CONSOLIDATED FINANCIAL STATEMENT OF ZPUE S.A. CAPITAL GROUP FOR THE 3RD QUARTER OF 2012

Transcription

1 CONSOLIDATED FINANCIAL STATEMENT OF ZPUE S.A. CAPITAL GROUP FOR THE 3RD QUARTER OF 2012 WŁOSZCZOWA, NOVEMBER 2012

2 LIST OF CONTENTS 1. Condensed Consolidated Financial Statement for the 3rd Quarter of Consolidated Selected Financial Data 1.2 The exchange rates used to convert the Selected financial data. 1.3 Consolidated statement of the financial standing 1.4 Consolidated profit and loss account 1.5 Consolidated statement of total revenue 1.6 Consolidated statement of changes in equity capital 1.7 Consolidated cash flow statement 2. Condensed Financial Statement of ZPUE S.A. 2.1 Selected financial data 2.2 The exchange rates used to convert the Selected financial data. 2.3 Separate statement of the financial standing 2.4 Separate profit and loss account 2.5 Separate statement of total revenue 2.6 Separate statement of changes in equity capital 2.7 Separate cash flow statement 3. Commentary and additional information to the Consolidated Financial Statement for the 3rd Quarter of Basic information about the parent company, subsidiaries and area of business. 3.2 Scope of the Consolidated Financial Statement presented 3.3 Information about entities covered by consolidation 3.4 Methods of preparing Financial Statements 3.5 Description of adopted accounting principles, including valuation of assets and liabilities, revenues and costs, determination of financial result and the method of preparation of financial statement and comparable data 3.6 Adjustments for reserves, reserves from deferred income tax and impairment loss write-offs on the value of assets 3.7 A concise description of the issuer s achievements or setbacks during the period, to which the statement refers to, with a list of the most significant events associated with them. 3.8 Factors and events during the period, particularly atypical ones, significantly affecting the financial results achieved 3.9 Clarifications referring to seasons or cycles in the issuer s business during the presented period Information concerning issues, purchases and payments of non-share and capital securities 3.11 Information concerning executed (or announced) dividend payout, jointly and calculated per share, divided into ordinary and preference shares Events which took place following the date on which the Condensed Quarterly Financial Statement was drawn up and not included in that statement, which could significantly affect the Issuer s future financial results 3.13 Changes in contingent liabilities or contingent assets, which occurred after the last financial year 3.14 List of the effects of changes to the structure of the business entity, including business entities consolidation, take over or sale of the capital group s entities, long-term investments, division, restructure and ceasing business operations The position of the Management Board concerning the possibility of meeting the previously released, current year s profit forecasts early, in the light of results presented in the quarterly statement in relation to forecast profits Shareholders who either directly or indirectly own in excess of 5% of the overall number of votes at the GM of ZPUE S.A. as of the date of passing the quarterly report, together with the number of shares owned by those entities, their percentage share in the capital, number of votes from these at the annual general meeting and their percentage share in the total number of votes at the GM, as well as a list of the changes to the ownership structure of significant issuer s share packages during the period since the last quarterly report was passed A statement of changes in the ownership of issuer s shares or right to them (options) by issuer s management and persons in supervisory positions as per issuer s information from the time of passing the previous quarterly statement Information on legal proceedings before court, authority responsible for arbitration proceedings or a public administration authority 3.19 Information on significant settlements arising out of court cases 2

3 3.20 Information on significant purchase and sale transactions with respect to property, plant and equipment and on the significant obligation arising out of the purchase of property, plant and equipment 3.21 Information on the transactions entered into by the Issuer or its subsidiary with affiliated companies, if these transactions individually or collectively are significant and were made on conditions other than market conditions, with indication of their value, with the reservation that information on individual transactions can be grouped by type except when information on individual transactions is required to understand how they affect the issuer's assets, financial standing and the financial result Information concerning a loan or credit surety or guarantee issued by the Issuer or the Issuer s subsidiary overall to a single entity or their subsidiary, if the total value of the existing sureties or guarantees constitutes at least 10% of the Issuer s equity capital Information on outstanding credits or loans or on the violation of material terms of the credit or loan contract that were not remedied until the end of the reporting period Other information, which in the Issuer's opinion is important to assess its human resources, property, finances, financial result and their changes as well as information, which is crucial in the assessment of the Issuer's ability to fulfil its obligations Factors, which in the Issuer s opinion will affect the results achieved by them in view of the next quarter or longer 3.26 In the event that the condensed financial statement was examined by an entity authorised to examine financial statements, the quarterly report contains the relevant opinion on the examination or a report on the review of the condensed financial statement 3

