OPINION AND REPORT from the examination of the financial report for the period from January 1 to December 31, 2008 of the CU Financial Society,

Transcription

1 OPINION AND REPORT from the examination of the financial report for the period from January 1 to December 31, 2008 of the CU Financial Society, Joint- in Gdańsk

2 O P I N I ON OF AN INDEPENDENT STATUTORY AUDITOR Prepared for the General Meeting of the Members and the Supervisory Commission of the Financial Society with its headquarters in Gdansk, 11 Arkońska St. We have performed an examination of the attached financial report of the Financial Society of Co-operative Savings and Credit Unions, Joint- with its headquarters in Gdańsk (hereinafter referred to as "the Company"), which consists of: 1. the introduction to the financial report 2. balance prepared for December 31, 2008, which specifies the amount of assets and liabilities at thou. 3. profit and loss statement for the financial year from January 1, 2008 to December 31, 2008 indicating a net loss at the amount of thou. 4. list of changes in the equity for the financial year from January to December 31, 2008 indicating a reduction in the equity by the amount of 5. cash flow statement for the financial year from January 1, 2008 to December 31, 2008 indicating a reduction in the amount of financial resources by the amount of 6. additional information and explanations thou thou. The Management Board the Financial Society of Co-operative Savings and Credit Unions, Joint- holds the responsibility for the preparation of this financial report. Our task was to examine and express an opinion on the reliability, regularity and clarity of this financial report and the regularity of the account books which are the basis of its preparation.

3 Opinion of an Independent Statutory Auditor from the examination of the financial report of the CU Financial Society, Joint- REPORT COMPLETING THE OPINION FROM THE EXAMINATION OF THE FINANCIAL REPORT FOR THE PERIOD from January 1 to December 31, 2008 of the CU Financial Society, Joint- in Gdańsk, 11 Arkońska St. 3

4 Opinion of an Independent Statutory Auditor from the examination of the financial report of the CU Financial Society, Joint- THE CONTENT OF THE REPORT INTRODUCTION 7 PART A GENERAL INFORMATION ON THE UNIT 8 PART B ACCOUNTING SYSTEM EVALUATION AND THE REVIEW 1 2 OF THE RESULT OF EXTERNAL CONTROLS B.I. Accounting system 12 B.II. Stocktaking 13 B.III. External controls 14 PART C GENERAL EVALUATION OF THE COMPANY'S FINANCIAL SITUATION MAIN ECONOMIC RATIOS 15 C. I. Balance 15 C. II. Profit and loss statement 16 C. III. Economic ratios 17 C. IV. General financial situation 19 PART D INFORMATION ON THE ITEMS OF THE FINANCIAL REPORT 21 D.I. Balance - Assets 21 D.II. Balance - Liabilities 24 D.III. Profit and loss statement - Incomes 25 D.IV. Profit and loss statement - Costs and corporate income tax 25 D. V. List of changes in the equity 26 D. VI. Cash flow statement 26 D. VII. Additional information 26 PART E THE EVALUATION OF THE SUBMITTED REPORT 27 OF THE MANAGEMENT BOARD FROM THE ACTIVITY 27 PART F SUMMARY OF THE EXAMINATION RESULTS 27 4

5 Opinion of an Independent Statutory Auditor from the examination of the financial report of the CU Financial Society, Joint- REPORT COMPLETING THE OPINION FROM THE EXAMINATION OF THE FINANCIAL REPORT FOR THE PERIOD FROM JANUARY 1 TO DECEMBER 31, 2008 for the General Meeting of the Members and the Supervisory Commission of the CU Financial Society, Joint- prepared by: an statutory Auditor-Michał Rudowski Reference number 11046/7945 Financial report for December was the subject of examination and received an opinion without reservations/ with reservation / with a complementary explanation. The company draws up financial report according to the International Financial Reporting Standards (IFRS) approved by the European Union. Financial report consists of the following parts: * an introduction to the financial report * balance prepared for December 31, 2008, which specifies the amount of assets and liabilities at the amount of thou. * profit and loss statement for the financial year from January 1, 2008 to December 31, 2008 indicating net loss at the amount of thou. * the list of changes in the equity indicating, in the period from January to December 31, 2008 reduction in the equity by the amount of thou. * cash flow statement indicating, in the period from January to December 31, 2008 reduction in the amount of financial resources by the amount of * additional information and explanations thou. Through the Resolution no. 3 of December 11, the Supervisory Commission on the basis of the art. 28 of the resolution 2 of the Company's statute selected the company REWIT Księgowi i Biegli Rewidenci Ltd. in Gdańsk in order to perform an examination of the financial report for the year 2008, according to the art. 66 of the resolution 4 of the resolution on accounting. The Company REWIT Księgowi i Biegli Rewidenci Ltd. is the entity entitled to examine financial reports, listed among the entitled entities under the number 101. Tentative and fundamental examination performed in the headquarters of the CU Financial Society, Joint- in accordance with the agreement concluded between REWIT Księgowi i Biegli Rewidenci Ltd. Gdańsk 1 Starodworska St., and the CU Financial Society, Joint- with its headquarters in Gdańsk 11 Arkońska St. 5

