Financial Supervision Authority

Transcription

1 COMARCH corrected PSr FINANCIAL SUPERVISION AUTHORITY CONSOLIDATED HALF-YEAR REPORT PSr 2013 year (pursuant to &82 sec.2 and &83 sec. 3 of the Regulation issued by the Minister of Finance on 19 th of January, Journal of Laws no. 33, item 259) for issuers of securities managing production, construction, trade and services activities for first half of financial year 2013 from to including consolidated annual financial statement according to International Financial Reporting Standards (IFRS) in currency PLN and condensed financial statement according to Act on Accounting (Journal of Laws 2013, pos. 330) in currency PLN date of publication COMARCH SA COMARCH (abbreviated name of issuer) (full name of an issuer) Kraków (postal code) Al. Jana Pawła II (street) Information Technology (IT) 39A (sector according to WSE classification) (city) (number) (telephone number) (fax) investor@comarch.pl ( ) (www) (NIP) (REGON) Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp.k. (An auditor entitled to audit financial statements) SELECTED FINANCIAL DATA Financial Supervision Authority thousands of PLN thousands of EURO H H H H DATA RELATED TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENT I. Net revenues from sales 391, ,881 92,953 84,004 II. Operating profit (loss) 2,928 4, ,038 III. Profit before income tax , ,572 IV. Net profit attributable to shareholders 2,397 12, ,904 V. Cash flows from operating activities 17,077 37,203 4,052 8,806 VI. Cash flows from investing activities -31,637-54,244-7,508-12,840 VII. Cash flows from financing activities 4,297-8,067 1,020-1,910 VIII. Total net cash flows -10,263-25,108-2,435-5,943 IX. Number of shares 8,051,637 8,051,637 8,051,637 8,051,637 X. Earnings per single share (PLN/EURO) XI. Diluted earnings (losses) per single share (PLN/EURO) DATA RELATED TO THE FINANCIAL STATEMENT XII. Net revenues from sales of products, goods and materials 282, ,271 67,114 60,189 XIII. Profit (loss) on operating activities 27,064 23,496 6,422 5,562 XIV. Gross profit (loss) 24,369 16,505 5,783 3,907 XV. Net profit (loss) 24,819 17,771 5,890 4,207 XVI. Cash flows from operating activities 53,650 49,358 12,732 11,684 XVII. Cash flows from investing activities -48,682-79,774-11,553-18,883 XVIII. Cash flows from financing activities 4,451-5,345 1,056-1,265 XIX. Total net cash flow 9,419-35,761 2,235-8,465 XX. Number of shares 8,051,637 8,051,637 8,051,637 8,051,637

2 COMARCH PSr XXI. Earnings (losses) per single share (PLN/EURO) XXII. Diluted earnings (losses) per single share (PLN/EURO) EQUITIES XXIII. Equity attributable to shareholders (consolidated) 609, , , ,276 XXIV. Equity (dominant unit) 638, , , ,032 Euro exchange rates used for calculation of the selected financial data: - arithmetical average of NBP average exchange rates as of the end of each month for the period to : ; - arithmetical average of NBP average exchange rates as of the end of each month for the period to : ; The balance sheet items were presented based on NBP average exchange rates as of the end of the period: : ; : Values of equities (positions XXIII, XXIV) were presented as at the end of first six months of the current year and as at the end of the previous year. When presenting selected financial data from the quarterly financial statement, it should be properly described. Selected financial data from the consolidated balance sheet (consolidated statement regarding the financial situation) or from the balance sheet respectively (statement regarding the financial situation) is presented as of the end of the current half-year and as of the end of the previous year, and this should be properly described. This report should be presented to the Financial Supervision Authority, the Warsaw Stock Exchange and press agency pursuant to the law. REPORT INCLUDES: File PSr 2013 separate.pdf Report from review separate.pdf PSr 2013 consolidated.pdf Report from review consolidated.pdf Report regarding activities.pdf The Management Board s Statement regarding the Reliability of Financial Statement.pdf The Management Board s Statement regarding Auditor Independence.pdf Description Condensed interim financial statement of Comarch S.A. Appendix No. 1 Report from review of condensed interim financial statement of Comarch Group Appendix No. 2 Condensed interim consolidated financial statement Appendix No. 3 Report from review of condensed interim consolidated financial statement Appendix No. 4 Report of the Management Board regarding activities Appendix No. 5 The Management Board s Statement regarding the Reliability of Financial Statement - Appendix No. 6 The Management Board s Statement regarding Auditor Independence -Appendix No. 7 SIGNATURES OF PERSONS REPRESENTING COMPANY Date Name and surname Position Signature Konrad Tarański Vice-president of the Management Board Maria Smolińska Proxy Financial Supervision Authority