4 1. Condensed Consolidated Financial Statement for the 3rd Quarter of Consolidated Selected Financial Data CONSOLIDATED SELECTED FINANCIAL DATA period from to thousands PLN period from to period from to thousands EUR period from to I. Net revenue from sales of products, goods and materials 251, ,833 62,303 72,431 II. Profit (loss) on operating activities 12,917 23,207 3,196 5,532 III. Gross profit (loss) 12,409 21,943 3,071 5,231 IV. Net profit (loss) 9,793 17,681 2,423 4,215 V. Net cash flows from operating activities 15,484 17,715 3,831 4,223 VI. Net cash flows from investment activities -32,783-4,580-8,112-1,092 VII. Net cash flows from financial activities 25, , VIII. Total net cash flows 8, , IX. Number of shares 1,018,127 1,400,000 1,018,127 1,400,000 X. Profit per ordinary share (PLN) XI.. Diluted profit (loss) per ordinary share (PLN) XII. Declared or paid dividend per share (PLN) thousands PLN thousands EUR CONSOLIDATED SELECTED FINANCIAL DATA I. Total assets 333, ,009 75,428 90,186 II. Liabilities and reserves for liabilities 168, ,099 38,080 39,404 III. Long term liabilities 21,050 11,621 4,766 2,825 IV. Short-term liabilities 131, ,875 29,676 28,654 V. Equity capital 164, ,910 37,348 50,783 VI. Share capital 8,990 12,362 2,035 3,005 VII. Number of shares 1,018,127 1, ,018,127 1,400,000 VIII. Book value per share (PLN) IX. Diluted book value per share (PLN) Consolidated earnings per ordinary share for the three quarters of 2012 have been calculated by dividing the consolidated net profit attributable to ordinary shares in the capital group, i.e. PLN 16,328,000 by the average weighted number of ordinary shares: 1,300,000. Consolidated earnings per ordinary share for three quarters of 2012 amount to PLN Consolidated earnings per ordinary share for the three quarters of 2011 have been calculated by dividing the consolidated net profit attributable to ordinary shares in the capital group, i.e. PLN 3,890,000 by the average weighted number of ordinary shares: 418,127. Consolidated earnings per ordinary share for the three quarters of 2011 amount to PLN Consolidated book value per share for the three quarters of 2012 was calculated as the ratio of the consolidated equity capital of PLN 208,910,000 and the total number of shares: 1,400,000. Consolidated book value per share for the three quarters of 2012 amounted to PLN Consolidated book value per share for 2011 was calculated as the ratio of the consolidated equity capital of PLN 164,960,000 and the total number of shares: 1,018,127. Consolidated book value per share as at 31 December 2011 amounted to PLN Diluted consolidated book value per share in 2011 was calculated as the ratio of the equity capital of PLN 164,960,000 and the total number of shares after dilution i.e. 1,400,000. Diluted consolidated book value per share as at 31 December 2011 amounted to PLN

5 It is the opinion of the Management Board of ZPUE S.A. that there were/will be no events diluting the consolidated book value per share and the consolidated profit per ordinary share share during the first three quarters of The exchange rates used to convert the Selected consolidated financial data. Selected consolidated financial data included in the financial statement for the 3rd quarter of 2012 were calculated according to the following PLN/EUR exchange rates: - individual balance sheet assets and liabilities calculated according to the average EUR rate applicable as at 30 September 2012, as set by the National Bank of Poland, i.e. PLN and as at 30 September 2011 PLN and as at 31 December 2011 PLN individual items on the profit and loss account and cash flow account converted to EUR according to the rate which was the arithmetical average of the average rates set by the National Bank of Poland and applicable on the last day of each turnover month: - for the period January - September 2012 PLN for the period January - September 2011 PLN EUR rate for calculating balance sheet items: NBP average EUR rate as at 31 December.2012 Table 189/A/NBP/2010 PLN NBP average EUR rate as at 31 December 2011 Table 252/A/NBP/2010 PLN NBP average EUR rate as at 30 September 2011 Table 190/A/NBP/2011 PLN Arithmetical average of average NBP EUR rates for the period between 1.01 and Table number Date Rate 21/A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ Average rate for 9 months of The highest EUR rate during The lowest EUR rate during Arithmetical average of average NBP EUR rates for the period between 1.01 and Table number Date Rate 20/A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ Average rate for 9 months of The highest EUR rate during The lowest EUR rate during

6 1.3 Consolidated statement of financial standing of ZPUE S.A. Capital Group [thousands PLN] Assets 2011 as at the end of as at the end of 2012 as at the end of as at the end of A. Fixed assets 159, , , ,028 I. Intangible assets 17,261 17,293 16,454 16, R&D 12,843 12,998 12,472 12, Goodwill Other intangible assets 4,418 4,295 3,982 3,875 II. Property, plant and equipment 118, , , , Fixed assets 111, , , ,173 a) land (including perpetual usufruct right to the land) 7,554 7,554 17,503 17,503 b) buildings, commercial premises and civil engineering facilities 66,248 66,011 77,173 78,232 c) equipment and machinery 27,401 31,177 43,341 43,238 d) means of transport 8,810 8,248 7,912 7,361 e) other fixed assets 1,120 2,141 2,559 2, Fixed assets under construction 7,027 4,456 7,075 7,572 III. Long-term receivables From associates From other entities IV. Long-term investments 23,422 23,097 24,134 23, Real estate 6,103 6,076 6,023 5, Intangible assets Long-term financial assets 8,396 8,438 9,051 8,957 a) in associates 8,348 8,390 8,943 8,849 - shares 8,348 8,390 8,943 8,849 - other securities granted loans other long-term financial assets b) in other entities shares other securities granted loans other long-term financial assets Other long-term investments 8,923 8,583 9,060 8,696 V. Long-term deferred charges and accruals ,546 1, Assets from deferred income tax ,546 1, Other deferred charges and accruals B. Current assets 149, , , ,981 I. Inventory 42,152 39,910 54,740 52, Materials 11,231 10,496 13,761 13, Semi-finished products and products in progress 29,032 27,065 36,016 35, Finished products 1,677 2,131 4,512 3, Goods II. Short-term receivables 96, , , , Receivables from associates 0 2,035 3,332 1,562 2,035 a) for deliveries and services, maturing within: 0 3,332 1,562 6