6 PART A - GENERAL INFORMATION ON THE UNIT 1. Name and address of the unit examined CU Financial Society, Joint- with its headquarters in Gdańsk 11 Arkońska St. 2. Legal form, legal and economic basis of the activity The company was established through the transition of the Financial Society of the Co-operative Savings and Credit Unions limited company into a joint-stock company, on the basis of the resolution no. 6 of the Ordinary Meeting of Members, drawn up in the form of a notarial act before the Notary Katarzyna Grajewska-Bartosz in the Notary's Office in Sopot on April 29, (Rep. A no /2004 ). It is listed in the national court register in accordance with the resolution of the District Court in Gdańsk - Północ, VIII Economic Department of the National Court Register of July 22, under the "KRS" number During the examination of the financial report the extract from the National Court Register of February 11, 2009 was submitted 3. The Company's Administration The Company's Administration consists of: * the General Meeting, * the Supervisory Commission, * the Management Board. The composition of the Supervisory Commission until September 29, 2008 was as follows Adam Franciszek Jedliński Rafał Sławomir Matusiak Chairman Member of the Council (vice-chairman) Katarzyna Leokadia Bieranowska Andrzej Paweł Szumański Elżbieta Maria Ostrowska Member of the Council (secretary) Member of the Council Member of the Council The composition of the Supervisory Commission in the period from September 29, 2008 to December 31, 2008 was as follows: follows: Adam Franciszek Jedliński Chairman Rafał Sławomir Matusiak Member of the Council (vice -chairman) Andrzej Sosnowski Andrzej Paweł Szumański Elżbieta Maria Ostrowska Member of the Council (secretary) Member of the Council Member of the Council 6

7 On December 16, 2008 the General Meeting of Shareholders through the resolution no. 3 Grzegorz Paweł Buczkowski was appointed to the composition of the Supervisory Commission. The Resolution came into force on January 1, the Management Board of the Company consists of three persons The composition of the Management Board, until May 6, 2008 consisted of: Adam Marek Meller Chairman of the Management Board Bereśniewicz Kozłowska Member of the Management Board The composition of the Management Board of the Company, in the period from May 6, 2008 to November 15, 2008 consisted of: Adam Marek Meller Bereśniewicz Kozłowska Tomasz Krasiński Chairman of the Management Board Member of the Management Board Member of the Management Board The Composition of the Management Board of the Company, from November 15, 2008 consisted of: Bereśniewicz Kozłowska Tomasz Krasiński Alicja Kuran Kawka Chairman of the Management Board Member of the Management Board Member of the Management Board In case of a one-man Management Board the Chairman of the Management Board is entitled to independently submit declarations and sign on behalf of the Company, and in case of a Management Board consisting of more than one person, the Chairman of the Management Board independently or two of the members of the Management Board jointly, or one member of the Management Board jointly with a prosecutor. Mrs Elżbieta Fenska fulfils the responsibilities of the General Accountant. 4. Share capital of the Company 4.1. Share capital of the Company amounts to and is divided into 44,687,754 shares, each of nominal value Shareholder the National Association of Co-operative Savings and Credit Unions Number of shares Value in Beskidzki Dom Maklerski (Brokerage House) The remaining The sum Shares are not preferred 4.2. Changes in the amount and structure of the capital, which took place in the financial year examined and until the day of passing the opinion. 7

