BUSINESS REPORT FOR 2015 - aluminium-konin.com.pl GK -Sprawo… · 1 IMPEXMETAL GROUP BUSINESS...

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IMPEXMETAL GROUP

BUSINESS REPORT

FOR 2015

The report was approved for publication on

21 March 2016

IMPEXMETAL SA: Business Report of the Group for 2015

TABLE OF CONTENTS

1. INTRODUCTION............................................................................................................................................ 3

2. APPROVAL OF THE REPORT FOR PUBLICATION. .................................................................................. 4

3. STRUCTURE OF THE CAPITAL GROUP .................................................................................................... 4

4. SIGNIFICANT EVENTS ................................................................................................................................. 9

5. SCOPE OF BUSINESS ............................................................................................................................... 12

6. FINANCIAL ANALYSIS ............................................................................................................................... 18

7. DESCRIPTION OF ASSETS, EQUITY AND LIABILITIES STRUCTURE ................................................... 24

8. DESCRIPTION OF SIGNIFICANT OFF-BALANCE SHEET ITEMS ........................................................... 27

9. SIGNIFICANT AGREEMENTS AND CONTRACTS .................................................................................... 28

10. CAPITAL INVESTMENTS AND CHANGES IN THE STRUCTURE ....................................................... 30

11. RESEARCH AND DEVELOPMENT ....................................................................................................... 32

12. TRANSACTIONS WITH AFFILIATED ENTITIES ................................................................................... 33

13. LOANS AND BORROWINGS................................................................................................................. 37

14. GUARANTEES AND SURETIES ............................................................................................................ 40

15. OWN SHARES........................................................................................................................................ 40

16. ISSUES OF SECURITIES ....................................................................................................................... 41

17. DIVIDEND ............................................................................................................................................... 42

18. MANAGEMENT BOARD’S FORECAST ................................................................................................ 42

19. PRINCIPLES OF MANAGEMENT OF FINANCIAL RESOURCES ........................................................ 42

20. ASSESSMENT OF POSSIBILITIES OF IMPLEMENTATION OF THE INTENDED INVESTMENTS

(FINANCIAL SITUATION) ..................................................................................................................................... 43

21. FACTORS AND UNUSUAL EVENTS AFFECTING THE RESULT ........................................................ 43

22. DESCRIPTION OF SIGNIFICANT RISK FACTORS AND HAZARDS ................................................... 43

23. PERSPECTIVES, ASSUMPTIONS AND DEVELOPMENT PLANS. GROUP’S STRATEGY ................ 46

24. EMPLOYMENT ....................................................................................................................................... 48

25. CHANGES IN FUNDAMENTAL PRINCIPLES OF MANAGING AN ENTERPRISE OF THE COMPANY

AND OF ITS CAPITAL GROUP ............................................................................................................................ 48

26. AGREEMENTS CONCLUDED BETWEEN THE COMPANY AND ITS OFFICERS, PROVIDING FOR

COMPENSATION IN THE EVENT OF RESIGNATION OR DISMISSAL OF SUCH PERSONS FROM THE

POSITIONS HELD WITHOUT CAUSE, OR WHERE SUCH DISMISSAL IS CAUSED BY MERGER OR

TAKEOVER. .......................................................................................................................................................... 48

27. PERSONS MANAGING AND SUPERVISING THE COMPANY’S ACTIVITY. ....................................... 49

28. REMUNERATIONS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD ........................ 54

29. COMPANY’S SHARES AND SHARES IN SUBSIDIARY ENTITIES OF THE COMPANY HELD BY

MEMBERS OF GOVERNING AND SUPERVISORY BODIES ............................................................................. 56

30. INFORMATION ON AGREEMENTS KNOWN TO THE COMPANY (INCLUDING THOSE CONCLUDED

UPON THE BALANCE SHEET DATE) UNDER WHICH FUTURE CHANGES MAY OCCUR IN THE

PROPORTIONS OF SHARES HELD BY THE EXISTING SHAREHOLDERS AND BONDHOLDERS ............... 56

31. INFORMATION ON THE SYSTEM OF CONTROLLING EMPLOYEE SHARES ................................... 56

32. AGREEMENT WITH INDEPENDENT STATUTORY AUDITOR ............................................................ 56

33. LITIGATION UNDERWAY ...................................................................................................................... 57

34. CORPORATE GOVERNANCE PRINCIPLES STATEMENT ................................................................. 58


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1. INTRODUCTION

Impexmetal Spółka Akcyjna, hereinafter the Company, was established on 1 July 1995 in Warsaw as a result of

transformation of a state-owned enterprise Centrala Importowo – Eksportowa Impexmetal. Company's business

profile is associated with the trade in non-ferrous metals, their semi-finished products and alloys (aluminium,

copper, zinc, lead) as well as worldwide distribution of bearings. Since the mid-70s, the Company has been

carrying out transactions on the London Metal Exchange LME.

Currently, Impexmetal is one of largest Polish organisations with the structure of a manufacturing and trading

holding company. Impexmetal operates on all continents while maintaining contacts with hundreds of foreign

partners as well as the thousands of Polish companies. Impexmetal S.A. is the owner or major shareholder in 30

companies, including 5 manufacturing plants. In 2015, Impexmetal Capital Group was employing more than

1,900 employees.

The Company’s registered seat is at Jagiellońska street No. 76. The company is registered with the District Court

for the capital city of Warsaw, 12th Commercial Division of the National Court Register under KRS number

0000003679. The Company’s REGON (Business ID) is 011135378, NIP (tax ID) is 525-00-03-551.

Impexmetal S.A. shares have been listed since 24 June 1997 on the Warsaw Stock Exchange - "Metal Industries"

Sector. In 2005, Impexmetal S.A. became part of Boryszew Capital Group.

The Company may establish other companies with similar business profile in the country and overseas, join other

companies as well as establish branches and representative establishments. The Company was established for

an indefinite period of time.

Impexmetal S.A. is the parent entity of Impexmetal Capital Group.

Core business lines of individual companies within Impexmetal Capital Group, included in the consolidated

financial statements, include:

production of copper and copper alloy metallurgic articles,

copper and brass goods production

production of intermediate products of copper and its alloys,

zinc goods production

purchase, processing and trade in scrap accumulators and non-ferrous metals, lead production

trade.

The parent for Impexmetal S.A is Boryszew S.A.

The price of Impexmetal shares on the Warsaw Stock Exchange in 2015.


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In 2015:

average price of Company’s shares amounted to PLN 2.87 per share and it was up by PLN 0.10 in

comparison to the average share price in 2014,

share price in 2015 ranged from PLN 2,05 (16.12.2015) to PLN 3.52 (14.05.2015),

average daily trading of the Company's shares was at 170 thousand of shares.

2. APPROVAL OF THE REPORT FOR PUBLICATION.

This Impexmetal Group Business Report for 2015, being an integral part of the consolidated financial statements

of Impexmetal for 2015, was approved for publication by resolution of the Management Board of 21 March 2016

and presents the Impexmetal Capital Group's position in accordance with the requirements of law for the period

from 1 January 2015 to 31 December 2015 with regard to the events that occurred up to the date of approval of

this report for publication. A large part of the information contained in this business report has been described in

more detail in the Company's current reports available, among other places, on the Company's website at:

www.impexmetal.com.pl, where other information on the Company can also be found.

3. STRUCTURE OF THE CAPITAL GROUP

Impexmetal S.A. is the Parent entity of Impexmetal Capital Group. It owns domestic and overseas subsidiaries,

jointly controlled entities, associates, as the parent company of the Impexmetal Group it fulfils management and

supervisory functions in relation to the Capital Group companies.

STRUCTURE OF IMPEXMETAL S.A.

Organisational structure of Impexmetal S.A. is as follows:

- Headquarters in Warsaw,

- Zakład Aluminium Konin in Konin,

- Sales Division in Warsaw.

The structure of the Company is the result of the merger of Impexmetal S.A. and Aluminium Konin-Impexmetal

S.A., which took place on 30 June 2008.

Since 1 July 2008, as part of the organisational structure, Impexmetal S.A., the plant operates under the name:

Aluminium Konin.

The core business of the Head Office in Warsaw is management of the Capital Group, and its objective is to

increase the value of the Company in the long run.

The main business of Aluminium Konin is the manufacture of highly-processed aluminium flat products. With

modernised machines Konin roll-mill is an important entity on the European market of the aluminium products.

Strategic directions in the development of the products offered focus on automotive, electrotechnical and

packaging markets. Basing on its own experiences and cooperating with R & D institutions Zakład Aluminium

Konin introduces to its offer a wide range of aluminium alloys with applications in, among others, cars heat

exchangers and extends its offer as far as innovation multilayers products are concerned.

The production potential is concentrated in two production plants (casting and rolling mill). Annual production

capacity has been estimated on the level of 85 000 tones, out of which ap. 40 % is the production of high-margin

products under long-term contracts.

The Trade Division carried out trading activity by developing the sales to customers outside the Group, with

particular emphasis on the trading transactions in non-ferrous metals(without trading in goods in Poland). The

Trade Brach ceased its operations on 31 December 2015.

IMPEXMETAL GROUP STRUCTURE

As at 31 December 201 Impexmetal Group consists of 4 Production Segments and a separate Other Operations

Segment: (aluminium, copper, zinc and lead, trade and other). The main companies of the Group are:

Aluminium Segment: Impexmetal S.A. Zakład Aluminium Konin, Symonvit Ltd, SPV Impexmetal Sp. z o. o.

Copper Segment: Hutmen S.A., WM Dziedzice S.A.,

Zinc and Lead Segment: Baterpol S.A., ZM Silesia S.A., Baterpol Recycler Sp. z o.o., Polski Cynk Sp. z o.o.

http://www.impexmetal.com.pl/


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Trade: Impexmetal S.A Trade Branch in Warsaw , FŁT Polska Sp. z o.o., FLT Bearings Ltd., FLT France

SAS, FLT Metals Ltd,

Other non-allocated: S&I S.A., SPV Lakme Investment Sp. z o.o., Impex – invest Sp. z o.o., Eastside Capital

Investments Sp. z o.o., Eastside – Bis Sp. z o. o., Baterpol Recycler Sp. z o.o. Sp. komandytowa, Baterpol

Recycler Sp. z o.o. Sp. komandytowo – akcyjna, Baterpol S.A. Sp. Komandytowa, Surowce Hutmen S.A.

Sp. Komandytowa, Baterpol S.A. i Wspólnicy Sp. Komandytowa, ZM Nieruchomości Sp. z o.o., Metal Zinc

Sp. z o. o.

The diagram below shows the organisational structure of the Group:

Impexmetal Capital Group by business segments

Aluminium

Copper

Zink and Lead

Trade

Impexmetal S.A.

excluding the Trade Branch

/parent company/

Symonvit Ltd.

SPV Impexmetal Sp. z o.o.

Hutmen S.A.

WM Dziedzice S.A.

Baterpol S.A.

ZM Silesia S.A.

Polski Cynk Sp. z o.o.

Baterpol Recykler Sp. z o.o

FŁT Polska Sp. z o.o.

FLT Bearings Ltd.

FLT France SAS

FLT Metals Ltd.

Trade Branch of Impexmetal S.A

Other non-allocated

S&I S.A.

SPV Lakme

Investment Sp. z o.o.

Impex-invest Sp. z o.o.

Eastside Capital Investments Sp. z o.o.

EASTSIDE -BIS Sp. z o.o.

Baterpol Recykler Sp. z o.o. Sp. Sp. Komandytowa (limited partnership)

Baterpol S.A. Sp. Komandytowa (limited partnership)

Surowce Hutmen S.A. Sp. Komandytowa (limited partnership)

Baterpol S.A. i Wspólnicy Sp. Sp. Komandytowa (limited partnership)

SPV Silesia Sp. z o.o. (former Baterpol Recycler Sp. z o.o. Komandytowo – Akcyjna)

ZM Nieruchomości Sp. z o.o.

Metal ZINC Sp. z o.o. Baterpo


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Impexmetal Capital Group by share in initial capital in %

100%

13.48%

99.99%

100%

100% 34.98%

97.19%

26.78%

2.72%

49.03%

78.55%

88.46%

100%

61.77%

11.54%

Impexmetal S.A.

71.30%

Surowce Hutmen S.A. Sp.

Komandytowa (limited

partnership)

Baterpol Recykler Sp.z o.o.

99.68%

21.45%

Manufacturing companies - effective % share in share capital

Trade, service companies - effective % share in share capital

Other companies - effective % share in share capital

Companies in liquidation - effective % share in share capital

Hutmen S.A.

65.23%

WM Dziedzice S.A.

73.29%

99.99%

%

100% 98.35%

%%

100% FLT France SAS

98.35%

FLT Bearings Ltd.

98.35%

100%

100%

SPV Impexmetal Sp. z o.o.

99.99%

Baterpol S.A. i Wspólnicy

Sp. Komandytowa (limited

partnership)

Impex-Invest Sp. z o.o.

100%

Baterpol S.A.

99.68%

HMN Szopienice S.A. w likwidacji [in liquidation]

61.57%

Baterpol S.A. Sp. Sp.

Komandytowa (limited

partnership)

Baterpol Recykler Sp. z.o.o

Sp. komandytowa (limited

partnership)

ZM Silesia S.A.

98.04% (*)


99.68%

SPV Lakme Investment Sp. z

o.o.

100%


34.98%

Symonvit Ltd.

100%

FLT& Metals Ltd.

100%

S&I S.A.

100%

SPV Silesia SP. z o.

o.(former Baterpol Recykler

Sp. z.o.o.) 99.40%

Sp Komandytowo-Akcyjna

ZM Nieruchomości Sp. z o.o. 99.40%

100%

(*) Impexmetal S.A. holds 97.19% shares in the initial capital plus ZM Silesia S.A. holds 0.87% treasury shares.

89.30%

%%%%%

FŁT Polska Sp. z o.o. 98.35%

Eastside BisSp. z o.o. 34.98%

Metal Zinc Sp z o. o. 100%

100%

10.69%


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Impexmetal Capital Group structure at 31 December 2015:

Direct subsidiaries Scope of business

Effective share of the

parent in the

Company (%)

Share in total votes

(%)

Companies included in consolidation

FLT & Metals Ltd., UK,

London trade 100.00 100.00

S & I S.A., Switzerland,

Saint-Sulpice trade 100.00 100.00

FŁT Polska Sp. z o.o.,

Warsaw distribution of bearings 98.35 98.35

ZM SILESIA S.A. Katowice 1)

production of zinc and zinc alloys

intermediate products, zinc oxides

and lead oxides

98.04 97.19

Polski Cynk Sp. z o.o., Oława 2)

trade 99.68 100.00

Hutmen S.A., Warsaw 3) plumbing copper pipes production 65.07 65.23

Walcownia Metali Dziedzice

S.A., Czechowice- Dziedzice

S.A. 4)

production of copper, aluminium

intermediate products, intermediate

products other non-ferrous metals

and their alloys, foundry

73.29 98.09

Impex-invest Sp. z o.o.,

Warsaw 5) investment activity 100.00 100.00

Eastside Capital Investments

Sp. z o.o., Warsaw 6) holding activity 34.98 34.98

Symonvit Ltd. w likwidacji,

Cyprus, Nicosia

entity not involved in any operating

activities, in liquidation 100.00 100.00

SPV Impexmetal Sp. z o.o. management of industrial property

rights 99.99 99.99

1) Impexmetal S.A. holds 97.03% shares in the initial capital plus ZM Silesia S.A. holds 0.87% treasury shares,

2) of which Impexmetal S.A. holds directly 88.46% of share capital and votes at the general meeting and ZM SILESIA S.A.

holds directly 11.54% of share capital and votes at the general meeting.

3) of which Impexmetal S.A. holds directly 2.72% of share capital and votes at the general meeting, Impex-invest Sp. z o.o.

holds directly 49.03% of share capital and votes at the general meeting, SPV Impexmetal Sp. z o.o. holds directly 13.48% of

share capital and votes at the general meeting,

4) of which Impexmetal S.A. holds directly 26.78% of share capital and votes at the general meeting and Hutmen S.A. holds

directly 71.30% of share capital and 71.52% of votes at the general meeting, plus Impexmetal S.A parent company,

Boryszew S.A, holds directly 1.92% of share capital and 1.91% of votes at the general meeting,

5) of which Impexmetal S.A. holds directly 78.55% of share capital and votes at the general meeting and Baterpol S.A. i

Wspólnicy spółka komandytowa holds directly 21.45% of share capital and votes at the general meeting.

