AVANTA auditors and advisors AB S.A. UL. KOŚCIERZYŃSKA 32 51-430 WROCŁAW FINANCIAL REPORT FOR THE PERIOD FROM 1 JULY 2009 TO 30 JUNE 2010 WITH THE OPINION OF THE CERTIFIED AUDITOR AND THE REPORT FROM THE AUDIT
TABLES OF CONTENTS OPINION OF THE INDEPENDENT CERTIFIED AUDITOR 3 REPORT SUPPLEMENTARY THE OPINION ON THE COMPANY S FINANCIAL REPORT OF AB S.A. FOR THE PERIOD FROM 1 JULY 2009 TO 30 JUNE 2010 4 I. GENERAL INFORMATION 5 1. Data identifying the audited company 5 2. Information on the financial report for the previous financial report 6 3. Data identifying the entity entitled and a certified auditor conducting the audit on its behalf 7 4. The availability of data and statement of the unit s management 7 5. Property and financial situation of the Company 8 II. DETAILED INFORMATION 9 1. Assessment of the accountancy system 9 2. Information on the audited financial report 9 3. Information on selected, significant items of the financial report 10 4. Completeness and correctness of preparing the introduction into the financial report, additional information and explanations and the report on the unit s activity 11 5. Information and final arrangements 12 FINANCIAL REPORT OF THE COMPANY AB S.A FOR THE PERIOD FROM 1 JULY 2009 TO 30 JUNE 2010 1. INTRODUCTION 2. BALANCE SHEET 3. PROFITS AND LOSS ACCOUNT 4. JUXTAPOSITION OF CHANGES IN EQUITY 5. CASH FLOWS STATEMENT 6. ADDITIONAL INFORMATION AND EXPLANATIONS REPORT ON THE COMPANY S ACTIVITY OF AB S.A. FOR THE PERIOD FROM 1 JULY 2009 TO 30 JUNE 2010 THE OPINION OF THE INDEPENDENT CERTIFIED AUDITOR To the Shareholders and the Supervisory Board of AB S.A. We conducted the audit of the attached financial report of the Company AB S.A. with its seat in Wrocław at Kościerzyńska street 32, covering: - the introduction to the financial report, - balance sheet prepared as of 30 June 2010 which on the side of the assets and liabilities shows the sum of 545 461 thousand PLN, - profits and loss account for the period from 1 July 2009 to 30 June 2010 showing the net profit in the amount o 21 054 thousand PLN, - juxtaposition of changes in equity for the period from 1 July 2009 to 30 June 2010 showing the increase of equity by the amount of 16 781 thousand PLN,
- cash flow statement for the period from 1 July 2009 to 30 June 2010 showing the increase of the cash means by the amount of 8 717 thousand PLN, - additional information and explanations. For the preparation of the financial report consistent with the obligatory law provisions and the report on the activity, the Company s Management Board is responsible. The Company s Management Board and the members of the Supervisory Board are obliged to assure for the financial report and the report on the activity to meet the requirements foreseen in the act of 29 September 1994 on accountancy (J. of L. of 2009 No152 it. 1223 as amended), hereinafter referred to as the act on accountancy ). Our task was to audit and express the opinion on the consistency of the financial report with the accountancy policy (principles) adopted by the Company and to express the opinion whether it presents clearly and reliably in all significant aspects the property and financial situation as well as the financial result of the Company and on the correctness of the accounting books constituting the basis for its preparation. The financial report of the Company for the previous financial year completed on 30 June 2009 was subject to the audit prepared by another certified auditor. Our opinion refers only to the financial report completed on 30 June 2010. We planned and conducted the audit of the financial report in accordance with the following provisions: - chapter 7 of the act on accountancy, - national standards of the financial review issued by the National Board of Certified Auditors in Poland. The audit of the financial report was planned and conducted in such a manner in order to obtain the rational certainty allowing to express the opinion on the report. In particular, the audit covered the check of the correctness of the accountancy policy (principles) applied by the Company and significant estimates, check to a significant extent at random the accounting evidence and records, from which the numbers and information result contained in the financial report as well as the entire assessment of the financial report. We think that the audit provided a significant basis to express the opinion. In our opinion, the audited financial report in all significant aspects: - presents reliably and clearly the information significant for the assessment of the property and financial situation of the Company as of 30 June 2010 as well as its financial result for the financial year from 1 July 2009 to 30 June 2010, - was prepared in accordance with the accountancy policy (principles) required to be applied and on the basis of the correctly conducted accounting principles, - is consistent with the law provisions and the provisions of the Company s agreement affecting the text of the financial report.
