AB S.A. CAPITAL GROUP UL. KOŚCIERZYŃSKA WROCŁAW

Transcription

1 AB S.A. CAPITAL GROUP UL. KOŚCIERZYŃSKA WROCŁAW CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JULY 2011 TO 30 JUNE 2012 WITH STATUTORY AUDITOR'S OPINION AND THE AUDIT REPORT

2 TABLE OF CONTENTS CONSOLIDATED ANNUAL REPORT GROUP OF AB CAPITAL GROUP FOR THE PERIOD FROM 1 JULY 2011 TO 30 JUNE 2012 SELECTED FINANCIAL FIGURES CONVERTED TO EUR MANAGEMENT BOARD STATEMENT ON RELIABILITY OF THE FINANCIAL STATEMENTS DECLARATION OF THE MANAGEMENT BOARD REGARDING THE ENTITY AUTHORISED TO INSPECT FINANCIAL STATEMENTS LETTER OF THE PRESIDENT OF THE MANAGEMENT BOARD INDEPENDENT STATUTORY AUDITOR S OPINION TO THE SHAREHOLDERS AND SUPERVISORY BOARD OF AB S.A REPORT SUPPLEMENTING THE OPINION ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS OF A.B. S.A. CAPITAL GROUP FOR THE PERIOD FROM 1 JULY 2011 TO 30 JUNE I. GENERAL INFORMATION Parent Company identification data Information on consolidated financial statements for the previous financial year Identification data of the entity authorized to audit the financial statements and the statutory auditor performing the audit on its behalf Data availability and statements of the entity s management Assets and financial status of the Capital Group... 9 II. DETAILED INFORMATION Information on the audited consolidated financial statements Consolidation documentation Completeness and accuracy of the introduction to the financial statements, additional information and notes and report of the entity s activity Final information and findings CONSOLIDATED FINANCIAL STATEMENTS OF AB CAPITAL GROUP FOR THE PERIOD FROM 1 JULY 2011 TO 30 JUNE 2012 MANAGEMENT BOARD REPORT ON THE OPERATIONS OF THE AB CAPITAL GROUP FOR THE PERIOD FROM 1 JULY 2011 TO 30 JUNE 2012 REPORT ON THE AB S.A COMPLIANCE WITH THE CORPORATE GOVERNANCE RULES FROM 1 JULY 2011 TO 30 JUNE 2012

3 INDEPENDENT STATUTORY AUDITOR S OPINION To the Shareholders and Supervisory Board of AB S.A. We have audited the enclosed financial statements of AB S.A. Capital Group for which the A.B. S.A. Company with its office in Wrocław, ul. Kościerzyńska 32 is the Parent Company, comprising: - Consolidated statement on financial position made as at 30 June 2012 with total assets and total liabilities of TPLN 1,090,010, - consolidated total income statement for the period from 1 July 2011 to 30 June 2012, disclosing net profit in the amount of TPLN 47,757 and total income of TPLN 48, statement of changes in consolidated equity for the period from 1 July 2011 to 30 June 2012 showing the equity increase by the amount of TPLN 48,519, - consolidated cash flow statement for the period from 1 July 2011 to 30 June 2012, showing increase in cash by TPLN 23, - notes to the consolidated financial statements. The body responsible for the preparation of consolidated financial statements and a report on the Capital Group operations in compliance with the effective laws is the Management Board of the Parent Company. The Management Board of the Parent Company and the members of its Supervisory Board are obliged to ensure that the consolidated financial statements and the report on operations complied with the requirements set forth 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 task was to audit and express an opinion on compliance of the consolidated financial statements with the accounting principles (policy) adopted by the Capital Group and as to whether they present in a reliable and transparent way, in all material aspects, the property-related and financial situation and the financial result of the Capital Group. We have planned and carried out the audit of the financial statements in compliance with: - Chapter 7 of the accounting act, - National auditing standards applicable to the profession of a statutory auditor, issued by the National Council of Statutory Auditors in Poland. We have planned and performed the audit of the consolidated financial statements in a way which guarantees reasonable degree of certainty to issue an opinion on such statements. In particular, the audit involved controlling the correctness of accounting principles (policy) and significant estimates applied by the Parent Company and its subsidiaries, auditing mostly randomly the basis for figures and information included in the consolidated financial statements, as well as the overall assessment of the consolidated financial statements. In our opinion, the audit has provided sufficient grounds for forming an opinion. In our opinion the audited consolidated financial statements in all material respects: - reliably and clearly present information significant for assessment of property and financial status of the Capital Group as at 30 June 2012, as well as its financial result for the financial year from 1 July 2011 to 30 June 2012, - have been prepared in compliance with the International Accounting Standards, International Financial Reporting Standards and related interpretations announced in the form of the European Commission