6) Under an agreement Impexmetal S.A exercises an operational control over Eastside Capital Investments Sp. z o.o.

The share in votes at the general meeting is the same as share in Company’s share capital, except WM

Dziedzice S.A., where the share in share capital is 98.08%.

Direct subsidiaries Scope of business

Effective

share of the

parent in the

Company (%)

Share in

total votes

(%)

Non-consolidated entities

Brassco Inc., USA ) entity not involved in any operating activities 98.03 100.00

Zakład Utylizacji

Odpadów Sp. z o.o.,

Konin

environmental protection services (waste disposal) 59.97 59.97


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Remal Sp. z o.o.,

Konin2) repair and manufacturing services 77.30 77.30

Impex Service Sp. z

o.o., Konin not involved in any operating activities 100.00 100.00

1) of which Impexmetal S.A. holds directly 94.34% of share capital and votes at the general meeting and

Hutmen S.A. holds directly 5.66% of share capital and votes at the general meeting

2) in 2015 Remal redeemed, from its net profit for 2015 (with no changes to share capital) shares purchased

for that purpose. Upon redemption Impexmetal S.S. holds 77.30% of votes at the shareholders’ meeting;

Direct subsidiaries Lower level parent

entities Scope of business

Effective

share of the

parent in the

Company (%)

Share in

total votes

(%)


Baterpol S.A., Katowice Polski Cynk Sp. z o.o.

purchase, processing of battery

scrap as well as the production and

processing of lead and lead alloys

99.68 100.00

SPV Lakme Investment

Sp. z o.o., Warsaw

SPV Impexmetal Sp. z

o.o. developer’s activity 89.30 93.04

Huta Metali

Nieżelaznych

Szopienice S.A. w

likwidacji, Katowice


copper and brass rolled goods

production

in liquidation since 26.09.2008

61.57 61.77

Baterpol Recycler Sp. z

o.o. Wrocław Polski Cynk Sp. z o.o. disposal of zinc bearing waste 99.68 100.00

FLT Bearings Ltd., UK,

London

FLT France SAS,

France distribution of bearings 98.35 100.00

FLT France SAS,

France, Sartrouville FŁT Polska Sp. z o.o. distribution of bearings 98.35 100.00

ZM Nieruchomości Sp. z

o.o.

Polski Cynk Spółka z o

.o. Real estate management 99.40 100.00

Eastside- Bis Spółka z

o.o.1)

Eastside Capital

Investments Spółka z

o.o.

developer’s activity 34.98 34.98

SPV Silesia Sp. z o.o.,

Katowice (former


o.o. SKA)

ZM Nieruchomości Sp.

z o.o.

manufacture of other inorganic

basic chemicals 97.40 100.00

Metal Zinc Sp z o. o. ZM SILESIA SA production of lead, zinc and tin 97.19 100.00

1) Under an agreement Impexmetal S.A exercises an operational control over Eastside -Bis Sp. z o.o.


Przedsiębiorstwo

Usługowo-Handlowe

Hutnik Sp. z o.o. w

likwidacji, Konin

Impex-invest Sp. z o.o. not involved in any operating

activities 94.00 94.00

FLT Wälzlager GmbH,

Germany, Viersen FŁT Polska Sp. z o.o. distribution of bearings 98.35 100.00

FLT & Metals s.r.l., Italy,

Alserio FŁT Polska Sp. z o.o. distribution of bearings 98.35 100.00


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FLT (Wuxi) Trading Co.

Ltd., China, Wuxi FŁT Polska Sp. z o.o. distribution of bearings 98.35 100.00

Jointly controlled

entities - non-

consolidated

Jointly controlling

entities of lower level Scope of business

Effective

share of the

parent in the

Company

(%)

Share in

total votes

(%)

MBO-Hutmen jv Sp. z

o.o., Wrocław Hutmen S.A.

production of welds and white

metal alloys 32.62 50.00

Directly affiliated

companies Scope of business

Effective

share of the

parent in the

Company

(%)

Share in

total votes

(%)


Alchemia S.A. manufacture of steel products 25.20 25.20


Przedsiębiorstwo

Automatyzacji i

Pomiarów Altech Sp. z

o.o., Konin

services, automation and measurements 48.36 48.36


Partnership Partners Scope of business

Baterpol S.A. i

Wspólnicy Spółka

Komandytowa,

Warsaw

General Partners: FŁT Polska Sp. z o.o. – Limited partner:

Impexmetal S.A. wholesale sales of goods

Surowce Hutmen S.A.

Spółka Komandytowa,

Wrocław

general Partner: Hutmen S.A.

Limited partners: Baterpol S.A., FŁT Polska Sp. z o.o

wholesale of other

intermediate products under

commission, wholesale of

waste and scrap

Baterpol Recycler

Sp. z o.o. Spółka

Komandytowa, Wrocław

General Partner: BATERPOL RECYCLER Sp. z o.o..

Limited partner: HMN Szopienice S.A. w likwidacji

wholesale of other



waste and scrap

Baterpol S.A. Spółka

Komandytowa, Katowice

General Partner: Baterpol S.A.

Limited partner: Baterpol Recycler Sp. z o.o., Spółka

Komandytowa

wholesale of other



waste and scrap

Due to different shares in profit, loss and estate under liquidation for simplification the effective share of the Parent Entity in the Company was assumed as 100%.

4. SIGNIFICANT EVENTS

IMPEXMETAL S.A.

Conclusion of significant agreements

On 26 January 2015 the Company signed two agreements with Glencore International AG on buying primary

aluminium in ingots to provide for the needs of the Aluminium Konin plant.

The estimated value of the contracts amounts to approx. PLN 158 million and was determined based on the

current listing prices of aluminium at the LME and the current foreign exchange rates. The contracts are valid for


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2015-2016. Terms and conditions of the contract do not differ from those customarily applied in case of similar

commercial contracts.

On 25 February 2015, the Company concluded a contract Valeo Systemes Thermiques for supply of aluminium

products to production facilities of Valeo Group in 2015-2016. The estimated value of the contract over the period

of its duration amounts to approx. PLN 282 million and has been determined based on the current listing prices of

aluminium at the LME and the current foreign exchange rates. Terms and conditions of the contract do not differ

from those customarily applied in case of similar commercial contracts.

Impexmetal S.A. is Valeo’s supplier of aluminium bands used in production of heat exchangers for motor vehicles.

On 2 March 2015 the Company signed a contract with Trafigura PTE, Ltd. on supplying primary aluminium in

ingots to provide for the needs of the Aluminium Konin plant. The total value of agreements concluded with

Trafigura PTE, Ltd. in the last 12 months period amounts to about PLN 298 million and it exceeds 10% of the

income that comes from the sales of Impexmetal Capital Group.

The most valuable of these agreements is a contract concluded on 2 March 2015 on buying primary aluminium in

ingots to provide for the needs of the Aluminium Konin plant. The estimated value of the contract amounts to

approx. PLN 233,1 million and was determined based on the current listing prices of aluminium at the LME and

the current foreign exchange rates. The contract is valid for 2015-2016. Terms and conditions of the contract do

not differ from those customarily applied in case of similar commercial contracts.

Conclusion of agreement with Boryszew S.A.

On 29 April 2015 Impexmetal S.A. concluded the agreement of cooperation within the scope of management of

real properties possessed by the Boryszew Group with Boryszew S.A. Under the agreement SPV Lakme

Investment Sp. z o.o. will be responsible for management of Group’s real properties. According to the agreement,

the operating control over the Company is exercised by Impexmetal S.A.

Following the split of SPV Lakme Investment Spółka z o.o. real properties contributed to that company were

transferred to Eastside-Bis Spółka z o.o.

Decision on the intention to increase share in the initial capital of Alchemia S.A.

Impexmetal S.A. intended to increase the share in the share capital of Alchemia S.A. up to the level of 51% of the

share capital within the next 3 years. The strategic assumption of Impexmetal S.A. is creation of a strong capital

group, with revenues exceeding PLN 4 billion annually. Performance of the goal determined in such a manner is

possible due to the continuous process of pro-development and product investment in the most promising entities

of the group as well as through capital investments. Considering the potential and similarities of both capital

groups operating in the steel works and metal processing sector as well as the need for coordination of activities

regarding development of the trade activity and development on the new promising markets, Impexmetal S.A.

decided to increase the held packet of shares of Alchemia S.A. in order to gain a dominant position in this

Company, according to the above action strategy.

In 2015 Impexmetal S.A. purchased 12 596 000 shares of Alchemia S.A., accounting for 6.29% of the share

capital which, collectively with already held shares, gives the total of 50 400 000 shares accounting for 25.20%

share in the share capital of Alchemia S.A. On the day of publication of the report, the number of shares held by

the company did not change.

Information on other important events was conveyed in the form of current reports of the Company, which are

available on the website: www.impexmetal.com.pl.

Call to subscribe for sale of Hutmen S.A. shares

On 2 October 2015 Impexmetal S.A. and its subsidiaries, Boryszew S.A. based in Warsaw, SPV Boryszew 3 Sp.

z o.o. based in Warsaw as well as Impex - Invest Sp. z o.o. based in Warsaw and SPV Impexmetal Sp. z o.o.

based in Warsaw, acting together as the Inviting Entity issued a call for shares regarding 4 033 208 shares of

HUTMEN S.A. based in Warsaw, which, together with shares already owned by Boryszew S.A. and subsidiaries

of Boryszew S.A., would result in it having 100% of the votes on the General Meeting of HUTMEN S.A. (“call for

shares”).

The acquisition price in the Call was determined at PLN 5.00 per share which corresponds to the criteria

stipulated in Article 79 of the Act dated 29 July 2005 on public offering and terms of introducing financial

instruments to organised trading and on public companies (i.e. Journal of Laws of 2013, item 1382).


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The Call was announced in connection with the intention to increase the possessed share in the share capital and

number of votes at the General Meeting. If the Inviting Entity obtains 90% or more total votes at the General

Meeting upon the Call and purchase of shares, the Inviting Entity would consider carrying out forced buy-back of

Shares held by the minor stockholders according to the principles specified, in particular, in Art. 82 of the Act.

As the result of the call SPV Boryszew 3 Spółka z o.o. acquired, on 30 November 2015, 420 903 shares of

Hutmen S.A., which constitutes 1.64% of shares of this company and 1.64% of votes in the General Meeting.

As the result of the call Boryszew S.A. along with subsidiaries held 21 983 965 shares of Hutmen S.A., which

constituted 85.89% of shares of this company and 85.89% of votes in the General Meeting.

As at 31 December 2015 Boryszew Capital Group (along with Impexmetal S.A. and subsidiaries) held 21 983 965

shares of Hutmen S.A., which constituted 85.89% of shares of this company and 85.89% of votes in the General

Meeting.

As at the date of preparation of this report Boryszew Capital Group (along with Impexmetal S.A. and subsidiaries)

holds 22 884 537 shares of Hutmen S.A., which constitutes 89.41% of shares of this company and 89.41% of

votes in the General Meeting.

Completion of share buy-back

On 15 November 2015, in connection with the lapse of time limit for which it was resolved, the own share buy-

back program adopted by way of resolution no. 8 of the Extraordinary General Meeting of Stockholders of 15

November 2010 was completed.

Pursuant to Resolution no. 8 of the Extraordinary General Meeting of Stockholders of 15 November 2010 (as

amended), the Company acquired the total of 7 210 000 own stocks with nominal value of PLN 0.40 each, at the

average price of PLN 3.39, i.e. for the total amount of PLN 24 441 082.53 The acquired shares accounted for

3.61% share in the share capital and corresponded to 7 210 000 votes at the General Meeting, i.e. 3.61% of the

total number of votes.

According to the Resolution invoked above, the shares purchased within the scope of the buy-back program will

be allocated for one of the purposes specified therein, i.e.: (i) for further re-sale, (ii) for redemption, (iii) for

financing of acquisitions within the framework of implementation of the development strategy of the Company and

Capital Group.

In a separate communication the Management Board will notify of the decision on the use of own shares

purchased. Pursuant to Resolution no. 21 dated 25 June 2014 of the General Meeting of Stockholders the use of

the purchased own shares for one of the objectives specified in this resolution requires prior consent of the

Supervisory Board of the Company.

SIGNIFICANT EVENTS IN THE CAPITAL GROUP

EASTSIDE – BIS SPÓŁKA Z O. O.

Conclusion of a preliminary contract of sales of right to perpetual usufruct of real property

On 10 November 2015, company Eastside - Bis Spółka z o.o. concluded a preliminary contract of sales of right to

perpetual usufruct of real estate and property of the structures located on the estate located in Warsaw, ul. Łucka

7/9 along with a building permit design of a multifunctional complex (offices, service and residential wing) on that

estate. for the net amount of PLN 87.8 million.

The preliminary contract does not contain any provisions different from those widely used in contracts of that type.

Under an agreement with the remaining shareholders Impexmetal S.A exercises an operational control over

Eastside Capital Investments Sp. z o.o. Impexmetal SA share in the share capital of that company (indirectly,

through Eastside Capital Investments Spółka z o.o.) is 34.98%

HUTMEN S.A.

Conclusion of significant agreements

On 7 January 2015, the Management Board of Hutmen S.A. signed Annex No. 1 to the contract concluded with

KGHM Polska Miedź S.A. on 27 January 2014. The subject of the above mentioned contract is manufacture and

delivery of round copper ingots by KGHM Polska Miedź S.A. The estimated value of the contract, as per copper

listing prices applicable on the day of contract’s conclusion, amounts to app. 238 PLN million net in 2015 for

deliveries of the base amount and 331 PLN million net for deliveries taking into account the Buyer’s option.

On 16 December 2015, the Management Board signed Annex No. 2 to the contract concluded between Hutmen

S.A. and KGHM Polska Miedź S.A. on 27 January 2014. The subject of the above mentioned contract is


12

manufacture and delivery of round copper ingots by KGHM Polska Miedź S.A. The estimated value of the contract

in 2016, as per copper listing prices applicable on the day of contract’s conclusion, amounts to 197 PLN million

net for deliveries of the base amount and 287 PLN million net for deliveries taking into account the Buyer’s option.

Write-off on HMN Szopienice S.A. w likwidacji receivables

On 16 October 2015 Hutmen S.A. received an updated disposal plan of the estate of HMN Szopienice S.A. w

likwidacji. Revenues from the sale of land under perpetual usufruct of HMN, estimated in the plan will not ensure

repayment of HMN liabilities to the Hutmen SA A. Sa a result, the Management Board of Hutmen SA chose to

create, as at 30 September 2015, a non-cash impairment write-off on receivables, including receivables from

loans granted to HMN in the amount of PLN 11 936 thousand.

Given the above, as at 31 December 2015 net receivables of Hutmen S.A from HMN Szopienice S.A. w likwidacji

stood at PLN 11 000 thousand.

Signing of an intention letter on the sale of WM Dziedzice S.A. sale

On 8 December 2015, and intention letter was signed between Hutmen S.A and Karo BHZ Sp. z o.o. based in

Toruń on the sale of shares in WM Dziedzice S.A..

Transfer of the ownership rights to WM Dziedzice S.A. shares will be executed on the basis of a separate

agreement upon relevant corporate approvals. Depending on the working capital level at the company, its shares

may be worth PLN 110 to 125 million, as estimated by the parties

WM DZIEDZICE S.A.

On 13 January 2015, WM Dziedzice S.A. signed a contract with Mennica Polska S.A. based in Warsaw. The

contract covers production and delivery of coin blanks. The contract was concluded for the period between

15.12.2014 and 30.11.2015.

5. SCOPE OF BUSINESS

Impexmetal Capital Group is mainly involved in processing non-ferrous metals. It is a manufacturer of aluminium,

copper, zinc and lead. The Group is the largest holding company in Poland, engaged in the manufacture of non-

ferrous metals. In addition, it carries out trading activity of bearings and other metals. Pursuant to IFRS no. 8, the

following 5 business segments have been defined:

Aluminium,

Copper,

Zinc and Lead,

Trade,

Other.

The following describes in detail the most important segments of Impexmetal Capital Group activities, sales,

markets, competition, raw materials and sources of supply.

