TOWARZYSTWO FINANSOWE SKOK S.A.

Transcription

1 TOWARZYSTWO FINANSOWE SKOK S.A. FINANCIAL REPORT FROM 1ST JANUARY TO 30TH JUNE 2011 Gdańsk, dnia 22 sierpnia 2011 r.

2 FINANCIAL REPORT FOR THE PERIOD FROM 1 st JANUARY TO 30 th JUNE 2011 Currency of the report: the Polish Zloty (PLN) GENERAL INFORMATION Information on the Company Towarzystwo Finansowe SKOK Spółka Akcyjna seated in Gdańsk, Gdańsk,11 Arkońska St., Poland. Towarzystwo Finansowe SKOK S.A. is registered in the District Court in Gdańsk, 7 th Economic Department of the National Court Register, register number Towarzystwo Finansowe SKOK S.A. was established for an unspecified period of time, operates on the basis of the Polish law, operates within the country's territory. The basic area of the Company's activity according to the Polish Classification of Economic Activities, is: 6519Z other activity supporting financial services, excluding insurance and pension funds. According to the classification adopted by the Warsaw Stock ExchangeJointStock Company, the Company operates in the sector FINANCES other. The composition of the Management Board as at Ewa Bereśniewicz Kozłowska Tomasz Krasiński Alicja Kuran Kawka Chairman of the Management Board Member of the Management Board Member of the Management Board The composition of the Management Board as at Ewa Bereśniewicz Kozłowska Tomasz Krasiński Alicja Kuran Kawka Marcin Golas Chairman of the Management Board Member of the Management Board Member of the Management Board Member of the Management Board The composition of the Supervisory Board as at Rafał Matusiak Grzegorz Buczkowski Grzegorz Bierecki Andrzej Szumański Andrzej Sosnowski Chairman of the Supervisory Board ViceChairman of the Supervisory Board Member of the Supervisory Board Member of the Supervisory Board Secretary of the Supervisory Board The composition of the Supervisory Board as at Rafał Matusiak Chairman of the Supervisory Board Grzegorz Buczkowski ViceChairman of the Supervisory Board Grzegorz Bierecki Member of the Supervisory Board Andrzej Szumański Member of the Supervisory Board Andrzej Sosnowski #NAZWA? On 17 th March 2011 the Supervisory Board of Towarzystwo Finansowe SKOK S.A. appointed Mr Marcin Golas to the composition of the Management Board. Mr Marcin Golas supervises the area of outsourcing of IT services.. Duration of the Company is unlimited. The financial report comprises information the period of to. Comparable financial information are presented for the period of to. In the period which this report comprises the Company took part in a process of merging of business entities. That business entity is Hardware Software Outsourcing Sp. z o.o. The merger was settled by pooling of interest method. Note no 1. The financial report for the presented period has been prepared with the assumption that the economic activity of the Company shall be continued in the foreseeable future and no circumstances indicating a threat to this operation exist. The profit and loss account has been prepared with classification of expenses by function. The cash flow statement has been prepared with indirect method. 2

3 FINANCIAL REPORT FOR THE PERIOD FROM 1 st JANUARY TO 30 th JUNE 2011 Currency of the report: the Polish Zloty (PLN) Compliance of the financial report with International Accounting Standards, the currency of the report and rounding figures applied. The present financial report for the period of 1 st January to 30 th June 2011 has been prepared in compliance with the International Accounting Standards/International Financial Reporting Standards (IFRS) as well as interpretations related to them and issued in the form of the European Commision ordinances. The Company's Management Board confirms that the presented financial report reliably presents the financial situation, financial results and cash flow of the Company. The currency of the report and of the presentation of the financial report is the Polish Zloty (PLN) and all amounts are expressed in PLN thousands (unless stated otherwise). APPLICATION OF THE ACCOUNTING PRINCIPLES Accounting principles The financial report is prepared in compliance with historical cost accounting, except for revaluation of some fixed assets and financial instruments. The most important accounting principles applied by the Company are presented below. Intangible assets Valuation as at the day of adoption Initial value of intangible assets is the purchase price or the cost of production. Valuation after the initial presentation. At the balance sheet date intangible assets are valued according to the purchase prices or the cost of production reduced by the depreciation or writeoff, and also deductions due to permanent loss of value. Depreciation The Company applies linear method of depreciation of intangible assets. Yearly depreciation rates for intangible assets are as follows: licences and software 24 to 96 months. Intangible assets at the initial amount of PLN 3, are depreciated one time in a month of the acceptance for use. Intangible assets at the initial amount over PLN 3, are depreciated on the basis of rates determined on the basis of the estimated economic useful life. Depreciation takes place the month when the intangible asset was accepted for use. Economic useful life are subject to periodic verification (at least at the end of each financial year). Revaluation of assets due to the loss of value Verification of intangible assets with respect to the permanent loss of value takes place if there are events or changes indicating that the balance value of intangible assets can be impossible to recover. However verification takes place at least at the end of each financial year. Fixed assets Valuation at the day of adoption Initial value of fixed tangible assets is the purchase price or the cost of production. Valuation after the initial recognition As at the balance day the fixed assets are valued according to the purchase prices or the cost of production reduced by the depreciation or writeoff, and also deductions due to permanent loss of value. 3