8 Changes in the structure of capital ownership during the financial year: At December 31, 2007 joint stock capital amounted to 42,794,500. The National Association of Co-operative Savings and Credit Unions owned at that time 42,090,290 shares of total value 42,090,290. On June 12, 2007 the Ordinary General Meeting of Shareholders passed a resolution no. 20 on raising the share capital by the amount no higher than thou., i.e.. from the amount of 42,795 thou. to the amount of no higher than 52,795 thou. in the course of the issue of 10,000 thou. new, ordinary, bearer shares series H. In the days of April, 2008, in the curse of public subscription,1,893,254 shares of total nominal value-1,893,254 were included. From July 4, 2008 all Company's shares were placed onto the parallel market. According to the proposal of the Company's Management Board, presented in the supplementary information and explanations which constitute an integral part of the financial report, it was suggested to cover the Company's loss with a profit from the following years. 4.3 Entities associated with the Unit examined at the balance day: - the National Association of Co-operative Savings and Credit Unions - Foundation for Polish Credit Unions, - H & S Ltd. - the Co-operative Savings and Credit Union of Franciszek Stefczyk, - "SKOK" Family Tours Tourism Corporation Ltd. - "SKOK" Holding S.a.r.l, - CU Mutual Insurance Society, Joint- - CU Life Insurance Society, Joint-, - Asekuracja Ltd. - Media "SKOK" Ltd. - CU Investment Fund Society, Joint- - H and S Outsorcing Ltd. - Asekuracja Ltd. 5. The Company's time period of operation is unlimited 6. Financial year: calendar year 7. Employment Average employment rate from January 1 to December 31, 2008 amounted to posts. The size of employment at December 31, 2008 amounted to 56 people. 8. Company's area of activity According to the Company's statute and record in the national court register, the Company's area of activity is: * 62,2 other financial mediation, * 65,12, B monetary mediation, other, not elsewhere classified * 74,14,A counselling concerning the operation and management of a professional activity * 80,30 education at a level higher than secondary, * 80,42 training of adults and other forms of education, not elsewhere classified 8

9 * 70, property operation, * 74,8 commercial activity, not elsewhere classified. The area of activity actually provided in the Unit is: 62,2 other financial mediation, 9. Tax and statistical registration Through the decision of the Second Tax Office in Gdańsk 43 Kołobrzeska St., the Financial Society of Co-operative Savings and Credit Unions, Joint- received an identification number: "NIP" "REGON" given by the Statistical Office in Gdańsk: Financial report for the financial year prior to the year examined Financial report for the financial year prior to the year examined, i.e. for the period from January 1, 2007 to December 31, 2007 was examined by REWIT Księgowi i Biegli Rewidenci Ltd. and received an opinion-without reservations. 11. The approval of the financial report for the financial year prior to the year examined: Financial report for the financial year prior to the year examined, i.e. for the period from January 1, 2007 to December 31, 2007 expressed by: - balance amount of assets and liabilities thou. - net loss thou. was approved through the resolution of the Ordinary General Meeting No. 3 of June Division of financial result for the previous year The Ordinary General Meeting through the resolution no. 4 of June 4, 2008 decided about covering the net loss with profits from the following years. 13. Submitting the financial report for the previous year to: the Second Tax Office in Gdańsk on June 5, 2008 of the District Court in Gdańsk on June 13, 2008 Financial report for the financial year 2007 was sent for publishing in the "Monitor Polski B" on June 13, Data identifying the entitled entity performing the examination of the financial report prepared at December 31, The Company REWIT Księgowi i Biegli Rewidenci Ltd. 1 Starodworska St., Gdańsk - reference number of the entitled entity: 101 9

10 - surname and reference number of the statutory auditor, responsible for performing the examination of the financial report: Michał Rudowski, reference no / entitled entity, as well as the statutory auditor state that they comply with the conditions for expressing impartial and independent opinion on financial report of the Company, within the meaning of the art. 66 of the resolution 2 of the resolution on accounting. -basis for performing the examination: agreement no 57/B/08 concluded on December 16, Declaration of the Management Board and data availability The Company's Management Board submitted a written declaration on complete and correct inclusion in the account books and financial report of all economic events concerning the period examined, disclosing contingent liabilities and notifying about significant events, which took place after the balance day. During financial report, the Company made all desired documents available, and the Company's workers provided us with the information indispensable in examining the financial report, passing an opinion and drawing up the report. 10