7 - up to 12 months 0 2,035 3,332 1,562 - in excess of 12 months b) others Receivables from other entities 96, , , ,700 a) for deliveries and services, maturing within: 87, ,644 94,697 98,332 - up to 12 months 87, ,644 94,445 98,031 - in excess of 12 months b) from tax, subsidy, customs, social security including from income tax on legal entities c) others 8,486 5,633 5,680 3,971 d) claimed at court III. Short-term investments 8,463 11,217 15,332 12, Short-term financial assets 8,463 11,217 15,332 12,805 a) in associates shares other securities granted loans other short-term financial assets b) in other entities shares other securities granted loans other short-term financial assets c) cash and other cash assets 8,463 11,217 15,332 12,805 - cash in hand and at bank 2,378 4,987 9,193 6,591 - other cash 6,085 6,230 6,139 6,214 - other pecuniary assets Other short-term investments IV. Short-term deferred charges and accruals 2,725 4,636 3,499 3,177 Total assets 309, , , ,009 Liabilities A. Equity capital (fund) 154, , , ,910 I. Stated capital (fund) 8,990 8,990 12,362 12,362 II. Called up stated capital (negative value) III. Own shares for sale (negative value) IV. Supplementary capital (fund) 102, , , ,383 Supplementary capital (capital adjustment) -2,464-2,464-41,681-41,681 V. Revaluation reserve capital (fund) 21,535 21,894 21,894 21,894 VI. Other reserve capital (fund) VII. Profit (loss) from previous years 13,792 14,314 14,272 14,272 VIII. Net profit (loss) 9,792 19,558 9,239 17,665 Write-offs on net profit during the financial year IX. (negative value) X. Uncontrolled shares B. Liabilities and reserves for liabilities 154, , , ,099 I. Reserves for liabilities 9,660 9,556 13,096 13, Reserves for deferred income tax 8,523 8,607 11,377 11, Social security reserves (and similar reserves) 1, ,581 1,539 - long-term 1, ,388 1,346 - short-term Other reserves

8 - long-term short-term II. Long term liabilities 21,732 21,050 16,229 11, To associates To other entities 21,732 21,050 16,229 11,621 a) credits and loans 19,531 19,268 15,277 10,828 b) issuance of debt securities c) other financial liabilities 2,201 1, d) others III. Short-term liabilities 116, , , , To associates a) for deliveries and services, maturing within: up to 12 months in excess of 12 months b) others To other entities 116, , , ,875 a) credits and loans 41,256 27,099 44,544 38,293 b) issuance of debt securities c) other financial liabilities 3,473 3,073 2,099 1,595 d) for deliveries and services, maturing within: 60,582 84,598 77,545 60,271 - up to 12 months 60,582 84,598 77,545 60,271 - in excess of 12 months e) received advance payments for deliveries 1,834 4,231 1,724 5,076 f) liabilities on bills of exchange g) from tax, customs, social security and other benefits 4,812 7,537 5,197 7,692 - from income tax on legal entities h) from remuneration 4,112 4,248 4,414 4,614 i) others , IV. Accruals and deferred income 6,764 6,514 17,573 19, Negative goodwill Other deferred charges and accruals 6,764 6,514 17,573 19,274 - long-term ,293 16,994 - short-term 6,413 6,192 2,280 2,280 Total liabilities 309, , , , Consolidated profit and loss account of ZPUE S.A Capital Group [thousands PLN] from to from to from to from to Net revenue from sales of products, goods and materials, including: 94, , , ,833 - from associates 0 0 1,213 3,085 Net revenue from sale of products 75, ,521 97, ,683 Net revenue from sales of products, goods and materials 19,767 53,264 14,538 34,150 Cost of products, goods and materials sold, including: 76, ,889 86, ,952 - to associates ,474 Cost of producing goods sold 58, ,965 73, ,607 Value of goods and materials sold 17,832 47,924 12,608 30,345 Gross profit / (loss) on sales 18,165 46,896 25,463 65,881 8

