Integer pl : CONSOLIDATED ANNUAL REPORT OF Integer.pl SA Capital Group for 2012

-Cracow, 26 April 2013-

1. Letter from the President of the Management Board to shareholders 5

2. About the Capital Group companies 8

3. Management Report (Management Report on operations of Integer.pl SA Capital Group).

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4. Presentation of selected consolidated financial data of Integer.pl SA Capital Group for the last 3 years 17

5. A specification of basic consolidated economic and financial figures disclosed in the annual financial statements and conversion to EUR 18

6. Characteristics of selected economic and financial figures disclosed in the consolidated annual financial statements 18

7. Description of key risks and threats 20

8. Operations of Integer.pl SA Capital Group 27

9. Core activities conducted by the company. 27
10. Seasonality of sales. 27
11. Markets 28
12. Sources of supply. 28

13. Contracts significant for the operations of the Capital Group, affecting its operations and other significant events 28

14. Contracts concluded between shareholders and Integer.pl SA 38
15. Changes in numbers of shares held in 2012 and until the date of the report publication. 38
16. Significant events affecting the company's operations in the financial year 39

17. Loans, borrowings and sureties and guarantees 43

18. Information on loan and borrowing contracts concluded and terminated in a given financial year, with the specification of at least their amount, type and interest rate, currency and maturity date..

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19. Information on loans granted in the financial year, with particular attention to loans granted to the Issuer's related parties, with the specification of at least their amount, type and interest rate, currency and maturity date. 52
20. Information on lease contracts concluded. 58
21. Information on sureties and guarantees granted and received in the financial year, with particular emphasis on sureties and guarantees granted to the Issuer's related parties. 58

22. Information on organisational or capital relations of the Group with other entities and specification of its main domestic and foreign investments (securities, financial instruments,

    intangible assets and property), including capital investments performed outside its Group of related parties and a description of the method of their financing. 59

23. Description of the organisation of the Capital Group with the specification of entities subject to consolidation and description of changes in the organisation of the capital group. Organisational and capital relations of the group's companies with other entities. 59
24. Major domestic and foreign investments (securities, financial instruments, intangible assets and property), including capital investments performed outside the Group of related entities and methods of their financing. 60
25. Information on major transactions concluded by the issuer or its subsidiary with related entities under conditions other than market conditions, including the amount and information specifying the nature of these transactions. 60

26. Expected development of Integer.pl SA Capital Group. 61

27. Major achievements in the field of research and development of Integer.pl SA Capital Group. 65

28. Current and projected financial position of Integer.pl SA Capital Group 67

29. Proceedings pending before a court, an arbitration body or a public authority, including information about single proceedings relating to the liabilities or receivables of the Issuer or its subsidiary, with a value of at least 10% of the Issuer's equity, or two or more proceedings related to the liabilities and receivables with an aggregate value of at least 10% of the Issuer's equity..69

30. Explanation of differences between financial results disclosed in the annual report and previously published forecast results for a given year 69

31. Assessment, and its justification, concerning the management of financial resources, with particular emphasis on the ability to meet the obligations incurred, and specification of any possible threats and measures that the Issuer has taken or intends to take in order to address such threats 69

32. Assessment of the feasibility of intended investments, including capital investments, compared to the amount of resources available, taking into account the possible changes in the financing structure of such operation. 70

33. The assessment of factors and unusual events affecting the result from operations for the financial year, with the specification of the extent to which such factors or unusual events affect the result achieved. 71

34. Characteristics of external and internal factors significant for the development of the Issuer's enterprise and description of the development prospects for the Issuer's operations at least until the end of the financial year following the financial year for which the financial statements included in the annual report were drawn up, including elements of market strategy developed by the Issuer 71

    For more information about Integer.pl SA Capital Group, go to: www.integer.pl, www.InPost.pl, www.paczkomaty.pl, www.easypack24.eu, www.mobilneplatnosci.pl 82

35. Changes in basic management principles of the Issuer's enterprise 82

36. Personnel policy 82

37. Any contracts concluded between the Issuer and the managing persons, providing for the compensation in case of their resignation or dismissal from the position held without a serious reason or when their recall or dismissal is the result of the Issuer's merger by acquisition. 82

38. The value of remuneration, bonuses or benefits, including those arising from incentive schemes or bonus schemes based on the Issuer's equity, including schemes based on pre- emptive or convertible bonds, subscription warrants (in cash, in-kind or in any other form), paid, due or potentially due, separately for each managing and supervising person of the Issuer in the Issuer's enterprise, irrespective of whether they were included in costs or resulted from profit sharing in case when the Issuer is a parent company or a significant investor - separately information on the value of remuneration and bonuses received for performing functions in the bodies of subsidiaries 82

39. Information on the control system of employee stock ownership plans 83

40. Information on: 83

41. The date of the conclusion of the contract between the Issuer and the entity authorised to audit financial statements, for the audit or review of the financial statements or consolidated financial statements and on the period for which such contract was concluded. 83
42. The remuneration of the entity authorised to audit financial statements, paid or due for the financial year, separately for: auditing the annual financial statements, other certifying services, including the review of the financial statements, tax advisory services, and other 83

43. Distribution of net profit for 2012 proposed by the Management Board of the company 84

44. Representations of the Management Board. 85