CONSOLIDATED ANNUAL REPORT OF THE CAPITAL GROUP Integer.pl SA for the year 2011

- Cracow, 26 April 2012 -

  1. A letter from the President of the Management Board to shareholders 6

  2. Basic information on the companies of the Capital Group. 8

  3. Management Report (Report on the operations of Integer.pl SA Capital Group). 16

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

  5. Selected consolidated financial data for the years 2011 and 2010, and the conversion to EUR. 18

  6. Characteristics of selected economic and financial values disclosed in the annual consolidated financial statements 19

  7. Key risks and threats 21

  8. Operations of Integer.pl SA Capital Group 26

    1. Information on basic products, goods or services with qualitative and quantitative description and share of individual products, goods or services (if material) or their groups against the Issuer's total sales volumes, and information on changes in products, goods or services during the financial year. 27
    2. Seasonality of sales. 28
    3. Information on markets (both Polish and foreign) and information on sources of supply of production materials, goods and services, indicating dependence on one or several customers and suppliers; customers or suppliers with at least 10% of share in total revenues from sales - their (business) name, share in sales or supply volumes, and formal relations with the issuer. . 28
    4. Sources of supply. 29
    5. Agreements significant for the operations of the Capital Group and other significant events in 2012 29

      1. Significant agreements of the Capital Group affecting its operations. 29
      2. Known agreements between shareholders. 30
      3. Significant events affecting the operations of the Capital Group in the financial year 2011. 32
      4. Significant events affecting the operations of the company after the end of the financial year to the date of the annual report publication. 35
      5. Loans, borrowings and sureties and guarantees 39

        1. Information on loan and borrowing agreements incurred and terminated in a given year, with the specification of at least their amounts, types and interest rate, currency and maturity. 39
        2. Information on loans granted in the financial year, in particular to the Issuer's related parties, specifying at least their amount, type, interest rate, currency and maturity 46
        3. Information on lease agreements concluded. 48
        4. Information on sureties and guarantees granted and received, with particular emphasis on sureties and guarantees granted to the Issuer's related parties. 48 Bank guarantees granted to the companies of Integer.pl SA Capital Group 48 Sureties granted to the companies of Integer.pl SA Capital Group 49
        5. Information on the Group's organisational or capital relations with other entities and description of the Group's major local and foreign investments (securities, financial instruments, intangible assets and real property), including capital expenditure outside its group of related parties and methods of their financing. 50

          1. Description of the Capital Group's organisation with the specification of entities subject to consolidation and description of changes in the organisation of the capital group. Organisational or capital relations of the group's companies with other entities. 50
          2. Major domestic and foreign investments (securities, financial instruments, intangible assets and real estates), including capital investments made outside the Group of related parties and methods of their financing. 51
          3. Information on significant transactions concluded by the issuer or its subsidiary with related parties not concluded at arm's length, together with amounts and information specifying the nature of these transactions 51
          4. Expected development of Integer.pl SA Capital Group. 51

          5. Major achievements in the field of research and development of the companies of the Capital Group 54

          6. Current and projected financial position of the Capital Group. 56

          7. Specification of proceedings pending before a court, an authority competent for arbitration or a public administration body, including the information regarding: proceedings concerning liabilities or receivables of the issuer or its subsidiary, whose value is at least 10% or two or more proceedings concerning liabilities and receivables whose total value is, respectively, at least 10% of issuer's equity 58

          8. Explanation of discrepancies between financial results presented in the annual financial report and forecast results for a given fiscal year published earlier. 58

          9. The assessment (and its justification) of financial assets management with particular focus on the ability to meet the obligations, as well as identification of potential threats and actions the Issuer has taken or is going to take in order to prevent them 58

          10. Assessment of the feasibility of planned investments, including capital expenditure, against owned assets, including any possible changes in the structure of investment financing.

            59
          11. Assessment of factors and extraordinary events influencing the financial result in the fiscal year and the identification of their impact on the financial result. 60

          12. External and internal key factors influencing the issuer's development and description of the issuer's development perspectives at least until the end of the financial year following the financial year for which the financial statements were prepared included in the annual report, including the elements of the issuer's adopted market strategy 60

            Integer.pl Group prepares itself also to launch within the next 4 years as many 16 thousand self- service parcel machines all over the world. The project is valued at EUR 300 million, and the advisor of Integer.pl Group in its implementation is Ernst&Young. 66

            International expansion of InPost self-service parcel machines 66

          13. Changes of basic principles of management of the Issuer's business and its Capital Group. 73

          14. Personnel policy 73

          15. Agreements concluded between the issuer and managers, providing compensation in the event of their resignation or dismissal from positions currently held for no justified reason, or if they are recalled or dismissed as a result of the issuer's business merger by take-over. 73

          16. Amounts of remuneration, bonuses or rewards, including those received under incentive or bonus schemes based on the Issuer's capital, schemes based on bonds with pre-emptive rights, convertible bonds, subscription warrants (in cash, in kind or any other form), paid, due or potentially due to members of the Issuer's Management Board and Supervisory Board (separately); regardless of whether they were included accordingly in costs or resulted from the division of profits in case when the issuer is the parent company or a significant investor - separately information on the value of remuneration and bonuses received for performing functions in the authorities of subsidiaries 74

          17. Total number and nominal value of all shares of the issuer and shares of the issuer's related parties held by members of the issuer's Management and Supervisory Board (for each person separately). 74

          18. Changes in the quantities of shares of Integer.pl SA held. 76

          19. Total number and nominal value of all shares of the issuer and shares of the issuer's related parties held by members of the issuer's Management and Supervisory Board (for each person separately). 78

          20. Information on the control system of employee share schemes 79

          21. Information on: 79

          INTEGER.pl SA published this content on 14 April 2017 and is solely responsible for the information contained herein.
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