11 PART B - EVALUATION OF THE ACCOUNTING SYSTEM AND REVIEW OF THE RESULTS OF EXTERNAL CONTROLS B. I. ACCOUNTING SYSTEM From the Company draws up financial report in accordance with the International Financial Reporting Standards. Closing balance for the year 2007 was correctly entered into the accounting books as the opening balance at January 1, We have made random test on the correctness of accounting system operation. In particular, the following underwent evaluation: -,correctness of the substantiation of economic operations, -,reliability, flawlessness and verifiability of computer-operated account books, - legitimacy of methods protecting access to data and system of their computer processing, - associating data resulting from books along with accounting evidence and with the financial report examined, - protection of accounting documentation, accounting books and financial report, - provision and calculation of stock-taking results. As a result of these evaluations, in connection with the results of credibility examination of individual items of financial report, we stated that the accounting system can be generally recognised as correct. The aim of our examination was not a comprehensive opinion on this system. The methods of protecting access to data and system of their computer processing do not raise any concerns. Financial report is the result of correct accounting. Storage and protection of accounting documentation, account books and financial reports is correct. B.II. STOCK-TAKING In the period of examination the Company performed the following stock-taking operations: * in the course of physical inventory according to the situation as at December 31, 2008: - cash in the till, * in the course of confirmations from banks and contractors according to the state as at December 31, 2008: - settlement with the receivers, - financial resources in the bank, Stock-taking was performed according to the extent, timetables and frequency provided for in the resolution on accounting. 11

12 The expert does not pass any remarks with respect to the correctness of performing the stocktaking, its substantiation and settlement. B. III. EXTERNAL CONTROLS There were no external controls in the period of examination. 12

13 PART C - GENERAL EVALUATION OF THE COMPANY'S FINANCIAL SITUATION AND MAIN ECONOMIC RATIOS Situation at ASSETS Detailed list in thou. structure in thou. structure in thou. structure A. Fixed assets I. Intangible assets II. Tangible fixed assets III. Long-term receivables IV. Investment properties V. Long-term financial assets VI. VII. VIII. Financial assets available from sale Remaining long-term financial assets Assets due to deferred income tax Other long-term accruals IX. B. Current assets I. Reserves II. Short-term receivables III. Financial resources and their equivalents IV. Financial resources in cash machines V. Short-term accruals THE SUM OF ASSETS LIABILITIES Detailed list in thou. structure in thou. structure in thou. structure A. Equity (fund) I. Share capital II. Private shares (shares) (negative value) III. Reserve capital (fund) from the issue of shares over their nominal value IV. Remaining reserve capital (fund) V. Reserve capitals (funds) VI. Profit/loss from previous years VII. Net profit/loss VIII. Deductions from net profit during the financial year B. Liabilities and reserves for liabilities I. Reserves for liabilities II. Long-term liabilities III. Short-term liabilities IV. Accruals

14 THE SUM OF LIABILITIES

15 C.II. PROFIT/LOSS STATEMENT (worksheet) Turnover in the reporting year Detailed list in thou. structure in thou. structure in thou. structure Net incomes from the sales of A. Products, goods and materials I. Income from the sale of products II. Income from the sale of goods and materials B. Costs of sold products, goods and materials I. II. Costs of producing products sold Value of sold goods and materials C. GROSS LOSS FROM SALE D. Selling costs E. Costs of general management F. LOSS FROM SALES G. Remaining operating costs H. Remaining operating costs I. LOSSES FROM THE OPEARATING ACTIVITY J. Financial incomes K. Financial costs L. LOSSES FROM THE ECONOMIC ACTIVITY M. RESULT OF EXCEPTIONAL OCCURRENCES N. GROSS LOSS O. Income tax P. Remaining obligatory profit reductions R. NET LOSS

16 C.III. ECONOMIC RATIOS The Company's economic activity and its result as well as financial situation in the period of examination as compared to the previous periods is characterised by ratios presented: Item Detailed list No. 1. Capital unprofitability (in %) net financial result the sum of assets Unprofitability of equity (in %) Net financial result equity 3. Unprofitability of net sales (in %) Net financial result incomes from sales 4. Current ratio current assets* overall short-term liabilities** 5. Quick ratio current assets* overall - reserves short-term liabilities** 6. Cash ratio short-term investments short-term liabilities** 7. receivables turnover rate (in the days) receivables due to deliveries and services x 365 days Net incomes from sales 8. receivables turnover rate (in the days) liabilities due to deliveries and services x 365 days costs of operating activity 9. Reserves turnover rate (in the days) reserves x 365 days costs of operating activity 10. Finance fixing (in %) fixed assets value of assets 11. Debt margin (in %) liabilities overall*** value of assets 12. Covering of fixed assets with equity (%) equities fixed assets 13. "golden balance sheet rule" ratio (in %) constant assets**** fixed assets short-term receivables do not include receivables due to deliveries and services over 12 months ** short-term liabilities do not include liabilities due to deliveries and services over 12 months *** liabilities overall do not include reserves and accruals ****constant capitals do not include equities and long-term liabilities. 16