4 regulations, and, in the scope not regulated by those standards, in compliance with the requirements of the accounting act and executive laws issued on its basis. - are compliant with the provisions of law binding for the Capital Group which affect the contents of the consolidated financial statements. The report on the operations of the Capital Group for the period from 1 July 2011 to 30 June 2012 is complete within the meaning of art of the accounting act and the regulation of the Minister of Finance of 19 February 2009 on current and periodical information published by issuers of securities and the conditions to recognise equivalence of information required by the law in non-member states, and the information included therein, based on the audited consolidated financial statements, are compliant therewith. Grzegorz Warzocha, license No Key statutory auditor performing the audit on behalf of AVANTA Audit Sp. z o.o. Sp. k. Bielany Wrocławskie, 31 October 2012 AVANTA Entity no AVANT Audit Sp. z o.o. Sp. k. Entity authorised to audit financial statements Ul. Szwedzka 5 Bielany Wrocławskie Kobierzyce Auditors & advisors

5 REPORT SUPPLEMENTING THE OPINION ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS OF A.B. S.A. CAPITAL GROUP FOR THE PERIOD FROM 1 JULY 2011 TO 30 JUNE 2012 I. GENERAL INFORMATION 1. Parent Company identification data The Parent Company of the Capital Group operates under the business name AB S.A. The registered office of the Company is located in Wrocław, ul. Kościerzynska 32. The Company runs a business as a joint-stock company incorporated by a notary deed on 24 September 1998 before Marek Bartnicki, a notary public in Warsaw (Register A No. 5302/98). The Company is registered at the register of entrepreneurs kept by the District Court for Wrocław Fabryczna, VI Commercial Division of the National Court Register under no The Company was granted the tax identification number NIP by the Head of the Tax Office Wrocław - Psie Pole on 27 October On 14 October 1998, the Statistical Office assigned the following REGON statistical no. to the Company: The Company operates in compliance with regulations of the Code of Commercial Companies. According to the articles of association, the Parent Company s core business activities include: - retail and wholesale trade in computer, multimedia, telecommunications and electronic equipment on its own behalf, on commission, as an agency or commercial agent, - import and export of computers, telecommunications, multimedia and electronic equipment, - development of software products and trading in such products, - installation of IT networks, - assembly and repair of computers, telecommunications, multimedia and electronic equipment, - Internet services, - maintenance services, - IT consulting, - implementation of computer systems, - services in the area of promotion, advertising, marketing, - training, typography and publishing, - operation of bonded warehouses, - forwarding and transportation services, rental of premises - acquisition of machines, devices and equipment for own purposes. In the audited period, the Company performed activities related to import, export and trade in computer hardware, computer software, assembly and repair of computer hardware and other IT services.

