Board of Integer.pl S.A.

Transcription

1 Audit of financial statements (Audit) - Tax advisory services - Accounting AdAc Sp. z o.o. ul. Walerego Sławka 8a Kraków Tel. +48 (12) Fax +48 (12) adac@adac.pl Independent auditor's report for the General Meeting of Shareholders and the Supervisory Board of Integer.pl S.A. We have audited the accompanying consolidated financial statements of the Capital Group Integer.pl S.A. (hereinafter referred to as the "Group"), where the parent company is Integer.pl S.A. (hereinafter referred to as the "Company"), based in Cracow at 130 Malborska Street, including: (a) (b) a consolidated statement of the financial position as at 31 December which presents the total balance of assets, equity and liabilities in the amount of PLN 282,849 thousand; a consolidated statement of comprehensive income for the financial year from 1 January to 31 December which presents the total comprehensive income in the amount of PLM 22,854 thousand; (c) a consolidated statement of changes in equity for the financial year from 1 January to 31 December 2010 which presents an increase in equity by PLN 23,394 thousand; (d) (e) a consolidated statement of cash flows for the financial year from 1 January to 31 December which presents a decrease in cash by the amount of PLN 13,641 thousand; notes to the consolidated financial statements. The Company's Management Board is responsible for the preparation of the consolidated financial statement and the report on operations in accordance with the applicable regulations. Our responsibility was to present our opinion on the consolidated financial statement, based on the conducted audit. The Head of the unit and members of the Supervisory Board or another body supervising the Company are required to ensure that the consolidated financial statements and the report on operations meet the requirements provided for in the Accounting Act of 29 September 1994 (Journal of Laws of 2009, No. 152, item 1223, as amended), hereinafter referred to as the "Accounting Act". Our responsibility was to audit and express our opinion on the compliance with the applicable accounting principles (policy) of these consolidated financial statements and to state whether it presents in an accurate and clear manner, in all relevant aspects, the Group's financial and economic position, as well as its financial result and the accuracy of accounts forming the basis for our audit. The Company is entered in the National Court Register under the KRS No Share capital in the amount of PLN 50,000. Composition of the Management Board: Sławomir Szurman - President, Jarosław Wdowiak. NIP: , REGON

2 Independent auditor's report for the General Meeting of Shareholders and the Supervisory Board of Integer.pl S.A. (cont.) The audit was conducted in accordance with the following laws and regulations applicable in the Republic of Poland: (a) provisions of Chapter 7 of the Accounting Act; (b) auditing standards issued by the National Council of Auditors in Poland. The audit of the consolidated financial statements was planned and conducted in such a manner as to obtain reasonable assurance that would allow for the expression an opinion on these statements. In particular, the audit included the examination of the correctness of the accounting principles (policy) and significant estimates applied by the Group, the examination - mostly at random - of accounting evidence and records supporting the figures and information presented in the consolidated financial statements, as well as the comprehensive assessment of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. The report on the operations of the Group for the financial year from 1 January to 31 December is complete within the meaning of Art. 49(2) of the Accounting Act and the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information disclosed by issuers of securities, and the information included therein, derived from the audited consolidated financial statements, are consistent with it. In our opinion, the accompanying financial statements, in all material aspects: (a) (b) (c) present a true and fair view of all the information relevant for the assessment of the Group's financial standing as at 31 December, and of its financial result for the financial year from 1 January to 31 December ; were drawn up in line with the International Accounting Standards, International Financial Reporting Standards and applicable interpretations announced in regulations of the European Commission, and within the scope not covered by the Standards, in line with the requirements of the Accounting Act and applicable secondary legislation, and based on the correctly maintained books of accounts; are consistent with the legal regulations and the provisions of the Company's Articles of Association applicable to the consolidated financial statement. Acting on behalf of AdAc Sp. z o.o.: Sławomir Szurman Key Certified Auditor Registration Number Sławomir Szurman President of the Management Board Certified Auditor Registration Number Cracow, 26 April 2012 AdAc Sp. z o.o. The company entered on the list of entities authorised to audit financial statements under number 2785

