (8,411) (8,411)

18 d) gross tangible assets at end of period 4,201 60, ,496 67,929 48,008 4, ,640 e) accumulated depreciation at beginning of period - 16, ,787 35,925 30, ,746 f) depreciation for period: (2,602) 571 1, increase ,331 2,019 2,132-11,305 - current period depreciation ,331 2,019 2,132-11,305 - decrease - (11) (8,933) (1,448) (704) - (11,096) - sale - (7) (8,798) (1,364) (697) - (10,866) - liquidation - (4) (135) (84) (7) - (230) g) accumulated depreciation at end of , ,185 36,496 31,938 period 207,955 h) impairment charges at beginning of - - (1,525) (191) - (1) period (1,717) - increase use i) impairment charges at end of period - (1,525) (191) - (1) - (1,717) j) net tangible assets at end of period 4,201 41,611 83,120 31,433 16,069 4, ,968 NOTE Non-current trade and other receivables financed lease receivables 2,173 2,288 receivables under bid securities, sureties and guarantees 1,593 1,612 receivables from investments 2,851 2,893 other receivables Total non-current trade and other receivables 7,535 7,595 NOTE 5 OTHER NON-CURRENT FINANCIAL ASSETS Other financial assets valued at fair value by financial result Financial assets available for sale Loans and borrowings 15,561 - Total other financial assets 15, NOTE 6 NON-CURRENT PREPAYMENTS AND ACCRUED INCOME Cost of contracted services for future periods 1,031 1,055 Other - 1 Total non-current prepayments and accrued income 1,031 1,056 NOTE 7 TRADE AND OTHER RECEIVABLES trade receivables 468, ,029 financed lease receivables 1,571 1,646 bid securities Deposits 3,803 4,012 prepayments transferred 4,726 2,867 other settlements with employees 1, receivables from refinancing contractors liabilities 1,747 2,197 receivables from investments 1,995 2,299 other receivables 2,563 2,684 Total trade and other receivables 486, ,503 18

19 NOTE 8 OTHER CURRENT FINANCIAL ASSETS Other financial assets valued at fair value by financial result 3 81 Investments held until maturity Loans and borrowings 17,513 33,757 Total other financial assets 17,695 34,038 An increase in non-current loans results from reclassification of current loans due to annexed prolongation of repayment dates. The balance of loans granted by the Group contains current loans advanced to Logistics sp. z o.o. totalling PLN 8,618,000 secured with registered pledge set by the Court on the receivables from the State Treasury i.e. on the disputed VAT. Potential risk of non-payment of the loans relating to risk of an adverse resolution of the proceedings before the National Administrative Court regarding the recovery of VAT by Impel Logistics (according to the company, the validity of the questioned right is supported by a number of judgments of the Court of Justice of the European Union). In 2010 a tax inspection was initiated with regard to Logistics sp. z o.o. concerning the grounds for the refunding of input VAT on account of intra-community supplies carried out in 2010, for the period from October to November The authority of original jurisdiction passed a decision refusing the refund of the surplus tax, and the decision was upheld by the appellate authority on 30 September The Company filed a complaint about the appellate authority decision to the Provincial Administrative Court in Wrocław. On 25 February 2016, the Provincial Administrative Court in Wrocław passed a verdict (I SA/Wr 2429/14) in which it upheld the decision of the appellate authority. The verdict is not final and binding. The Company has received the written reasons for the Provincial Administrative Court judgment and will file an extraordinary appeal to the Supreme Administrative Court on or before 13 May In the opinion of the Management Board, the declaration of intra-community supplies of goods and the application of the zero VAT rate is reasonable and properly documented. The Company has a complete set of documents required under Article 42.3 of the Value Added Tax Act, which confirm the export of the goods from Poland and the documents required under Paragraph 11 of the same article. At the same time, the Company had the right to claim the recovery of VAT on the relevant purchases; in particular on account of all due-diligence procedures having been observed in the transaction in question. In the opinion of the Company, the correctness of its position is confirmed by a number of judgments of the Court of Justice of the European Union, e.g. C-642/11, C-643/11, C- 285/11, C-33/13, C-563/11. As at the balance-sheet date the refund of VAT under proceedings amounts to PLN 9,778,000. The Company cannot predict when the above-mentioned proceedings will finish. In addition Logistics sp. z o.o. is burdened with the risk of another additional liability concerning the refund of deducted VAT in the amount of PLN 5,480,000, in the case an enforceable decision is issued in connection with another VAT-related inspection in the Company for the period July- September In June 2016 the fiscal authorities started a tax inspection with a similar scope, but concerning other periods of 2010 (July-September 2010), for which the company received a refund of VAT. The factual circumstances regarding the periods subject to on-going inspection are similar to the facts already questioned by the fiscal authorities during the earlier proceedings, referred to hereinabove. The fiscal authority of the first instance in its decision of 23 December 2016 delivered to the Company on 11 January 2016), questioned the previous refund of VAT for the above-mentioned periods. Logistics sp. z o.o. informed Impel S.A., that it appealed against the decision to the authority of the second instance (Wrocław Revenue Office). On 26 July 2016 the authority delivered to the company its decision which upheld the decision of the first instance. Logistics sp. z o.o. informed Impel S.A., that it filed a complaint to the Provincial Administrative Court with regard to the decision of the authority of the second instance, together with a motion to stop execution of the decision During 19