The report on the Company s activity for the year completed on 30 June 2010 is complete in the understanding of art. 49 it. 2 of the act on accountancy and the regulation of the Minister of Finances of 19 February 2009 on current and periodical information transferred by the issuers of securities and the conditions to recognize the information required with the law provisions as equal of the non- Member State and the information contained therein coming from the audited financial report is consistent therewith. /Round official seal Avanta entity no 3477 Avanta Audit Sp. z o.o. The entity authorized to audit the financial report ul. Szwedzka 5, Biełany Wrocławskie, 55-040 Kobierzyce/ Grzegorz Warzocha (illegible signature) Key certified auditor conducing the audit reg. no 90035 Bielany Wrocławskie, 2 November 2010 REPORT SUPPLEMENTARY THE OPINION ON THE AUDIT OF THE FINANCIAL REPORT OF THE COMPANY AB S.A. FOR THE PERIOD FROM 1 JULY 2009 TO 30 JUNE 2010 1. GENERAL INFORMATION 1. Data identifying the unit audited The company operates under the name AB S.A. The seat of the Company is Wrocław, ul. Kościerzyńska 32. The Company conducts the activity in the form of a joint stock company established with the notary deed on 24 September 1998 before the notary public Marek Bartnicki in Warsaw (Repertory A No 5302/98). The company was registered in the entrepreneurs register conducted by the District Court for Wroclaw- Fabryczna VI Economic Division of the National Court Register under the number 0000053834. The company possesses the tax identification number NIP 895-16-28-481 granted by the head of Tax Office Wrocław Psie Pole on 27 October 1998. The statistical office granted to the Company on 14 October 1998 REGON number 931908977. The company operates on the basis of the Code of commercial companies. In accordance with the Company s agreement, the subject of the activity includes:
-retail trade and wholesale in computer hardware, multimedia, telecommunication and electronic equipment, on its own account, in commission, on the agency or trade agency basis, -import and export of the computer hardware, telecommunication, multimedia and electronic equipment, - developing software products and trade in these products, - installation of IT networks, - service assembly and repair of the computer hardware, telecommunication, multimedia and electronic equipment, - internet services, -service services, -IT advisory, -implementation of the computer systems, - services in the area of promotion, advertising and marketing, - training, typographic and publishing activity, -conducting customs warehouses, -forwarding and transport services, - rental of rooms, Purchase of machines, equipment for its own needs. In the audited period, the Company conducted the activity connected with import, export and trade in computer hardware, software programmes, assembly and repair of computer hardware and other IT services. In accordance with the state as of 30 June 2010 among the shareholders possessing above 5% of shares in the Company s initial capital there re the following: - Andrzej Przybyło 8,1% shares, - Iwona Przybyło 24,2 % shares, - Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK 8,4% shares, - ING TFI S.A. 6,3% shares, In the financial year the Company s initial capital was increased from the amount of 15 950 002 PLN to the amount of 16 295 002 PLN. The increase of the initial capital was made as a result of the emission 269 000 items of shares series G and the emission of 76 000 shares of the K series of nominal value of 1 PLN each. After a balance day, there were no changes in the Company s initial capital. The stock capital of the Company as of 30 June 2010 amounts to 16 295 002 PLN and consists of 16 295 002 of shares with the nominal value 1,00 PLN each. The financial year of the Company is the period from 1 July of calendar year to 30 June of the following calendar year. The Company possesses the following affiliated entities: - Alsen Sp. z o.o. - subsidiary in 69,29% - Alsen marketing Sp. z o.o. - subsidiary in 100% - BsB IT Sp. z o.o. -subsidiary in 100% - AT Computers Holding a.s. -subsidiary in 100% - AT Computers a.s. - subsidiary in 100% - AT Compus s.r.o. - subsidiary in 100% - Comfor Stores a.s. - subsidiary in 100%