4 FINANCIAL REPORT FOR THE PERIOD FROM 1 st JANUARY TO 30 th JUNE 2011 Currency of the report: the Polish Zloty (PLN) Depreciation The method of linear depreciation is applied to all fixed tangible assets, unless there are circumstances allowing to accept that the application of different method of depreciation would allow to reflect both economic benefits derived a given tangible asset and its consumption in a more reliable way. The Company applies the following yearly depreciation rates for the basic groups of fixed assets: permanent usufruct of land is not subject to depreciation, buildings, offices and objects of civil engineering 120 to 480 months, technical devices and machines 36 to 172 months means of transport 24 to 84 months, other fixed assets 24 to 96 months. Depreciation takes place starting the month when a particular asset was put into use. On determining the depreciation period and the yearly depreciation rate for tangible fixed assets of the amount over PLN 3, the estimated period of a given fixed asset use is taken into consideration. The correctness of depreciation rates of fixed tangible assets is periodically (at least at the end of each financial year) verified. This verification involves the analysis of the periods of use of all fixed assets controlled by the Company. Changes in the depreciation rates are performed the next reporting period. Items of the period of use longer than year, but of a unit value not exceeding PLN 3, are depreciated under the date of purchase in a full initial value. Fixed assets under construction are not depreciated. Revaluation of assets due to asset impairment Verification of fixed tangible assets for impairment takes place, if there are events and changes indicating that the balance value of fixed tangible assets can be impossible to recover. However, verification takes place at least at the end of each financial year. If there are circumstances indicating that the balance value exceeds the estimated recoverable value, the value of assets or of assets developing financial resources is reduced to the level of recoverable value. Perpetual usufruct The unit presents the perpetual usufruct of land in the books as fixed assets which are not subject to depreciation. The initial value is determined on the basis of the purchase price. At the balance sheet date it is valued according to the purchase price reduced by the deduction due to asset impairment. Leasing Leasing agreements, under which the whole risk and all benefits, resulting the ownership of assets which are the subject of the agreement, are classified by the Company as financial leasing agreements. The subject of financial leasing is presented at the day of the beginning of leasing in assets as a fixed asset and at the same time the liability is presented according to the lower the following two values: fair value of the asset which is the subject of leasing or current minimum value of leasing payments. Leasing payments are divided between financial costs and the reduction of liability balance in a way that enables to achieve a constant interest rate on the remaining liability to be paid. Financial costs are presented directly in the profit and loss statement. Fixed assets which are the subject of the financial leasing agreement are depreciated in a way specified for own fixed assets. However, in case of the lack of certainty over the transfer of the ownership right to the subject of the agreement, fixed assets used on the basis of financial leasing agreements are depreciated by the shorter the two periods: projected period of use or period of leasing. Subsidies Subsidies are not included until there is sufficient certainty that the Company will fulfill necessary conditions for their receipt and will receive subsidies. Subsidies of assets are presented in the balance, in the item incomes of future periods and is referred to in the profit and loss statement systematically over the period of use of a particular asset. Remaining subsidies are systematically presented in the incomes at the amount and period corresponding to the costs which are to be compensated for. Subsidies which constitute a compensation of incurred costs are included in the profit and loss statement in the period in which they are due. 4

5 FINANCIAL REPORT FOR THE PERIOD FROM 1 st JANUARY TO 30 th JUNE 2011 Currency of the report: the Polish Zloty (PLN) Longterm investments (financial assets) Assets and financial liabilities are presented in the Company's financial report at the moment when it becomes the party of a binding agreement of this instrument. The Company classifies financial instruments into one of the four categories: instruments designed for trade, which consist of instruments that were purchased in order to achieve shortterm profits the fluctuation of their market prices. These profits are to be executed at least during twelve months the date of purchase, investments kept until the due date which consist of assets which are not derivative instruments, with predetermined or possible for determining payments and predetermined due date with respect to which the unit has a strong intention and is able to keep them in the ownership until the end of the due date, loans and receivables which are financial assets not being derivative instruments, along with predetermined or possible for determining payments which are not listed on active market instruments available for sale for all other instruments. At the moment of initial recognition a particular financial asset or financial liability is valued at fair value, increased in case of a particular asset or financial liability not qualified as valued at fair value by the financial result, by the costs of transaction, which can be directly assigned to the purchase or issue of a particular financial asset or financial liability. Instruments designed for trading are valued according to fair value understood as a value, for which a particular asset can be sold or a liability can be settled in a transaction between two wellinformed, interested and not related parties. Differences of valuation of instruments are referred to the statement of the entity's results. Loans and receivables as well as investments kept until the due date are valued according to a depreciated cost with the use of effective interest rate. Instruments available for sale are valued according to fair value, and the valuation differences are referred to the capital revaluation. In case of debt instruments for the capital revaluation the difference between the instrument value determined with the use of effective rate of return, and fair value, is referred. If it is not possible to reliably determine the fair value, and these assets have a predetermined due date, the valuation is at the amount of depreciated cost, on applying effective interest rate. If assets do not have a predetermined due date, the valuation is performed at the price of purchase. Inventories Material inventories are valued according to the lower of the two values: purchase price and net selling price. The record of material is kept according to the purchase price. Expenditure of materials is determined according to the FIFO method. Receivables due to deliveries and services and other receivables Shortterm receivables are expressed in the nominal value corrected by appropriate writedowns on the value of doubtful receivables. Writedowns are estimated considering the risk level, which is associated with a given receivable. The risk level is evaluated in each case on the date of its disclosure at least on the balance sheet date. The amounts of writedowns on the value of receivables are referred to the profit and loss statement. Longterm receivables are evaluated at the corrected purchase price. Shortterm investments Shortterm investments consist of current assets, when they are payable and demandable or designed to sale within the period of 12 months the balance day. Financial resources and shortterm deposits presented in the statement include financial resources in the bank and shortterm deposits of an original date of maturity not exceeding three months. Other financial assets constitute financial resources in the cash machines of Towarzystwo Finansowe SKOK S.A. used in the company's activity. Shortterm accruals Active accruals of costs are performed if they concern future reporting periods. The situation as at the balance day of already incurred expenses, but constituting costs of future financial period and assets constituting the equivalent to incomes included in the financial report of the financial period, not being receivables as at the balance day, in the meaning of law, is included in the item shortterm accruals. The inclusion of this item allows to provide completeness of incomes and commensurability of related costs. Passive accruals of costs are performed at the amount of probable liabilities in the current reporting period. 5