20 the court trial on 16 March 2017 the Provincial Court suspended the court and administrative proceedings in the matter in question due to the doubt concerning possible statute of limitations of the tax liability until the Constitutional Tribunal takes a stance on the doubts (ref. No. K 31/14). The National Court Register notified the Company about initiation of bankruptcy procedure against Logistics sp. z o.o. which is pending according the company s knowledge. NOTE 9 CURRENT PREPAYMENTS AND ACCRUED INCOME insurance policies 2,621 4,810 - cost of contracted services (future periods) 1,592 3,594 - Renovations Non-invoiced income on non-current agreements 44,091 23,658 - other 1, Total current prepayments and accrued income 49,498 32,393 NOTE 10 NON-CURRENT LOANS AND BORROWINGS Loans 1,652 1,457 Borrowings 8,308 9,351 Total non- current loans and borrowings 9,960 10,808 NOTE 11 OTHER NON-CURRENT LIABILITIES liabilities relating to acquisition of non-controlling interest (including valuation of options)* 10,907 8,958 liabilities relating to UE subsidies retained security deposits 1,025 1,105 other liabilities Total, current trade and other payables 12,931 10,916 *Liability relating to purchase non-controlling interest shares from Gwarant Agencja Ochrony S.A., Brokers Union sp. z o.o., Integrum Management sp. z o.o. and Si-Consulting sp. z o.o. and Data Partner. NOTE 12 CURRENT LOANS AND BORROWINGS Loans 747 1,261 Borrowings 264, ,116 Total current loans and borrowings 265, ,377 A decrease in non-current bank loans and borrowings, the value of which as at 31 March 2017 was lower by PLN 22,096,000 was related mainly to repayments of loans and not taking new long-term commitments. NOTE 13 CURRENT TRADE AND OTHER PAYABLES trade payables 181, ,291 liabilities relating to purchase of tangible and intangible assets 3,467 3,428 liabilities under security deposits, security or guarantees 7 38 liabilities under insurance agreements 540 1,253 factoring liabilities security deposits received from customers other settlements with employees

21 liabilities relating to UE subsidies security deposits dividend liabilities 2,677 1,486 Liabilities under buyout of non-controlling interest (valuation of options) Climbex SA - 3,517 other liabilities 3, Current trade and other payables 194, ,370 NOTE 14 OTHER OPERATING INCOME Revenue on sale of non-finance non-current assets 514 3,812 Reversal of valuation allowances for assets Release of provisions for disputed claims Received penalties and damages Interest received from contractors 1, Reimbursement of court fees and costs of proceedings Remuneration of a payer from PIT4 contribution Currency translation differences 61 - Other Total other operating income 3,782 5,818 NOTE 15 OTHER OPERATING EXPENSES Loss on sale of non-finance non-current assets Valuation allowances for assets 628 1,102 Creation of provisions for disputed claims Penalties, fines, damages Fees to the Public Procurement Office Donations Net value of liquidated tangible assets and intangible assets Court fees and costs of proceedings Costs related to damages Currency translation (FX) differences Trade receivables written-off Other Total other operating expenses 3,526 2,991 NOTE 16 FINANCIAL INCOME Interest Guarantee and surety fees Revaluation of investments - 91 FX differences (9) - Other 10-21