- AT Computer s.r.l. -susbsidiary in 100% The composition of the Company s Management Board as of the day of giving the opinion included: -Andrzej Przybyło President of the Management Board, - Krzysztof Kucharski Member of the Management Board, - Zbigniew Mądry Member of the Management Board, Commercial Director, -Grzegorz Ochędzan Member of the Management Board, Financial Director. On 30 September 2010 the Supervisory Board AB S.A. appointed to Management Board Mr Krzysztof Kucharski. 2. Information on financial report for the previous working year The activity of the Company in the period from 1 July 2008 to 30 June 2009 was closed with the net profit in the amount of 16 446 thousand PLN. The financial report of the Company for the period from 1 July 2008 to 30 June 2009 was subject to the audit by the certified auditor. The audit was conducted by the entity entitled Deloitte Audyt Sp. z o.o.. The certified auditor gave the opinion without reservations on the report on 29 October 2009. The Meeting of Shareholders approving the financial report for the period from 1 July 2008 to 30 June 2009 was held on 4 December 2009. The General Meeting of Shareholders decided that a part of the profit in the amount of 4 266 983,88 PLN will be allocated for the payment of the dividend for the shareholders and the remaining part in the amount of 12 178 777.63 PLN will be allocated for the reserve capital of the Company. The financial report for the period from 1 July 2008 to 30 June 2009 was registered in the National Court Register on 9 December 2009 and published in Monitor Polski B no 636 on 26 March 2010. 3. Data identifying the entity entitled and the certified auditor conducting the audit on it behalf The audit of the financial report was prepared on the basis of the agreement of 24 May 2010 concluded between AB S.A. and the company Avanta Audit Sp. z o.o. with its seat Bielany Wrocławskie, ul. Szwedzka incorporated into the list of the entities entitled to audit the financial reports conducted by the National Board of the Certified Auditors under the number 3477. On behalf of the entity entitled to audit the financial report was conducted under the supervision of the key certified auditor Grzegorz Warzocha (registration number 90035) in the period from 24 May 2010 to 2 November 2010 including in the seat of the Company between 24 may 2010 to 28 May 2010, from 10 September to 24 September 2010 and from 4 October to 8 October 2010. The selection of the entity entitled was made by the Supervisory Board with the resolution of 12 January 2010 on the basis of the authorization concluded in art. 14.2.20 of the Company s Statute. Avanta Audit Sp. z o.o. and a certified auditor Grzegorz Warzocha confirm that they are entitled to audit the financial reports and that the fulfill the conditions defined in art. 56 it. 3 and 4 of the act on certified auditors and their self-government, entities entitled to audit the financial reports and the public supervision (J. of L. of 2009 No 77, it. 649) to express an impartial and independent opinion on the financial report of the Company AB S.A. 4. Availability of data and statements of the unit s management There were no limitations in the scope of our audit.