9 Cost of sales 3,731 9,941 4,827 13,273 General administrative expenses 7,999 24,765 10,536 31,380 Profit (loss) on sales 6,435 12,190 10,100 21,228 Other operating revenue, including: 1,537 4,131 2,682 5,335 Profit on sales of non-financial fixed assets Subsidies ,299 Other operating revenue 1,061 3,046 1,879 3,024 Other operating costs, including: 1,277 3,404 2,079 3,356 Loss on sales of non-financial fixed assets Revaluation of non-financial fixed assets 638 1, Other operating costs 678 2,143 1,911 3,006 Profit (loss) on operating activities 6,695 12,917 10,703 23,207 Financial revenue, including 2,815 4,250 1,507 3,522 Share dividends, including: from associates Interest, including: 1,518 2, ,346 - from associates Profit on sale of investments Revaluation of investments Others 1,297 1,984 1,107 2,174 Financial costs, including: 2,598 4,758 1,689 4,786 Interest, including: 865 2,034 1,195 2,926 - from associates Loss on sale of investments Revaluation of investments Others 1,733 2, ,860 Gross profit (loss) 6,912 12,409 10,521 21,943 Income tax 1,491 2,616 2,089 4,262 Other obligatory decrease of gross profit (increased loss) Net profit (loss) 5,420 9,793 8,432 17,681 Financial result allocated to minority shareholders Financial result allocated to the group 5,420 9,792 8,426 17, Consolidated statement of total revenue of ZPUE S.A. Capital Group [thousands PLN] from to from to from to from to Net profit (loss) 5,420 9,792 8,426 17,665 Other total revenue: Financial assets available for sale Collateral on cash flow Change in the surplus from reappraisal Other income Income tax on other elements of total income Total other revenue after tax Total income 5,420 9,792 8,426 17, Consolidated statement of changes in equity of ZPUE S.A Capital Group [thousands PLN] 9

10 from to from to from to from to from to I. Opening balance of equity (OB) 149, , , , ,960 - valuation adjustments Opening balance of equity capital (fund) I. a (OB), adjusted 149, , , , , Opening balance of stated capital (fund) 8,990 8,990 8,990 12,362 8, Changes in stated capital (fund) ,372 a) increase (due to) ,372 - share issue (stock issue) ,372 - increases in capital from net profit b) decrease (due to) redemption of shares Closing balance of stated capital (fund) 8,990 8,990 8,990 12,362 12,362 Opening balance of called up stated 2. capital Change in called up stated capital a) increase (due to) b) decrease (due to) Closing balance of called up stated capital Opening balance of own shares a) increase b) decrease Closing balance of own shares Opening balance of supplementary 4. capital (fund) 102,254 87,174 87, , , Changes in supplementary capital (fund) 0 15,080 14,548 17,120 81, a) increase (due to) 0 15,081 15, ,661 - issue of shares above face value ,909 - from profit distribution (statutory) from profit distribution (above the statutory value) 0 15,081 15, ,632 - from the merger of companies ,120 17,120 b) decrease (due to) loss coverage consolidation adjustments Closing balance of supplementary capital (fund) 102, , , , ,383 Supplementary capital (capital adjustment) from the application of the merger method other than defined in IFRS 3 as at Opening Balance -2,464-2,464-2,464-41,681-2,464 Changes in supplementary capital (capital adjustments) with the use of the combination method other than defined in IFRS ,217 a) increase b) decrease ,217 Supplementary capital (capital adjustment) 5.2 from the application of the merger method other than defined in IFRS 3 as at Closing Balance -2,464-2,464-2,464-41,681-41, Opening balance of revaluation reserve capital (fund) 21,587 21,587 21,587 21,894 21, Changes in revaluation reserve capital (fund) a) increase (due to) b) decrease (due to) deferred tax assets Closing balance of revaluation reserve 6.2 capital (fund) 21,535 21,535 21,894 21,894 21, Opening balance of other reserve capitals

11 (funds) 7.1 Changes in other reserve capitals (funds) a) increase (due to) b) decrease (due to) Closing balance of other reserve capitals 7.2 (funds) Opening balance of Minority capital Changes in capital increase decrease Minority capital at the end of the year Opening balance of previous years' profit 9. (loss) 18,164 28,746 28,746 23,511 33, Opening balance of previous years' profit 18,164 28,746 28,746 23,511 33, adjustments of fundamental errors Opening balance of previous years' profit after adjustments 18,164 28,746 28,746 23,511 33,872 a) increase (due to) distribution of previous years' profit revaluation of fixed assets result adjustment by the inventory margin b) decrease (due to) appropriation of profit 0 15,081 14, ,631 - revaluation of fixed assets Closing balance of previous years' profit 18,164 13,792 14,314 23,511 14, Opening balance of previous years' loss adjustments of fundamental errors Opening balance of previous years' loss after adjustments a) increase (due to) re-booking of previous years' loss to be covered b) decrease (due to) Closing balance of previous years' loss Closing balance of previous years' profit 9.7 (loss) 18,164 13,792 14,314 23,511 14, Net result 5,420 9,792 19,558 8,426 17,665 a) net profit 5,420 9,792 19,558 8,426 17,665 b) net loss c) write-offs on profit II. Closing balance of equity (CB), including: 154, , , , ,910 Equity capital attributable to the Capital Group 154, , , , ,831 Equity capital attributable to uncontrolled shares Consolidated cash flow statement of ZPUE S.A. Capital Group [thousands PLN] from to from to from to from to A. Cash flows from operating activities - indirect method I. Gross profit (loss) 6,912 12,409 10,515 21,927 II. Total adjustments -3,729 3,075 10,413-4, Profit (loss) of minority shareholders Shares in net profit (loss) of subsidiaries and affiliates 2. consolidated by equity method Depreciation 2,930 8,858 4,354 12, Exchange gains (losses) Interest and profit sharing (dividend) 357 1, , Profit (loss) on investment activities