3 REPORT OF AN INDEPENDENT EXPERT AUDITOR FROM THE REVIEW OF THE CONDENSED INTERIM FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE 2013 To the Shareholders and the Supervisory Board of Comarch S.A. We have conducted a review of the condensed interim financial report of Comarch S.A. with its registered office at Al. Jana Pawła II 39A, Krakow that included introduction to the financial statement, balance sheet as at 30 th of June, 2013, income statement, changes in equity (fund), cash flow statement for the period from 1 st of January, 2013 to 30 th of June, 2013, and additional information and annotations. The Management Board of the company takes responsibility for preparing the financial statement compliant with the binding law. Our task was to review the financial statement. The review of the financial report was conducted in compliance with the regulations of the Act on Accounting dated the 29 th of September, 1994 (Journal of Laws from 2013, pos. 330, and subsequent changes) and national standards for financial review, issued by the National Board of Expert Auditors in Poland. According to these standards we are obliged to plan and conduct review so as to have sufficient certainty that the financial statement does not include significant errors. This review has been conducted largely by analyzing data from the financial report, by inspecting the account books as well as by using information obtained from the Management Board and from personnel responsible for finance and accounting at the company. The scope and the method of review of the interim financial statement differ significantly from audit that expresses our opinion on the annual financial statement compliant with the accounting principles as well as on reliability and clarity of information included in this report; hence we do not present such opinion.

4 The review we have carried out did not indicate anything which could state that the audited condensed financial statement was not prepared compliant with the binding accounting regulations and in all significant aspects presents a true and fair view on the company s equity and financial situation as at 30 th of June, 2013, and on the financial result from 1 st of January to 30 th of June, 2013 compliant with the accounting principles specified in the above-mentioned act and regulations issued on the basis of this act.... Marek Turczyński Key Expert Auditor Conducting the review Registration no On behalf of Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp. k. (formerly: Deloitte Audyt Sp. z o.o.) the entity entitled to audit financial statements registered in the list of entities entitled under item no. 73:... Marek Turczyński-Vice-President of the Management Board of Deloitte Polska Sp. z o.o., a general partner of Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp. k. Warsaw, 30 th of August, 2013

5 CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE 2013 I. Balance Sheet II. Income Statement III. Changes in Equity IV. Cash Flow Statement V. Additional Information and Commentary Adopted Accounting Policies Information about Significant Changes in Estimated Values, Including Information about Corrections due to Provisions, Provision and Deferred Income Tax Assets Mentioned in the Act on Accounting and about Write-Offs that Revaluated Current Asset Items Selected Notes to the Summary Financial Statement A Brief Description of Significant Achievements or Failures of the Issuer during the Period Covered by the Report, Including a List of the Most Significant Events Related to Such Achievements or Failures Factors and Events of Unusual Nature with Significant Effects on the Achieved Financial Results Discussion of Seasonality (Cyclical Nature) of the Issuer s Business in the Period Presented Information about Write-Offs that Revaluated Inventories at the Net Realizable Value and Reversal Referred to Them Information about Revaluating Write-Offs in Relation to Impairment of Financial Assets, Property, Plant and Equipment, Intangible Assets or Other Assets and about Reversal Referred to Them Information about Creation, Increasing, Using and Dissolution of Provisions Information about Provisions and Assets in Reference to Deferred Income Tax Information about Significant Transactions of Purchase and Sale of Property, Plant and Equipment Information about Liability in Relation to Purchase of Property, Plant and Equipment Information about Significant Settlements in Reference to Court Proceedings Corrections of Mistakes from the Previous Periods Information in Relation to Changes in Economic Situation and Conditions for Operation, which Have a Significant Effect on Fair Value of an Entity s Financial Assets and Financial Liabilities Regardless of whether the Assets and the Liabilities Are Recognised in Fair Value or in Adjusted Purchase Price (Depreciated Cost) Information about Unpaid Credits or Loans, as well as Breach of Significant Provisions of the Credit or Loan Agreements which Were Not Subject to Corrective Measures as of the Reporting Period Information about One or More Transactions Concluded by the Issuer or Its Subsidiary with Related Parties, if Individually or in Total are Significant and Concluded on Terms Different from Market Conditions In Case of Financial Instruments Valuated in Fair Value Information about Changes in Method of Its Establishment Information Related to Changes in Classification of Financial Assets as a Result of Changes in Their Purpose or Using of These Assets Information on any Issue, Repurchase or Repayment of Debt and Equity Securities Information on any Dividend Paid Out or Declared, Including Its Total and per Share Value, Separately for Ordinary and Preference Shares Events that Occurred after the Date of Condensed Half-Year Financial Statement, which Are Not Included in the Financial Statement but May Significantly Affect the Future Performance of the Issuer Information on any Changes in Contingent Liabilities or Contingent Assets which Have Occurred since the End of the Last Financial Year Other Information with Significant Effects on the Financial Condition Assessment and the Achieved Financial Results of the Issuer All additional information and notes are an integral part of this consolidated financial statement - 1 -