3 Integer.pl S.A. Capital Group Supplementary Report on the Audit of the Consolidated Financial Statements for the financial year from 1 January to 31 December

4 Audit of financial statements (Audit) - Tax advisory services - Accounting AdAc Sp. z o.o. ul. Walerego Sławka 8a Kraków Tel. +48 (12) Fax +48 (12) adac@adac.pl Supplementary Report on the Audit of the Consolidated Financial Statements for the General Meeting of Shareholders and the Supervisory Board of Integer.pl S.A. This report has been prepared in connection with the audit of the consolidated financial statements of the Integer.pl S.A. Capital Group, based in Cracow, at 130 Malborska Street (hereinafter referred to as the "Group"). The audit covered the consolidated financial statements including the following: (a) (b) a consolidated statement of the financial position as at 31 December which presents the total balance of assets, equity and liabilities in the amount of PLN 282,849 thousand; a consolidated statement of comprehensive income for the financial year from 1 January to 31 December which presents the total comprehensive income in the amount of PLM 22,854 thousand; (c) a consolidated statement of changes in equity for the financial year from 1 January to 31 December 2010 which presents an increase in equity by PLN 23,394 thousand; (d) (e) a consolidated statement of cash flows for the financial year from 1 January to 31 December which presents a decrease in cash by the amount of PLN 13,641 thousand; notes to the consolidated financial statements. The consolidated financial statements have been signed by the Management Board of the parent company on 26 April The report should be read in conjunction with the independent auditor's opinion for the General Meeting of Shareholders and the Supervisory Board of Integer.pl S.A. of 26 April 2012 on the aforementioned consolidated financial statements. The Company is entered in the National Court Register under the KRS No Share capital in the amount of PLN 50,000. Composition of the Management Board: Sławomir Szurman - President, Jarosław Wdowiak. NIP: , REGON

5 Integer.pl S.A. Capital Group Supplementary Report on the Audit of the Consolidated Financial Statements for the financial year from 1 January to 31 December The opinion on the consolidated financial statements expresses the general conclusion drown from the conducted audit. The conclusion does not constitute the sum of audit results of individual items of the statements or issues, but it assumes that individual settlements are given appropriate weight (importance) that takes into account the impact of the facts noted on the reliability and correctness of the financial statements. The report contains 13 numbered pages and it is composed of the following parts: Opinia niezależnego biegłego rewidenta Dla Walnego Zgromadzenia Akcjonariuszy i Rady Nadzorczej Integer.pl S.A. 1 Opinia niezależnego biegłego rewidenta Dla Walnego Zgromadzenia Akcjonariuszy i Rady Nadzorczej Integer.pl S.A. (cd.)... 2 Grupa Kapitałowa Integer.pl S.A Raport uzupełniający opinię z badania skonsolidowanego sprawozdania finansowego Dla Walnego Zgromadzenia Akcjonariuszy i Rady Nadzorczej Integer.pl S.A Grupa Kapitałowa Integer.pl S.A Grupa Kapitałowa Integer.pl S.A I. Ogólna charakterystyka Grupy Kapitałowej (c.d.)... 7 II. Informacje dotyczące przeprowadzonego badania... 8 III. Charakterystyka wyników i sytuacji finansowej Grupy... 9 IV. Charakterystyka wybranych pozycji sprawozdania finansowego (cd.) IV. Charakterystyka wybranych pozycji sprawozdania finansowego (cd.) Przedstawienie sytuacji majątkowej i finansowej oraz wyniku finansowego Grupy IV. Charakterystyka wybranych pozycji sprawozdania finansowego Zależna (cd.) Kapitał własny - jednostka dominująca V. Stwierdzenia niezależnego biegłego rewidenta V. Stwierdzenia niezależnego biegłego rewidenta (cd.) I. Acting on behalf of AdAc Sp. z o.o.: Page Sławomir Szurman Key Certified Auditor Registration Number Sławomir Szurman President of the Management Board Certified Auditor Registration Number Cracow, 26 April 2012 AdAc Sp. z o.o. The company entered on the list of entities authorised to audit financial statements under number 2785