6 FINANCIAL REPORT FOR THE PERIOD FROM 1 st JANUARY TO 30 th JUNE 2011 Currency of the report: the Polish Zloty (PLN) Reserves for liabilities It is valued at least on the balance sheet date in a reasonably justified estimated value. This concerns reserves created for pension benefits and similar certain or to a large extent probable liabilities, whose amounts can be estimated in a reliable manner, in particular for the losses transactions performed, including those due to guarantees given, credit operations, financial effects of the legal action at progress. Shortterm liabilities Liabilities due to deliveries and services are not financial instruments, therefore they are presented in the balance with nominal value. Financial liabilities which are settled according to the agreement by means of issuing financial assets other than financial resources or exchanging for financial instruments valuation according to fair value. Incomes and costs The Company keeps record of indirect costs and draws up the profit and loss statement in a multiplestep variant. Profits and losses are evaluated and included according to the accrual basis i.e. in the periods, which they concern. Income is determined according to the value of fair payment, reduced by VAT, including discounts and rebates. Incomes service provision transactions are included on the basis of sale invoices, which are a reflection of the advancement level of transaction at the balance sheet date. Work benefits Work benefits include remunerations and national insurance collections, paid holidays and sick leaves, bonuses, severance pays due to termination of employment relationship and other nonpaid items forwarded or services. Workers have also the right to pension scheme severance pays which are single payments on retirement, and to longservice bonuses, applicable to workers for each 5 years of work. From January 2008 the Company participates in the pension scheme of workers. On its basis the workers are provided with additional benefit in the form of collections deducted investment funds. These collections are included in the costs of remunerations according to the accrual basis. For each balance sheet date the Company performs the actuarial evaluation of working costs due to future pension scheme severance pays and due to longterm service bonuses with the method of individual entitlements. The aforementioned costs are included as passive accruals, and in the financial report, presented as reserves for liabilities. Costs of external financing External financing costs, which can be directly assigned to the purchase, foundation or production of adapted particular asset, are activated as a part of purchase price or the cost of producing this particular assets. Remaining costs of external financing are included as costs in the period in which they were incurred. Financial result Financial result for a given reporting period includes all incomes and costs of this period as well as incomes tax presented in the profit and loss statement which includes current and deferred part. Income tax Income tax is calculated on the basis of the taxable amount of a given period and includes deferred tax. The deferred part constitutes the difference between the status of reserves and assets due to deferred tax at the end and at the beginning of the reporting period. A particular asset due to deferred incomes tax is included with reference to all negative temporary differences and tax loss possible to deduct, determined with respect to the precautionary principle A particular asset for deferred income tax is included with reference to all positive temporary differences. Assumptions concerning estimations The principles of accounting concerning the main objectives for the future and the source of uncertainties concerning the estimations are given in individual points of the chapter "accounting principles" The nature and the balance value of the estimations as at the balance sheet date, changes in the estimations in the period are presented in individual notes of the report. 6

7 Financial report for the period 1 st January to 30 th June 2011 Currency of the report: the Polish Zloty (PLN) BALANCE AS AT 30 th JUNE 2011 Assets Note as at FIXED ASSETS Intangible assets Fixed tangible assets Longterm receivables 5 33 Investment properties Longterm financial assets Financial assets available for sale 6.1 Other longterm investments Assets due to deferred income tax Assets due to deferred income tax Other longterm accruals 114 CURRENT ASSETS Inventories Shortterm liabilities shortterm receivables affiliated entities shortterm receivables other entities receivables other entities over 12 months loans Receivables due to the current income tax, customs, insurances 88 Other shortterm receivables Shortterm financial assets designed for sale Shortterm assets designed for trading Other shortterm assets loans granted Fixed assets classified as designed for sale Financial resources and their equivalents Financial resources in cash dispensers Shortterm accruals TOTAL ASSETS Liabilities Note as at EQUITY Equity of a dominant entity's shareholders Share capital Own shares (negative value) 16 (60) Supplementary capital the issue of the own shares at their nominal value Other supplementary capital Other reserve capitals Profits (losses) previous years (7 033) (19 319) Financial result of the financial year (6 583) (354) Deductions net profit during the financial year (negative value) Minority shares LIABILITIES AND RESERVES FOR LIABILITIES Reserves for liabilities Reserves due to deferred income tax Reserve for pension benefits and similar longterm shortterm Other reserves Longterm liabilities With respect to affiliated entities With respect to the other entities credits and loans due to the issue of debt securities other financial liabilities other Shortterm liabilities With respect to affiliated entities With respect to the other entities Special funds Passive accruals 25 TOTAL LIABILITIES Gdańsk, 22nd August Person responsible for keeping accounting ledgers Management Board