6 CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE 2013 I. Balance Sheet (in thousands of PLN) 30 June December June 2012 ASSETS I. Non-current assets 598, , , Intangible assets 11,806 10,563 7, Property, plant and equipment 209, , , Non-current investments 368, , , Non-current financial assets 341, , ,678 a) in related parties 341, , , Real estates 26,858 27,467 28, Other non-current investment Non-current prepayments 7,748 7,316 6, Deferred income tax assets 6,710 6,413 4, Other non-current prepayments 1, ,515 II. Current assets 380, , , Inventories 40,023 34,798 31, Current receivables 263, , , from related parties 93, ,328 78, from other entities 170, , , Current investments 36,920 20,118 20, Current financial assets 36,920 20,118 20,543 a) in related parties 9,394 1, b) in other entities 156 1, share and interest loans granted other current financial assets - 1, c) cash and cash equivalents 27,370 17,476 19, Short-term prepayments 39,583 23,306 30,759 Total assets 978,494 1,060, ,888 EQUITY AND LIABILITIES I. Equity 638, , , Share capital 8,051 8,051 8, Supplementary capital 487, , , Revaluation reserve 116, , , Other reserve capitals Capital from merger settlement Previous years profit (loss) Net profit (loss) 24,819 41,604 17,771 II. Liabilities and provisions for liabilities 340, , , Provisions for liabilities 70, ,483 69, Provision for deferred income tax 28,705 29,847 31, Other provisions 41,305 70,636 38,224 a) current 41,305 70,636 38, Non-current liabilities 93,896 83,849 84, to related parties to other entities 93,641 83,543 83, Current liabilities 171, , , to related parties 13,322 31,715 28, to other entities 155, ,108 82, Special funds 2,277 1,227 2, Accruals 5,114 8,882 2, Other accruals 5,114 8,882 2,325 a) current 5,114 8,882 2,325 TOTAL EQUITY AND LIABILITIES 978,494 1,060, ,888 All additional information and notes are an integral part of this consolidated financial statement - 2 -

7 CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE 2013 II. Income Statement For the periods (thousands of PLN) Q2 2013* 6 months ended 30 June 2013 Q months ended 30 June 2012 I. Net revenues from sales of products, goods and materials, including: 137, , , ,271 - revenues from related parties 39,610 72,464 23,050 41, Net revenues from sales of products 113, , , , Net revenues from sales of goods and materials 23,969 55,216 18,350 31,523 II. Costs of products, goods and materials sold, 102, ,064 94, ,192 including: - to related parties 7,831 17,266 9,330 18, Manufacturing cost of products sold 82, ,331 78, , Value of products, goods and materials sold 19,239 48,733 16,154 28,827 III. Gross profit (loss) on sales 35,595 68,752 38,843 71,079 IV. Costs of sales 15,119 27,656 14,442 27,786 V. Administrative expenses 11,121 15,023 10,222 16,658 VI. Profit/loss on sales 9,355 26,073 14,179 26,635 VII. Other operating revenues 4,517 8,830-2,557 3, Gain on disposal of non-financial non-current assets Other operating revenues 4,567 8,830-2,536 3,791 VIII. Other operating costs 3,714 7,839 3,056 6, Loss on disposal of non-financial non-current assets Cost of works financed with subsidies 2,467 5,918 2,126 5, Other operating costs 771 1, ,646 IX. Profit (loss) on operating activities 10,158 27,064 8,566 23,496 X. Financial revenues 455 2, , Interest, including: 612 1, ,700 - from related parties , Dividends and share in profits Other , , Revaluation of investments XI. Finance costs 4,293 5, , Interest 638 1, , Revaluation of investments 1,704 1,669 2,935 2, Other 1,951 2,412-3,710 5,981 XII. Profit (loss) on business activities 6,320 24,369 8,000 16,505 XIII. Gross profit (loss) 6,320 24,369 8,000 16,505 XIV. Income tax ,266 XV. Net profit (loss) 6,570 24,819 8,340 17,771 Net profit (loss) (annualised) 48,652 66,521 Weighted average number of shares ,051,637 8,051,637 Earnings (losses) per single share (PLN) Diluted weighted average number of shares ,115,232 8,051,637 Diluted earnings (losses) per single share (PLN) *) Data for the second quarter of 2013 were calculated this way, that is, data for the first quarter of 2013, presented by the Group in its report for Q1 2013, were subtracted from data for the first half of 2013 (reviewed). All additional information and notes are an integral part of this consolidated financial statement - 3 -

8 CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE 2013 III. Changes in Equity (thousands of PLN) 6 months ended 30 June months ended 31 December months ended 30 June 2012 I. Opening balance of equity 629, , ,697 a) changes to adopted accounting principles (policies) I. a. Opening balance of equity after adjustments 629, , , Opening balance of share capital 8,051 8,051 8, Changes in share capital a) increases (due to) share issue Closing balance of share capital 8,051 8,051 8, Opening balance of due payments for share capital Closing balance of due payments for share capital Opening balance of supplementary capital 458, , , Changes in supplementary capital 29,526 43,114 43,114 a) increases (due to) 29,526 43,114 43,114 - profit-sharing for the previous years 29,526 43,114 43,114 b) decreases Closing balance of supplementary capital 487, , , Opening balance of revaluation reserve 120, , , Changes in revaluation reserve -4,050-9,838-1,626 a) increases (due to) 950 2, provision for deferred income tax due to certificates 950 2, valuation b) decreases (due to) 5,000 12,146 2,007 - balance sheet valuation of investment certificates 5,000 12,146 2, Closing balance of revaluation reserve 116, , , Opening balance of capital from merger Closing balance of capital from merger Opening balance of other reserve capitals Closing balance of other reserve capitals Opening balance of previous years profit 41,780 55,367 55,367 a) changes to adopted accounting principles (policies) Opening balance of previous years profit after 41,780 55,367 55,367 adjustments a) decreases (due to) 41,604 55,191 55,191 - transferring the result from the previous years to capital 29,526 43,114 43,114 - payment of dividend 12,078 12,077 12, Closing balance of previous years profit Net profit 24,819 41,604 17,771 a) net profit 24,819 41,604 17,771 II. Closing balance of equity 638, , ,765 III. Equity including proposed profit-sharing (loss coverage) 638, , ,765 All additional information and notes are an integral part of this consolidated financial statement - 4 -