6 As at 30 June 2012, the following shareholders held more than 5% share in the share capital of the Company: - Iwona Przybyło % share, - ING OFE % share, - Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK 9.26 % share, - Andrzej Przybyło 8.13 % share, - Aviva Investors Poland S.A % share, - PKO BP OFE 5.51 % share. In the financial year, the share capital of the Company was decreased from the amount of PLN 16,334,002 to PLN 16,187,644. The capital was decreased by redemption of 146,358 ordinary E series bearer shares with the par value of PLN 1 per share. No changes in the share capital of the Company occurred after the balance sheet date. As at 30 June 2012, the share capital of the Company amounted to PLN 16,187,644 and was divided into 16,187,644 shares with par value of PLN 1.00 per share. The Company s financial year is the period from 1 July of a calendar year to 30 June of the consecutive calendar year. The Company has the following affiliates: - Alsen Sp. z o.o. subsidiary owned in 69.39% - Alsen Marketing Sp. z o.o. subsidiary owned in 100% - B2B IT Sp. z o.o. subsidiary owned in 100%, - AT Computers Holding a.s. subsidiary owned in 100%, - AT Computers a.s. subsidiary owned in 100%, - AT Compus s.r.o. subsidiary owned in 100%, - Comfor Stores a.s. subsidiary owned in 100% - AT Computer s.r.l. subsidiary owned in 100% - icomfor s.r.o. subsidiary owned in 100%. Composition of the Company's Management Board as of the date of the opinion: - Andrzej Przybyło - President of the Management Board, - Krzysztof Kucharski - Management Board Member, Director for Corporate and Legal Matters, - Zbigniew Mądry - Management Board Member, Sales Director, - Grzegorz Ochędzan - Management Board Member, Finance Director.

7 As at 30 June 2012, A.B. Capital Group was composed as follows: - Parent Company AB S.A. and - subsidiaries: - Alsen Sp. z o.o. - Alsen Marketing Sp. z o.o. - B2B IT Sp. z o.o. - AT Computers Holding a.s. - AT Computers a.s. - AT Compus s.r.o. - Comfor Stores a.s., AT - Computer s.r.l - icomfor s.r.o. The consolidated financial statements as at 30 June 2012 covered the following companies: a) Parent Company AB S.A. We have audited the financial statements of AB S.A., the Parent Company, for the period from 1 July 2011 to 30 June As a result of the audit, on 31 October 2012 we issued an unqualified opinion about these statements. b) Companies consolidated with the full consolidation method: Company s business name and registered office Share in the capital (%) Alsen Sp. z o.o. with its registered office in Poland Alsen Marketing Sp. z o.o. with its registered office in Poland 100 B2B IT Sp. z o.o. with its registered office in Poland 100 AT Computers Holding a.s. with its registered office in Czech Republic 100 AT Computers a.s. with its registered office in Czech Republic 100 AT Computers s.r.o. with its registered office in Czech Republic 100 Comfor Stores a.s. with its registered office in Czech Republic 100 AT Computer s.r.l. with its registered office in Slovakia 100 icomfor s.r.o. with its registered office in Czech Republic 100 Since for Alsen Sp. z o.o. and Alsen Marketing Sp. z o.o. the financial year ends on 31 December, for the purposes of consolidation financial information has been prepared for the period ended on 30 June 2012 in compliance with the International Financial Reporting Standards. For the purposes of issuing an opinion on consolidated financial statements of AB S.A. we took into account the opinion of the entity auditing the consolidated financial information of AT Computers Holding a.s. with its office in the Czech Republic comprising the following subsidiaries: - AT Computers a.s., - AT Compus s.r.o., - Comfor Stores a.s., - AT Computer s.r.l. The authorised entity, H audit s.r.o, carried out an audit of the foregoing entities and, as a result of the audit, issued an unqualified opinion.