17 Opinion of an Independent Statutory Auditor from the examination of the financial report of the CU Financial Society, Joint- Graphic presentation of chosen economic ratios Unprofitability ratios/pt. 1, 2, 3/ Capital unprofitability (in %) Unprofitability of equity (in %) Unprofitability of net sales (in %) Financial liquidity ratio /pt. 4, 5, 6/ Current ratio Quick ratio Cash ratio Turnover ratio /pt. 7, 8, 9/ Liabilities turnover rate (in days) Liabilities turnover rate (in days) Reserves turnover rate (in days) 17

18 C.IV. GENERAL FINANCIAL SITUATION Commentary of the ratios presented The following phenomena, which are reflected in the significant changes to the basic economic ratios influenced the Company's financial situation as at the balance day : Net incomes from the sales of products, goods and materials in the period from January 1 to December 31, 2008 amounted to 7,896 thou. compared to the previous period they increased by 81.77% i.e. by thou. Incomes structure in the period of financial report did not undergo any changes.. The cost of sold products, goods and materials in the period examined amounted to thou. and constituted % of the value of incomes from sales. Comparing the value from the previous period, this cost increased in the year examined by %, i.e. by thou. The costs of general management, however, decreased by 14.97% (i.e. by 658 thou. ) and at the end of the year 2008 amounted to thou. In the year 2008 the Company developed a net loss at the amount of thou., which in comparison with the year 2007 means a reduction by %. This fact led to the deterioration of profitability ratios of the capital from 2.34% in the prevoious year to 7.46% in the current year, of the equity respectively from 2.97% to 9.39%, as well as of the net sale from 29.28% to 49.84%. The development of the result from the economic activity at the amount of thou. was influenced by the surplus of remaining operating incomes over remaining operating costs at the amount of 216 thou. and the surplus of financial costs over the financial incomes at the amount of 94 thou.. The total assets as at December 31, 2008 as compared to the previous year decreased by thou., reaching the amount of thou. In the structure of assets we observe, in comparison with the previous period, an increse in the intangible assets by thou., long-term accruals by1.329 thou., and short-term receivables by thou., along with a reduction in the value of long-term financial assets by thou. and the value of financial resources by thou.. The structure of liabilities, however, indicates a significant contribution of equity as the source of financing economic activity, changed due mainly to the losses from the current and previous periods. In the period examined - as compared to the previous period - the financial liquidity ratios underwent a reduction. Current ratio dropped from 1.75 to 1.35, quick ratio dropped from 1.74 in the previous period to 1.32 in the period examined, however, cash ratio respectively from 1.60 to o

19 Opinion of an Independent Statutory Auditor from the examination of the financial report of the CU Financial Society, Joint- The value of liabilities turnover rate in the days raised from 60 days in the previous year to 128 in the year examined.. The value of receivables turnover rate in the days also raised from 60 days to 90 days and reserves turnover from 5 days to 8 days in the year examined. In the year 2008 the ratio of constant capital covering with equity decresed from % in the previous year to % in the year examined, the debt margin decresed from 20.67% in the year 2007 to 18.82% in the period examined. In the introduction to the financial report the Management Board of the unit examined indicated that the financial report was drawn up assuming the continuation of the activity by the entity during the period no shorter than 12 months since the last day of financial year and that there are no circumstances which would pose a threat to the continuation of the activity by this entity. The information collected during the examination, confirmed by the statements included in the introduction to the financial report and supplementary information and explanations, as well as in the report of the unit's activity, and also on the basis of a declaration of the unit's director, confirm the assumption of the continuation of the activity by the entity examined during at least 12 months, from the last day of the financial year and that there are no circumstances that would pose a threat to the continuation of the activity by this entity. 19