9 CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE 2013 IV. Cash Flow Statement For the period (thousands of PLN) 6 months ended 30 June months ended 30 June 2012 A. Cash flows from operating activities I. Net profit (loss) 24,819 17,771 II. Total adjustments 28,831 31, Depreciation 13,976 10, Exchange gains (losses) Interest and profit sharing (dividends) 1,058-4, (Profit) loss on investing activities 2,157 2, Change in provisions -31,492-25, Change in inventories -5,224 1, Change in receivables 140, , Change in current liabilities, excluding credits and loans -73,110-51, Change in prepayments and accruals -18,506-23, Other adjustments - - III. Net cash used in operating activities (I+/-II) indirect method 53,650 49,358 B. Cash flows from investing activities I. Inflows 13,629 55, Disposal of property, plant and equipment and intangible assets From financial assets, including: 12,779 54,889 a) in related parties 12,447 54,887 - repaid interest on loans 87 5,912 - repaid loans 2,360 48,975 - received loans 10,000 - b) in other entities other proceeds from financial assets Other investment proceeds II. Outflows -62, , Purchase of property, plant and equipment and intangible assets -17,255-24, For financial assets, including: -45, ,197 a) in related parties -45, ,865 - purchase of financial assets -33, ,046 - granted long term loans -2, repayment of loans -8,600 - b) in other entities granted long term loans Expenses for investment in real estates III. Net cash used in investing activities (I-II) -48,682-79,774 C. Cash flows from financing activities I. Inflows 31, Credits and loans 31, Other financial inflows 4 - II. Outflows -26,989-5, Repayment of loans and credits -25,723-3, Interest -1,266-1, Other financial liabilities - - III. Net cash (used in)/generated from financing activities (I-II) 4,451-5,345 D. TOTAL net cash flow (A.III+/-B.III+/-C.III) 9,419-35,761 E. Balance sheet change in cash and cash equivalents, including: 9,891-35,714 - change in cash and cash equivalents due to exchange differences F. Cash and cash equivalents opening balance 17,473 55,336 H. Closing balance of cash and cash equivalents (F+/- E), including: 27,364 19,622 - limited disposal 913 1,503 All additional information and notes are an integral part of this consolidated financial statement - 5 -

10 CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE 2013 V. Additional Information and Commentary 1. Adopted Accounting Policies This financial statement was prepared according to the Act passed on 29 th of September, 1994 on Accounting (unified text - Journal of Laws 2013, pos. 330 and subsequent changes) and the requirements specified in the Regulation issued by the Minister of Finance on 19 th of February, 2009, concerning current and periodical information pertaining to companies listed on the stock exchange, as well as conditions for recognizing the equivalence of information required by legal regulations binding in a country which is not a member state (Journal of Laws, 2009, No. 33 pos. 259 and subsequent changes). A complete description of the adopted accounting principles was presented in the last annual financial statement, i.e. for the period from 1 st of January, 2012 until 31 st of December, If this financial statement for the 6 months ended the 30 th of June, 2013 was prepared according to IFRS, the financial results would amount to million PLN. Earnings according to Act on Accounting 24,819 Depreciation of perpetual usufruct (46) Asset due to activity in the SEZ (305) Managerial option (1,436) 2. Information about Significant Changes in Estimated Values, Including Information about Corrections due to Provisions, Provision and Deferred Income Tax Assets Mentioned in the Act on Accounting and about Write-Offs that Revaluated Current Asset Items In H1 2013, Comarch S.A. carried out new write-offs that revaluated goods and materials and amounted to million PLN. The company dissolved write-offs which had been created in previous years and amounted to million PLN. No hedges were made on inventories owned by the company. As at 30 th of June, 2013, in relation with payments of receivables, Comarch S.A. dissolved revaluating write-offs which had been created in previous years and were worth million PLN and recognised write-offs worth million PLN that revaluated bad debts. a) Due to the fact that the company is taxed according to general principles and enjoys taxexempt status, temporary differences in the tax yield may be realised within both of these activities. At the same time, the final determination within which of these activities (taxed or tax-exempt) the temporary differences will be realised is established on the basis of the annual settlement of income tax, after the end of the fiscal year. In 2013, an asset due to temporary differences in income tax, worth million PLN, was recognised. A tax asset worth million PLN and recognised as at 31 st of December, 2012, was dissolved in part. A provision for deferred income tax due to temporary differences in the amount of million PLN was recognised and in the amount of million PLN was dissolved. The total effect of these operations on the result of 2013 was minus million PLN. Provisions for deferred income tax related to valuation of investment certificates in CCF CIF were diminished by 0.95 million PLN. The provisions as well as certificates valuation are settled with revaluation reserve. All additional information and notes are an integral part of this consolidated financial statement - 6 -