8 2. Information on consolidated financial statements for the previous financial year The operations of the Capital Group for the period from 1 July 2010 to 30 June 2011 ended with a net profit in the amount of TPLN 52,707. The consolidated financial statements of the Capital Group for the period from 1 July 2010 to 30 June 2011 were audited by a statutory auditor. The audit was carried out by the entity authorized to audit financial statements, Avanta Audit Sp. z o.o. Sp. k. On 31 October 2011, the statutory auditor issued an unqualified opinion about these statements. The General Shareholders Meeting approving the consolidated financial statements for the period from 1 July 2010 to 30 June 2011 took place on 14 December The consolidated financial statements for the period from 1 July 2010 to 30 June 2011 were submitted to the National Court Register on 22 December 2011 in compliance with the law. The financial statements were published in Monitor Polski B no. 963 on 30 March Identification data of the entity authorized to audit the financial statements and the statutory auditor performing the audit on its behalf The audit of the financial statements was carried out on the basis of the agreement dated 29 June 2012 concluded between AB S.A. and Avanta Audit Sp. z o.o. Sp.k. with its registered office in Bielany Wrocławskie, ul. Szwedzka 5, registered at the list of entities authorized to audit financial statements kept by the National Council of Statutory Auditors under no On behalf of the authorised entity, the audit of the consolidated financial statements was carried out under supervision of Grzegorz Warzocha, a key statutory auditor (license no ) in the period from 8 October to 31 October 2012, including the audit at the office of the Parent Company in the period from 8 October to 10 October The entity authorised to perform the audit was selected by the Supervisory Board by a resolution dated 1 January 2012 on the basis of the mandate included in article of the Parent Company s Articles of Association. Avanta Audit Sp. z o.o. Sp.k. and Grzegorz Warzocha, a statutory auditor, confirm they are authorized to audit financial statements and comply with conditions set out in Art and 56.4 of the act on statutory auditors and their self-regulatory body, entities authorised to audit financial statements and public supervision (Journal of Laws of 2009, No. 77, item 649) to express their impartial and independent opinion on consolidated financial statements of AB S.A. 4. Data availability and statements of the entity s management The scope of our audit was not restricted. During the audit, the authorised entity and the key statutory auditor were provided with all the requested documents and data, as well as exhaustive information and explanations, which was confirmed by a written statement of the Parent Company's Management Board dated 31 October 2012.

9 5. Assets and financial status of the Capital Group The table below presents basic values from the consolidated profit and loss account and financial ratios which describe the financial result of the Capital Group, its financial and property-related situation in comparison to analogous values for the previous years. The basic values from the operating statement (in thousand PLN) Sales revenues Operating expenses Other operating income Other operating expenses Financial revenues Financial expenses Income tax Net profit (loss) ( ) ( ) (41 291) (14 675) (11 283) ( ) (20 608) (14 604) (10 233) Profitability ratios Return on sales - Net return on sales - Net return on equity 1.39% 1.10% 14.28% 1.80% 1.48% 18.77% 1.57% 1.22% 14.15% Effectiveness ratios - Property turnover ratio - Receivables turnover ratio in days - Liabilities turnover ratio in days Liquidity/Net working capital - debt ratio - assets to equity - net working capital (in thousand PLN) - liquidity ratio - increased liquidity ratio 65% 35% % 37% % 36% The analysis of the values and ratios presented above points to the following trends in the period from 1 July 2011 to 30 June 2012: - deterioration of the profitability ratios, - increase of the receivables turnover ratios, - increase of the debt ratio, - increase of net working capital.

10 II. DETAILED INFORMATION 1. Information on the audited consolidated financial statements The audited consolidated statements reflect the status as at 30 June 2012 and comprise: - consolidated statement on financial position made as at 30 June 2012 with total assets and total liabilities of TPLN 1,090,010, - consolidated total income statement for the period from 1 July 2011 to 30 June 2012, disclosing net profit in the amount of TPLN 47,757 and total income of TPLN 48, statement of changes in consolidated equity for the period from 1 July 2011 to 30 June 2012 showing the equity increase by the amount of TPLN 48,519, - consolidated cash flow statement for the period from 1 July 2011 to 30 June 2012, showing increase in cash by TPLN 23, - notes to the consolidated financial statements. The structure of assets and liabilities and the structure of items which affect the financial result have been presented in the consolidated financial statements. The audit covered the period from 1 July 2011 to 30 June 2012 and mostly involved: - examination of correctness and reliability of the consolidated financial statements prepared by the Parent Company s Management Board, - consolidation documentation audit, - assessment of the accuracy of methods and procedures applied in the consolidation process, - review of the opinions and reports prepared by other statutory auditors following the audits of financial statements of consolidated subsidiaries and affiliates. 2. Consolidation documentation The Parent Company presented consolidation documentation comprising: 1) financial statements of entities consolidated in the financial statements, adjusted to the accounting rules (policy) applied for the purposes of consolidation, 2) financial statements of subsidiaries converted to the Polish currency, 3) all adjustments and exclusions made for the purpose of consolidation and necessary for preparation of consolidated financial statements, 4) calculation of the fair value of net assets of subsidiaries, 5) goodwill calculation, 6) calculation of capital corresponding to non-controlling shares, 7) calculation of currency exchange rate differences arising from the conversion of values from financial statements of subsidiaries expressed in foreign currencies.