The entity entitled and the key certified auditor in the course of the audit were allowed the access to all the demanded documents and data as well as they were granted exhausting the information and explanations, which, inter alia, was confirmed with the written statement of the Company s Management Board of 2 November 2010. 5. Property and financial situation of the Company Below there are basic figures from the profits and loss account and the financial indices describing the Company s financial result, its financial and property situation in comparison with the analogous figures for the previous years. Basic figures in the profits and loss 1.07.2009 1.07.2008 1.01.2007- account (in thous. PLN) 30.06.2010 30.06.2009* 30.06.2008* Revenues on sale 1633513 1642337 2259350 Costs of operational activity (1595575) (1570289) (2219270) Other operational revenues 5092 4714 1829 Other operational costs (19105) (32242) (19724) Financial revenues 9272 9957 4165 Financial costs (8137) (33026) (15352) Tax income (4006) (33026) (15352) Net profit (loss) 21054 16446 8452 Profitability indices 1.07.2009 1.07.2008 1.01.2007 30.06.2010 30.06.2009* 30.06.2008* Sale profitability 1,5% 1,3% 0,5% Net sale profitability 1,3% 1,0% 0,4% Net profitability of equity 10,5% 8,7% 4,7% Efficiency indices - Index of property rotation 2,99 3,55 4,84 - Index of rotation of receivables 40 35 40 on days - Rotation index of liabilities on 39 29 32 days Liquidity, working capital net -indebtedness rate 59% 56% 59% Coverage degree of property with equity 41% 44% 41% Net working capital (in thous, PLN) 49750 34628 58591 Liquidity index 1,15 1,13 1,22 Index of increased liquidity 0,63 0,70 0,60 *) not audited by Avanta Audit Sp. z o.o. Efficiency indices for the period from 1 January 2007 to 30 June2008 were compared on the basis of the calculations for the 12 month period. The analysis of the abovementioned amounts and indices indicates for the occurrence in 2009 of the following tendencies: - Improvement in profitability indices,
- Improvement in property rotation index, - Extension of the rotation period of receivables and liabilities, - Increase in indebtedness rate, - Increase in liquidity index. II DETAILED INFORMATION 1. The assessment of the accountancy system Accountancy system The company possesses the documentation required with the provisions of art. 10 of the act of 29 September 1994 on accountancy (J. of L. of 2009, No 152, it. 1223 as amended) hereinafter referred to as the act on accountancy, in particular concerning: defining the financial year and the reporting periods included, valuation methods of assets and liabilities and establishing the financial result, the method for conducting the accounting books, system of data protection and its sets. Documentation of the accountancy policy was developed in accordance with the act on accountancy and approved to be applied from 1 January 2002. The changes in the accountancy policy resulting from the changes in accounting and tax principles were introduced with separate resolutions of the Company s Management Board. The accountancy principles adopted by the Company are consistent with the act on accountancy. Basic principles of valuation of assets and liabilities and the measurement of financial result were presented in the introduction into the financial report. In the Company, the computer system of accounting registration MFG Pro firm QAD Polska Sp. z o.o. is applied, in which the accounting of all the economic events are made. The MFG pro system possesses password security against the access of the unauthorized persons and functional limitations of access. The description of the IT system meets the requirements of art. 10 it. 1 point 3 let. c) of the act on accountancy. The opening balance results from the financial report approved for the previous financial year and it was properly introduced into the accounting books of the audited period. In the area of the balances of the opening balance we performed the necessary procedures aiming at confirming whether the balances do not contain significant errors. In the part audited by us, the documentation of the economic operations, the accounting books and connection of accounting entries with the documents and financial report meet the requirements of the section 2 of the act on accountancy. The accounting books, accounting evidence, documentation of the adopted method of conducting the accountancy and approved financial reports of the Company are stored in accordance with the section 8 of the act on accountancy. The Company conducted the stock-taking of the assets and liabilities in the area and on the dates and with the frequency required by the act on accountancy. The stock-taking differences were included and settled in the books of the period audited. 2. Information on the audited financial report The financial report audited was prepared as of 30 June 2010 and covers: - Introduction to the financial report