11 CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE Selected Notes to the Summary Financial Statement 3.1. NON-CURRENT FINANCIAL ASSETS 30 June December June 2012 a) in subsidiaries and correlated parties 341, , ,678 - interest or shares 195, , ,756 - granted loans 1,242 8,005 5,281 - other securities 145, , ,166 - other non-current financial assets, including: interest on granted loans b) in associates c) in other entities Non-current financial assets, TOTAL 341, , , CHANGES IN NON-CURRENT FINANCIAL ASSETS (TYPES) 6 months ended 30 June months ended 30 June 2012 a) Opening balance 322, , ,030 - interests or shares 163,587 64,635 64,635 - loans 8,005 55,747 55,747 - other securities 150, , ,173 - other non-current assets (interest on granted loans) 464 5,475 5,475 b) increases (due to) 35, , ,378 - purchases of shares in subsidiaries 33, , ,046 - loans granted to subsidiaries 180 5,498,819 - loans granted to other entities due interest to long-term loans balance sheet valuation of long-term loans balance sheet valuation of interest on loans transferring loans from subsidiaries from shortterm to long-term loans 1, transferring interest on loans from subsidiaries from short-term to long-term interest on loans c) decreases (due to) 15,632 84,026 62,730 - repayment of subsidiaries loans 2,130 49,889 48,975 - repayment of other entities loans repayment of interest on subsidiaries loans - 5,943 5,912 - repayment of interest on other entities loans balance sheet valuation of non-current loans - 2,848 2,646 - balance sheet valuation of interests on loans valuation of participation units in CCF FIZ 5,000 12,146 2,007 - balance sweet valuation of shares 1,721 11,812 2,925 - creating write-offs revaluating loans creating write-offs revaluating interest on loans dissolving write-offs revaluating loans dissolving write-offs revaluating interest transferring loans from related parties from longterm to short-term loans 5,876 1, transferring loans from other parties from longterm to short-term loans transferring interest on loans from subsidiaries from long-term to short-term interest on loans transferring interest on loans from other entities All additional information and notes are an integral part of this consolidated financial statement - 7 -

12 CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE 2013 from long-term to short-term interest on loans d) Closing balance 341, , , CURRENT FINANCIAL ASSETS 30 June December June 2012 a) in subsidiaries and correlated parties 9,394 1, loans granted 9,394 1, b) in other entities 156 1, loans granted interest and shares other current financial assets, including: - 1, forward contracts - 1, participation units in funds c) cash and cash equivalents 27,370 17,476 19,623 - cash in hand and at banks 27,364 17,473 19,622 - other money means other monetary assets TOTAL current financial assets 36,920 20,118 20, A Brief Description of Significant Achievements or Failures of the Issuer during the Period Covered by the Report, Including a List of the Most Significant Events Related to Such Achievements or Failures In the first half of 2013, Comarch S.A. achieved very favourable financial results. Revenue from sales grew by 28.5 million PLN from million PLN to million PLN. Net sales of products constituted 80.5% of total company s sales and were higher by 4.9 million PLN, i.e. 2.2% compared to H In the first half of 2013, the company generated operating profit in the amount of 27.1 million PLN and net profit was 24.8 million PLN. EBIT margin reached a level of 9.6% and net margin was 8.8%. In the second quarter of 2013, Comarch S.A. achieved million PLN from sales (an increase of 3.5% compared to Q2 2012). Net revenue from sales of products constituted 82.6% of total company s sales and were lower by 1 million PLN compared to Q The company s operating profit amounted to 10.2 million PLN and net profit was 6.6 million PLN. EBIT margin amounted to 7.4% and net margin was 4.8%. 5. Factors and Events of Unusual Nature with Significant Effects on the Achieved Financial Results None were present, except for the ones described in point 2 of the financial statement. 6. Discussion of Seasonality (Cyclical Nature) of the Issuer s Business in the Period Presented Over 2012, Comarch revenue structure was as follows: 19% of annual sales were achieved in the first quarter, 21% in the second quarter, 19% in the third quarter and 41% in the fourth quarter. This revenue structure is consistent with tendency observed in IT branch. In the company s opinion, over 2013, Group s revenue structure will be similar to that observed in the previous year. 7. Information about Write-Offs that Revaluated Inventories at the Net Realizable Value and Reversal Referred to Them In H1 2013, Comarch S.A. carried out new write-offs that revaluated goods and materials and amounted to million PLN. The company dissolved write-offs which had been created in previous years and amounted to million PLN. All additional information and notes are an integral part of this consolidated financial statement - 8 -