8 Financial report for the period 1 st January to 30 th June 2011 "PROFIT AND LOSS STATEMENT" FOR THE PERIOD FROM TO Current activity Incomes sales Incomes sales services affiliated entities Incomes the sale of services Incomes the sale of goods and materials Cost of sales (cost of products, services, goods and materials sold) Cost of producing sold products Cost of sold services Cost of sold goods and materials Gross profit (loss) sale Cost of sales Costs of general management Gross profit (loss) sale Other operating income Other operating costs Profit (loss) operating activity Financial incomes Financial costs Profit (loss) before taxes (6 000) (227) Income tax current part 28 deferred part Net profit (loss) the current activity (6 583) (354) Discontinued activity Net profit (loss) discontinued activity 30 Net profit (loss) (6 583) (354) Net profit (loss), this for: Multiplestep variant Note form to (6 583) (354) shareholders of the dominant entity (6 263) (194) minority shareholders (320) (160) Net profit (loss) for one ordinary share: Note PLN/share PLN/share the current activity basic 36 0,1473 0,0037 diluted 36 0,1473 0,0037 z działalności kontynuowanej i zaniechanej basic 36 0,1473 0,0037 diluted 36 0,1473 0,0037 basic diluted Note for the period to Gdańsk, 22 nd August Person responsible for keeping accounting ledgers Mangement Board 8

9 THE LIST OF CHANGES IN THE EQUITY AS AT 30 th JUNE 2011 Detailed list Share capital Supplementar y capital Own chares Other capital reserves Net financial result of the financial year Undistributed financial result Equity in total Balance as at (6 583) (7 033) Changes in the principles (policy) of accounting Balance after changes (6 583) (7 033) Changes in the equity in the period to Profits (losses) due to revaluation Investments available for sale: profits (losses) due to revaluation referred to the equity transferred to profit (loss) sale Instruments protecting cash flows: profits (losses) referred to the equity profits (losses) transferred to the financial result of the period profits (losses) included in the valuation of balance value of protected items Exchange rate differences the valuation of units operating abroad Tax related to items presented in the capital or transferred the capital Net profit presented directly in the equity Net profit for the period to (1 726) (4 293) (6 019) Profits and losses for the period to in total (1 726) (4 293) (6 019) Distribution of financial result Dividends Share capital issued Issue of series H shares Balance as at (8 309) (11 326) Balance as at (8 309) (11 326) Changes in the principles (policy) of accounting Balance after changes (8 309) (11 326) Changes in the equity in the period to Profits (losses) due to revaluation Investments available for sale: profits (losses) due to revaluation referred to the equity transferred to profit (loss) sale Instruments protecting cash flows: profits (losses) referred to the equity profits (losses) transferred to the financial result of the period profits (losses) included in the valuation of balance value of protected items Exchange rate differences the valuation of units operating abroad Tax related to items presented in the capital or transferred the capital increase of capital acquisition of HSO (60) increase of capital issue of series J shares Issue of shares at a premium issue of series J shares Profit carried forrward and supplementary capital of the HSO Company Net profit presented directly in the equity (354) (354) Net profit for the period to (354) (354) Total profits and losses for the period to (7 993) 316 Distribution of financial result (8 309) Distribution of financial result of the HSO Company Dividends Sale of fixed assets Issue of shares Distribution of financial result of HSO Company Balance as at (60) (354) (19 319) Gdańsk, 22 nd August Person responsible for keeping accounting ledgers Mangement Board 9