12 7. Change in reserves Change in inventory -6,093-13,789 2,002-5, Change in receivables 2,418 14, , Change in short-term liabilities excluding credits and loans ,901 5,047-16, Change in prepayments and accruals Income tax paid -2,187-2,858-1,369-3, Other adjustments III. Net cash flows from operating activities 3,183 15,484 20,928 17,715 B. Cash flows from investment activities I. Inflows Disposal of intangible assets and property, plant and equipment Disposal of investments in real property and in intangible assets Inflows from financial assets a) in associates b) in other entities dividend received Other inflows from investment activities II. Outflows 15,688 33,356 4,597 17,583 Acquisition of intangible assets and property, plant and 1. equipment 7,357 25,025 4,591 17, Investments in real property and in intangible assets Spending on financial assets 8,331 8, a) in associates 8,331 8, acquisition of financial assets 8,331 8, b) in other entities Other outflows from investment activities III. Net cash flows from investment activities -15,323-32,783-4,580-17,319 C. Cash flows from financial activities I. Inflows 23,568 50,140 2,455 32,416 Net inflows from issuance of shares and other capital 1. instruments Credits and loans 23,568 50, , Issuance of debt securities Other inflows from financial activities 0 0 2,455 13,179 II. Outflows 9,493 24,579 21,414 32, Purchase of own shares Dividends and other payments to shareholders 0 0 9,001 9,001 Profit distribution liabilities other than profit distribution 3. payments to shareholders Repayment of credits and loans 8,208 19,684 10,701 16, Redemption of debt securities From other financial liabilities Payment of liabilities arising from financial leases 927 2, , Interest 358 1, , Other outflows from financial activities III. Net cash flows from financial activities 14,075 25,561-18, D. Total net cash flows 1,935 8,262-2, E. Balance sheet change in cash, including: 1,988 8,216-2, change in cash due to exchange rate differences F. Cash opening balance 6, ,382 11,087 G. Closing balance of cash, including: 8,423 8,423 11,771 11, Condensed Financial Statement of ZPUE S.A. 12

13 2.1 Selected financial data SELECTED FINANCIAL DATA period from to thousands PLN period from to period from to thousands EUR period from to I. Net revenue from sales of products, goods and materials 235, ,743 58,152 59,775 II. Profit (loss) on operating activities 11,694 14,961 2,894 3,567 III. Gross profit (loss) 11,477 14,146 2,840 3,372 IV. Net profit (loss) 9,032 11,345 2,235 2,705 V. Net cash flows from operating activities 14,911 18,554 3,690 4,423 VI. Net cash flows from investment activities -32,286-16,062-7,989-3,829 VII. Net cash flows from financial activities 25,138-1,890 6, VIII. Total net cash flows 7, , IX. Number of shares 1,018,127 1,400,000 1,018,127 1,400,000 Profit per ordinary share (PLN) XI.. Diluted profit (loss) per ordinary share (PLN) XII. Declared or paid dividend per share (PLN) thousands PLN thousands EUR SELECTED FINANCIAL DATA I. Total assets 321, ,648 72,807 93,745 II. Liabilities and reserves for liabilities 156, ,383 35,337 35,583 III. Long term liabilities 20,772 11,222 4,703 2,728 IV. Short-term liabilities 121, ,386 27,423 25,861 V. Equity capital 165, ,265 37,470 58,162 VI. Share capital 8,990 12,362 2,035 3,005 VII. Number of shares 1,018,127 1, ,018,127 1,400,000 VIII. Book value per share (PLN) IX. Diluted book value per share (PLN) Separate earnings per ordinary share for the three 3 quarters of 2012 were calculated by dividing the net profit attributable to ordinary shares, i.e. PLN 10,486,000 by the number of ordinary shares 1,300,000. Separate earnings per ordinary share for the 3 quarters of 2012 amount to PLN Separate earnings per ordinary share for the 3 quarters of 2011 were calculated by dividing the net profit attributable to ordinary shares, i.e. PLN 3,588,000 by the number of ordinary shares 418,127. Separate earnings per ordinary share for the 3 quarters of 2011 amount to PLN Separate book value per share for the three quarters of 2012 were calculated as the ratio of the equity capital of PLN 239,265,000 and the total number of shares: 1,400,000. Separate book value per share for the three quarters of 2012 amounted to PLN Separate book value per share for 2011 was calculated as the ratio of the separate equity capital of PLN 165,496,000 and the total number of shares: 1,018,127. Separate book value per share for 2011 amounted to PLN Diluted book value per share in 2011 was calculated as the ratio of the equity capital of PLN 165,496,000 and the total number of shares after dilution i.e. 1,400,000. Diluted consolidated book value per share in 2011 amounted to PLN