ALUMINIUM SEGMENT

a) Scope of business

The following entities make up the Aluminium Segment: Zakład Aluminium Konin (Impexmetal SA), SPV

Impexmetal Sp. z o.o., Symonvit Ltd. (in liquidation).

Zakład Aluminium Konin (AKI) is a producer of a wide range of aluminium products, used in many

sectors of economy. AKI is a leader in Poland and one of the dozen Europe’s manufacturers of

aluminium rolled products. Main AKI product groups include:

thin sheets and strips (automotive, packaging, construction, electrotechnical industry)

cold rolled sheets and strips: (automotive, packaging, construction, electrotechnical industry,

general application)

Symonvit Ltd and SPV Impexmetal Sp. z o.o. were involved in management of intellectual property.

Symonvit Ltd. is currently in the process of liquidation.

b) Sales and Markets

Sales volumes and revenues from sales in the Aluminium Segment in 2015 and 2014 are presented in

the table below:


13

Company Product range Quantity [T] Value [TPLN]

2015 2014 2015 2014

Impexmetal (Huta Aluminium Konin)

Thin products 28 138 22 212 347 306 249 921

Cold rolled products 57 983 48 558 618 061 479 036

Goods and materials

39 358 29 464

Services + other

10 432 11 019

PLN 86 121 70 770 1 015 157 769 440

Symonvit 0 10 733

SPV Impexmetal 18 507 2 912

Total for the Aluminium Segment 86 121 70 770 1 033 664 783 085

In 2015 Zakład Aluminium Konin increased its sales volume by 22%. The impact on the growth of the

volumes of sales was exerted mainly by the completion of the rolling mill modernisation process, which

translated into an increase in production capacities and allowed for a boost in sales from 70.8 tonnes to

86.1 tonnes.

The main sales directions in the Aluminium Segment for 2015 – 2014 are presented in the table below:

Sales structure [%] 2015 2014

Domestic 48% 51%

Czech Republic 11% 9%

Germany 9% 9%

France 6% 4%

Ukraine 3% 3%

Finland 3% 2%

Switzerland 2% 2%

Austria 2% 2%

Great Britain 2% 5%

Hungary 2% 1%

other 12% 12%

Export sales as % of total sales 52% 49%

Only a slight change in sales destinations of Zakład Aluminium Konin was seen in 2015. Still app. 50%

of sale is domestic sale. The largest export market for the company is that the Czech Republic, followed

by Germany.

c) Market share

The global market of aluminium rolled goods is - according to many different studies - estimated to be

about 20 million tonnes a year, Europe being responsible for about 4 million tonnes. With reference to

the above values, the market share of Huta Aluminium Konin in the global market is estimated at 0.4%,

while in the European market at 2%. The actual share in the range of product offered by the company is

higher, as its offer does not include all types of rolled products available on the market.

d) Competition

The competition in the business of aluminium rolled products is diverse. In the European market, there

are more than a dozen producers which directly compete with Aluminium Konin. Competitors can be

divided according to their geographical location, scale of operations or their technological level. The main

competitors are entities operating in Europe. The importance of other markets is marginal. The largest

producers operating on the European market are:


14

multinational corporations: ALCOA, CONSTELLIUM, NOVELIS, ALERIS, GRÄNGES, HYDRO. These

companies technology leaders with specialised manufacturing in individual production plants.

Independent European companies: Alinvest, Impol, Elval, Alcomet, Alro, Tlm, Amag and

Turkish companies: ASSAN, PMS, TEKNIK. These companies represent diverse technological

levels and, similarly to AKI, they offer a wide mix of products manufactured by a single

plant. In 2015, the Eurometal company (Poland) started to produce rolled goods. The

company offers goods based on the technology of continuous casting. The offer by

Eurometal overlaps to some extent with that of Aluminium Konin.

e) Raw materials and sources of supplies

The basic raw materials used for manufacturing in the Aluminium Segment are aluminium ingots and blocks. The company diversifies its supply sources, purchasing the basic raw

materials from the well-known producers of aluminium (Rusal, Trafigura, Berliner Aluminiumwerk) and

supplementing them by purchase of aluminium scraps.

f) Particularly key parameters for the Segment

the amount of trade bonus that affects revenues and results,

the amount of subsidies for the main raw material (aluminium), scrap price level, which affect

production costs.

COPPER SEGMENT


In the Copper Segment, the Group has two key manufacturers: Hutmen S.A. and WM Dziedzice S.A.,

who operate on partially overlapping markets.

The most important products in the Segment are:

bars and wires of copper and copper alloys – for construction industry, electronics and electrical

engineering,

plumbing copper pipes – for use in construction industry as well as general purpose pipes,

copper alloy pipes (including capacitor pipes) for the power engineering industry, shipbuilding and

heat engineering

brass and bronze strips – for construction industry, electronics and electrical engineering,

coin blanks for coin-making industry.

The most important markets for the Copper Segment products are construction industry, electronics,

electrical engineering, metal-forming and coin-making industry.


The sales volumes and revenues from sales of the Copper Segment in 2015 and 2014 are presented in

the table below:


2015 2014 2015 2014

Hutmen Casting alloys 3 617 3 944 70 978 77 346

Copper wire, bars and profiles 4 375 3 923 110 734 102 954

Copper pipes (including plumbing pipes) 5 029 4 325 124 803 112 715

Bronze bars and pipes 569 758 16 509 22 291

Materials 187 449 175 507

other 5 507 4 592

PLN 13 590 12 950 515 980 495 405

WM Dziedzice

Brass bars 20 479 18 673 360 874 328 444

Brass pipes (including capacitor pipes) 3 969 3 693 87 561 82 546


15

Brass strips 1 073 1 267 16 450 18 671

Coin blanks and keys 1 864 1 448 57 441 36 410

Other 7 656 8 163 30 719 32 780

PLN 35 041 33 244 553 045 498 851

Consolidation adjustments -180 041 -166 208

Total for the Copper Segment 48 631 46 195 888 984 828 048

2015 closed in the Copper Segment with sales volumes up by 5% and sales value by 7%. The largest

sales increase, i.e. 16%, was recorded by Hutmen S.A. in sales of copper pipes.

The main sales directions in the Copper Segment in 2015 – 2014 are presented in the table below:


Domestic 35% 36%

Germany 25% 26%


Slovakia 4% 2%

Cyprus 4% 6%

Austria 2% 0%

Spain 1% 2%

Hungary 1% 1%

Italy 1% 2%

USA 1% 1%

Other 11% 10%


Only a slight change in sales destinations of the Copper Segment was seen in 2015. The export market

still prevailed. Germany remains the main export market for the segment, followed by the Czech

Republic.

c) Market share

The market share in the Copper Segment should be analysed by product ranges mainly due to their

diverse applications and customer groups.

In 2015, the companies of the Copper Segment were rather minor suppliers on the European market.

The largest market share on the European market for copper bars and profiles amounted to approx. 2%.

On the world markets, the share of the Copper Segment remains below 1%.

In 2015 the share of the Copper Segment in the domestic market by product groups amounted to:

brass bars market - approx. 52%

casting bronzes market - approx. 65%,

plumbing copper pipes market - approx. 51%,

copper bars and profiles market - approx. 13%,

d) Competition

The following multinational corporations are examples of strong foreign competitors in the Copper

Segment:

K Europa Metal AG – world’s largest manufacturer of products made of non-ferrous metals. Its annual

production output exceeds 600 thousand tonnes of products made of copper and copper alloys,

Wieland AG – a German company specialising in manufacturing of products made of non-ferrous

metals, with 9 production plants worldwide and 500 thousand tonnes of copper and copper alloys

products produced annually,


16

MKM – a German manufacturer of intermediate products of copper and its alloys (wires, pipes, flats,

bars, strips, sheets).

Domestic competitors include:

Walcownia Metali Nieżelaznych Gliwice – Łabędy – which produces copper, brass and bronze strips

and sheets; casting brasses and bronzes. The company’s production capacity amounts to 4.6 thousand

tonnes per year. On the domestic market, the company sells approx. 800 tonnes of copper sheets and

strips.


The main raw materials in the Copper Segment include copper and brass scraps and copper cathodes.

These raw materials are purchased mainly on the domestic market and are supplemented with imported

supplies.


level of copper prices, due to the existence of alternative materials for plumbing copper pipes, used

in the construction industry,

repair policy in the energy sector, the main customer of condenser tubes.

ZINC AND LEAD SEGMENT


The Zinc and Lead Segment includes manufacturers: Baterpol S.A., ZM Silesia S.A. and two other non-

manufacturing units: Polski Cynk Sp. z o.o. and Baterpol Recycler Sp. z o.o.

Each of the manufacturing companies operates on different product markets. Baterpol S.A. deals in

recycling of batteries and lead processing. ZM Silesia S.A. deals in zinc and lead processing.

The main products in this segment are:

refined and alloyed lead – mainly used in batteries production,

zinc and zinc-and-titanium sheets for roof coverings and flashing,

zinc and zinc-and-aluminium wire used in cold spray coating,

zinc anodes used in galvanotechnics,

casting alloys for metal-forming,

zinc oxides – used in tyre manufacturing, pharmaceutical production and animal feed production,

lead oxides – used in batteries

The products of this segment are used mainly for manufacturing of batteries, in construction industry,

galvanotechnics and metal-forming.


The sales volumes and revenues from sales of the Zinc and Lead Segment in 2015 and 2014 are

presented in the table below:


2015 2014 2015 2014

Baterpol

Lead and alloys 44 938 44 262 315 684 267 090

Lead products 10 989 13 838

By-products 4 580 4 592

Processing services 8 241 9 010

Other 13 525 8 238

PLN 44 938 44 262 353 019 302 768

ZM Silesia (Katowice)

Metal sheets 9 018 8 466 91 476 81 551

Anodes 2 308 2 043 20 240 16 417

Wire 2 050 2 011 22 427 20 757

Casting alloys 1 169 1 099 10 288 8 235


17

Other 0 1 11 678 23 485

PLN 14 545 13 620 156 109 150 445

ZM Silesia (Oława Branch)

Zinc oxides and lead oxides 24 852 25 125 187 075 177 395

Other 39 31 58 037 44 622

PLN 24 891 25 156 245 112 222 017

Polski Cynk 690 1 036

Baterpol Recycler 133 204 144 653

Consolidation adjustments -99 755

Total for the Zinc and Lead Segment 84 374 83 038 788 379 820 919

In the Zinc and Lead Segment, 2015 was closed with quantitative sale increased by 2% compared to

2014, i.e. by 1.3 thousand tonnes. The highest growth dynamics occurred in ZM Silesia (Katowice) as

reached 7%.

The main sales directions in the Copper Segment in 2015 – 2014 are presented in the table below:


Domestic 59% 66%

Germany 12% 8%


France 7% 5%

Slovakia 3% 7%

Spain 3% 2%

South Korea 1% 1%

Italy 1% 2%

Austria 1% 1%

Bulgaria 1% 0%

Other 4% 4%


In 2015 the domestic market is still dominating with its share in all sales amounting to 59%. This results

from the dominance of domestic recipients for Baterpol SA. Increases in sales volumes occurred mainly

in sales directed towards domestic markets of: Germany, Czech Republic, France.

c) Market share

The market share in the Zinc and Lead Segment should be analysed by product ranges mainly due to

their diverse applications and customer groups.

In 2015 the share of the Zinc and Lead Segment in Europe by product groups in 2015 are estimated at:

lead oxides market - approx. 15%.

zinc wire market - approx. 8%,

zinc oxides market - approx. 7%.

zinc-and-titanium sheets market - approx. 4%,

lead and alloys market - approx. 2 %.

In 2015 the share of the Zinc and Lead Segment in the domestic market by product groups amounted to:

lead oxides market - approx. 97%.

zinc wire market - approx. 86%,

zinc oxides market - approx. 50%.


18

zinc anodes market - approx. 35%.

zinc-and-titanium sheets market - approx. 41%,

lead and alloys market - approx. 30 %.

casting zinc alloys market - approx. 9%,

d) Competition

Foreign competition on the market of zinc-and-titanium strips and sheets are two leading companies –

Rheinzink and VM Zinc, owned respectively by Grillo and Umicore.

On the domestic market, the main competitor in the lead and alloys sector is Orzeł Biały S.A. The other

two competitors are Huta Cynku „Miasteczko Śląskie” S.A. (zinc smelter) and KGHM Polska Miedź

S.A., which offer a limited products range and for which lead production is only a “side business” carried

out, so to speak, coincidentally with their main business activity.


The Zinc and Lead Segment procures mainly battery scraps, zinc and lead. The above mentioned raw

materials are purchased mostly in Poland.


price level and availability of battery scrap,

demand of the automotive and construction industry, two main customers of the Zinc and Lead

Segment

TRADE


The Trade Segment includes: bearing companies (FŁT Polska Sp. z o.o., FLT Bearings Ltd., FLT France

SAS), Div/Trade (Impexmetal S.A.), FLT Metals Ltd., Metalexfrance S.A. as well as sale of goods

excluded from other segments.

In the bearing segment, through FLT Polska and its foreign subsidiaries, Impexmetal Group is an

important supplier of bearings for world-famous manufacturers of cars and agricultural machinery.

Other entities are mainly engaged in non-ferrous metals trade.

b) Competition

Competitors in the bearing segment mainly include distributors of bearings from Sweden (SKF),

Germany (FAG), countries of Asia and Central - Eastern Europe.

Competitors in non-ferrous metals trading segment mainly include well-known large international trading

companies, manufacturers of metals and local trading companies.

c) Raw materials and sources of supplies

Bearings are primarily procured on domestic market and in China. Non-ferrous metals are primarily

procured on domestic and European market.

d) Particularly key parameters for the Segment:

situation in the automotive industry, the main customer of the segment,

relationship with FŁT Krasnik, which is the main supplier of one of the core companies of the Trade

Segment.

6. FINANCIAL ANALYSIS

ANALYSIS OF SELECTED ITEMS OF INCOME STATEMENT

Selected items of the income statement of Impexmetal Capital Group for 2015, as compared to 2014, are

presented in the table below:

in PLN million

2015 2014

Revenues from sale 3 154.1 2 819.5

of products 2 420.0 2 079.0


19

Traded goods and materials 734.0 740.5

Gross profit on sales 234.6 213.8

Profit on sales 110.7 102.3

EBITDA

223.2 179.8

Operating profit 171.6 129.1

Gross profit 156.6 119.6

Net profit on continuing operations 146.2 112.5

Net profit on discontinued operations 1.5 9.3

Total net profit 147,7 121.8

The following chart presents the impact of individual components of the income statement on the consolidated net

result for 2015.

INFLUENCE OF KEY MARKET AND OTHER FACTORS ON THE ACHIEVED FINANCIAL RESULT

REVENUES

in PLN million

2015 2014

Revenues from sale, including: 3 154.1 2 819.5

Aluminium Segment 1 033.7 783.1

Copper Segment 889.0 828.0

Zinc and Lead Segment 788.4 820.9

Trade 698.0 684.2

Other Segments and adjustments -255.0 -296.8



20

Increase in revenues from sales resulted from higher revenues from sale of products, which resulted from the

following:

increase in volumes of sales in the companies of the Capital Group,

changes in metal prices and in exchange rates.

improved macroeconomic situation in Poland and the Euro zone.

VOLUME OF SALES

The factor that influenced the level of revenues in 2015 was the level of the volumes of sales in the companies of

the Impexmetal Capital Group. Production companies sold 219.1 thousand tonnes as part of the activity continued

in 2015, i.e. almost 10% of tonnes of products more than in the analogous period in the preceding year.

Almost all entities of the Group achieved volume of sales higher than in the analogous period in the preceding

year. The highest increases concerned the following: Aluminium Konin (Impexmetal S.A.) with the increase of

15.4 thousand tonnes (21.7%), WM Dziedzice SA with the increase of 1.8 thousand tonnes (5.4%), Baterpol SA

with the increase of 1.4 thousand tonnes (3.2%), ZM Silesia O/Silesia with the increase of 0.9 thousand tonnes

(7.0%), Hutmen SA with the increase of 0.6 thousand tonnes (4.9%).

The increase in sales of the Aluminium Konin factory resulted from the refurbishment and modernisation

processes and optimisation of technological processes accomplished in the second half of 2014, which,

combined, allowed for an increase in the volumes of sales. This optimisation allowed for an increase in production

capacities for highly processed products. The most significant factor in the increase in the sales of WM Dziedzice

was the increase in sales of drawn brass bars and coin discs. The increase in the volumes of sales in Baterpol SA

resulted from a higher availability of lead-bearing raw materials on the market.