10 CASH FLOW STATEMENT FOR THE PERIOD FROM TO Indirect method Cash flows operating activity Profit before taxes (6 000) (227) Adjustments: Depreciation Writedowns due to the loss of company's value Writedowns due to the loss of the value of granted loans 660 (Profit) loss investment activity, including the sale of fixed intangible assets (Profit) loss due to exchange rate differences Profits (losses) the valuation of investment properties according to fair value (Profits) losses due to the change in a fair value of financial assets presented according to fair value Costs of interests Share in (profits) losses of affiliated entities Deduction of a negative value of the Company Interest revenue (32) Dividends received Financial resources the operating activity before including changes in the working capital Changes in inventories 36 (300) Change in receivables (3 324) (5 126) Change in liabilities (4 410) Changes in reserves Change in accruals 667 (902) Other adjustments Financial resources generated in the course of operating activity (1 684) Interests paid Deferred income tax Income tax paid Net financial resources the operating activity (1 684) Cash flows operating activity Net incomes due to the issue of shares Increase of share capital (174) Inflows issue of debt securities; bonds Redemption under issue of debt securities; bonds (25 000) Other financial incomes Commercial InvestmentTerm Bills Other financial expenses Commercial InvestmentTerm Bills (73 500) Inflows due to credits and loans incurred Repayments of credits and loans Liabilities repayment due to financial leasing (46) (580) Interests paid (2 221) (3 510) Dividends paid Net financial resources the operating activity (9 294) Note to for the period to Cash flows investment activity Expenses for the purchase of intangible assets and fixed tangible assets (4 175) (3 991) Incomes the sale of intangible assets Expenses for the purchase of properties and intangible assets Incomes the sale of fixed tangible assets Expenses for the purchase of investment properties Incomes the sale of investment properties Expenses for the purchase of financial assets in affiliated entities (3 515) Expenses for the purchase of financial assets available for sale Expenses for the purchase of financial assets designed for trading Incomes the sale of financial assets designed for trading Expenses for purchase of other investments (812) Incomes form sales of other investments Expenses for the purchase of subsidiaries (reduced by the accepted financial resources) Incomes the sale of subsidiaries Incomes the government subsidies received Loans granted (1 500) Loans repayments received 25 Interests received Dividends received Net financial resources used in the investment activity (5 629) (8 297) Net increase (decrease) of the size of financial resources and the equivalents of financial resources Financial resources and their equivalents at the beginning of the period Change in financial resources and their equivalents due to the exchange rate differences Financial resources and their equivalents at the end of the period (3 210) Gdańsk, 22 nd August Person responsible for keeping accounting ledgers Mangement Board 10

11 EXPLANATORY NOTES

12 FINANCIAL REPORT FOR THE PERIOD FROM 1 st JANUARY TO 30 th JUNE 2011 NOTE NO 1 The Extraordinary Meeting of Shareholders of Towarzystwo Finansowe SKOK S.A. by Resolution No 3 of 14th January 2011, by virtue of Art. 506 of the Code of Commercial Companies, pursuant to Art item 1of the Code of Commercial Companies, decided on the merger of Towarzystwo Finansowe SKOK S.A. (acquiring company) and Hardware Sorftware Outsourcing Sp. z o.o. with the registered office in Sopot (acquired company). The merger occurred by means of transfer of assets of the acquired company to the acquiring company for the shares which the Acquiring Company released to the partners of the Acquired Company. On , the District Court GdańskPółnoc in Gdańsk, 7th Commercial Division of the National Court Register registered the merger by the transfer of assets of Hardware Software Outsourcing Sp. z o.o. to Towarzystwo Finansowe SKOK S.A. Due to the merger, the share capital of TF SKOK S.A. has been increased PLN 44,687,754 to PLN 64,585,422, i.e. by PLN 19,897,668, by issue of 19,897,668 of series I ordinary bearer shares at par value of PLN 1.00 each (Merger Shares). Akcje Połączeniowe zostały wydane wspólnikom Spółki Przejmowanej w proporcji wynikającej ze stosunku wymiany udziałów Spółki Przejmowanej na Akcje Połączeniowe.Merger Shares have been released to the partners of the Acquired Company in proportion resulting the exchange rate of shares of the Acquired Company for the Merger Shares. The main purpose of the merger with Hardware Software Outsourcing was creation of a strong and economically stable entity which integrates and concentrates the management of environments complementary to and significant for the SKOK system: IT environment (SkokCom) and technological environment (Center for Service of Cards and Terminals COKiT). The merger should increase the attractiveness of TF SKOK S.A. for investors through increasing of potential, capitalization and efficiency of operating of the Company after the merger. The merger of commercial entities was settled by purchase method which consists in addition of items of assets and liabilities of the acquiring company at their book value and adequate items of assets and liabilities of the acquired company at their fair value established as at the day of the merger. The surplus of the acquisition price over the net assets value according to the statusas at the day of the merger is recognized in the assets of the acquiring company Towarzystwo Finansowe SKOK S.A. as the company's goodwill. acquisition price PLN 22,569k net assets PLN 18,651k goodwill of the company PLN 3,918k The Management Board of Towarzystwo Finansowe SKOK S.A., by Resolution No 1 of 9th February 2011, by virtue of Art. 5 section 2 of the Company Statutes and provision of Art. 368 paragraph 1 of the Code oc Commercial Companies, decided to open a division of the Company in Sopot. The division has been opened on the basis of the assets and organizational structure of the acquired Company Hardware Software Outsourcing Sp. z o.o. The division acts as an independent employer within the meaning of Art. 3 of Act of 26th June 1974 Labour Cod The division is a separate financial entity and maintain its bookkeeping in compliance with its own chart of accounts. 12