13 CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE Information about Revaluating Write-Offs in Relation to Impairment of Financial Assets, Property, Plant and Equipment, Intangible Assets or Other Assets and about Reversal Referred to Them Revaluating write-offs in relations to impairment of Balance at 1 January 2013 Financial assets Property, plant and equipment Intangible assets Other assets Total 18, ,136 Change: 1, ,721 -creation 1, ,721 -dissolution Balance at 30 June , , Information about Creation, Increasing, Using and Dissolution of Provisions Current Provisions for contracts costs Provisions for contractual penalties and other claims Provisions for leaves Provisions for cash rewards Balance at 1 January ,527 1,412 9,819 44,878 70,636 Change: (1,240) 236 4,051 (32,378) (29,331) -creation 3, ,623 11,105 20,726 -dissolution (4,979) (23) (1,572) (43,483) (50,057) Balance at 30 June ,287 1,648 13,870 12,500 41,305 All provisions were calculated based on credible estimate as of the balance sheet date. 10. Information about Provisions and Assets in Reference to Deferred Income Tax Asset due to deferred income tax At 1 January ,413 Creation in I-VI Dissolution in I-VI 2013 (614) At 30 June ,710 Total Provision due to deferred income tax At 1 January ,847 Creation in I-VI Dissolution in I-VI 2013 (1,173) At 30 June , Information about Significant Transactions of Purchase and Sale of Property, Plant and Equipment In the first half of 2013, Comarch S.A. purchased computer hardware for the amount of 6.63 million PLN and intangible assets for the amount of 3.68 million PLN. As at 30 th of June, 2013, revenue from sales of property, plant and equipment amounted to million PLN. 12. Information about Liability in Relation to Purchase of Property, Plant and Equipment As at 30 th of June, 2013, Comarch S.A. s investment liabilities comprised mostly liability due to purchase of computer hardware in the amount of 1.66 million PLN and liability due to purchase of intangible assets in the amount of 0.02 million PLN. 13. Information about Significant Settlements in Reference to Court Proceedings None present. All additional information and notes are an integral part of this consolidated financial statement - 9 -

14 CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE Corrections of Mistakes from the Previous Periods None present. 15. Information in Relation to Changes in Economic Situation and Conditions for Operation, which Have a Significant Effect on Fair Value of an Entity s Financial Assets and Financial Liabilities Regardless of whether the Assets and the Liabilities Are Recognised in Fair Value or in Adjusted Purchase Price (Depreciated Cost) None present. 16. Information about Unpaid Credits or Loans, as well as Breach of Significant Provisions of the Credit or Loan Agreements which Were Not Subject to Corrective Measures as of the Reporting Period None present. 17. Information about One or More Transactions Concluded by the Issuer or Its Subsidiary with Related Parties, if Individually or in Total are Significant and Concluded on Terms Different from Market Conditions None present. 18. In Case of Financial Instruments Valuated in Fair Value Information about Changes in Method of Its Establishment None present. 19. Information Related to Changes in Classification of Financial Assets as a Result of Changes in Their Purpose or Using of These Assets None present. 20. Information on any Issue, Repurchase or Repayment of Debt and Equity Securities Within the reporting period, the company has not issued, repurchased or repaid debt or equity securities. 21. Information on any Dividend Paid Out or Declared, Including Its Total and per Share Value, Separately for Ordinary and Preference Shares On the 26 th of June, 2013, General Meeting approved the resolution no. 9 regarding the distribution of net profit for the fiscal year The General Shareholder s Meeting decided that the earned in the fiscal year 1 January December 2012 net profit in the amount of PLN 41,603, is divided as follows: a) PLN 12,077, will be paid as dividend. Persons who will be the company s shareholders on the 1 st of August, 2013 (dividend s day), will get the dividend in the amount of PLN 1.50 per one share. The dividend will be allocated to 8,051,637 shares. b) The remaining part of the net profit in the amount of PLN 29,526, will be passed in total to supplementary capital. The dividend was paid out on the 19 th of August, Events that Occurred after the Date of Condensed Half-Year Financial Statement, which Are Not Included in the Financial Statement but May Significantly Affect the Future Performance of the Issuer None present. 23. Information on any Changes in Contingent Liabilities or Contingent Assets which Have Occurred since the End of the Last Financial Year On 30 th of June, 2013, the value of bank guarantees and letters of credit issued by banks on order from Comarch S.A. in reference to executed agreements and participation in tender proceedings was million PLN, whereas it was million on 31 st of December, All additional information and notes are an integral part of this consolidated financial statement

15 CONDENSED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE Other Information with Significant Effects on the Financial Condition Assessment and the Achieved Financial Results of the Issuer None were present, except for the ones described in point 2 of the financial statement. 30 th of August, 2013 SIGNATURES OF MANAGEMENT BOARD MEMBERS NAME AND SURNAME POSITION SIGNATURE Janusz Filipiak Piotr Piątosa Paweł Prokop Piotr Reichert Zbigniew Rymarczyk Konrad Tarański Marcin Warwas President of the Management Board Vice-president of the Management Board Vice-president of the Management Board Vice-president of the Management Board Vice-president of the Management Board Vice-president of the Management Board Vice-president of the Management Board SIGNATURE OF PERSON CHARGED WITH CARRYING ON ACCOUNT BOOKS NAME AND SURNAME POSITION SIGNATURE Maria Smolińska Head Accountant All additional information and notes are an integral part of this consolidated financial statement