Aluminium23%Miedź

24%

Cynk i ołów22%

Handel22%

Korekty i

wyłączenia-3%

Aluminium33%

Miedź18%

Cynk i ołów18%

Handel15%

Korekty i wyłączenia

-3%

0

10

20

30

40

50

2014 2015

Wolumen sprzedaży GK Impexmetal 4Q2011 vs 4Q2012

działalność kontynuowana [tys. T]

wzrost o 6%

0

10

20

30

40

50

2014 2015



wzrost o 6%

0

10

20

30

40

50

2014 2015



wzrost o 6%

199,4

219,1

0

30

60

90

120

150

180

210

240

270

300

2014 2015

Wolumen sprzedaży GK Impexmetal 2014 vs 2015


wzrost o 9,9%

Revenues by segments in 2015 Revenues by segments in 2014


21

METAL PRICES AND EXCHANGE RATES

Yet another factor of considerable importance to revenues is metals listing prices and foreign exchange rates.

The annual average listing prices of the main metals at LME and currency exchange rates according to the

National Bank of Poland are presented in the table and chart below:

2015 2 014

Aluminium [USD] 1 661 1 867

Copper [USD] 5 494 6 862

Zinc [USD] 1 928 2 164

Lead [USD] 1 784 2 096

EUR 4.18 4.18

USD 3.77 3.15

Aluminium [PLN] 6 266 5 885

Copper [PLN] 20 731 21 629

Zinc [PLN] 7 275 6 821

Lead [PLN] 6 729 6 606

Source: Daily listings of LME, NBP

In connection with carrying out operational activity, mostly in the business of non-iron metals (about 90% of

revenues), the Impexmetal Capital Group is exposed to the fluctuation of average prices of metals at the London

Metal Exchange (LME). In the discussed accounting period, there was a drop in the average prices of all basic

metals, i.e. copper - by 20%, lead - by 15%, aluminium - by 11% and zinc - by 11%.

The raw material significant for the Group is scrap metal, including scrap copper, battery scrap, scrap lead and

aluminium being the main (Baterpol SA) or significant (WM Dziedzice SA, Impexmetal SA) raw materials for

production. The prices of battery scrap were lower by about 1 pp, the aluminium prices were lower by about 2 pp

and the prices of scrap copper and brass were similar to those in the preceding year.

1 661

5 494

1 928 1 7841 867

6 862

2 164 2 096

Aluminium Miedź Cynk Ołów

2015 2014

Średnie ceny metali na LME [USD ]

4,183,77

4,18

3,15

EUR USD

2015 2014

Średnie kursy USD i EUR w NBP [PLN]


22

The dynamics of daily changes in metal prices in 2012-2013 is presented in the following charts:

The quotation level of the American dollar influences the revenues of the Group due to its connection with the

quotations of metals, being the main part of the price of products. In the discussed period, dollar strengthened in

relation to the Polish zloty by 20%, which influenced an increase in quotations of the basic metals in PLN

(increase in revenues) and the deterioration of the profitability of sales.

The EUR exchange rate level is of importance to the Group due to the predominance of processing margins

denominated in this currency and almost 60% share of export sale, predominantly in the Euro zone. In relation to

the Polish zloty, average quotations of euro were at an analogous level as regards the preceding year. It is well

worth emphasising the drop in the EUR/USD exchange rate to the level of 1.09 at the end of 2015 (1.23 at the

end of 2014). The strengthening of dollar in relation to euro has a negative effect on the results of the Group.

The dynamics of daily changes in exchange rates in 2012-2013 is presented in the following charts:

MACROECONOMIC SITUATION

The overall macroeconomic situation after 2015 was more favourable than after 2014.

The average PMI values, determining the level of activity in the industry of major economies for the Impexmetal

Capital Group, i.e. that the Euro-zone (including Germany) and Poland, remained at the level exceeding 50

points, being the crisis borderline, and in December 2015 stood at, respectively: 54.2 points as an average for EU

economies, 52.3 points for Germany and 53.2 for Poland. In the analogous period in the preceding year, they

were 51.6 points for medium EU economies, 51.2 points for Germany and 52.8 points for Poland.

1 000

1 500

2 000

2 500

3 000Średnie ceny Al [USD/T] na rok 2014 i 2015

3 000

4 000

5 000

6 000

7 000

8 000

9 000

Średnie ceny Cu [USD/T] na rok 2014 i 2015

1 000

1 500

2 000

2 500

3 000Średnie ceny Pb [USD/T] na rok 2014 i 2015

1 000

1 500

2 000

2 500

3 000

Średnie ceny Zn [USD/T] na rok 2014 i 2015

1 000

1 500

2 000

2 500

3 000Średnie ceny Al [USD/T] na rok 2014 i 2015

1 000

1 500

2 000

2 500

3 000

Średnie ceny Zn [USD/T] na rok 2014 i 2015

2,5

3,0

3,5

4,0

4,5

Średnie notowania USD w NBP na rok 2014 i 2015

2,5

3,0

3,5

4,0

4,5

Średnie notowania EUR w NBP na rok 2014 i 2015


23

The recently published projections indicate an improvement in the economic situation (acc. to the Central

Statistical Office - increase of GDP in 2015, annually it was +3.6% for Poland and acc. to Eurostat +1.6% for the

European Union).

According to the latest projection of NBP, the increase of GDP for Poland is projected to be 3.8% in 2016 and

2017, whereas according to the European Commission it is to be 1.7% for the entire EU.

ACHIEVED PROFIT/LOSS

The gross result on sales after 2015 was PLN 234.6 million and was higher by PLN 20.8 million compared to the

same period of previous year. The increase of ratios resulted mainly from the increase of product sale volumes.

The costs of sale increased nominally by PLN 8.6 million, mostly due to the increase of sale volumes. Actually,

they remained at a similar level, i.e. ca. 1.8% (their level was calculated acc. to revenues from sale).

The increase of overheads was PLN 2.8 million (by 6%) and regarded mostly the Konin Aluminium Plant, resulting

from the increased scale of operation in comparison to the previous period.

The balance of income/operating expenses amounted to PLN 60.9 million and it was lower as compared to 2014

by PLN 34.0 million. The scale of single-time events regarding real properties that was greater in 2015 had the

most substantial greatest impact on the balance of other operating revenues/costs. In 2015, the valuation of an

investment property in the amount of PLN 61.5 million regarding a plot at Łucka street in Warsaw (former

registered office of Impexmetal) was recognised, whereas in 2014 ca. 13 ha of lands were sold in Katowice, with

a result of PLN 18.9 million.

After 2015, the profit from operating activity regarding continued activity was PLN 117.6 million, as compared to

PLN 129.1 million in the analogous period of the previous year.

In the main operating segments, the operating profit/loss (EBIT) was as follows:

in PLN million

2015 2014

Result on operating activities, including: 171.6 129.1

Aluminium Segment 59.6 43.0

Copper Segment 15.2 23.2

Zinc and Lead Segment 16.0 23.0

Trade 23.1 20.0

Other Segments and adjustments 57.6 20.0

The share of the particular segments in the operating result of the Impexmetal Group is presented in the charts

below:

Aluminium33%Miedź

9%

Cynk i olów

9%

Handel13%

Pozostałe nieprzypisane

34%

Korekty i

wyłączeniaia-3%

Aluminium33%

Miedź18%

Cynk i olów18%

Handel15%

Korekty i

wyłączenia16%

EBIT by segments in 2015 EBIT by segments in 2014


24

Operating results for 2015 in individual segments resulted from:

• higher results in the Aluminium Segment - the increase of results was connected mostly with higher

sale volumes in relation to completion of modernisation works and improvement of production processes that took

place in the 2nd half of 2014. The objective of these activities was to increase production capacities of highly

processed thin tapes and aluminium sheets as well as improvement of obtained margins. In 2015 a new

development programme of the company was implemented the objective of which is to reach the production and

sale level of 130 thousand tons in 2020,

• lower results in the Copper Segment - the decrease of operating results occurred in both companies,

however it regarded mostly WM Dziedzice where the drop of results occurred despite record sale volumes. The

main cause of the drop of results was the decrease of unit work margins. This resulted from limitation of access to

the Ukrainian and Russian market. Hutmen obtained a lower result mostly in connection with the higher level of

trade receivables write-off. A positive aspect in the Copper Segment is the increase of quantitative sale by 5% in

both entities of the Segment,

• lower results in the Zinc and Lead Segment - the drop of operating results occurred in ZM Silesia S.A.,

whereas Baterpol S.A. obtained an operating result that was higher in comparison to the analogous period in

2014. In case of ZM Silesia S.A., the drop of operating results arose mostly from the increase of costs of

purchase of the raw material that resulted from additional dollar strengthening with concurrent maintenance of a

similar level of obtained works margin. Baterpol S.A. obtained a higher operating result mostly due to very high

volumes of product sale as well as similar costs of purchase of lead raw materials,

• increase in results in the Trade Segment, mainly due to the result from zinc trade,

the increase of Other adjustments and inclusions mostly due to the above valuation of the investment

property in the form of a plot at Łucka str. in Warsaw in the amount of PLN 61.5 million.

The balance of financial revenues/costs remained at a level similar to 2014 and was minus PLN (0.4) million.

Net result from continuing operations amounted to PLN 146.2 million which was an increase of PLN 33.7 million.

Considering the net result on discontinued operations in the amount of PLN 1.5 million, the net result in 2015

amounted to PLN 147.7 million. It was lower than that of 2014 by about PLN 25.9 million.

7. DESCRIPTION OF ASSETS, EQUITY AND LIABILITIES STRUCTURE

ANALYSIS OF SELECTED BALANCE SHEET ITEMS

Selected items of the consolidated balance sheet of Impexmetal Capital Group are presented in the table below:

in PLN million

2015 2014

Non-current assets 1 390.6 1 051.6

including:

tangible fixed assets 556.5 541.5

intangible fixed assets 15.1 8.5

investment in non-consolidated subsidiaries 238.1 9.6

financial assets available for sale 180.6 338.2

investment real estate 256.0 34.0

other 144.3 119.8

Current assets 877.4 936.5

including:

inventories 434.6 466.8

trade receivables (excluding others) 271.9 298.5

loans granted 54.9 53.7

cash and cash equivalents 37.4 21.3

other 78.7 96.2

Assets held for sale 4.6 11.0

Balance sheet total 2 272.7 1 999.1


25

Equity 1 466.3 1 198.4

equity attributable to shareholders of the parent 1 185.6 1 075.3

Long-term liabilities, including: 131.2 210.4

including: loans, borrowings, leases 44.3 92.7

Short-term liabilities, including: 648.5 556.1

loans, borrowings, leases 349.1 305.8

trade payables 187.5 201.3

The increase of the level of assets by PLN 273.6 million resulted from:

increase of the fixed assets level by PLN 339.0 million,

decrease of the current assets level by PLN 59.1 million,

decrease of assets held for sale by PLN 6.4 million (HMN Szopienice w likwidacji).

The increase of the level of fixed assets regarded, first and foremost, the increase in investment properties by

PLN 222.0 million and regarded recognition of the investment assets of Eastside-Bis Sp. z o.o. covering mostly

real properties of Boryszew S.A. Div./Elana and the plot at Łucka str.

Investments in subsidiaries and assets held for sale must be considered together since they regarded mostly the

same asset - purchase of shares of Alchemia S.A. Due to the fact of obtaining a significant impact in the 2nd half

of 2015, the assets held for sale were re-classified from assets held for sale into investments in subsidiaries.

The decrease in current assets resulted mainly from the following factors:

decrease of the inventory level by PLN 32.2 million,

decrease of receivables from deliveries and services and other by PLN 26.7 million,

increase of the level of cash and its equivalents by PLN 16.0 million.

The greatest changes in the structure of liabilities occurred in equities which increased by PLN 267.9 million, to

the level of PLN 1 466.3 million. The increase of equities resulted mostly from the obtained positive financial

results.

The level of liabilities in 2015 increased by PLN 13.2 million and was PLN 779.7 million.

ANALYSIS OF WORKING CAPITAL

in PLN million 2015 2014

Non-cash working capital 518.9 564.0

Inventory turnover (in days) 50.3 60.4

Turnover of trade receivables (in days) 31.5 38.6

Turnover of trade payables (in days) 21.7 26.1

Working capital turnover 60.1 73.0

working capital = inventory + trade receivables - trade liabilities.

Turnover ratios calculated based on revenues, i.e. the level of, for instance, inventories at the end of the period/revenues from

sale * 365 days.

The demand for working capital as at the end of 2015 amounted to PLN 518.9 million and increased as compared

to the end of 2014 by 8%, i.e. by PLN 45.1 million. One must note that the drop in demand for the working capital

decreased despite the increase of revenues. This resulted from the rotation cycle decrease by 13 days.

ANALYSIS OF INTEREST DEBT

The main ratios characterising the interest liabilities of the Impexmetal Capital Group are presented in the table

below:


Total interest liabilities 393.3 398.5

Long-term interest liabilities 44.3 92.7

including: bonds 0.0 0.0


Short-term interest liabilities 349.1 305.8

including: bonds 0.0 0.0



26

Cash and cash equivalents 37.3 21.3

Net debt

356.0 377.2

Interest liabilities / equity 0.3 0.3

Net debt/EBITDA 1.6 2.1

Interest liabilities = long-term liabilities + short-term liabilities (for credits and loans + for debt securities + leasing)

Net debt = interest liabilities – cash and cash equivalents

The interest debt of the Impexmetal Capital Group as at 31.12.2015 was PLN 393.3 million and dropped in

comparison to the state as at 31.12.2014 by PLN 5.2 million. The net debt/EBIDTA ratio improved to the level of

1.6. Upon exclusion of the impact of events of single-time nature connected with real properties in both years, in

2015 this index would also improve by 0.2.

ANALYSIS OF LIQUIDITY

Liquidity ratios are presented in the table below:


Current ratio 1.4 1.7

Quick ratio 0.7 0.8

Current ratio = current assets / short-term liabilities

Quick ratio = (current assets – inventories) / short-term liabilities

In 2015, the current and fast liquidity ratios dropped to the levels of 1.4 and 0.7. The above ratios confirm that the

Group has sufficient financial liquidity to pay current and future liabilities.

ANALYSIS OF SELECTED ITEMS OF CASH FLOW AND CAPITAL EXPENDITURE

Main items of the consolidated cash flow statement of Impexmetal Group in 2015, as compared to the

corresponding period of previous year, are presented in the table below:

in PLN million

2015 2014

Net cash flow from operating activities 225.6 124.9

Net cash flow from investment activities -201.8 -119.0

Net cash flow from financial activities -7.6 -21.3

Total cash flow 16.2 -15.5


27

The following chart presents the components of the main factors shaping the cash flow of Impexmetal Capital

Group in 2015.

Positive flows from the operating activity were allocated by the Impexmetal Capital Group mostly for investment

expenditures connected with purchase of financial assets, including: shares of companies noted on the Warsaw

Stock Exchange as well as bonds issued by the Boryszew Capital Group companies.

In 2015 the Impexmetal Capital Group incurred expenditures arising from investments in fixed assets in the

amount of PLN 67.3 million, including mostly modernisation and recovery investments in the following companies:

Impexmetal S.A. – PLN 41.4 million

Baterpol S.A. - PLN 12.6 million

ZM Silesia S.A. - PLN 10.2 million

WM Dziedzice S.A. - PLN 3.0 million

Hutmen S.A. - PLN 2.9 million

Significant development investments took place in Impexmetal S.A. and Baterpol S.A.

The investment in Impexmetal S.A. regards the first stage of the Development Programme concentrating on

increase of production capacities and sale volumes to the level of 130 thousand tonnes in 2020. In 2015 the tasks

of construction and installation of the melting-casting node, push-type furnace and ingot saw were performed.

In Baterpol S.A., this regarded construction of the installation for melting significantly contaminated lead wastes,

along with the gas purification system.

Modernisation and recovery nature investments were predominant in other companies.

8. DESCRIPTION OF SIGNIFICANT OFF-BALANCE SHEET ITEMS

SIGNIFICANT OFF-BALANCE SHEET LIABILITIES IN THE GROUP COMPANIES TOWARDS ENTITIES

SUBJECT TO CONSOLIDATION AS AT 31 DECEMBER 2015.