- Balance sheet prepared as of 30 June 2010, which on the side of assets and liabilities shows the sum of 545 461 thous. PLN, - The profits and loss account for the period from 1 July 2009 to 30 June 2010 showing the net profit in the amount of 21 054 thousand PLN, - Juxtaposition of changes in equity for the period from 1 July 2009 to 30 June 2010 showing the increase of equity by the amount of 16 781 thousand PLN, - Cash flow statement for the period from 1 July 2009 to 30 June 2010 showing the increase of monetary means with the amount of 8 717 thousand PLN, - Additional information and explanations. The structure of assets and liabilities and positions shaping the financial result was presented in the financial report. 3. Information on selected, significant positions of the financial report Tangible fixed assets The position of tangible fixed assets in the Company consists of: - Fixed assets in the amount of 62 655 thousand PLN, - Fixed assets under construction in the amount of 429 thousand PLN The notes of additional explanations and information to the financial report correctly describe the changes in the fixed assets and fixed assets under construction jointly with the disclosure of any revaluation write-offs fro the above property items. Long-term investments Long-term investments of financial assets in the Company included: - Shares and stocks in subsidiaries in the amount of 104 904 thousand PLN, - Granted loans in the amount of 399 thousand PLN The notes of additional explanations and information to the financial report correctly describe the changes in the investment in the course of the financial year. Inventories The structure of the inventories and revaluation write-offs connected therewith was properly presented in the explanatory note for the balance position. The age structure of the inventories possessed by the Company as of the balance day did not show the positions which significantly linger not covered with the updating write-offs in accordance with the accepted accountancy policy. Receivables The age structure of the trade receivables was properly presented in the note explaining the position of the balance, in total with their updating write-offs. Liabilities The largest values among the liabilities of the Company include: - Liabilities for supplies and services in the amount of 197 043 thousand PLN - Credits and short-term loans in the amount of 101 970 thousand PLN
The specification of the incurred credits with the description of their securities and maturity dates were disclosed in the additional notes of the explanations and information to the financial report. The trade receivables as of 30 June 2010 covered mainly the current positions, the payment period of which amounted to 30 days. Accrued settlements and reserves for liabilities The explanatory notes active and passive accrued settlements and reserves for the liabilities in the proper manner describe their structure. The costs and revenues settled in time were properly qualified in relation to the audited financial period. Reserves for liabilities were established in reliably assessed amounts. The positions were included properly and correctly in significant aspects with reference to the whole financial report. 4. Completeness and correctness of the preparation of the introduction into the financial report, additional information and explanations and the report on the unit s activity The introduction into the financial report contains all the information required with the annex no 1 to the act on accountancy. The Company confirmed the reasonability of the application of the principle of the activity s continuation while preparing the financial report. The principles for valuation of assets and liabilities, the measurement of the financial result and the preparation method of the financial report were properly and completely described in this introduction. The Company prepared additional information and explanations in the form of tabular notes to the particular positions of the balance sheet and profits and loss account and wording descriptions. The explanatory notes to the positions: fixed assets, intangible and legal assets, investments, liabilities and reserves properly present the increases and decreases and the titles for these changes in the financial year. For particular assets shown in the balance sheet the possibility was presented to dispose of them due to the security made to the creditors. Additional information and explanations to the financial report in the proper and complete manner describe the reporting positions and clearly present other information consistently with the requirements defined in the regulation of the Minister of Finances of 18 October 2005 on the scope of the information shown in the financial reports and consolidated financial reports, required in the emission prospect for the issuers with the seat in the territory of the Republic of Poland for which the Polish accountancy principles are applicable (J. of L. of 2005 No 209 it. 1743 as amended) and in the regulation of the Minister of Finances of 19 February 2009 on current and periodical information transferred by the issuers of securities and the operation conditions for the equal information required by the law provisions of the non-member state 9J. of L. of 2009 No 33, it. 259 as amended). The Management Board prepared and attached to the financial report the report on the Company s activity in the period from 1 July 2009 to 30 June 2010. The report on the activity contains the information required with art. 49 it. 2 of the act on accountancy and the regulation of the Minister of Finances of 19 February 2009 on current and periodical information transferred by the issuers of the securities and conditions to recognize the information requires with the law provisions of the non- Member state as equal. We checked the report in the area of the information disclosed therein, the direct source of which is the audited financial report. 5. Information and final arrangements
Statements of the Management Board Avanta Audit Sp. z o.o and the key certified auditor obtained from the Company s Management Board written statement in which the Management Board stated that the Company complied with the law provisions. /Round official seal Avanta entity no 3477 Avanta Audit Sp. z o.o. The entity authorized to audit the financial report ul. Szwedzka 5, Biełany Wrocławskie, 55-040 Kobierzyce/ Grzegorz Warzocha (illegible signature) Key certified auditor conducing the audit reg. no 90035 Bielany Wrocławskie, 2 November 2010