22 Total financial expenses NOTE 17 OTHER FINANCIAL EXPENSES Loan fees Guarantee and surety fees Discount for options Other 1, Total financial expenses 2,050 1,468 *concerns mainly F/X differences. NOTE 18 INCOME TAX Current tax on income in the financial year (5,827) (3,519) Total current income tax (5,827) (3,519) Timing differences and their reversal 5,079 2,936 Total deferred income tax 5,079 2,936 Total income tax (748) (583) FINANCIAL RESULT BURDEN - Pre-tax profit 4,673 Tax calculated according to Parent Undertaking rate 888 Effect of using other tax rates applied abroad, and 15% rate for part of the companies (79) Non-taxable income (229) Non- tax deductible costs (692) Negative timing differences from which no deferred tax assets were recognized - Use of previously unrecognized tax losses - Tax losses from which no deferred tax assets were recognized 92 Off-balance-sheet tax income - Off-balance-sheet tax expense - asset for deferred tax* (not recognized previously) 768 Release of deferred tax asset recognized in previous years - Total financial result burden 748 *the amount results mainly from recognition of the asset the temporary between difference in tax value shares in Sanpro Job Services Sp. z o.o. and Sanpro PTS BPO Sp. z o.o. S.K., and the values of net assets of the companies. Recognition of the as assets results from the decision adopted by the Management Board of Impel S.A. to dispose of the companies. Planned sale will take place in Q Other explanations to the condensed consolidated statement of financial position An increase in the item assets classified as held for sale results from the decision to sell Sanpro Job Services Sp. z o.o. and Sanpro PTS BPO Sp. z o.o. S.K. Their main assets include current receivables. Planned sale will take place Q In 2017 these companies did not already run significant operating activity. As at 31 March 2017, compared to the Annual Report for 2016, there were no significant changes in the values and types of financial instruments. The fair value of cash, current deposits, trade 22

23 receivables, trade payables, bank overdrafts and other current liabilities did not differ from the balance-sheet amounts largely due to the short maturity date. Below are presented financial instruments divided into different classes and categories of assets and liabilities, income and expenses: Financial assets classified as held for sale Financial assets valued at fair value by financial result Loans and financial receivables Financial liabilities valued due to amortized cost Listed shares Unlisted shares Trade receivables (net) ,294 - Cash and deposits ,165 - Loans granted ,074 - Financed lease receivables - - 3,744 - Trade liabilities ,264 Loans ,241 Financed lease liabilities ,432 TOTAL , ,937 Financial assets available for sales Loans and financial receivables and internal settlements Financial liabilities valued due to amortized cost TOTAL Income from dividends Income/ expenses from interests disclosed in : - 1,578 (2,996) (1,418) Other operating income (interests from trade receivables) - 1,222-1,222 Financial income Financial expenses - - (2,996) (2,996) Profit/(loss) due to currency translation differences: (9) (9) disclosed in: - - Financial income - (9) - (9) Creation of valuation allowances disclosed in: - (628) - (628) Other operating expenses (628) (628) - - Release of valuation allowances disclosed in: Other operating income Net profit / (loss) - 1,398 (2,996) (1,598) Investments in shares of the companies listed on the stock market (classified as financial assets valued at fair value by financial result) are categorized at Level 1 of the fair value hierarchy. All other financial instruments (presented in the notes above) are classified at Level 2 of the fair value hierarchy by the Group. The method and technique of valuation of instruments measured at fair value did not change compared to the method and technique of valuation as at 31 December Both in the reporting period and in the comparable period there were no transfers between different levels of the fair value hierarchy of financial instruments, as well as there was no change in the classification of instruments due to the change of purpose or use of financial instruments. 23