13 NOTE 1A INFLUENCE OF THE ACQUIRED ASSETS OF HSO ON THE BALANCE SHEET FINANCIAL for the period to OF TOWARZYSTWO FINANSOWE SKOK S.A. Assets TF TF bez HSO HSO Exclusions of TOTAL as at as at as at internal transactions as at FIXED ASSETS Intangible assets Fixed tangible assets Longterm receivables Investment properties Longterm financial assets Financial assets available for sale Other longterm financial assets Other longterm investments Assets due to deferred income tax Other longterm accruals CURRENT ASSETS Inventories Shortterm liabilities shortterm receivables affiliated entities shortterm receivables other entities receivables other entities over 12 months loans Receivables due to the current income tax, customs, insurances Other shortterm receivables Shortterm financial assets designed for sale Shortterm assets designed for trading Other shortterm assets loans granted Fixed assets classified as designed for sale Financial resources and their equivalents Financial resources in cash machines Shortterm accruals TOTAL ASSETS Liabilities EQUITY Equity of a dominant entity's shareholders Share capital Own shares (negative value) 60 Supplementary capital the issue of own shares at a premium Other supplementary capital Other reserve capitals Profits (losses) previous years Financial result of the financial year Deductions net profit during the financial year (negative value) Minority shares LIABILITIES AND RESERVES FOR LIABILITIES Reserves for liabilities Reserves due to deferred income tax Reserve for pension benefits and similar longterm shortterm Other reserves Longterm liabilities With respect to affiliated entitie With respect to the other entities credits and loans due to the issue of debt securities other financial liabilities other Shortterm liabilitiese With respect to affiliated entities With respect to the other entities Special funds Passive accruals TOTAL LIABILITIES Gdańsk, 22 nd August Person responsible for keeping accounting ledgers Mangement Board

14 NOTE NO 1B TF TF bez HSO HSO TOTAL INFLUENCE OF RESULT OF OPERATIONS OF HSO ON THE FINANCIAL RESULT OF TOWARZYSTWO FINANSOWE SKOK S.A.FOR the period to form to to to to Current activity Incomes sales including incomes sales services affiliated entities Incomes the sale of services Incomes the sale of goods and materials Cost of sales (cost of products, services, goods and materials sold) Cost of producing sold products Cost of sold services Cost of sold goods and materials Gross profit (loss) sales Cost of sales Costs of general management Gross profit (loss) sales Other operating income Other operating costs Profit (loss) operating activity Financial incomes Financial costs Profit (loss) before taxes (6 000) (1 435) (1 147) (4 037) (227) Income tax current part deferred part Net profit (loss) the current activity Discontinued activity 583 (6 583) 36 (4 073) (354) Net profit (loss) the discontinued activity Net profit (loss) (6 583) (4 073) (354) Net profit (loss), this for: (6 583) (4 073) (354) shareholders of the dominant entity (6 263) (194) minority shareholders (320) (160) Net profit (loss) for one ordinary share: PLN/share PLN/share the current activity basic (0,1473) (0,0037) dilluted (0,1473) (0,0037) z działalności kontynuowanej i zaniechanej basic (0,1473) (0,0037) dilluted (0,1473) (0,0037) Gdańsk, 22 nd August Person responsible for keeping accounting ledgers... Mangement Board 14

15 NOTE NO 2 INTANGIBLE ASSETS IN THE PERIOD FROM TO Detailed list Goodwill Patents and licences; software Costs of development works Advance payment for intangible assets Total Net balance value as at Gross increases due to purchase Purchase due to the merger of commercial entities i.e. HSO Company Gross reductions due to sale, liquidations Increases or reductions resulting the transfer to intangible assets Writedowns due to the asset impairment Reversal of writedowns Increase of writeoff for the period (depreciation) (1 189) Reduction of writeoff in the period Exchange rate differences Other changes Net balance value as at (1 189) Status as at Gross balance value The amount of the hitherto writeoff and writedowns Net balance value (4 141) (4 141) Status as at r. Gross balance value The amount of the hitherto writeoff and writedowns Net balance value (7 698) (7 698) The goodwill of Hardware Software Outsourcing Sp. z o.o. as at the day of the merger ( ) has been established for PLN 3,918k as a surplus of the acquisition price over the net fair value of assets. The intangible assets are the property of the company and do not constitute a subject of liabilities security. There are no offbalance intangible assets. 15

16 NOTE NO 3 FIXED TANGIBLE ASSETS IN THE PERIOD FROM TO Buildings Detailed list Lands and structure s Net balance value as at Machines and devices Means of transport 548 Other fixed assets Fixed assets under construction Total Gross increases due to purchase Purchase due to the merger of commercial entities i.e. HSO Company Gross reductions due to sale, liquidations (70) Assets held for sale Increases or reductions resulting the transfer to fixed tangible assets Writedowns due to the asset impairment Reversal of writedowns Increase of writeoff for the period (depreciation) Reduction of writeoff in the period Depreciation Exchange rate differences Other changes transfers among fixed tangible assets groups Net balance value as at 972 (123) (982) (58) (6) (163) (2 423) (164) (134) (48) (3 691) Gross balance value The amount of the hitherto writeoff and writedowns Net balance value Status as at (518) (1 056) (432) (6 128) (8 134) Gross balance value The amount of the hitherto writeoff and writedowns Status as at (1 160) (4 537) (924) (8 749) (15 370) Net balance value The intangible assets are the property of the company and do not constitute a subject of liabilities security, in particular they are not subject to martgage, pledge, etc. There are no offbalance intangible assets. Depreciation of tangible assets is referred to the overhead costs and the costs of producing of sold products. In the presented period no writedowns were made due to the asset impairment and no writedowns were reversed due to the asset impairment. 16