14 It is the opinion of the Management Board of ZPUE S.A. that there were/will be no events diluting the consolidated net earnings per ordinary share during the first three quarters of The exchange rates used to convert the Selected financial data. Selected financial data included in the financial statement for the 3rd quarter of 2012 was calculated according to the following PLN/EUR exchange rates: - individual balance sheet assets and liabilities on the statement of financial position were calculated according to the average EUR rate applicable as at 30 September 2012, as set by the National Bank of Poland, i.e. PLN , as at 30 September 2011 PLN and as at 31 December 2011 PLN individual items on the profit and loss account and cash flow account converted to EUR according to the rate which was the arithmetical average of the average rates set by the National Bank of Poland and applicable on the last day of each turnover month: - - for the period January - September 2012 PLN for the period January - September 2011 PLN EUR rate for calculating Balance Sheet items: NBP average EUR rate as at 31 December.2012 Table 189/A/NBP/2010 PLN NBP average EUR rate as at 31 December 2011 Table 252/A/NBP/2010 PLN NBP average EUR rate as at 30 September 2011 Table 190/A/NBP/2011 PLN Arithmetical average of average NBP EUR rates for the period between 1.01 and Table number Date Rate 21/A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ Average rate for 9 months of The highest EUR rate during The lowest EUR rate during Arithmetical average of average NBP EUR rates for the period between 1.01 and Table number Date Rate 20/A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ /A/NBP/ Average rate for 9 months of The highest EUR rate during The lowest EUR rate during Separate statement of the financial standing of ZPUE S.A. [thousands PLN] 14

15 Assets 2011 as at the end of as at the end of 2012 as at the end of as at the end of A. Fixed assets 157, , , ,010 I. Intangible assets 17,257 17,291 16,171 15, R&D 12,843 12,998 12,356 12, Goodwill Other intangible assets 4,414 4,293 3,815 3,710 II. Property, plant and equipment 103, , , , Fixed assets 96, , , ,805 a) land (including perpetual usufruct right to the land) 5,399 5,399 6,947 6,947 b) buildings, commercial premises and civil engineering facilities 57,978 57,764 58,318 59,143 c) equipment and machinery 24,323 28,123 31,401 31,413 d) means of transport 8,225 7,714 7,259 6,792 e) other fixed assets 1,019 2,052 2,204 2, Fixed assets under construction 6,994 4,423 6,958 7,420 III. Long-term receivables From associates From other entities IV. Long-term investments 35,541 35, , , Real estate 6,103 6,076 6,023 5, Intangible assets Long-term financial assets 20,515 20,556 95,753 95,759 a) in associates 20,467 20,508 95,705 95,711 - shares 20,467 20,508 95,705 95,711 - other securities granted loans other long-term financial assets b) in other entities shares other securities granted loans other long-term financial assets Other long-term investments 8,923 8,583 7,860 7,575 V. Long-term deferred charges and accruals Assets from deferred income tax Other deferred charges and accruals B. Current assets 141, , , ,638 I. Inventory 38,451 35,264 42,118 42, Materials 9,206 7,625 7,414 8, Semi-finished products and products in progress 28,926 26,742 33,651 33, Finished products Goods II. Short-term receivables 92, ,770 89,390 88, Receivables from associates 2,938 4,248 7,972 5,237 a) for deliveries and services, maturing within: 2,938 4,248 7,972 5,237 - up to 12 months 2,938 4,248 7,972 5,237 15

16 - in excess of 12 months b) others Receivables from other entities 89, ,522 81,418 82,782 a) for deliveries and services, maturing within: 80, ,914 75,817 78,998 - up to 12 months 80, ,914 75,817 78,998 - in excess of 12 months b) from tax, subsidy, customs, social security including from income tax on legal entities c) others 8,483 5,608 5,416 3,777 d) claimed at court III. Short-term investments 7,947 11,160 14,498 11, Short-term financial assets 7,947 11,160 14,498 11,824 a) in associates shares other securities granted loans other short-term financial assets b) in other entities shares other securities granted loans other short-term financial assets c) cash and other cash assets 7,947 11,159 14,498 11,824 - cash in hand and at bank 1,862 4,929 8,408 5,734 - other cash 6,085 6,231 6,090 6,090 - other pecuniary assets Other short-term investments IV. Short-term deferred charges and accruals 2,657 4,577 3,253 2,939 Total assets 298, , , ,648 Liabilities A. Equity capital (fund) 156, , , ,265 I. Stated capital (fund) 8,990 8,990 12,362 12,362 II. Called up stated capital (negative value) III. Own shares for sale (negative value) IV. Supplementary capital (fund) 101, , , ,311 V. Revaluation reserve capital (fund) 21,535 21,894 36,038 36,038 VI. Other reserve capital (fund) VII. Profit (loss) from previous years 14,272 14,273 14,273 14,273 VIII. Net profit (loss) 9,032 18,026 5,282 11,345 Write-offs on net profit during the financial year IX. (negative value) B. Liabilities and reserves for liabilities 142, , , ,383 I. Reserves for liabilities 8,263 8,126 11,340 11, Reserves for deferred income tax 7,195 7,219 10,623 10, Social security reserves (and similar reserves) 1, long-term 1, short-term Other reserves long-term short-term II. Long term liabilities 21,431 20,772 15,788 11,222 16