Surety awarded by Impexmetal S.A. for liabilities of Baterpol S.A. arising from the Contract regarding partial

conditional write-off of the loan awarded to Baterpol S.A. from the funds of WFOŚiGW. The surety was

awarded by Impexmetal S.A. for WFOŚiGW up to the amount of PLN 1 772 thousand.

Surety awarded by Impexmetal S.A. in the form of mortgage, up to the amount of PLN 2.5 million, established

on the Company’s real property, as a security of payment of liabilities of ZM Silesia S.A. towards Bank

Handlowy w Warszawie S.A. arising from the Credit Agreement on the checking account


28

Blank endorsement on a bill of exchange with “no protest” clause awarded by Impexmetal S.A. for liabilities of

HMN Szopienice S.A w likwidacji towards the National Fund of Environmental Protection and Water

Management in Warsaw for possible negligent performance of the grant agreement up to the amount of PLN

16 811 thousand.

SIGNIFICANT OFF-BALANCE SHEET LIABILITIES IN THE GROUP COMPANIES TOWARDS ENTITIES NOT


Surety awarded by Impexmetal S.A. in the form of registered pledge on 1 131 260 pcs of shares of Boryszew

S.A. held by Impexmetal S.A. as a security for payment of liabilities of Boryszew S.A. arising from credit

agreements concluded with Alior Bank S.A.

Contingent liability of HMN Szopienice S.A. w likwidacji arising from donation towards WFOŚiGW in the total

amount of PLN 4 000 thousand.

9. SIGNIFICANT AGREEMENTS AND CONTRACTS

The trade activity of the Capital Group companies is based on a great amount of contracts with suppliers and

recipients of goods. These are usually transnational transactions covering purchase (in the country or abroad) of

raw materials and materials for production and sale of manufactured products on the domestic and foreign

market. Information regarding contracts the value of which exceeds 5% of revenues from the sale of Impexmetal

S.A. is presented below.

IMPEXMETAL S.A. ZAKŁAD ALUMINIUM KONIN

Sourcing contracts

Company Conclusion

date

Subject Estimated value of

contract in 2015

Rusal Marketing GmbH 20.11.2014 Purchase of aluminium blocks PLN 133 million

Trafigura PTE.LTD 12.01.2015 Purchase of primary aluminium PLN 182 million

Berliner Aluminiumwerk GmbH 10.12.2013 Purchase of alloy blocks PLN 92 million

Sales contracts

The AKI customer portfolio is strongly diversified, thus there are no contracts with partners exceeding 10% of

revenues from sale. Three largest customers in 2015 accounted for ca. 22% of revenues from sale.

We present information on the largest contracts performed in 2015 below.

Company Conclusion

date


contract in 2015

A packaging sector customer

(capital group)

One-off

contracts

Sales of aluminium sheets PLN 101.8 million

Valeo Autosystemy Spółka z

o.o. (with related entities)

25.02.2015 Sales of aluminium strips PLN 97.3 million

A distribution segment

customer

One-off and

quarterly

contracts

Sales of aluminium sheets and

strips

PLN 34 million

SIGNIFICANT AGREEMENTS OF THE CAPITAL GROUP

HUTMEN S.A.

Company Conclusion

date


contract in 2015

KGHM Polska Miedź S.A. 27.01.2014 Delivery of raw materials PLN 284.2 million

Kerim S.A. Trade

contracts

Delivery of raw materials PLN 164.4 million


29

WALCOWNIA METALI DZIEDZICE S.A. (ROLLING PLANT)

Company Conclusion

date


contract in 2015

KARO BHZ 28.01.2015 Delivery of raw materials PLN 125.9 million

ZM SILESIA S.A.

Company Conclusion date

Subject Estimated value of contract in 2015

Zinc supplier 28.11.2014 Delivery of raw materials PLN 74.9 million

Zinc supplier 3.08.2015 Delivery of raw materials PLN 58.0 million

BATERPOL S.A.

Company Conclusion

date Subject

Estimated value of

contract in 2015


o.o. 02.01.2015 Purchase of refined lead and alloys PLN 110.8 million

Exide Technologies SA One-off orders Sale of lead and alloys PLN 72.8 million

Johnson Controls

Recycling GmbH 01.01.2015 Sale of lead and alloys PLN 63.2 million

FŁT POLSKA SPÓŁKA ZO.O.

Company Conclusion

date Subject

Estimated value of

contract in 2015

PBF (Warsaw) Sp. z o.o.

multi annual

agreements purchase of bearings PLN 124.6 million

FLT & Metals s.r.l.

multi annual

agreements sale of bearings PLN 81.4 million

FLT Waelzlager GmbH

multi annual

agreements sale of bearings PLN 81.2 million

INSURANCE CONTRACTS

Impexmetal S.A. and subsidiaries had insurance policies for 2015 within the framework of general agreements

concluded by the Parent Company with several insurance companies for the entire Boryszew Group.

The scope of these agreements covers the insurance of:

- property held – sum insured for Impexmetal Capital Group companies - PLN 1 606 million,

- loss of profit due to all risks - sum insured for Impexmetal Capital Group companies - PLN 335 million,

- machinery damage – sum insured for Impexmetal Capital Group companies - PLN 548 million,

- loss of profit due to machinery damage – sum insured f PLN 72 million,

- electronic equipment – sum insured for Impexmetal Capital Group companies - PLN 7.4 million

- business liability and property owners insurance – sum insured for the entire Boryszew Capital Group –

PLN 120 million,

- liability of the members of corporation bodies - basic insurance policy sum insured for the entire Boryszew

Group PLN 120 million and excess policy (used upon exhaustion of the basic sum insured, regardless of

whether the sum insured is exhausted at one or multiple events) the sum insured for the entire Boryszew

Group PLN 60 million. Total value of damages claimed during the insurance period PLN 180 million.

- insurance of accounting services for fee and tax advisory - sum insured for Impexmetal S.A. EUR 15

thousand


30

10. CAPITAL INVESTMENTS AND CHANGES IN THE STRUCTURE

Liquidation of Symonvit Limited

On 7 January 2015, a proposal for a voluntary termination was filed with the court registry in Limassol (Cyprus)

by the Shareholders of Symonvit Ltd., of which Impexmetal owns 100% of the shares. The decision on initiation of

liquidation procedure is part of the activities to simplify the Capital Group structure.

Capital increase in Eastside Capital Investments Sp. z o.o.

On 28 January 2015, the Extraordinary General Meeting of Shareholders of Eastside Capital Investments Sp. z

o.o. adopted a resolution on increasing the company’s share capital from PLN 100 000.00 to PLN 233 493

000.00, i.e. by PLN 233 393 000.00, by way of issue of 50 new shares with the nominal value of PLN 1 000 per

share.

In new, increased share capital:

- 151 806 new share with nominal value of PLN 1 000.00 each were subscribed to by Boryszew S.A. and covered

with in-kind contribution of 15 356 of shares in SPV Lakme Investment Sp. z o.o.

- 81 587 new share with nominal value of PLN 1 000.00 each were subscribed to by Impexmetal S.A and covered

with in-kind contribution of 8 253 of shares in SPV Lakme Investment Sp. z o.o.

Upon registration of the increase in capital Impexmetal S.A. holds 81 687 shares, i.e. 34.98 share capital of


Capital increase in Impex-invest Sp. z o.o.

On 22 January 2015, the Extraordinary General Meeting of Shareholders of Impex-invest Sp. z o.o adopted a

resolution on increasing the company’s share capital from PLN 46 246 000.00 to PLN 46 746 000.00, i.e. by PLN

500 000.00, by way of issue of 500 new shares with the nominal value of PLN 1 000 per share. All new shares

were subscribed to by Impexmetal S.A. and covered by cash contribution. Currently Impexmetal S.A. directly

holds 79% of the share capital and votes on the general meeting of shareholders, whereas the second

shareholder - Baterpol S.A. i Wspólnicy s.k. directly holds 21% of the share capital and votes on the general

meeting of shareholders

Incorporation of Impex Service Sp. z o.o.

On 17 March 2015, Impexmetal S.A. incorporated a company under the business name of Impex Service Sp. z

o.o. with its registered office in Konin. The Company’s share capital amounts to PLN 5 000.00 and is divided into

5 equal shares with a nominal value of PLN 1 000.00 each. Impexmetal S.A. took hold of all shares in the share

capital of the Company. The Company was registered with the register of enterprises by the court on 13 April

2015.

Incorporation of Impex-Trading Sp. z o.o.

On 17 March 2015, Impexmetal S.A. incorporated a company under the business name of Impex-Trading Sp. z

o.o. with its registered office in Warsaw. The Company’s share capital amounts to PLN 5 000.00 and is divided

into 5 equal shares with a nominal value of PLN 1 000.00 each. Impexmetal S.A. took hold of all shares in the

share capital of the Company. The Company was registered with the register of enterprises by the court on 8 April

2015.

On 7 July 2015, Impexmetal S.A. sold 100% of shares in Impex-Trading Sp. z o.o.

Incorporation of Eastside-Bis Sp. z o.o.

Eastside-Bis Sp. z o.o. was incorporated on 11 May 2015. Its initial capital was PLN 5 000. The sole shareholder

was Eastside Capital Investmets Sp. z o.o. with its registered office in Warsaw. The Company was registered with

the register of enterprises on 29 May 2015.

Transformation of Baterpol Recycler Sp. z o.o. Spółka Komandytowo - Akcyjna

On 30 June 2015 a resolution was adopted to change the current legal form of joint stock limited partnership to a

limited liability company under the name of SPV SILESIA Sp. z o.o. based in Katowice.


31

Increase in initial capital of ZM Nieruchomości Spółka z o.o.

On 29July 2015 the General Meeting decided to increase the initial capital of ZM NIERUCHOMOŚCI Spółka z

o.o. to PLN 19 105 000. The new shares were subscribed to by ZM SILESIA S.A. and covered with in-kind

contribution of 100% of shares in SPV SILESIA Sp. z o.o.

Increase in initial capital of SPV Lakme Investment Sp. z o.o.

On 29 January 2015, the Extraordinary General Meeting of Shareholders of SPV Lakme Investment Sp. z o.o.

adopted a resolution on increasing the company’s share capital from PLN 785 000.00 to PLN 2 361 100.00, i.e.

by PLN 1 576 100.00, by way of issue of 15 761 new shares with the nominal value of PLN 1 00 per share.


404 new shares were subscribed to by Impexmetal S.A. and covered by cash contribution of PLN

4 000 000.00.

15 357 shares were subscribed to by Boryszew S.A. and covered with in-kind contribution of Elana

Nieruchomości Branch in Toruń with the value of PLN 151 813 394.00.

Upon registration of the increase by the NCR registry court Impexmetal S.A. held 34.95% of the capital and votes

on the general meeting of shareholders while Baterpol S.A. holds 65.05% of the share capital and votes on the

general meeting of shareholders

On 28 May 2015 Impexmetal SA contributed 8 253 shares of SPV Lakme investment Sp. z o.o. to Eastside

Capital Investments Sp. z o.o. as in-kind contribution to cover 81.587 new shares of Eastside Capital Investments

Sp. z o.o. with nominal value of PLN 1 000.00 each.

Split of SPV Lakme Investment Sp. z o.o.

On 14 August 2015 SPV Lakme Investment Sp. z o.o. and Eastside – Bis Sp. z o.o. agreed a split plan for SPV

Lakme Investment Sp. z o.o. under Art. 529 § 1 point 4 of the CCC, i.e. by transferring part of the assets of SPV

Lakme Investment Sp. z o.o., as organised parts of the enterprise separate in terms of location, organisation as

well as financially separate, consisting of:

SPV Lakme Investment branch operating as: SPV Lakme Investment Spółka z ograniczoną

odpowiedzialnością Elana Nieruchomości Branch in Toruń based in Toruń at Marii Skłodowskiej - Curie

street No. 73, and

ZCP Łucka, based in 00-842 Warszawa, at Łucka street No. 7/9 to the existing acquiring company (split

by spin-off).

On 28 September 2015 the Extraordinary Shareholders’ Meeting of SPV Lakme Investment Sp. z o.o. adopted

resolution to split SPV Lakme Investment Sp. z o.o. through complete spin-off to Eastside – Bis Sp. z o.o. of two

organised parts of SPV Lakme Investment Sp. z o.o. consisting of SPV Lakme investment Sp. z o. o. branch

operating as: SPV Lakme Investment Sp. z o.o. Elana Nieruchomości Branch in Toruń and ZCP Łucka.

On 28 September 2015 due to the split of SPV Lakme Investment Sp. z o.o. through a complete spin-off to

Eastside – Bis Sp. z o.o. of two organised parts of SPV Lakme Investment Sp. z o.o. the Extraordinary

Shareholders’ Meeting of Eastside-Bis Sp. z o.o. adopted resolution to increase the share capital of the company

from PLN 5 000.00 to PLN 232 051 000.00, i.e. by PLN 232 046 000.00, by way of issue of 232 046 new shares

with the nominal value of PLN 1 000 per share.


10 new share with nominal value of PLN 1 000.00 each were subscribed to by Impexmetal S.A and

covered with in-kind contribution of the assets of SPV Lakme Investment Sp. z o.o. attributed to

Impexmetal S.A.

10 new share with nominal value of PLN 1 000.00 each were subscribed to by Boryszew S.A. and

covered with in-kind contribution of the assets of SPV Lakme Investment Sp. z o.o. attributed to

Boryszew S.A.

232 031 new share with nominal value of PLN 1 000.00 each were subscribed to by Eastside Capital

Investment Spółka z o. o. and covered with in-kind contribution of the assets of SPV Lakme Investment

Sp. z o.o. attributed to Eastside Capital Investment Spółka z o. o.

The split of SPV Lakme Investment Sp. z o.o. was registered by NCR by the court on 13 October 2015.


32

Purchase of shares in SPV Impexmetal S.A.

On 19 October 2015 Impexmetal S.A. purchased 1.000 shares in SPV Impexmetal Sp. z o. o. based in Warsaw

for PLN 5.35 per share for total amount of PLN 5 350 000.00, constituting 2.98% of the share capital of SPV

Impexmetal Sp. z o. o.

As at 31 December 2015 Impexmetal S.A. held 33 522 shares i.e. 99.995% of the share capital

Incorporation of Metal Zinc Sp z o. o.

On 13 October 2015, Metal Zinc limited liability company based in Katowice was incorporated. Its sole

shareholder is ZM Silesia S.A.

Liquidation of Impexmetal S.A Trade Branch in Warsaw

On 4 November 2015 resolution was adopted on liquidation of Impexmetal S.A. Trade Branch as of 31 December

2015.

Liquidation of Metalexfrance S.A.

On 12 November 2015 Mealexfrance S.A. based in Sartrouville was deleted from the trade register. The decision

on liquidation is part of the activities to simplify the Capital Group structure.

Acquisition of shares in ZM SILESIA S.A.

On 11 December 2015 Impexmetal S.A. acquired 8 750 shares of ZM SILESIA S.A. based in Katowice, which

constituted 0.15% of the share capital of the Company for a total of PLN 105 000.00.

Acquisition of shares in SPV Lakme Investment Sp. z o.o.

On 7 December 2015 Impexmetal S.A. purchased from Eastside Capital Investments Sp. z o. o 23.428 shares in

SPV Impexmetal Sp. z o. o. based in Warsaw, constituting 89.30% of the share capital for a total of PLN 2 342

000.

11. RESEARCH AND DEVELOPMENT

IMPEXMETAL S.A. HUTA ALUMINIUM KONIN

In 2015 the internal R&D works aimed at improvement of the offered products, mostly for the automobile industry,

were continued. New products were introduced in this scope (clad and non-clad tapes) intended for new projects

performed by the customers from the automobile industry. A new product was developed within the scope of the

conducted research and development activity, dedicated to production of pipes for automobile heat exchanges

with increased abrasion strength resulting from the flow of the cooling medium - it is a clad material with its

internal layer made of EN AW-7072 alloy. Other products intended for customers not from the automobile industry

were also improved, i.e. varnishing tapes, tapes/metal sheets intended for construction.

Within the scope of research and development activity there were also projects developed that were entered for

co-funding to the National Research and Development Centre in contests announced within the framework of the

Operational Programme Intelligent Development

WM DZIEDZICE S.A.