6 Integer.pl S.A. Capital Group Supplementary Report on the Audit of the Consolidated Financial Statements for the financial year from 1 January to 31 December I. General characteristics of the Capital Group PARENT COMPANY LEGAL FORM REGISTERED OFFICE/ADDRESS OF THE PARENT COMPANY'S MANAGEMENT BOARD Integer.pl S.A. Spółka Akcyjna (Joint-Stock Company) Cracow, ul. Malborska 130 TELEPHONE/FAX NO. Tel.: +48 (0) , Fax: +48 (0) NCR (NATIONAL COURT REGISTER) PARENT COMPANY SET-UP DATE NIP (Tax Identification Number) REGON (National Business Registry Number) SHARE CAPITAL OF THE PARENT COMPANY AUTHORITIES OF THE PARENT COMPANY PARENT COMPANY'S LINE OF BUSINESS District Court for the City of Kraków-Śródmieście Date of the registration in the NCR: r. NCR (KRS) Number: The parent company was established in the result of the transformation of the company Integer.pl Sp. z o.o. into a joint-stock company under the Resolution of the Meeting of Shareholders of 26 February 2007, Repertory A No. 3243/ As at 31 December, the share capital of the parent company amounted to PLN 5,937,745 and was composed of 5,937,745 shares with a value of PLN 1 each. General Meeting of Shareholders Supervisory Board Management Board In, the core business of the parent company was the provision of distribution services. MANAGEMENT OF THE PARENT COMPANY SUPERVISORY BOARD OF THE PARENT COMPANY As at the date of the opinion the Management Board of the parent company was composed of: Mr Rafał Brzoska - President of the Management Board, Mr Krzysztof Kołpa - Member of the Management Board. There were no changes in the composition of the Management Board in the financial year and in the period from the balance sheet date to the date of the opinion. As at the date of the opinion, the Supervisory Board of the parent company was composed of: Ms Anna Izydorek - Brzoska, Mr Krzysztof Setkowicz, Mr Artur Olszewski, Mr Rafał Abratański, Mr Zbigniew Popielski. There were no changes in the composition of the Supervisory Board in. EMPLOYMENT As at 31 December the Group employed 844 people.

7 I. General characteristics of the Capital Group (cont.) The consolidated financial statements of the Group include the following entities: Name of the entity Capital relations (% of ownership) Consolida tion method Entity auditing the financial statements Type of opinion End of financial year Integer.pl S.A. Parent company Not applicable AdAc Sp. z o.o. Unqualified 31 December InPost Sp. z o.o. Subsidiary (99.9%) Full AdAc Sp. z o.o. Unqualified 31 December InPost Finanse Sp. z o.o. Subsidiary (51.0%) Full AdAc Sp. z o.o. Unqualified 31 December InPost Logistyka Sp. z o.o. Subsidiary (100.0%) Full AdAc Sp. z o.o. Unqualified 31 December InPost Paczkomaty Sp z o.o. Subsidiary (75.0%) Full The company is not subject to auditing Not applicable 31 December InltTec Sp. z o.o. Subsidiary (100.0%) Full Strategie Audit Sp. z o.o. Not applicable 1 31 December 1 As at the date of the opinion on the consolidated financial statements, the opinion on the audit of the subsidiary InltTec Sp. z o.o. was not received.

8 II. Information on the audit (a) (b) (c) AdAc Sp. z o.o. was appointed the auditor of the Company by Resolution of the Supervisory Board No. 07/06/ under Art. 17 of the Company's Articles of Association, on 29 June. On behalf of the authorised entity, the audit of the financial statements was conducted under the supervision of a certified auditor Sławomir Szurman, entered on the list of certified auditors under the number AdAc Sp. z o.o. and the key auditor conducting the audit are independent of the audited entity within the meaning of Art. 56 of the Act of 7 May 2009 on certified auditors and their self-governing council, entities authorized to audit financial statements and on public supervision /Journal of Laws of 2009, No. 77, item 694/. (d) The audit was conducted under the agreement concluded on 1 August, in the period from 23 to 26 April.