16 REPORT OF AN INDEPENDENT EXPERT AUDITOR FROM THE REVIEW OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENT FOR THE 6 MONTHS ENDED 30 JUNE 2013 To the Shareholders and the Supervisory Board of Comarch S.A. We have conducted a review of the Comarch Capital Group s condensed interim consolidated financial report that appears above. The capital group s parent company is Comarch S.A. with its registered office at Al. Jana Pawła II 39A, Krakow. We reviewed consolidated financial statement as at 30 th of June, 2013, including consolidated financial statement regarding financial standing as at 30 th of June, 2013, total income consolidated statement, changes in consolidated equity, consolidated cash flow statement for the period from 1 st of January, 2013 to 30 th of June, 2013, and additional information, including information on adopted accounting policy, and other annotations. The Management Board and the Supervisory Board of the parent company take responsibility for preparing of this consolidated report compliant with International Accounting Standard 34 Interim Financial Reporting, as approved by the European Union ( IAS 34 ) and with other binding regulations. Our task was to issue a report on this consolidated financial statement based on our review. The review of the financial report was prepared and conducted in compliance with the national standards for financial review, issued by the National Board of Expert Auditors in Poland. According to these standards we are obliged to plan and conduct review so as to have sufficient certainty that the consolidated financial statement does not include significant errors. This review has been conducted largely by analyzing data from the financial statement, by inspecting the consolidation documentation as well as by using information obtained from the managing persons and from personnel responsible for finance and accounting at the Group. The scope and the method of review of the condensed interim financial statement differ significantly from audit that expresses our opinion on the consolidated annual financial statement compliant with the accounting principles as well as on reliability and clarity of information included in this report; hence we do not present such opinion.

17 The review we have carried out did not indicate anything which could state that the condensed interim consolidated financial report was not prepared compliant in all significant aspects with International Accounting Standard 34 Interim Financial Reporting as approved by the European Union.... Marek Turczyński Key Expert Auditor Conducting the review Registration no On behalf of Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp. k. (formerly: Deloitte Audyt Sp. z o.o.) the entity entitled to audit financial statements registered in the list of entities entitled under item no. 73:... Marek Turczyński-Vice-President of the Management Board of Deloitte Polska Sp. z o.o., a general partner of Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp. k. Warsaw, 30 th of August, 2013

18 I. CONSOLIDATED BALANCE SHEET II. CONSOLIDATED INCOME STATEMENT III. TOTAL INCOME CONSOLIDATED STATEMENT IV. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY V. CONSOLIDATED CASH FLOW STATEMENT VI. SUPPLEMENTARY INFORMATION INFORMATION ABOUT GROUP STRUCTURE AND ACTIVITIES Organisational Structure of Comarch Group Changes in Ownership and Organisational Structure in H Changes in Ownership and Organisational Structure after the Balance Sheet Date DESCRIPTION OF THE APPLIED ACCOUNTING PRINCIPLES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT Segment Information Property, Plant and Equipment Goodwill Investment in Associates Inventories Available-for-Sale Financial Assets Derivative Financial Instruments and Financial Liabilities Trade and Other Receivables Share Capital Managerial Option Program for Members of the Management Board and Other Key Employees Trade and Other Payables Long-term Contracts Credits and Loans Contingent Liabilities Deferred Income Tax Provisions for Other Liabilities and Charges Related-Party Transactions ADDITIONAL NOTES Factors and Events of Unusual Nature with Significant Effects on the Achieved Financial Results Events after the Balance Sheet Date Other Information Significant for the Assessment of Means and Employees, Financial Rating, Financial Results and Their Changes and Information Significant for the Assessment of the Possibility of the Execution of Obligations by the Issuer All additional information and notes are an integral part of this consolidated financial statement - 1 -

19 I. Consolidated Balance Sheet Note 31 December 30 June ASSETS Non-current assets Property, plant and equipment , ,715 Goodwill ,061 44,061 Other intangible assets ,160 96,401 Non-current prepayments 1, Investments in associates Other investments Deferred income tax assets ,630 27,791 Other receivables 1,402 1, , ,008 Current assets Inventories ,079 62,307 Trade and other receivables , ,840 Current income tax receivables Long-term contracts receivables ,985 10,165 Available-for-sale financial assets 3.7 1,631 1,616 Other financial assets at fair value derivative financial instruments 3.8-1,059 Interest and shares Cash and cash equivalents 134, , , ,735 TOTAL ASSETS 1,100,655 1,146,743 EQUITY Capital attributable to the company s equity holders Share capital ,051 8,051 Other capitals 143, ,332 Exchange differences 3,665 3,090 Net profit for the current period 2,397 40,660 Retained earnings 451, , , ,623 Capitals attributable to interests not entitled to control 6,338 3,319 Total equity 615, ,942 LIABILITIES Non-current liabilities Credit and loans ,404 94,892 Deferred income tax provision ,851 41,575 Provisions for other liabilities and charges - - Other liabilities , ,467 Current liabilities Trade and other payables , ,316 Current income tax liabilities 1,835 7,323 Long-term contracts liabilities ,448 17,045 Credit and loans ,677 36,325 Financial liabilities , Provisions for other liabilities and charges ,169 92, , ,334 Total liabilities 485, ,801 TOTAL EQUITY AND LIABILITIES 1,100,655 1,146,743 All additional information and notes are an integral part of this consolidated financial statement - 2 -