20 PART D - INFORMATION ON THE ITEMS OF THE FINANCIAL REPORT Individual items of balance and profit/loss statement were marked with letters and digits according to those presented in the financial report. Below we present significant items of the financial report: D.I. BALANCE - ASSETS A. Fixed assets at the amount of thou. constitute 74.85% of total assets The value of fixed assets mainly consists of intangible assets, fixed tangible assets, long-term investments. Due to a significant contribution to total assets and significant changes, which took place as compared to the previous period, we present detailed review of chosen items, below. I. Intangible assets at the amount of thou. constitute 19.48% of total assets Intangible and legal assets are operated first of all by the software operating cash machines network, cards and terminals at the amount of 8,752 thou., and data base - 1,426 thou.. The presentation of advance payments for the software has been changed in the current year. In the previous year as at December 31 the amount of advance payments was calculated at 7,846 thou.. in the item fixed assets under construction, however, as at January 1, 2008 in the item - advance payments for intangible assets. In the supplementary information to the financial report, the items and changes in intangible and legal assets were presented in detail. II. Fixed assets at the amount of thou. constitute 35.16% of total assets The main item of fixed tangible assets are other fixed assets at the amount of 8,194 thou. as well as buildings and offices at the amount of 6,597 thou. The most significant change as compared to the previous year is the increase in the items of other fixed assets at the amount of 8,055 thou. resulting from the extension of the Company's activity connected with cash machines and cash machines establishment services. Detailed list of changes in the value of specific groups of fixed assets, including the size of these assets at the beginning of financial year, increases and reductions as well as final size, was presented in the supplementary information and explanations, which constitute an integral part of the financial report. 20

21 Fixed assets mainly consist of cash machines not accepted for use at the amount of 393 thou., and terminals at the amount of 265 thou.. In the current year the presentation of fixed assets under construction has been changed. In the previous year as at December 31 the item-fixed assets under construction revealed the amount of advance payments for intangible assets at the amount of 7,846 thou, however, at January 1, 2008 the item - advance payment for intangible assets. The notes of supplementary information and explanations to the financial report correctly describe the aforementioned changes of the size of fixed assets and fixed assets under construction According to the Management Board, the capital shall not be accompanied by the write-downs on their value. V. Long-term financial assets at the amount of thou. constitute 2.03% of total assets Balance item consists of consortium mortgages given by the Company along with the National Association of Co-operative Savings and Credit Unions until the year The item covers the capital of loans at the gross amount of thou. and write-downs at the amount of thou.. Long-term investments have been classified and evaluated according to the valuation methods accepted by the Company, which are included in the accounting policy. Notes of supplementary information and explanations to the financial report describe long-term invetsment changes during the financial year. VI. Financial assets available for sale thou. constitute 15.03% of total assets Financial assets available for sale consist of consortium mortgages given by the Company along with the National Association of Co-operative Savings and Credit Unions until the year 2006, which underwent transfer of rights from the agreements in the year VIII.Assets due to deferred income tax thou. constitute 3.15% of total assets Balance item consists first of all of activo due to tax loss in the year at the amount of 1,554 thou., and activo due to reserves for work benefits - at the amount of 69 thou.. 21

22 B. Current assets at the amount of thou. constitute 25.15% of total assets Items which have a significant influence on the size of current assets are short-term receivables, financial resources and their equivalents as well as financial resources in cash machines. II. Short-term receivables at the amount of thou. constitute 4.29% of total assets Short-term receivables mainly consist of receivables due to deliveries and services at the amount of thou.. and other receivables at the amount of 323 thou.. In comparison to the previous year the value of short-term receivables raised by thou.. No prescribed or write-off receivables appeared in our examination. As at December 31, 2008 there are no overdue receivables over 360 days. There are no receivables claimed before the court. The Company did not perform write-downs on receivables. III. Financial resources and their equivalents thou. constitute 5.51% of total assets Short-term investment item consists of financial resources in the cash register at the amount of 4 thou.., financial resources in banking accounts at the amount of thou., other financial resources (deposits) at the amount of thou.. Financial resources were expressed by nominal value increased by their interests, also those, which are demandable at the balance day. IV. financial resources in cash machines thou. constitute 12.42% of total assets The item consists of financial resources, financial resources in cash machines. Financial resources in cash machines were expressed by nominal value. 22