24 III. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF IMPEL S.A. 1. STATEMENT OF FINANCIAL POSITION OF IMPEL S.A. ASSETS Note I. Non-current assets (items 1-8) 209, , Other intangible assets 2,635 2, Property, plant and equipment Investment property 3. 2,894 2,921 Non-current receivables 4. 5,797 6, Shares in subsidiaries 174, , Other financial assets - - Prepayments and accrued income Deferred tax assets 22,587 23,478 II. Current assets (items 1-6) 95, , Inventories Trade and other receivables 58,296 57, Receivables from state and local budgets, including: Current tax receivables Other financial assets 8,812 15,708 Cash and cash equivalents 25,534 27, Prepayments and accrued income ,789 - Total assets I+II 304, ,992 EQUITY AND LIABILITIES Note I. Total equity and liabilities 219, , Equity of the Parent Undertaking (items 1a-1f) 219, ,820 1a. Share capital 64,326 64,326 1b. Supplementary funds 62,744 62,744 1.c Capital reserves 71,799 71,799 1d. Other capital (37) (37) 1e. Retained profit/(loss carry-forward) 13,988 (4,733) 1f. Current year net profit/(loss) 6,284 18,721 II. Non-current liabilities (items 1-6) 7,054 7, Deferred tax liability V Employee benefits V Non-current bank loans and borrowings III Non-current financed lease liabilities Deferred income Other non-current liabilities III.5.7 6,347 6,612 III. Current liabilities (items 1-7) 78,818 81, Current bank loans and borrowings III ,372 62, Trade and other payables III.5.7 7,139 10, Public charges 7,796 5, Employee benefits V ,153 2, Current financed lease liabilities Deferred income Current provisions V Total equity and liabilities I+II+III 304, ,992 24

25 2. STATEMENT OF COMPREHENSIVE INCOME OF IMPEL S.A. Note I. Revenue on sales and subsidies (items 1-2): 17,640 8, Sales revenue: 17,284 8, Other revenue subsidies II. Operating expenses (items 1-7): (10,525) (10,117) 1. Depreciation and amortization (124) (320) 2. Raw materials and energy used (170) (199) 3. Contracted services (5,395) (4,491) 4. Salaries and wages, social security and other employee benefits (4,046) (4,797) 5. Other cost by type (790) (310) 6. Selling costs materials and goods for resale Change in products - - A. Profit on sales (I+II) 7,115 (1,195) 1. Other operating income III.5.8 1,891 6, Other operating expenses III.5.9 (328) (72) B. Operating profit (A+1+2) 8,678 5, Financial income III ,056 1, Interest received (415) (113) 3. Other financial expenses III.5.11 (1,484) (210) C. Pre-tax profit (B+1+2+3) 7,835 6,222 I. Corporate income tax III.5.12 (1,551) (170) D. Net profit (C+I) 6,284 6,052 Other comprehensive income - - Items that may be moved to the result in next reporting periods - - Items that will not be moved to the result in next reporting periods - - Total comprehensive income: 6,284 6,052 Earnings/(loss) per share Diluted profit (loss) per share

26 3. STATEMENT OF CHANGES IN EQUITY OF IMPEL S.A Share capital Reserve Funds Capital reserves Other capital Retained profit/loss* Net result TOTAL As at ,326 62,744 71,799 (37) 13, ,820 Comprehensive income ,284 6,284 - net profit ,284 6,284 - other comprehensive income Transactions with owners: dividend transfer of retained profit/loss to reserve funds and capital reserves - capital adjustments due to mergers of undertakings As at 64,326 62,744 71,799 (37) 13,988 6, , Share capital Reserve funds Capital reserves Other capital Retained profit/loss from previous years* Net result TOTAL As at ,326 34,050 63,350 (16) 16, ,291 Comprehensive income ,052 6,052 - net profit ,052 6,052 - other comprehensive income Transactions with owners: dividend transfer of retained earnings to reserve funds and capital reserves As at ,326 34,050 63,350 (16) 16,581 6, ,343 26