20 II. Consolidated Income Statement Note Q2 2013* 6 months ended 30 June 2013 Q months ended 30 June 2012 Revenue 203, , , ,881 Cost of sales (159,124) (309,692) (141,451) (277,260) Gross profit 44,432 82,009 48,162 77,621 Other operating income 5,061 7,670 3,948 7,513 Sales and marketing costs (23,627) (46,353) (20,799) (39,542) Administrative expenses (18,169) (30,942) (17,288) (31,265) Other operating expenses (6,214) (9,456) (5,408) (9,941) Operating profit 1,483 2,928 8,615 4,386 Finance revenue/(costs)-net (2,232) (3,041) (1,607) 6,503 Share of profit/(loss) of associates (16) (22) Profit /(loss) before income tax (729) (34) 6,992 10,867 Income tax expense 1,247 1,655 (585) 68 Net profit for the period 518 1,621 6,407 10,935 Net profit attributable to: Shareholders of the parent company 998 2,397 7,255 12,268 Interests not entitled to control (480) (776) (848) (1,333) Earnings per share for profit attributable to the shareholders of the parent company during the period (expressed in PLN per share) basic diluted III. Total Income Consolidated Statement Q2 2013* 6 months ended 30 June 2013 Q months ended 30 June 2012 Net profit for the period 518 1,621 6,407 10,935 Other total income Currency translation differences from Currency translation in related parties (318) (1,990) Other total income (318) (1,990) Sum of total income for the period 200 2,195 6,588 8,945 Attributable to the parent company s shareholders Attributable to the interests not entitled to control 689 2,972 7,408 10,334 (489) (777) (820) (1,389) *) Data for the second quarter of 2013 were calculated this way, that is, data for the first quarter of 2013, presented by the Group in its report for Q1 2013, were subtracted from data for the first half of 2013 (reviewed). All additional information and notes are an integral part of this consolidated financial statement - 3 -

21 IV. Consolidated Statement of Changes in Shareholders Equity Attributable to the shareholders of the dominant unit Net profit Share Other Exchange for the capital capitals differences current Retained period earnings Capitals attributable to interests not entitled to control Total equity Balance at 1 January , ,007 6,595 36, ,444 9, ,851 Transferring result for (36,257) 36, Dividend paid (14,760) - (14,760) Changes in ownership structures in MKS Cracovia SSA, CA Consulting S.A. and Comarch R&D S.à r.l. Equity from taking over shares not giving control ,679 (1,679) (3,130) (1,039) (4,169) Capital from valuation of the managerial option Currency translation 1 differences - - (3,505) - - (52) (3,557) Profit/(Loss) for the 2 period ,660 - (3,408) 37,252 Total income recognised in equity (1+2) - - (3,505) 40,660 - (3,460) 33,695 Balance at 31 December , ,332 3,090 40, ,490 3, ,942 Balance at 1 January , ,332 3,090 40, ,490 3, ,942 Transferring result for (40,660) 40, Dividend to be paid (13,103) - (13,103) Equity from taking over shares Changes in ownership structure (3,627) 3,627 - Capital from valuation of the managerial - 1, ,436 option Currency translation 1 differences (1) 574 Profit/(Loss) for the 2 period ,397 - (776) 1,621 Total income recognised in equity (1+2) ,397 - (777) 2,195 Balance at 30 June , ,768 3,665 2, ,420 6, ,639 Dividend to be paid in total amount of 13.1 million PLN includes dividend in the amount of million PLN to be paid by parent company to its shareholders and dividend in the amount of 1.03 million PLN to be paid by subsidiaries to general partners outside Group. Dividend was paid by parent company as agreed, i.e. on the 19 th of August, CASA Management and Consulting Sp. z o.o. SK-A paid dividend in the amount of 0.29 million PLN on the 11 th of July, Other dividends will be paid till the 30 th of September, All additional information and notes are an integral part of this consolidated financial statement - 4 -

22 V. Consolidated Cash Flow Statement 6 months ended 30 June months ended 30 June 2012 Cash flows from operating activities Net profit 1,621 10,935 Total adjustments 20,532 31,368 Share in net gains/(losses) of related parties valued using the equity method of accounting (79) 22 Depreciation 31,778 26,643 Exchange losses (1,208) (8,308) Interest and profit-sharing (dividends) 743 (4,886) Profit on investing activities 2,237 2,243 Change in inventories (18,381) 2,023 Change in receivables 82,705 (4,226) Change in liabilities and provisions excluding credits and loans (76,588) 15,562 Other adjustments (675) 2,295 Net profit less total adjustments 22,153 42,303 Income tax paid (5,076) (5,100) Net cash used in operating activities 17,077 37,203 Cash flows from investing activities Purchases of property, plant and equipment (22,631) (33,002) Proceeds from sale of property, plant and equipment Purchases of intangible assets (10,145) (3,328) Proceeds from disposal of investment in real estates and intangible assets Expenses for investment in real estates (16) (22) Expenses for purchase of financial assets (58) (20,749) Proceeds from sales of financial assets Granted long-term loans (860) (712) Repayment of granted long-term loans Interest 1,019 1,493 Other investment expenses (1,021) - Other proceeds from financial assets Net cash used in investing activities (31,637) (54,244) Cash flows from financing activities Proceeds from credits and loans 32, Repayments of credits and loans (26,854) (7,023) Dividends and other payments to owners - - Other interest (1,561) (2,020) Other financial proceeds Net cash (used in)/generated from financing activities 4,297 (8,067) Net change in cash, cash equivalents and bank overdrafts (10,263) (25,108) Cash, cash equivalents and bank overdrafts at beginning of the period 142, ,896 Positive/(negative) exchange differences in cash and bank overdrafts 1,883 (1,001) Cash, cash equivalents and bank overdrafts at end of the period 133, ,787 - including limited disposal 2,494 1,844 All additional information and notes are an integral part of this consolidated financial statement - 5 -