23 D.II. BALANCE - LIABILITIES A. equity at the amount of thou. constitutes 79.43% of total assets In the financial year examined private assets were reduced by 853 thou.. This change was influenced by the issue of 1,188 thou. shares series H and the loss incurred in the current financial year at the amount of thou.. As a result of the new issue the share capital raised by the nominal value of shares at the amount of 1,188 thou., reserve capital, however, raised by the amount of 1,188 thou., which consists of the issue value surplus over the nominal value of shares and the costs of shares issue. Detailed description of changes in the equity of the Company in the year examined were presented in the List of changes in the equity, which is an integral part of the financial report prepared by the Company. B. Liabilities and reserves for receivables at the amount of thou. constitute 20.57% of total assets Balance item to a large extent consists of: III. Short-term liabilities at the amount of constitute 18.64% of total assets thou. Balance item mainly consists of liabilities due to work deliveries and services as well as other liabilities. liabilities due to work deliveries and services from associate units, with a due period up to 12 months amount to 2,515 thou., liabilities due to deliveries and services from other units, however, amoun to 1,968 thou.. liabilities due to deliveries and services from other units concern liabilities with respect to the national contractors at the amount of 1,189 thou. and with respect to foreign contractors at the amount of 779 Other liabilities mainly consist of liabilities concerning the initiation and operation of the Center for Operating Cards and Terminals at the amount of thou.. 23

24 D.III. Profit and loss statement - Incomes Those items of profit/loss statement, which were decisive for the financial result. A. Net incomes from the sales of products, goods and materials I. Income from the sale of products thou. The period of examination saw a significant increase in the incomes from the sales of cash machine services, which led to the increase in the overall value of incomes from sales by Detailed description of product and territorial structure is included in the supplementary information and explanations prepared by the Company, which constitutes an integral part of the financial report. J. Financial incomes thou. Financial incomes consist first of all of interests on time deposits at the amount of 381 thou. Detailed description of structure by kind is presented in the supplementary information and explanations prepared by the Company, which constitute an integral part of the financial report. D.IV. PROFIT AND LOSS STATEMENT- COSTS AND CORPORATION INCOME TAX The company keeps the profit and loss statement in a worksheet. Costs in the worksheet include: B. Costs of sold products, goods, materials I. Costs of producing sold products thou. In the period examined there was a significant increase in the cost of producing sold products, which amounted to %. The increase was caused by the costs connected with the Centre for Operating Cards and Terminals, as well as the increase in the employment concerning its operation. E. The costs of general management thou. The costs of general management decreased as compared to the previous year by 658 thou.. This decrease of 14.96% was influenced by the change in the presentation of costs connected with "The Centre for Operating Cards and Terminals". In the year 2007 the Company included the costs connected with COCT in the costs of general management due to the lack of income from the operation of cash machines. The assignment of costs to a specific reporting period was considered correct. The costs incurred were correctly substantiated and classified. K Financial costs thou. The write-down on the value of consortium mortgages, given in the previous years, at the amount of 296 thou. and the balance valuation of liabilities, which amounted to 158 had the most significant influence on the financial result of the Company. P. Income tax thou. Due to the tax loss in the tax year examined, no encumbrance took place with respect to this. Gross result was encumbered with a deferred tax at the amount of 809 thou.. 24

25 D.III. V. List of changes in the equity 26 As a result of the examination of the List of changes in the equity, equitys are reduced by the amount of 854 thou.. The list of changes in the equity is correctly linked to the balance, profit and loss statement as well as account books. D. VI. CASH FLOW STATEMENT As a result of the examination of financial flows for the period from January 1, 2008 to December 31, 2008, financial resources are reduced by the amount of thou.. Cash flow statement is correctly linked to the balance, profit and loss statement as well as account books. D.VII. SUPPLEMENTARY INFORMATION Explanatory note to the financial report for the financial year concluded on December 31, 2008 were prepared with all significant aspects, according to the accounting principles (policy), specified by the International Accounting Standards, International Financial Reporting Standards and interpretations connected with them, announced in the form of the European Commission's regulations and to the extent not regulated in these Standards - appropriately to the requirements of the Resolution on accounting and executive regulations issued on its basis. The expert examined the completeness and correctness of data included in the supplementary information, stating that the detailed data and explanations included in it present all information necessary for a correct evaluation of financial situation of the unit, required by IAS/IFRS. 25