17 NOTE NO 4 WRITEDOWNS DUE TO THE ASSET IMPAIRMENT IN THE PERIOD FROM TO In the current reporting period, as well as in previous reporting periods it was not necessary to make writedowns due to the asset impairment of fixed tangible assets. NOTE NO 5 LONGTERM RECEIVABLES IN THE PERIOD FROM TO. Detailed list Value at the beginning of the period Increase (reduction) in fair value during the period Value at the end of the period to for the period to The Company acquirred a longterm receivable due to the aquisition of Hardware Software Outsourcing on NOTE NO 6 LONGTERM FINANCIAL ASSETS IN THE PERIOD FROM TO Loans granted Detailed list to for the period to Status at the beginning of the period increases interest reductions loan repayments writedowns prequalification to assets held for sale Status at the end of the period Stocks and shares Status at the beginning of the period increase purchase of shares of Kasa Krajowa (Acquisition of assets of HSO) 5 increase purchase of shares of Kasa Krajow reductions (writedown) increase purchase of shares of TZ SKOK Sp. z o.o. S.K A Status at the end of the period Total status at the end of the period On 31 st January 2011 the Management Board of Towarzystwo Finansowe SKOK S.A. declared the intent to take up 35,150 shares of Krajowa Spółdzielcza Kasa OszczędnościowoKredytowa. By resolution No 6 of 28 th April 2011 of the Management Board of KSKOK the consent was given to purchase of 35,150 shares at par value of PLN each, for the total amount of PLN 3,515,000. The resources were transfered to the bank account of Kasa Krajowa on 2 nd May On the Company became the owner of 11 shares at par value of PLN each by acquisition of Hardware Software Outsourcing. At the day of report the Company owns shares of KSKOK for a total amount of PLN 3,520k. Pursuant to Art. 431 paragraph 2 item 1 of the Code of Commercial Companies 43,312,500 of ordinary shares of Towarzystwo Zarządzające SKOK Sp. z o.o. spółka komandytowoakcyjna were purchased at par value PLN 1.00 each. Value of the inkind contribution was calculated at the amount of PLN 86,625,

18 NOTE NO 6.1 FINANCIAL ASSETS AVAILABLE FOR SALE IN THE PERIOD FROM TO Detailed list Loans granted available for saley Status at the beginning of the period increases reductions sales repayment of assignment Status at the end of the period to for the period to Assessment of risk related to finacial instruments is included in the note "risk management and safety measures". NOTA NR 7 OTHER LONGTERM INVESTMENTSIN THE PERIOD FROM TO Value at the beginning of the period Value at the end of the period Detailed list to longterm investments at the day of acquisition of assets of HSO Company purchase of longterm investments increases or reductions due to revaluation writedown for the period to The balance of other longterm investments includes movable assets acquired with assets of Hardware Software Outsourcing. These movable assets are leased to other entites according to the Agreement. In the reporting period the Company incurred expenditures for the amount of PLN 812k for the abovementioned investments (1 324)

19 NOTE NO 8 ASSETS DUE TO DEFERRED TAX FOR THE PERIOD FROM TO referred to the financial result of the acquired HSO Company referred to the financial result of the period with respect to negative temporary differences (due to) creating of reserve for work benefits Change in assets due to deferred income tax Assets due to deferred income tax at the beginning of the period, including: referred to the financial result of TF SKOK S.A. referred to the equity referred to the goodwill Increases balance valuation of settlements tax losses to be deducted in the following years interest of bonds valuation unpaid remunerations and social insurance premiums Reductions referred to the financial result of the period with respect to negative temporary differences (due to) to for the period to writedown on the value of syndicated loans granted dissolution of the asset created in the previous period Assets due to deferred income tax at the beginning of the period, including: referred to the financial result referred to the equity referred to the goodwill or badwill (376) 19

20 NOTE NO 9 INFORMATION ON AFFILIATED ENTITIES IN THE PERIOD FROM TO In compliance with IAS 24 the Company identified the affiliated entites. The following entites are regarded as affiliated: Affiliated entites Relationship Period Sales to affiliated entities Purchase affiliated entities Receivables affiliated entities Liabilities with respect to affiliated entities SKOK Holding S.a.r.l. Krajowa Spółdzielcza Kasa Oszczędnościowo Kredytowa Spółdzielcza Kasa Oszczędnościowo Kredytowa im. F. Stefczyka dominant entity, capital ties; capital and personal ties capital and personal ties Hardware Software Outsourcing Sp. z o.o. Fundacja na rzecz Polskich Związków Kredytowych FPZK Inwestycje Sp. z o.o. Towarzystwo Ubezpieczeń Wzajemnych SKOK S.A. Towarzystwo Ubezpieczeń na Życie SKOK S.A. Asekuracja Sp. z o.o. Media SKOK Sp. z o.o. Towarzystwo Funduszy Inwestycyjnych SKOK S.A. Towarzystwo Zarządzające SKOK Sp. z o.o.spółka KomandytowoAkcyjna Ecco Travel Sp. z o.o. ecard S.A. Global Cash personal ties, acquisition of the company by TF SKOK S.A. on other affiliated entity: personal ties other affiliated entity: personal ties under control of the same entity and personal ties under control of the same entity and personal ties under control of the same entity and personal ties under control of the same entity and personal ties capital and personal ties other affiliated entity: personal ties other affiliated entity: personal ties other affiliated entity: personal ties acquisition of the company by TF SKOK S.A. on Status as at: Status as at: All transactions conducted in presented periods were of market character and were conducted at arm's length. No transactions with executives (members of the management board and supervisory board) were conducted. 20