11 Basis for the preparation of the consolidated financial statement Consolidated financial statements of the Capital Group for the period from 1 July 2011 to 30 June 2012 were prepared in compliance with the International Financial Reporting Standards. Capital Group entities The criteria set forth in the International Financial Reporting Standards were applied to the determination of the consolidation scope and method, as well as the dependence relationship. Financial period Consolidated financial statements were prepared on the same balance day and for the same period as the financial statements of the Parent Company - AB S.A. The consolidated subsidiaries adjusted their financial statements to the same balance day as the Parent Company. The financial year of all companies ended on 30 June Consolidation method In reference to subsidiaries, the Capital Group statements consolidation was performed with the full consolidation method by adding up the full amount of all respective financial statements items of the Parent Company and consolidated subsidiaries. When the items have been added, consolidation adjustments and exclusions were carried out. Those referred to: - the purchase value of shares owned by the Parent Company in subsidiaries and a portion of net assets of subsidiaries corresponding to the share of the Parent Company in those subsidiaries, - mutual receivables and liabilities of consolidated entities, - significant incomes and costs concerning operations between consolidated entities. 3. Completeness and accuracy of the introduction to the financial statements, additional information and notes and report of the entity s activity The Parent Company confirmed the legitimacy of the ongoing concern assumption made while preparing the consolidated financial statements. The rules for valuation of assets and liabilities, financial result measurement and the method of preparing consolidated financial statements have been described in a correct and complete way in the notes to the consolidated financial statements. Parent Company introduced additional information and explanations in the form of tables to particular items of the consolidated statements as to financial standing and report on total incomes and added descriptions in line with the rules set forth in the International Financial Reporting Standards. Explanatory notes to items: tangible fixed assets, liabilities due to deliveries and services and other liabilities, reserve capital correctly present increase and decrease of the item value and the titles of such changes in the financial year.

12 The possibility of disposal of some assets indicated in the consolidated balance sheet has been presented due to security established to the benefit of creditors. The Parent Company correctly presented particular assets, liabilities, as well as incomes and costs in the consolidated financial statements. Consolidated statements as to financial standing, consolidated statements on total incomes, statement of changes in equity and consolidated cash flow statement with notes to the consolidated financial statements forming an integral part thereof cover all items which must be disclosed in the consolidated financial statements pursuant to the International Financial Reporting Standards. The Management Board of AB S.A. prepared a report on the Capital Group s operations in the period from 1 July 2011 to 30 June 2012 and appended it to the consolidated financial statements. The report on operations includes information required by Article 49.2 of the accounting act and the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information published by issuers of securities and the conditions to recognise equivalence of information required by the law in non-member states. We have audited the report in the scope of information revealed therein and based directly on the audited consolidated financial statements. 4. Final information and findings Statements of the Management Board Avanta Audit Sp. z o.o. Sp.k. and the key statutory auditor received a written statement from the Management Board of the Company which provided that the Capital Group complied with the law. Grzegorz Warzocha, license No Key statutory auditor performing the audit on behalf of AVANTA Audit Sp. z o.o. Sp. k. Bielany Wrocławskie, 31 October 2012 AVANTA Entity no AVANT Audit Sp. z o.o. Sp. k. Entity authorised to audit financial statements Ul. Szwedzka 5 Bielany Wrocławskie Kobierzyce Auditors & advisors