26 Opinion of an Independent Statutory Auditor from the examination of the financial report of the CU Financial Society, Joint- PART E - EVALUATION OF THE MANAGEMENT REPORT OF THE ACTIVITY The report of the Management Board of the Company's activity includes, in all significant aspects, information, which are specified in the art. 49 of the resolution 2 and 3 of the resolution on accounting and required by the provisions of the Regulation of the Minister of Finance of November 19, 2005 concerning current and periodic information transferred by the securities issuers. Financial information included in it correspond to the information presented in the financial report of the Company. The financial data included in the report of the Company's Management Board correspond to the data of the financial report. PART F SUMMARY OF THE EXAMINATION RESULTS Examination of the financial report was preceded by a tentative examination performed in the period of preparatory works for the financial report of the unit. Fundamental examination was performed in the Company's headquarters in the period from 3 to 6 of March, 2009 in the headquarters of REWIT Księgowi i Biegli Rewidenci Ltd. from the day of passing the opinion. The examination was performed by an statutory auditor Michał Rudowski Reference No 11046/7945, articled clerk Tomasz Korpusik and assistants Magdalena Pawlukanis, Elżbieta Kortals. The results of the examination confirm that the financial report was prepared on the basis of correct account books, is complete, prepared - in all significant aspects - according to the accounting policy of the Company, provisions of the resolution on accounting. Numbers and explanations included in the financial report allow to evaluate the financial situation of the Company examined and its financial result. The opinion - without remarks (with remark/with complementary explanation) was passed on the basis of the examination performed. This study includes: 1. an opinion consisting of 3 pages numbered respectively - pages from 2 to 4, 2. a report on pages from 5 to 27 numbered respectively, signed by the statutory auditor. The Company REWIT Księgowi i Biegli Rewidenci Ltd Gdańsk, 1 Starodworska St. Company listed among the entities entitled to examine financial reports under the number 101 Michał Rudowski Lucyna Witek Statutory Auditor Statutory Auditor Reference number 11046/7945 Reference number 8038/202 Chairman of the Management Board REWIT Księgowi i Biegli Rewidenci Limited Company Gdańsk,April 30,

27 Opinion of an Independent Statutory Auditor from the examination of the financial report of the CU Financial Society We have performed the examination of the financial report in accordance with the provisions: * of chapter 7 of the resolution of September 29, 1994 on accounting (Journal of Laws of 2002 No. 76, item. 694, with further amendments), * standards for holding the position of statutory auditor, issued by the The National Council of Statutory Auditors in Poland. We projected and performed the examination of the financial report in a way that would provide certainty to express an opinion on the report. In particular, the examination included the test of the regularity of principles (policy) on accounting and significant estimations applied by the Company, test - to a large extent at random - of the evidence and accounting records, which result in numbers and information included in the financial report, as well as comprehensive evaluation of the financial report. In our view, the examination provided enough grounds for expressing reliable opinion. We think, that the financial report examined, which includes numbers and explanations:: a) reliably and clearly presents all significant information for the evaluation of the financial situation of the examined Company as at December 31, 2008 as well as its financial result for the financial year from January 1, 2008 to December 31, 2008 in accordance with the International Accounting Standards, International Financial Reporting Standards approved by the European Union, b) was prepared in all significant aspects, according to the principles (policy) of accounting, specified by the International Accounting Standards, International Financial Reporting Standards and interpretations connected with them, in the form of regulations of the European Commission, and in the aspects not regulated by these Standards - appropriately to the requirements of the Resolution on accounting and executive regulations issued on its basis and on the basis of correct account books, c) presents data in accordance with the requirements of the Regulation of the Minister of Finance of 19 October, 2005 concerning current and periodic information transferred by the securities issuers (Journal of Laws R. of 2005 No. 209, item 1744), d) corresponds to the law and the resolutions of the Company's statute influencing the content of the financial report. Stock-taking in cash machines??? 27

28 Opinion of an Independent Statutory Auditor from the examination of the financial report of the CU Financial Society Report on the Company's activity is complete within the meaning of the art. 49 of the resolution 2 and the resolution 3 of the resolution on accounting and the Regulation of the Minister of Finance of October 19, 2005 concerning current and periodic information transferred by the securities issuers (Journal of Laws. R. of 2005 No. 209, item. 1744), and the information included in it, derived from the examined financial report, correspond to it. REWIT Księgowi i Biegli Rewidenci Ltd Gdańsk, 1 Starodworska St. Company listed among the entities entitled to examine financial reports under the number 101 Michał Rudowski Lucyna Witek Statutory Auditor Statutory Auditor Reference number 11046/7945 Reference number 8038/202 Chairman of the Management Board REWIT Księgowi i Biegli Rewidenci Spółka Limited Company Gdańsk,April 30,