21 Information on transactions and unreconciled settlements with Krajowa Spółdzielcza Kasa Oszczędnościowo Kredytowa. Transakcje z Krajową Spółdzielczą Kasą OszczędnościowoKredytową dostawca Trademark Transactions concerning VISA card transactions Transaction concerning MasterCard card transactions Transactions concerning VISA ecommerce Transactions concerning MasterCard ecommerce Transactions concerning POS terminals VISA transactions Advertisementpromotion fund POS terminals project Other services Gross value at the end of the period: in the period to Transactions with Krajowa Spółdzielcza Kasa OszczędnościowoKredytowa purchaser Incomes due to VISA and MasterCard card transactions Reinvoices for electricity Sales of commercials Maintenance services of IT systems mainteneace and updating of internet portals Changes and implementation of new functionalities in IT systems Gross value at the end of the period: in the period to Incomes due to cash dispenser transactions Liabilities with Krajowa Spółdzielcza Kasa OszczędnościowoKredytowa payment for operating of VISA transactions for 05/2011 payment for operating of VISA transactions for 06/2011 r. payment for operating of MasterCard transactions for 06/2011 r. Unsettled prediction card and ecommerce transactions Advertisementpromotion fund Loan guarantee Commercial InvestmentTerm Bills Value at the end of the period: balance as at r payment: and paid July settlement paid July 2011 paid August 2011 paid July 2011 settlement* Note No 23 * According to the agreement concerning injections of cash to cash machines operated by COKiT system for payments of Recevaibles with Krajowa Spółdzielcza Kasa OszczędnościowoKredytowa balance as at r. Cash machine transactions within COKiT systemt zapłacone lipiec 2011 r. Ecommerce payments 553 zapłacone lipiec 2011 r. Due to reinvoicing 2 zapłacone lipiec 2011 r. Due to IT services 54 zapłacone lipiec 2011 r. Value at the end of the period: settlement 21

22 Information on transactions and unreconciled settlements with other affiliated entities. Balance of liabilities with Spółdzielcza Kasa OszczędnościowoKredytowa im. Franciszka Stefczyka at the end of the reporting perioda amounts to PLN 16k. Transaction of purchase (PLN 78k) is a result of expenses for commision remuneration for coordination of works related to Vattenfall transaction (liability for transaction in June in the amount of PLN 12k was settled in July 2011). The amount of PLN 36k concerning an incentive bonus for january 2011 for rendering the market of Western Union transactions accessible. Next PLN 24k results lease of space in SKOK branches (liability for lease in June in the amount of PLN 4k was settled in July 2011) and 38k for lease of office space. Balance of unsettled liabilities amounts to PLN 6,536k, an amount of PLN 6,150k was paid in July Sales transactions (PLN 16,653k) concerned: monthly charge for service of cash machines and POS terminals; costs related to placing of cash machines; sending and issue of PIN codes to payment cards for SKOK members; sales of services of IT outsourcing; servicing and implementation of new functionalities in IT systems, Call Center services; ebanking services. There are no transactions of purchase and sales with Hardware Software Outsourcing Sp. z o.o. (HSO Sp. z o.o.). On the merger of the companies took place. In presented periods TF SKOK S.A. conducted no transactions with SKOK Holding S.a.r.l seated in Luxembourg. There are no transactions of purchase and sales with Fundacja na rzecz Polskich Związków Kredytowych. Transactions of purchase with FPZK Inwestycje Sp. z o.o. for the amount of PLN 256k concerned a service of lease of office space. The balance of liabilities with Towarzystwo Ubezpieczeń Wzajemnych SKOK S.A. as at amounts to PLN 86k. Transactions of purchase for the amount of PLN 69k concerned insurance policies. The range of insurance comprises cash values in cash dispensers fire and other disruption events, cash values in cash dispensers burglary and theft and cash dispensers all risks. Policies are paid in installments at due date. Transactions of sales amounting to PLN 421k concern sales of goods and IT services, including: maintenance of software, implementing of changes and new functionalities in IT systems. Balance of unpaid liabilities amounts to PLN 244k fully settled. The balance of liabilities with Towarzystwo Ubezpieczeń na Życie SKOK S.A. as at amounts to PLN 2k. Transactions of purchase for the amount of PLN 13k concern corporte insurance for Company's employees. Transactions of sales for the amount of PLN 262k concern sales of goods and IT services, including: maintenance of software, implementing of changes and new functionalities in IT systems. Balance of unpaid liabilities amounts to PLN 187k settled. Transactions of sales with Asekuracja Sp. z o.o. amounting to PLN 223k concern sales of goods and IT services, including: maintenance of software. Balance of unpaid liabilities amounts to PLN 7k fully settled. 22