9 III. Characteristics of the Group's results and financial position The comments presented below are based on the knowledge obtained during the audit of the consolidated financial statements. In the audited year, the following phenomena had a significant impact on the financial result and the financial position of the Group as at the balance sheet date: At the end of the financial year Group's assets amounted to PLN 282,849 thousand. During the year, the balance sheet total increased by PLN 82,940 thousand, i.e. by 41.5%, mainly due to the increase in the value of trade and other receivables in total by PLN 35,805 thousand. The debt rate of the Group in the financial year increased and it amounts to 66% compared to 64% at the end of last year. The liabilities incurred mostly financed investments in tangible fixed assets and intangible assets. Total sales revenues amounted to PLN 248,960 thousand and increased by 23.0% compared to the previous year. The core business of the Group in the current financial year was the provision of advertising services, including the distribution of advertising materials and the provision of postal services. Operating expenses of the Group amounted to PLN 229,066 thousand and increased compared to the previous year by PLN 42,018 thousand, i.e. 22.5%. The largest items of costs by type were external services constituting 62.3% of total operating expenses. The profitability of the Grouped, measured both by the gross profit on sales and net profit on sales, was 9%. In comparison to the previous year, the return on gross sales ratio decreased by one percentage point, while the return on net sales ratio increased by 1 percentage point. The largest item of assets at the end of constituted tangible fixed assets whose total value amounted to PLN 99,630 thousand, i.e. 35.2% of total assets. In comparison to the previous year, their value increased by PLN 6,022 thousand, i.e. 6.4%. The main reason for the increase in the value of tangible fixed assets was the development of the self-service parcel machine network. The second largest item of assets at the end of constituted trade and other receivables with the value of PLN 83,218 thousand, i.e. 29.4% of total assets and increased compared to the previous year by PLN 35,805 thousand, i.e. by 75.5%. Liquidity ratios I and II amounted to 1.2 and 1.12 respectively, at the end of the current year and increased compared to the end of the previous year when they amounted to 1.12 (liquidity ratio I) and 1.09 (liquidity ratio II). The consolidated financial statements have been prepared on the going-concern basis.

10 IV. Characteristics of selected items of the consolidated financial statements CONSOLIDATED STATEMENTS OF THE FINANCIAL POSITION as at 31 December Assets PLN ' PLN '000 Change PLN '000 Change % Structure % Structure % Fixed assets Goodwill % 0.7% 1.7% Other intangible assets % 9.5% 9.0% Tangible fixed assets % 46.9% 35.2% Investments in subsidiaries % 0.1% 0.2% Other long-term financial assets % 2.2% 6.8% Deferred tax assets % 1.1% 2.1% Other fixed assets % 0.8% 0.6% % 61.3% 55.6% Current assets Inventory % 1.0% 3.0% Other financial assets % 2.6% 6.9% Trade and other receivables % 23.7% 29.4% Other current assets % 0.7% 2.3% Cash and cash equivalents % 10.7% 2.8% % 38.7% 44.4% Total assets % 100.0% 100.0%

11 IV. Characteristics of selected items of the consolidated financial statements (cont.) CONSOLIDATED STATEMENTS OF THE FINANCIAL POSITION as at 31 December Subsidiary (cont.) Liabilities PLN ' PLN '000 Change PLN '000 Change % Structure % Structure % Equity capital Share capital % 3.0% 2.1% Supplementary capital % 25.0% 23.7% Retained earnings % 8.4% 8.2% Non-controlling shares % 0.1% 0.0% % 36.5% 34.0% Liabilities and provisions for liabilities Long-term loans, bank loans, leases and bonds % 11.4% 15.4% Other long-term provisions and deferred income % 15.5% 11.5% Long-term liabilities % 2.1% 2.1% Trade and other payables % 13.3% 15.8% Current tax liabilities % 1.7% 2.3% Short-term loans, bank loans, leases and bonds % 17.2% 14.5% Short-term provisions and deferred income % 2.3% 4.4% % 63.5% 66.0% Total liabilities % 100.0% 100.0%