17 1. To associates To other entities 21,431 20,772 15,788 11,222 a) credits and loans 19,531 19,268 15,277 10,828 b) issuance of debt securities c) other financial liabilities 1,900 1, d) others III. Short-term liabilities 106, , , , To associates ,599 10,215 a) for deliveries and services, maturing within: ,599 10,215 - up to 12 months ,599 10,215 - in excess of 12 months b) others To other entities 106, , ,443 96,171 a) credits and loans 34,952 22,058 36,656 30,049 b) issuance of debt securities c) other financial liabilities 3,101 2,718 1,549 1,185 d) for deliveries and services, maturing within: 58,510 80,119 47,522 50,260 - up to 12 months 58,510 80,119 47,522 50,260 - in excess of 12 months e) received advance payments for deliveries 1,834 4,231 1,724 5,076 f) liabilities on bills of exchange g) from tax, customs, social security and other benefits 4,075 6,841 3,194 5,658 - from income tax on legal entities h) from remuneration 3,814 3,972 3,641 3,787 i) others , IV. Accruals and deferred income 6,271 6,058 15,476 17, Negative goodwill Other deferred charges and accruals 6,271 6,058 15,476 17,293 - long-term 6,271 6,058 13,656 15,473 - short-term 0 0 1,820 1,820 Total liabilities 298, , , , Separate profit and loss account of ZPUE S.A. [thousands PLN] PLN] from to from to from to from to A. Net revenue from sales of products, goods and materials, including: 88, ,011 93, ,743 - from associates 01,431 3,876 2,639 6,528 I. Net revenue from sale of products 71, ,737 77, ,289 II. Net revenue from sales of products, goods and materials 16,979 47,274 15,905 42,454 B. Cost of products, goods and materials sold, including: 71, ,603 74, ,940 - to associates 1,204 3,012 2,692 5,411 I. Cost of producing goods sold 56, ,218 59, ,446 II. Value of goods and materials sold 15,477 43,385 14,467 39,494 C. Gross profit / (loss) on sales 16,463 42,408 19,408 49,803 D. Cost of sales 3,518 9,343 4,671 13,214 E. General administrative expenses 6,988 21,970 7,619 23,162 F. Profit (loss) on sales 5,957 11,095 7,118 13,427 G. Other operating revenue, including: 1,525 3,976 2,610 5,619 17

18 I. Profit on sales of non-financial fixed assets II. Subsidies ,953 III. Other operating revenue 1,045 2,997 1,922 3,666 H. Other operating costs, including: 1,310 3,377 2,173 8,085 I. Loss on sales of non-financial fixed assets II. Revaluation of non-financial fixed assets 638 1, III. Other operating costs 672 2,116 2,020 3,777 I. Profit (loss) on operating activities 6,172 11,694 7,555 14,961 J. Financial revenue, including 3,060 4,517 1,767 3,917 I. Share dividends, including: from associates II. Interest, including: 1,763 2, ,772 - from associates III. Profit on sale of investments IV. Revaluation of investments V. Others 1,297 1,984 1,098 2,143 K. Financial costs, including: 2,723 4,734 1,812 4,732 I. Interest, including: 752 1,792 1,058 2,618 - from associates II. Loss on sale of investments III. Revaluation of investments IV. Others 1,971 2, ,114 N. Gross profit (loss) 6,509 11,477 7,510 14,146 O. Income tax 1,454 2,445 1,447 2,801 P. Other obligatory decrease of gross profit (increased loss) R. Net profit (loss) 5,055 9,032 6,063 11, Separate statement of comprehensive income of ZPUE S.A. [thousands PLN] from to from to from to from to Net profit (loss) 5,055 9,032 6,063 11,345 Other total revenue: Financial assets available for sale Collateral on cash flow Change in the surplus from reappraisal Other income Income tax on other elements of total income Total other revenue after tax Total income 5,055 9,032 6,063 11, Separate statement of changes in equity of ZPUE SA [thousands PLN] from to from to from to from to from to I. Opening balance of equity (OB) 151, , , , ,496 - valuation adjustments Opening balance of equity capital (fund) I.a. (OB), adjusted 151, , , , , Opening balance of stated capital (fund) 8,990 8,990 8,990 12,362 8, Changes in stated capital (fund) ,372 a) increase (due to) ,372 - share issue (stock issue) ,372 18