In 2015, the Company conducted a number of research and development projects, of which major projects

included:

- modernisation of the pipe press Felicja (increase of pressure up to 30 MN, modernisation of thick rod

cooling station)

- implementation of new technology for manufacture of ingot moulds for brass casting (Cu ingot forging),

- modernisation of the continuous casting ingot drawing cage assembly along with the saw and secondary

cooling system,

- implementation of new technologies of brass casting in MA56 and CW713R grades,

- automation of the process of transfer of flue gas and dust extraction from above the smelter furnace

chambers,

- implementation of wires with shaped cross sections with a regular coil arrangement into serial

production,

- expanding the assortment range with new shapes in MA56, PA38, CW508L, CW612N, CW614N and

CW617N grades,


33

- expansion of the produced assortment range with products made of new copper alloys with low lead

content and ECO alloys,

- use of a different type of dryer, along with development of a new technology of processing of coin discs

in the Rösler II device,

- development of a new cleaning technology for a pusher-type furnace for annealing of coin discs,

- modifications of tools for cutting of coin discs,

- application of a screen for preliminary sorting of coin discs in terms of shape defects,

- optimisation of logistics of loading and organisation of shipments through development and

implementation of the so-called shipment planner.

The most significant work conducted at the end of 2015 was commencement of modernisations aimed at

acceleration of motions of the press elements as well as change of the system of transverse chutes into flat

chutes of the recipient and front stator of the cage as well as replacement of the automatic components of the

concurrent press. G. This modernisation should decrease the losses connected with de-centric pipes and profiles

and will allow to increase the efficiency and output in terms of the product range pressed by means of this

pressing machine.

ZM SILESIA S.A.

In 2015 the Silesia Plant completed performance of the research and development project POIG.01.04.00-24-

304/13 „Development of a new technology of metal plates production from ZnCuTi alloys from belts casted with

Hunter method” implemented within the framework Operational Programme Innovative economy.

The developed new technology of production of the zinc-titanium metal sheet allowed to reduce power

consumption and to increase efficiency of the production process as well as improvement of the metal sheet

quality and, in consequence, increase the profit from sale of the zinc-titanium metal sheet.

Other entities of the Group did not implement significant projects within the scope of research and development.

12. TRANSACTIONS WITH AFFILIATED ENTITIES

Transactions between subsidiaries mainly include commercial transactions concluded between companies of

Impexmetal Capital Group with regard to sale or purchase of traded goods and products of typical, conventional

nature for the Group’s operations.

The subjects of trade transactions included, inter alia, the following goods: zinc and zinc products, copper and

copper alloy products, aluminium products, copper scrap metal, etc.

Non-trade transactions concluded between related entities:

LOANS GRANTED BY IMPEXMETAL S.A.

On 27 March 2015 Impexmetal S.A. granted a cash loan to Boryszew S.A. in the amount of PLN 11 000 000.00,

with repayment on 31 December 2015. The loan was granted on arm’s length basis. In September 2015

Boryszew SA repaid the loan.

On 10 April 2015 Impexmetal S.A. granted a cash loan to Boryszew S.A. in the amount of PLN 5 000 000.00, with

repayment on 31 December 2015. The loan was determined on the arm’s length basis. In September 2015

Boryszew SA repaid the loan.

On 20 April 2015 Impexmetal S.A. granted a cash loan to Boryszew S.A. in the amount of PLN 15 000 000.00,

with repayment on 31 December 2015. The loan was determined on the arm’s length basis.

Pursuant to the Annex of 27 October 2015, the amount of the loan was increased to PLN 20 000 000 and the re-

payment date was set on 31 December 2016.

On 16 June 2015 Impexmetal S.A. granted a cash loan to Boryszew S.A. in the amount of PLN 30 000 000.00,

with repayment on 31 December 2017. The loan was determined on the arm’s length basis.

On 30 June 2015 roku Impexmetal S.A. concluded an annex to the loan agreement of 17 July 2014 with

Boryszew S.A. Maflow Branch in Tychy under which the parties agreed the loan repayment date of 31 March

2017.


34

On 2 July 2015 Impexmetal S.A. granted a cash loan to Boryszew S.A. in the amount of PLN 10 000 000.00, with

repayment on 31 December 2017. The loan was granted on arm’s length basis.

On 10 August 2015 Impexmetal S.A. granted a cash loan to SPV Lakme Investment Spółka z o.o. in the amount

of PLN 3 000 000.00, with repayment on 30 June 2016. The loan was determined on the arm’s length basis. Upon

division of SPV Lakme, the party to the contract is Eastside-Bis Spółka z o.o.

On 7 September 2015 Impexmetal S.A. granted a cash loan to Boryszew S.A. in the amount of PLN 3 000

000.00, with repayment on 31 December 2017. The loan was granted on arm’s length basis.

On 24 November 2015 Impexmetal S.A. granted a cash loan to Eastside Capital Investments Sp. z o. o. in the

amount of PLN 500 000, with repayment on 31 December 2016. The loan was granted on arm’s length basis.

Early redemption of Boryszew S.A. bonds subscribed to by Impexmetal S.A.

On 23 June 2015 the Boryszew S.A. carried out an early redemption of 6 registered bonds with the nominal value

of EURO 500 000 each and total value of EURO 3 000 000.00 issued on 13 September 2013 (with redemption

date of 30 September 2015).

Change of the date of re-payment of the loan awarded by Impexmetal S.A.

On 30 June 2015 roku Impexmetal S.A. concluded an annex to the loan agreement of 15 October 2014 with

Baterpol Recycler Spółka z o.o. SKA (currently SPV SILESIA Spółka z o.o.) under which the parties agreed a new

loan repayment date. On 15 October 2015 Impexmetal S.A. repaid the loan to SPV SILESIA Sp. z o. o.

Acquisition of bonds issued by BORYSZEW S.A.

On 27 August 2015 WM Dziedzice S.A. based Czechowice Dziedzice acquired 5 registered F series bonds with

total value of PLN 5 000 000.00. Bonds redemption date - 30 June 2017.

On 30 February 2015, Zakład Utylizacji Odpadów Spółka z o.o. based in Konin acquired 1 registered H series

bond with nominal value of PLN 1 000 000.00. The bond replaced another bond issued on 28 February 2014

Bonds redemption date - 30 June 2017.

On 30 September 2015, Polski Cynk Sp. z o.o. based in Oława acquired 3 BD series registered bonds with total

nominal value of EUR 1 500 000.00. The bonds replaced bonds issued on 13 September 2013. Bonds

redemption date - 30 June 2017.

On 1 October 2015 WM Dziedzice S.A. based Czechowice Dziedzice acquired 10 registered G series bonds with

nominal value of PLN 1 000 000.00. The total nominal value of issued G series bonds was PLN 10 000 000.00.


On 31 December 2015 Hutmen S.A. based in Warsaw acquired 15 registered J series bonds with nominal value

of PLN 1 000 000.00. The total nominal value of issued J series bonds was PLN 15 000 000.00. The bonds

replaced bonds issued on 31 September 2014. Bonds redemption date - 31 December 2016.

On 22 December 2015 Metal Zinc Sp. z o.o. based in Katowice acquired 11 registered K series bonds with

nominal value of PLN 1 000 000.00. The total nominal value of issued K series bonds was PLN 11 000 000.00.


On 31 December 2015 S&I S.A. based in St. Sulpice, Switzerland, acquired 1 registered L series bond with

nominal value of PLN 1 000 000.00. The total nominal value of issued L series bonds was PLN 1 000 000.00.

Bonds redemption date - 31 December 2016.

The interest on the abovementioned bonds was determined on the arm’s length basis.

Acquisition of bonds issued by SPV BORYSZEW 3 SP. Z O.O.

On 20 July 2015 Baterpol S.A. based in Katowice acquired 10 registered D series bonds with total nominal value

of PLN 10 000 000. Bonds redemption date: 30 June 2017.

On 20 July 2015 Hutmen S.A. based in Warsaw acquired 6 registered E series registered bond with total nominal

value of PLN 6 000 000. Bonds redemption date: 30 June 2017.


35

On 18 September 2015 Baterpol S.A. based in Katowice acquired 5 registered F series registered bonds with

total nominal value of PLN 5 000 000. Bonds redemption date: 30 June 2017.

On 31 December 2015 Hutmen S.A. based in Warsaw acquired 5 registered G series registered bonds with total

value of PLN 5 000 000.00. G series registered bonds replaced A series registered bonds issued by SPV

Boryszew 3 Sp. z o.o. on 22 September 2014 and acquired by Hutmen S.A. Bonds redemption date: 31

December 2016.

On 31 December 2015 WM Dziedzice S.A. based in Czechowice Dziedzice acquired 20 registered H series

registered bonds with total value of PLN 20 000 000.00. H series registered bonds replaced B series registered

bonds issued by SPV Boryszew 3 Sp. z o.o. on 19 September 2014 and acquired by WM Dziedzice S.A. Bonds

redemption date: 30 June 2017.

The interest on the abovementioned bonds was determined on the arm’s length basis.

Acquisition of bonds issued by BORYSZEW AUTOMOTIVE PLASTICS SP. Z O.O.

On 31 July 2015 Hutmen S.A. based in Warsaw acquired 5 registered A5 series registered bond with total

nominal value of PLN 1 000 000. The bonds replaced registered bonds issued on 31 July 2014.

On 31 July 2015 ZM SILESIA S.A. based in Katowice acquired 13 registered A6 series bonds with total nominal

value of PLN 10 000 000. The bonds replaced registered bonds issued on 31 July 2014.

On 31 July 2015 S&I S.A. acquired 10 registered A7 series bonds with total nominal value of PLN 2 000 000. The

bonds replaced registered bonds issued on 31 July 2014 (on 31 December 2015 these bonds were replaced by

10 registered A9 series bonds with total nominal value of PLN 2 000 000.)

On 31 July 2015 SPV Impexmetal Sp. z o.o. acquired 25 registered A8 series bonds with total nominal value of

PLN 5 000 000.

The interest on the abovementioned bonds was determined on the arm’s length basis. Bond redemption date: 31

July 2017.

Acquisition of bonds issued by BORYSZEW TENSHO POLAND SP. Z O.O.

On 14 September 2015 ZM SILESIA S.A. based in Katowice acquired 10 registered bonds with total nominal

value of PLN 10 000 000. The interest was determined on the arm’s length basis. Bonds redemption date: 14

August 2016.

Acquisition of bonds issued by related entity - Unibax Sp. z o.o. based in Toruń

Impexmetal SA acquired bonds issued by Unibax Spółka z o.o.:

- on 27 March 2015 4 L series bonds with total nominal value of PLN 1 200 000. Bonds redemption date is

31 March 2016. The interest was determined on the arm’s length basis. Unibax Spółka o.o. carried our

early redemption of bonds on 30 July 2015.

- on 24 July 2015 4 Z series bonds with total nominal value of PLN 12 500 000. Bonds redemption date is


early redemption of bonds on 30 July 2015.

- on 12 October 2015 5 AI series bonds with total nominal value of PLN 6 500 000. Bonds redemption

date is 31 December 2016. The interest was determined on the arm’s length basis.

Baterpol SA acquired bonds issued by Unibax Spółka z o.o.:

- on 25 March 2015 5 J series bonds with total nominal value of PLN 5 000 000. Bonds redemption date is


early redemption of bonds on 17 September 2015.

- on 12 October 2015 2 AG series bonds with total nominal value of PLN 2 000 000. Bonds redemption


ZM SILESIA SA acquired bonds issued by Unibax Spółka z o.o.:


36

- on 27 March 2015 5 K series bonds with total nominal value of PLN 5 000 000. Bonds redemption date

is 31 March 2016. The interest was determined on the arm’s length basis.

- on 22 April 2015 5 P series bonds with total nominal value of PLN 5 000 000. Bonds redemption date is

30 April 2016. The interest was determined on the arm’s length basis.

- on 24 April 2015 4 T series bonds with total nominal value of PLN 2 000 000. Bonds redemption date is

30 April 2016. The interest was determined on the arm’s length basis.

- On 12 October 2015 2 AE series bonds with total nominal value of PLN 2 000 000. Bonds redemption


Baterpol SA i Wspólnicy Spółka komandytowa acquired bonds issued by Unibax Spółka z o.o.:

- on 4 August 2015 4 AA series bonds with total nominal value of PLN 4 800 000. Bonds redemption date

is 30 June 2016. The interest was determined on the arm’s length basis.

Hutmen SA acquired bonds issued by Unibax Spółka z o.o.:

- on 12 October 2015 2 AF series bonds with total nominal value of PLN 2 000 000. Bonds redemption


WM Dziedzice SA acquired bonds issued by Unibax Spółka z o.o.:

- on 12 October 2015 2 AD series bonds with total nominal value of PLN 2 000 000. Bonds redemption


SPV Lakme Investment Spółka z o.o. acquired bonds issued by Unibax Spółka z o.o.:

- on 12 October 2015 2 AJ series bonds with total nominal value of PLN 1 000 000. Bonds redemption


As at 31 December 2015 the nominal value of Unibax bonds acquired by the Group companies was PLN 32 300

thousand.

More information on transactions with related entities is disclosed in Impexmetal S.A. financial statements.


37

13. LOANS AND BORROWINGS

Liabilities due to loans and borrowings

Item

Entity name

Type of loan

Loan amount as per

agreement Repayment date

31/12/2015 31/12/2014

in PLN thousand

including

in PLN thousand

including

up to 12 months up to 12 months

1. PKO BP S.A. in current account 75 000 PLN thousand

s

31.10.2016 17 673 17 673 18 358 18 358

31.01.2017 45 008 4 576 45 008 -

2. Bank Pekao S.A. in current account 50 000 PLN thousand

s

30.06.2016 25 210 25 210 40 490 40 490

3. Raiffeisen Bank Polska S.A. in current account 50 000 PLN thousand

s

02.02.2016 43 317 43 317 39 931 14 357

4. Bank Millennium S.A. in current account 22 000 PLN thousand

s

19.10.2016 19 040 19 040 7 470 7 470

5. Bank Millennium S.A. account 15 000 PLN thousand

s

12.02.2016 15 000 15 000 15 000 -

6. Bank Zachodni WBK S.A. in current account 30 000 PLN thousand

s

31.05.2016 28 583 28 583 28 814 28 814

7. Alior Bank S.A. account 15 000 PLN thousand

s

29.03.2016 - - - -

8. Bank Millennium S.A. factoring 47 000 PLN thousand

s

27.09.2016 - - 20 152 20 152

9. Raiffeisen Bank Polska S.A. factoring 21 308 PLN thousand

s

15.03.2016 - - 10 802 10 802

10. Coface Poland Factoring Sp. z o.o.

factoring 37 000 PLN thousand

s

indefinite validity 100 100 60 60

11. PKO BP S.A. account 22 500 PLN thousand

s

31.05.2016 17 732 17 732 11 378 11 378

12. Bank Ochrony Środowiska S.A. account 12 500 PLN thousand

30.09.2016 5 496 5 496 1 924 1 924


38

s

13. Bank Ochrony Środowiska S.A. account 5 000 PLN thousand

s

14.10.2016 4 972 4 972 4 972 -

14. Bank Handlowy S.A. account 4 000 PLN thousand

s

16.03.2016 - - 3 177 3 177



s

31.03.2015 - - 3 719 3 719

16. Alior Bank S.A. in current account 25 000 PLN thousand

s

30.09.2016 23 839 23 839 12 775 12 775

17. BZ WBK S.A. in current account 30 000 PLN thousand

s

31.05.2016 21 647 21 647 21 246 21 246

18. PFEP&WM borrowing 554 PLN thousand

s

15.03.2021 554 83 - -

19. Bank Millennium S.A. in current account 16 400 PLN

thousands

18.02.2016 8 557 8 557 10 080 10 080



s

indefinite validity 1 067 1 067 125 125

21. Credit Agricole Bank Polska S.A in current account 25 000 PLN thousand

s

17.02.2016 17 761 17 761 8 602 8 602


s

26.05.2016 11 679 11 679 8 835 8 835

23. Bank Handlowy S.A. in current account 18 000 PLN thousand

s

04.01.2017 2 617 - 13 594 13 594


s

19.10.2016 5 694 5 694 18 138 18 138

25. Bank Millennium S.A. borrowing 37 000 PLN thousand

s

19.10.2016 36 047 36 047 8 449 8 449

26. PFEP&WM borrowing 691 PLN thousand

s

15.02.2019 538 154 691 154

27. Alior Bank S.A. in current account 10 000 PLN thousand

s

04.01.2017 - - 9 659 9 659


39

28. PKO BP S.A. in current account / revolving

32 000 PLN thousand

s

31.10.2016 32 047 32 047 13 114 13 114

29. Bank Handlowy S.A. in current account / multiple currencies

10 000 PLN thousand

s

04.01.2017 - - 9 837 9 837

30. PFEP&WM investment borrowing 3 500 PLN thousand

s

30.09.2016 75 75 1 875 500

31. Raiffeisen Bank Polska S.A. in current account 2 000 in EUR thousand

30.11.2016 1 625 1 625 2 092 2 092

32. DnB NORD in current account 3 000 PLN thousand

s

26.02.2016 720 720 2 839 2 839

33. PEKAO SA in current account 3 000 PLN thousand

s

30.06.2016 2 046 2 046 2 861 2 861

34. FLT Wälzlager GmbH borrowing 1 000 in EUR thousand

30.09.2016 4 253 4 253 2 142 2 142

PLN

392 897 348 993 398 209 305 743


40

LOANS GRANTED

As at 31 December 2015, the Company had receivables arising from loans as per the following specification:

- loans granted to related entities in the amount of:

5 072 PLN

thousand

- Boryszew S.A. Maflow Branch in Tychy

60 640 PLN

thousand

- Boryszew S.A.