12 IV. Characteristics of selected items of the consolidated financial statements (cont.) CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the financial year from 1 January to 31 December 2010 PLN '000 PLN '000 Change PLN '000 Change % 2010 Structure % Structure % Revenues from sales % 100.0% 100.0% Other operating revenues % 4.0% 3.4% Total revenues % 104.0% 103.4% Amortisation and depreciation % 5.2% 5.8% Materials and energy consumption % 2.3% 2.4% External services % 56.0% 57.2% Taxes and fees % 0.5% 0.6% Salaries % 17.5% 14.2% Social insurance and other benefits % 1.4% 1.5% Other expenses by type % 2.5% 1.6% Value of goods and materials sold % 4.9% 7.6% Other operating expenses % 2.1% 1.1% Total operating expenses % 92.4% 92.0% Operating profit (loss) % 11.6% 11.4% Financial revenues % 0.4% 1.6% Financial expenses % 2.0% 3.5% Profit (loss) before tax % 10.0% 9.5% Income tax % 1.9% 0.3% Net profit (loss) from continuing operations % 8.2% 9.2% Net profit (loss) % 8.2% 9.2%

13 IV. Characteristics of selected items of the consolidated financial statements (cont.) Presentation of the economic and financial position and the financial results of the Group Business activities of the Group, its financial results and profitability for the financial period and the economic and financial position as at the balance sheet day compared to the period preceding are characterised by the following ratios: Activity ratios receivables turnover ratio 97 days 70 days 30 days - inventory turnover ratio 10 days 4 days 8 days Profitability ratios - return on net sales 8% 8% 9% - return on gross sales 10% 10% 9% - general return on capital 34% 26% 27% Debt ratios 61% 64% 66% - debt rate Liquidity ratios liquidity I liquidity II

14 IV. Characteristics of selected items of the consolidated financial statements Subsidiary (cont.) Equity - parent company As at 31 December, the structure of the parent company's share capital was as follows: Shareholder Group of shares held A&R Investments LTD % L.S.S. Holdings Limited 9.23% Generali Otwarty Fundusz Emerytalny (Open Pension 5.33% Fund) Nordea Otwarty Fundusz Emerytalny (Open Pension 5.31% Fund) Other shareholders: 39.50% Total: % Consolidated net profit in the previous financial year amounted to PLN 16,519 thousand. The financial statements of the Group for the previous financial year were approved by Resolution No. 13/06/ of the General Meeting of Shareholders of 29 June. V. Independent auditor's statements (a) (b) (c) (d) (e) (f) (g) (h) In the course of the audit, the Management Board of the parent company presented the required information, explanations and representations necessary for the purposes of auditing the consolidated financial statements. The scope of the audit was not limited. There were no significant deviations from the principles of consolidation as specified in the Accounting Act, regulations issued thereunder and international accounting standards. The parent company maintains the consolidation documentation in an accurate and comprehensive manner. Exclusions, adjustments and other consolidation procedures are documented in a transparent manner. The accounting policies, methods of measurement and disclosure of data adopted in the Group are consistent with the applicable laws and are applied consistently. The report on the operations of the Capital Group takes into account the issues required by the provisions of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information disclosed by issuers of securities, and the information included therein, derived directly from the audited consolidated financial statements, is consistent with it. No significant violations of the law or the Articles of Association of the Parent Company were found that would affect the consolidated financial statements. Equity consolidation and determination of the minority capital were carried out properly.

15 (i) The results of the sale of all or part of shares in entities included in the consolidation were disclosed in a proper manner. (j) The exclusions of inter-company settlements Subsidiary (payables and receivables) and internal turnover Subsidiaries (revenues and costs) were made properly. (k) Calculation of the goodwill of subsidiaries and its recognition in the financial statements were made properly. (1) Notes to the consolidated financial statements, including a description of significant accounting principles and other explanatory information, present all significant information required under the International Financial Reporting Standards. (m) The consolidated financial statements for the previous year was audited by the key certified auditor Sławomir Szurman, acting on behalf of AdAc Sp. z o.o. The auditor issued an unqualified opinion. V. Independent auditor's statements (cont.) (n) Consolidated financial statements of the Group for the financial year from 1 January to 31 December 2010 were submitted in the National Court Register on 15 July. The statements were published in Monitor Polski B No. 357 on 26 January 2012.