19 - increases in capital from net profit b) decrease (due to) redemption of shares Closing balance of stated capital (fund) 8,990 8,990 8,990 12,362 12,362 Opening balance of called up stated 2. capital Change in called up stated capital a) increase (due to) b) decrease (due to) Closing balance of called up stated capital Opening balance of own shares a) increase b) decrease Closing balance of own shares Opening balance of supplementary 4. capital (fund) 101,378 87,174 87, , , Changes in supplementary capital (fund) 0 14,204 14, ,933 a) increase (due to) 0 14,204 14, ,933 - issue of shares above face value ,909 - from profit distribution (statutory) from profit distribution (above the statutory value) 0 14,204 14, ,024 b) decrease (due to) loss coverage Closing balance of supplementary capital (fund) 101, , , , , Opening balance of revaluation reserve capital (fund) 21,587 21,587 21,587 36,038 21, Changes in revaluation reserve capital (fund) ,144 a) increase due to the valuation of shares ,462 b) decrease due to the reserve for deferred tax , Closing balance of revaluation reserve capital (fund) 21,535 21,535 21,894 36,038 36, Opening balance of other reserve capitals (funds) Changes in other reserve capitals (funds) a) increase (due to) b) decrease (due to) Closing balance of other reserve capitals (funds) Opening balance of previous years' profit (loss) 18,249 28,477 28,477 19,555 32, Opening balance of previous years' profit 18,249 28,477 28,477 19,555 32,298 Adjustments of fundamental errors Opening balance of previous years' profit 7.2. after adjustments 18,249 28,477 28,477 19,555 32,298 a) increase (due to) Distribution of previous years profit b) decrease (due to) appropriation of profit 0 14,205 14, , Closing balance of previous years' profit 18,249 14,272 14,273 19,555 14, Opening balance of previous years' loss Adjustments of fundamental errors Opening balance of previous years' loss after adjustments a) increase (due to) - Reserves for employee benefits Re-booking of previous years' loss to be covered b) decrease (due to) loss carry forward

20 7.6. Closing balance of previous years' loss Closing balance of previous years' profit 7.7. (loss) 18,249 14,272 14,273 19,555 14, Net result 5,055 9,032 18,026 6,063 11,345 a) net profit 5,055 9,032 18,026 6,063 11,345 b) net loss c) write-offs on profit II. Closing balance of equity (CB) 156, , , , ,265 Equity (fund) including proposed profit III. distribution (loss coverage) 156, , , , , Separate cash flow statement of ZPUE SA [thousands PLN] from to from to from to from to A. Cash flows from operating activities - indirect method I. Gross profit (loss) 6,509 11,477 7,510 14,146 II. Total adjustments -3,213 3,434 12,578 4, Depreciation 2,683 8,129 3,525 10, Exchange gains (losses) Interest and profit sharing (dividend) 283 1, , Profit (loss) on investment activities Change in reserves Change in inventory -6,028-13, , Change in receivables 3,898 15,635 1,372 23,790 Change in short-term liabilities excluding credits 8. and loans -1,374-5,178 8,801-21, Change in prepayments and accruals Income tax paid -2,053-2, , Other adjustments III. Net cash flows from operating activities 3,296 14,911 20,088 18,554 B. Cash flows from investment activities I. Inflows Disposal of intangible assets and property, plant and equipment Disposal of investments in real property and in intangible assets From financial assets, including: a) in associates sale of financial assets dividend and profit sharing repayment of long-term loans interest other inflows from financial assets b) in other entities sale of financial assets dividend and profit sharing repayment of long-term loans interest other inflows from financial assets Other inflows from investment activities II. Outflows 15,657 32,859 3,930 16,266 Acquisition of intangible assets and property, plant 1. and equipment 7,326 24,528 3,924 15, Investments in real property and in intangible

21 assets 3. For financial assets, including: 8,331 8, a) in associates 8,331 8, acquisition of financial assets 8,331 8, granted long-term loans b) in other entities acquisition of financial assets granted long-term loans Other outflows from investment activities III. Net cash flows from investment activities -15,292-32,286-3,930-16,062 C. Cash flows from financial activities I. Inflows 22,746 48,933 2,454 24,143 Net inflows from issuance of shares and other 1. capital instruments and from capital contributions Credits and loans 22,746 48, , Issuance of debt securities Other inflows from financial activities 0 0 2,454 13,150 II. Outflows 9,306 23,795 21,371 26, Purchase of own shares Dividends and other payments to shareholders 0 0 9,001 9,001 Profit distribution liabilities other than profit 3. distribution payments to shareholders Repayment of credits and loans 8,209 19,684 11,056 11, Redemption of debt securities From other financial liabilities Payment of liabilities arising from financial leases 814 2, , Interest 283 1, , Other outflows from financial activities III. Net cash flows from financial activities 13,440 25,138-18,917-1,890 D. Total net cash flows 1,444 7, E. Balance sheet change in cash, including: 1,498 7,717-2, change in cash due to exchange rate differences F. Cash opening balance 6, ,448 11,087 G. Cash closing balance 7,908 7,908 11,689 11, COMMENTARY AND ADDITIONAL INFORMATION TO THE CONSOLIDATED FINANCIAL STATEMENT FOR THE 3RD QUARTER OF Basic information about the parent company, subsidiaries and area of business Parent Company ZPUE S.A. in Włoszczowa ZPUE S.A. based in Włoszczowa (until 18 December 2006 the Company operated under the name Zakład Produkcji Urządzeń Elektrycznych B.Wypychewicz Spółka Akcyjna) was established on 22 October The Company began operating on 7 January ZPUE S.A. is a commercial company entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court in Kielce, 10th Commercial Division of the National Court Register, under the number According to the Polish Classification of Economic Activities, the Company's core business is manufacture of switchgear and controlgear (PKD Z). According to the classification adopted by the regulated market, the Company is categorised as a company from the electrical machinery industry Subsidiary ZPUE Gliwice Sp. z o.o. in Gliwice 21