9 854 PLN

thousand

2 312 in EUR

thousand

- Boryszew Oberflächentechnik Deutschland GmbH

2 855 PLN

thousand

670 in EUR

thousand

- AKT Plastikarska Technologie Cechy spol. s.r.o.

9 052 PLN

thousand

2 124 in EUR

thousand

- Boryszew Formenbau Deutschland GmbH

6 505 PLN

thousand

1 526 in EUR

thousand

- BRS YMOS GmbH

13 482 PLN

thousand

3 164 in EUR

thousand

- Theysohn Kunststoff GmbH

39 280 PLN

thousand

9 218 in EUR

thousand

- Boryszew Tensho Poland Sp.z o.o.

915 PLN

thousand

Maflow Branch in Tychy

- loans granted to other entities in the amount of:

277 PLN

thousand

65 in EUR

thousand

- Ostrana Internationale Handelsges MBH Austria, impairment

write-off provided for full amount

14. GUARANTEES AND SURETIES

SIGNIFICANT OFF-BALANCE SHEET LIABILITIES IN THE GROUP COMPANIES TOWARDS ENTITIES


Surety awarded by Impexmetal S.A. for liabilities of Baterpol S.A. arising from the Contract regarding partial

conditional write-off of the loan awarded to Baterpol S.A. from the funds of WFOŚiGW. The surety was

awarded by Impexmetal S.A. for WFOŚiGW up to the amount of PLN 1 772 thousand.

Surety awarded by Impexmetal S.A. in the form of mortgage, up to the amount of PLN 2.5 million, established

on the Company’s real property, as a security of payment of liabilities of ZM Silesia S.A. towards Bank

Handlowy w Warszawie S.A. arising from the Credit Agreement on the checking account

Blank endorsement on a bill of exchange with “no protest” clause awarded by Impexmetal S.A. for liabilities of

HMN Szopienice S.A w likwidacji towards the National Fund of Environmental Protection and Water

Management in Warsaw for possible negligent performance of the grant agreement up to the amount of PLN

16 811 thousand.

SIGNIFICANT OFF-BALANCE SHEET LIABILITIES IN THE GROUP COMPANIES TOWARDS ENTITIES NOT


Surety awarded by Impexmetal S.A. in the form of registered pledge on 1 131 260 pcs of shares of Boryszew

S.A. held by Impexmetal S.A. as a security for payment of liabilities of Boryszew S.A. arising from credit

agreements concluded with Alior Bank S.A.

Contingent liability of HMN Szopienice S.A. w likwidacji arising from donation towards WFOŚiGW in the total

amount of PLN 4 000 thousand.

15. OWN SHARES

Within the scope of the own share buy-back programme, adopted by way of the resolution of the Extraordinary

General Assembly of Impexmetal S.A. no. 8 of 15 November 2010, the Company purchased the total of 1 210

000 own shares by 31 December 2015, with nominal value of PLN 0.40 each, at the average price of PLN 3.39,

i.e. for the total amount of PLN 24 441 082.53. The acquired shares accounted for 3.61% share in the share


41

capital and corresponded to 7 210 000 votes at the General Meeting, i.e. 3.61% share in total votes at the

General Assembly of the Company.

In 2015, Impexmetal S.A. did not purchase any own shares.

Own shares buy-back was completed on 15 November 2015 in connection with lapse of the time limit for which

the General Assembly authorised the Management Board to implement it.

SHARES OF IMPEXMETAL S.A. HELD BY PARENT COMPANIES, ENTITIES COMPOSING THE

IMPEXMETAL CAPITAL GROUP AND PERSONS ACTING ON THEIR BEHALF.

According to the last notice of Mr Roman Karkosik of 12 January 2016:

Mr Roman Krzysztof Karkosik held as at 11 January 2016:

directly 60 000 shares of Impexmetal S.A. accounting for 0.03% share in the share capital

indirectly through the subsidiaries - 114 330 000 shares of Impexmetal S.A. accounting for 57.17% share in the share capital

The held shares entitle to 114 390 000 votes at the General Assembly, accounting for 57.195% of the total number of votes at the General Assembly of Impexmetal S.A.

According to the last notice of the Parent Entity of Boryszew S.A. of 11 January 2016:

Boryszew S.A. held directly 100 510 968 shares of Impexmetal S.A. accounting for 50.26% of the share

capital and entitling to 100 510 968 votes at the GA of Impexmetal S.A.,

Boryszew Capital Group held 114 330 000 shares of Impexmetal S.A. accounting for 57.17% of the share

capital and entitling to 114 330 000 votes at the GA of Impexmetal S.A. (where Impexmetal S.A. holds 7 210

000 own shares accounting for 3.605% of votes at the General Assembly of the Company).

16. ISSUES OF SECURITIES

Within the period from 1 January 2015 to the day of approval of the financial statements for publication,

Impexmetal S.A. did not issue or inform on the intention of issue of shares.

Issue of J series registered bonds

On 20 April 2015, Impexmetal S.A. issued 5 J series registered bonds with nominal value of PLN 1 000 000.00

each and total nominal value of PLN 5 000 000.00, with purchase deadline falling on 30 June 2016. The interest

was determined on the arm’s length basis. Bonds were acquired by a subsidiary, WM Dziedzice S.A. based in

Czechowice Dziedzice.

On 18 December 2015 Impexmetal S.A. carried out early redemption of 5 registered J series bonds.

Issue of K series registered bonds

On 15 October 2015, Impexmetal S.A. issued 7 K series registered bonds with nominal value of PLN 1 000

000.00 each and total nominal value of PLN 7 000 000.00, with purchase deadline falling on 31 December 2017.

The interest was determined on the arm’s length basis. Bonds were acquired by a subsidiary, ZM Nieruchomości

Spółka z o.o. based in Katowice.

On 21 December 2015 Impexmetal S.A. carried out early redemption of 7 registered K series bonds.

Issue of L series registered bonds

On 31 December 2015, Impexmetal S.A. issued 7 L series registered bonds with nominal value of PLN 1 000


The interest was determined on the arm’s length basis. Bonds were acquired by a subsidiary, Metal Zinc Sp. z o.

o. based in Katowice.

Issue of M series registered bonds

On 31 December 2015, Impexmetal S.A. issued 5 M series registered bonds with nominal value of PLN 1 000


The interest was determined on the arm’s length basis. Bonds were acquired by a subsidiary, Baterpol S.A. based

in Katowice.

The above mentioned bonds replace the bonds, for which the redemption date fell on 31 December 2015.


42

Issue of N series registered bonds

On 31 December 2015, Impexmetal S.A. issued 16 N series registered bonds with nominal value of PLN 1 000


The interest was determined on the arm’s length basis. Bonds were acquired by a subsidiary, S&I S.A. based in

Switzerland.

The above mentioned bonds replace the bonds, for which the redemption date fell on 31 December 2015.

Bond issues after the balance sheet date

Issue of O series registered bonds

On 2 February 2016, Impexmetal S.A. issued 7 O series registered bonds with nominal value of PLN 1 000


The interest was determined on the arm’s length basis. Bonds were acquired by a subsidiary, Baterpol S.A. based

in Katowice.

Issue of P series registered bonds

On 2 February 2016, Impexmetal S.A. issued 8 P series registered bonds with nominal value of PLN 1 000


The interest was determined on the arm’s length basis. Bonds were acquired by a subsidiary, ZM SILESIA S.A.

based in Katowice.

17. DIVIDEND

Proposed distribution of profit for 2015

The Management Board of the Company recommends to leave the profit for 2015 in the amount of PLN 47 645

thousand in the Company and allocate it for supplementary capital.

Distribution of profit for previous reporting period

Pursuant to the resolution of the Ordinary General Assembly of Impexmetal S.A. adopted on 28 April 2015, the

net profit of Impexmetal S.A. for the financial year 2014 in the amount of PLN 59 224 thousand was allocated in

full for the supplementary capital of the Company.

18. MANAGEMENT BOARD’S FORECAST

During the period of this report no forecasts of financial performance in 2015 were prepared.

19. PRINCIPLES OF MANAGEMENT OF FINANCIAL RESOURCES

The Group follows a proactive policy of financial resources management. The organizational structure of financial

divisions of the Group companies is strictly adapted to the specific characteristics of individual entities. The

Group’s strategy is that of continuous improvement of the funding structure. The Group cooperates with several

Polish banks and negotiates with other financial institutions for the purpose of cost optimisation within the scope

of business financing.

Due to its nature and size, the Group maintains on-going monitoring of financial liquidity in the form of reports

anticipating three weeks ahead.

The Group’s entities show no arrears in servicing their interest debt, both in terms of principal amounts as well as

interest. Impexmetal S.A. carries out on-going monitoring of receivables in default within the entire Capital Group.

This is particularly important since the recipients of the Capital Group companies are the same customers which

can result in accumulation of receivables in default at the Group level - risk per customer measurement.

Companies monitor the working capital cycle on an on-going basis as well as aim to reduce the collection period

of receivables and at the same time to extend the terms for repayment of liabilities. Unfortunately, this process is

not easy to carry out, especially within the scope of suppliers of key raw materials. The Companies follow a

proactive policy regarding financial risk management and raw materials price variability risk. Most companies from

the Group conducts a risk management policy accepted by the Company’s Supervisory Board. This policy

governs the principles of establishment of securities so as to reflect the physical side of the trade operations.


43

Impexmetal S.A. monitors, on a weekly basis for the entire Group, the number and value of open items both on

the currency market and on the metals market, and performs valuation of these items on a monthly basis.

20. ASSESSMENT OF POSSIBILITIES OF IMPLEMENTATION OF THE

INTENDED INVESTMENTS (FINANCIAL SITUATION)

Companies of the Capital Group finance their investments with own resources or with third-party funds (loans and

borrowings, debt securities, leasing). Directly prior to implementation, each investment is assessed by the

statutory bodies of the Company.

The Companies undertake actions to finance their investments mostly by way of long-term credits. This regards

capital investments as well as investments in fixed assets.

Currently, the financial arrangement for profitable investment projects is not a problem and the banks finance

such projects willingly with long-term credit.

21. FACTORS AND UNUSUAL EVENTS AFFECTING THE RESULT

The most important event having an impact on the result of the basic activity in 2015 was:

greater impact of single-time events, for instance in 2015, the valuation of an investment property in the

amount of PLN 61.5 million regarding a plot at Łucka street in Warsaw (former registered office of

Impexmetal) was recognised, whereas in 2014 ca. 13 ha of lands were sold in Katowice, with a result of PLN

18.9 million.

completion of refurbishment and modernisation processes and optimisation of technological processes at the

Konin Aluminium Plant (Impexmetal S.A.) at the end of the first half of 2014, allowing for an increase in the

volumes of sales. This optimisation allowed for an increase in production capacities for highly processed

products.

22. DESCRIPTION OF SIGNIFICANT RISK FACTORS AND HAZARDS

The activities of Impexmetal Capital Group are connected with exposure to market risk (including interest rate

risk, currency risk and risk of change in prices of metals) as well as credit risk and liquidity risk.

MARKET RISK - METAL PRICES AND CURRENCY EXCHANGE RATES

The main risks arising from the specific activities of the Group are risks associated with the price of metals on the

London Metal Exchange (LME) and the change in currency exchange rates.

DESCRIPTION OF EXPOSURE

The exposure that has so far been identified at Impexmetal Group defines, as a rule, two types of risks:

- risk of changes in metal prices,

- risk of changes in foreign exchange rates

Metals in case of which price changes have an impact on Group's results include: copper, aluminium, lead, zinc,

tin, nickel and to a lesser extent - silver.

The risk of changes in metal prices occurs at the operating level, whereas the risk of changes in foreign exchange

rates occurs at the strategic /fundamental/ as well as operating level.

Operational risk in terms metal prices was identified at: Impexmetal S.A., Baterpol S.A., Hutmen S.A.,

Walcowania Metali Dziedzice S.A, Zakłady Metalurgiczne Silesia S.A., and is associated with future revenue and

cash flows, which have already been contracted, in other words - with securing the fair value of the contract.

In terms of strategic risk within the scope of currencies, it is associated with the output bonus (USD/PLN and

EUR/PLN) This risk occurs in the following Companies: Impexmetal S.A., Baterpol S.A., Hutmen S.A.,

Walcowania Metali Dziedzice S.A., Zakłady Metalurgiczne Silesia S.A.

In case of currency operational risk, the risk source is mainly the operating metal, so to obtain the full effect of

hedging it is also necessary to determine the currency exposure. In addition, there is still operational risk from


44

the time the fixed price for sale or purchase is determined (such as sales invoice issue) until the moment of

making or receiving the payment.

Strategic and operational risk in individual companies is closely related to their business activities. In case of

metal the companies determine the so-called net exposure i.e. the sale based on the LME listed prices is set-off

by cost items, which are also based on the same base, the difference is the net exposure that is hedged. In case

of operational risk, it arises mainly as a result of the mismatch between bases for purchase of raw materials and

sales of products. Strategic exposure to currencies associated with the achieved output bonus is calculated by

multiplying the output bonus by the sales of finished products.

Due to the fact that companies in Impexmetal Group are mainly financed by debt with variable interest coupon,

companies are exposed to changes in interest rates. The profile of the interest rate risk in Companies is

characterized by adverse impact of increased interest rates on the level of cost of interest. Due to lower impact of

interest rates on costs and revenues of the Companies, the risk of changes in interest rates does not constitute

the basic risk from the point of view of its effect on the volume of companies’ cash flows.

This risk, similarly to metal price risk and exchange rate risk is subject to an on-going monitoring.

OBJECTIVE, POLICY AND PROCESSES OF RISK MANAGEMENT AS WELL AS RISK VALUATION

METHODS

Risk management goals, policies and processes

The main objective of the risk management policy in the Group is ensuring stability of cash flow and, additionally,

securing fair value of concluded contracts.

The management process of the particular risk is delegated to the particular Companies from the Group. The

companies establish and implement the risk management policy and the entire process of exposure

determination, strategy preparation, transaction conclusion, their verification and recording is also performed

there.

Measurement of risk level

Currently the Companies carry out measurement of risk at the strategic level on the basis of data from the

approved current business plan for the given period as well as updated current plans of purchase and sale.

In case of operating hedges, the risk measurement is carried out on the basis of updated current plans of

purchase and sale, stock balance or performed sale.

Structure and organisation of risk management function

Organisation of the risk management function in Impexmetal Group is carried out on two levels. The risk

management policy, exposure calculation method determination, exposure calculation for currencies and metal,

determination of hedging strategy, i.e. amounts subject to hedging, in what instruments and for what times limits,

are elements determined at the level of the particular Companies. Conditions of transactions are negotiated, the

transactions themselves are concluded, with potential confirmation to the institutions with which they are

concluded, booked, closed and settled at the level of the Companies. Additionally, the companies keep hedge

accounting.

The second level of risk management organisation is placed at the Impexmetal Group level and at the level of

Supervisory Boards of the particular Companies that present their policies at the meetings of supervisory boards.

In addition, the unit dealing with matters of hedging in Impexmetal S.A. is provided, on an on-going basis, with key

documentation regarding risk management policy in the particular Group Companies. The Group has a detailed

reporting system in place for all derivative transactions held by the companies.

Scope and characteristics of the reporting systems and risk monitoring

The reporting system of the Impexmetal Group is multi-levelled. The first level is: reporting to the Management

Boards of the particular Companies. The layout and frequency of these reports are established by the particular

Management Boards. In addition, the Management Boards present information regarding hedges - at the

meetings of the supervisory boards, and the frequency and level of detail of the said information depends on the

particular supervisory boards. In addition, since 2007, there has been a detailed weekly reporting system

implemented in Impexmetal Group. These reports are characterised with a great level of detail and contain, inter

alia, the volume and value of the transaction as well as security level, date of conclusion and settlement of the

transaction, forms of settlement and institutions by agency of whom the transactions were concluded.

The hedging concluded on the LME stock exchange ordered to Impexmetal S.A. by telephone must be

immediately confirmed by e-mail. The order must be also accepted by an authorised person. In addition, upon


45

conclusion of transaction, Impexmetal confirms the conditions of transaction conclusion by telephone and sends

transaction conclusion confirmation by electronic means. In practice, this procedure precludes errors in

transaction conclusion.

Description of risk security policies

The Management Boards of the particular Companies are responsible for implementation of the risk security

policy. The goal of the policies is to determine precisely the risks to which the particular companies are exposed

as well as present the approach to them, potentially include limits up to which the hedges can be realised. The

policies include goals that the companies set for performance, and the realised hedging should help in obtaining

these goals.

Security effectiveness and other risk management tool monitoring processes

The Impexmetal Capital Group companies have hedging accounting in place for transactions for which it is

possible to apply hedging relations. The companies conduct evaluation of effectiveness of possessed hedge

relations for each reporting period and carry out effectiveness tests regarding maintenance of these relations in

specific parts. In addition, there is effectiveness monitoring carried out throughout the reporting period, conducted

by means of analysis of deviation of the hedged and hedging items from the standard items.

In addition, the risk management process in Impexmetal Capital Group employs IT systems: REUTERS,

MetalPrice which allow for on-going monitoring of market data and valuation of possessed items.

Description of risk concentration avoidance policies and procedures

All companies from the Impexmetal Group, to the extent possible, attempt to diversify all occurring risks, both

risks connected with contractors within the scope of purchase of raw materials and sale of ready products,

through conclusion of trade contracts with multiple entities, and in case of financial institutions with whom the

companies have concluded contracts of cooperation. In case of limits for hedging transactions, the companies try

to have high limits, adequate to the concluded transactions, so that no hedging deposits have to be made in case

of negative valuation of the fair value of possessed transactions. A similar situation takes place in case of credit

lines, especially revolving ones.

As regards concentration of the main market risks: metal, currencies and interest rates, in connection with the

broad area of operation of the entire Group, the risks are distributed relatively uniformly to main metals in

manufacture and processing of which the particular companies are involved, and these are: copper, aluminium,

lead, zinc, tin, nickel and, to a small extent, silver. In terms of exchange rate risk concentration, it consists mostly

in the USD/PLN and EUR/PLN exchange rate risk, plus other exchange rates to a minimal extent.

In terms of the interest rate risk, it is concentrated mostly on PLN, but it occurs also in relation to EUR and

American dollar.

MARKET RISK - INTEREST RATE

To finance its activities, the Group uses the interest debt with variable interest rate which results in the Group’s

exposure to the interest rate change risk. The Group also holds financial assets bearing variable interest rates.

Possession of both assets and liabilities generating interests accrued based on variable base rates

(WIBOR/EURIBOR) secures the Company to a great extent against unfavourable changes of base rates (and,

thus, interest rate changes). The results of these changes for liabilities and assets nullify each other to a great

extent.

Due to relatively low variability of interest rates and structure of interest bearing assets as well as equity and

liabilities, the risk of changes in interest rates does not constitute the primary risk from the point of view of its

impact on future cash flows.

This risk, similarly to metal price risk and exchange rate risk is subject to an on-going monitoring and analysis. In

case of observation of permanent unfavourable trends of changes of interest rates, with concurrent consideration

of mutual elimination of the effects of these changes for the interest rates of assets and liabilities, the Group is

ready to conclude transactions securing the interest rate risk.

CREDIT RISK

The credit risk for Impexmetal Capital Group is connected with market conditions, resulting in the need to apply

deferred payment time limits. The Group Companies monitor creditworthiness of contractors to whom the sale of

goods is addressed as well as employ various types of securities in the form of, inter alia, guarantees, letters of

credits or bills of exchange.

Most companies of Impexmetal Capital Group insure their trade receivables, limiting to a significant extent the

credit risk.


46

The investments in debt instruments of other entities are also exposed to credit risk. The Group companies try to

evaluate creditworthiness and perspectives of the entities they award financing to in the best possible manner.

Extraordinary events such as financial market turbulences, can increase the investment recoverability risk and

extend significantly the time frame for asset release. The Group Companies invest in debt instruments of capital-

related entities.

LIQUIDITY RISK

In order to limit the liquidity risk, the Group monitors in a continuous manner both actual and projected cash flows.

Due to maturity tracking for financial assets and liabilities, they are properly adjusted and, thus, the cash balance

is properly maintained. The Group uses services of banks where it has open credit lines. The demand for external

financing is monitored in an on-going manner. The objective of the Group is to provide such a level of financing

that is sufficient from the point of view of the performed activity.

The liquidity risk is also analysed thoroughly in relation to the conducted hedging activity. In case of limits for

hedging transactions, the Group companies try to have high limits, adequate to the concluded transactions, so

that no hedging deposits have to be made in case of negative valuation of the fair value of possessed

transactions.

According to the Management Board’s best assessment, a potential risk for liquidity of the Group Companies can

be the situation on the financial markets. negative impact can be also exerted on liquidity by sudden increase of

metal prices on the global markets, forcing greater engagement of the working capital for performance of

quantitative sale goals.

The Companies currently have a sufficient potential to contract new credits. Despite market uncertainty, the

banking sector increased its activity, especially within the scope of entities with better, more stable financial

position.

Sensitivity of the Group’s result to the risk of variability of the global prices of metals and exchange rates is

described in Note 45 of the consolidated financial statements.

23. PERSPECTIVES, ASSUMPTIONS AND DEVELOPMENT PLANS. GROUP’S

STRATEGY

The goal set by the Impexmetal Capital Group is consolidation of its high market position in the non-ferrous metal

sector through systematic increase of sale, extension of the product range offer as well as change of the sale

structure towards share of higher margin products. The intended effect should be an increase in the companies’

assets and their profitability, and thus increase in value for the shareholders in the long run.

Short-term actions and growth plans are focused on completion of investments underway at the Capital Group’s

companies and on maximising their effect, as well as on continuing the assets and organisation restructuring

processes in relation to the dynamically changing market environment.

ZAKŁAD ALUMINIUM KONIN

The aluminium production and consumption perspectives in Poland, EU member states as well as around the

world are very optimistic. Aluminium alloys have an increasingly broad application in the automobile, packaging,

electrotechnical, construction industry or in broadly understood transport. The following factors have impact on

the projected increase in demand for aluminium:

the domestic consumption of aluminium, in comparison to other developed EU countries, is still relatively low

which is reflected positively in the dynamics of market development,

the native trade suffers from the aluminium price collapse on the global market only to a limited extent. A

great part of the raw material is imported to Poland. The local processing business operating on this market

benefit from low prices, increasing the margins on the finished product,

there is a great increased observed in terms of demand for aluminium in the automobile industry that is

becoming the key recipient of aluminium products

The apparent consumption of aluminium in Poland in 2015 was 820 thousand tonnes - it was an increase by 8.6%

in relation to the previous year. If this growth dynamics is maintained in the nearest years, the aluminium

consumption in Poland will exceed 1 million tonnes in 2018.

Such perspectives definitely encourage to investing in the new machine part as well as modern and innovative

aluminium processing technologies. Impexmetal commenced an investment programme in 2015 for the total


47

amount of outlays equal to PLN 125 million. The investment plan projected for years 2015-2017 is to allow for an

increase in manufacture of flat rolled products up to 100 thousand tonnes annually (including 40 000 tonnes of

thin products). The scope of investment activities covers installation of new technological devices as well as

increase of production capacities of the existing machine park. The investment programme focuses on increase of

production in the higher processing level product segment and, concurrently, development of cooperation with the

packaging, automobile and electrotechnical industries.

Impexmetal plans to continue the adopted development strategy and commence implementation of the melting-

casting capacities increase programme regarding the Casting Floor Division already in 2016. The objective of this

investment programme is full coverage of the demand of the Rolling Mill Division for ingots for rolling as well as

increase of the secondary processing capacity related to scrap regarded as problematic in remelting. This will

allow to increase production of recycled metal and close the production chain of the Company’s Processing Plant.

The currently implemented investment programme for years 2015-2017 will be continued through the programme

of further increase of production of flat products up to the level of 130 thousand tonnes annually. The main aspect

of this investment plan is increase of sale of products to the automobile sector. The programme assumes further

development of flat and clad products intended for manufacture of car heat exchangers as well as launch of

production of special hard-deformable alloys for the automobile industry.

WM DZIEDZICE S.A.

The strategy of the Company is oriented at stable development reflected in consistent optimisation of the net risk

in the next years through increase of production capacities, increasing the sale volume and optimising

manufacture costs as the target. The objective of the undertakings is mainly permanent improvement of the

Company’s rate of return.

The action plan developed by the Company in the form of budget for 2016 assumes increase of the sale volume

in comparison to 2015 by 1 765 tonnes, mainly in the product range of brass rods and pipes. It is estimated that

the planned sale at the level of 36 06 tonnes and consistent performance of assumed tasks will allow to generate

net profit in 2016 at the level of PLN 19 141 thousand in controlling terms (i.e. without corporate costs).

Main assumptions of the developed long-term plan of the company for years 2016-2020:

- increase of production capacities and sale quantities in the target year of 2020 by ca. 4000 tonnes.

- increase of the net profit up to the level of PLN 21 000 thousand in 2020.

The Companies moderates to a significant extent the above threats through the implemented price policy,

adjusted to the dynamically changing macro-economic conditions, both within the scope of raw material purchase

and sale of products as well as due to the implemented financial risk hedge accounting policy.

HUTMEN S.A.

Main objectives of the policy of the Management Board of Hutmen S.A.:

development of copper products and niche products manufacturing;

optimisation of production costs for the purpose of improvement of material output and processing cost

reduction (reduction of personnel costs, repair services costs, auxiliary materials and utilities costs),

sale of redundant non-production assets of the Company,

expansion of rental and lease of production floor and office floor.

BATERPOL S.A.

The priority task for the Company’s Management Board for 2016 and next years is maintenance and optimisation

of production volumes at the planned level, in combination with activities aimed at obtaining satisfactory financial

results. The objective of the action will be a product range and price change in the contracts negotiated for 2016,

consisting in decrease of the production volumes in terms of soft lead in order to decrease the alloy production

volume with concurrent aiming at increasing the bonus.

The priorities of the Company for 2016 include also: maximisation of the volume of purchases of lead-bearing

materials as well as its optimisation in financial and product range terms, close cooperation with the Recipients for

the purpose of adjustment of the quantities and product range of lead and alloys for the purpose of own needs as

well as mutual contractual obligations,

ZM SILESIA SA

The strategic objective for ZM Silesia S.A. in 2016 will be:

Within the scope of development of the plant in Katowice:

commencement of sale of a new product - patinated metal sheet in black colour,


48

further works over adjustment of parameters of Zn Al 15 wire to the requirements of recipients on the

western markets,

In connection with completion of implementation of the research and development programme

employing external co-funding within the framework of action 1.4 POI, changes in technology will be

possible, allowing to reduce the costs of production and improve quality. The estimated economic effect

in the form of savings from products costs arising from this is ca. PLN 200 thousand annually. Further

optimisation works will be a consequence of implementation of the R&D programme - effect in the form

of savings in production costs at the level of ac. PLN 300 thousand/year from mid-2016.

Huta Oława Division strategic objectives include:

optimisation of zinc oxide production costs through reduction of gas and power consumption,

increase of production capacity and sale, with concurrent maintenance of the current issue level,

finalisation of construction of the new furnace for production of zinc white from waste zinc which, upon

completion of the investment, will result in reduction of gas and electric power costs by ca. PLN 1.2

million annually as well as reduction of costs of charge materials resulting from use of waste raw

materials,

implementation of the R&D project from the GEKON programme along with IMN Gliwice the objective of

which is development of a new energy efficient zinc white production technology. Projected completion

time - 2017,

development, in cooperation with the Technical University of Wrocław, of a new furnace for production of

lead minium in order to obtain highly efficient, energy saving and fully automated lead minium production

line.

24. EMPLOYMENT

The average employment in the particular professional groups in the companies of the Impexmetal Group subject

to consolidation in 2015 as per full-time positions is presented in the table below:

period ended

31/12/2015 period ended

31/12/2014

Blue-collar workers 1 491 1 421

White-collar workers 434 462

Employees on maternity leave - -

PLN 1 925 1 883

25. CHANGES IN FUNDAMENTAL PRINCIPLES OF MANAGING AN

ENTERPRISE OF THE COMPANY AND OF ITS CAPITAL GROUP

In 2015, no changes were implemented in the scope of fundamental principles of managing an enterprise of the

Company and of its Capital Group.

Pursuant to the provisions of the Company’s Articles of Association, declaration of intent and affixing a signature

on behalf of the Company requires two members of the Management Board or one Member of the Management

Board and a commercial proxy acting jointly.

26. AGREEMENTS CONCLUDED BETWEEN THE COMPANY AND ITS

OFFICERS, PROVIDING FOR COMPENSATION IN THE EVENT OF

RESIGNATION OR DISMISSAL OF SUCH PERSONS FROM THE

POSITIONS HELD WITHOUT CAUSE, OR WHERE SUCH DISMISSAL IS

CAUSED BY MERGER OR TAKEOVER.

Agreements concluded between Impexmetal S.A. and its officers do not provide for any payments other than

those stipulated in the Polish Labour Code.


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27. PERSONS MANAGING AND SUPERVISING THE COMPANY’S ACTIVITY.

IMPEXMETAL S.A. MANAGEMENT BOARD

In 2015 the composition of the Management Board of Impexmetal S.A. was as follows:

- Ms Małgorzata Iwanejko – President of the Management Board, General Director

- Mr Jan Woźniak – Member of the Management Board, Business Development Director

There were no changes in the composition of the Management Board from 31 December to the day of preparation

of this report.

CV’s of Members of the Management Board of Impexmetal S.A.

Ms Małgorzata Iwanejko – President of the Management Board

Mrs Małgorzata Iwanejko took hold of the office of the President of the Management Board, General Director of

Impexmetal S.A. in May 2012. She graduated from the Warsaw School of Economics as well as post-graduate

studies - MBA Diploma in Management in Great Britain.

Within the period from 2002 to 2006 she acted in the capacity of Advisor in Nafta Polska S.A. In 2006 she held

the office of the President of the Management Board in Zakłady Azotowe “Puławy” S.A. where she used to be the

Trade Division Manager from 1996 to 2002. From 2007 to 2012 she acted in the capacity of the President of the

Management Board, General Director of Boryszew S.A. and Member of the Supervisory Board of Impexmetal

S.A.

Mrs Małgorzata Iwanejko is a member of Supervisory Boards of the following subsidiaries: Hutmen SA, FŁT

Polska Spółka z o.o., Polski Cynk Spółka z o.o., WM Dziedzice S.A.

- Mr Jan Woźniak – Member of the Management Board, Business Development Director

Mr Jan Woźniak graduated from the Poznań University of Technology, Faculty of Mechanics and Technology.

From the beginning of his professional career, he was connected with Konin Aluminium Steelworks (then

Impexmetal S.A.) and other Companies from the Impexmetal Capital Group. For over 20 years, up to 1998, he

worked for Huta Aluminium Konin, for example, in the rolling mill and electrolysis division, he also acted in the

capacity of the Director for Trade and Technical Director. Within the periods of 1991-1998 and 2003-2005 he also

acted in the capacity of a Member of the Management Board of Huta Aluminium Konin S.A. (Aluminium Konin -

Impexmetal S.A.). Within the period from 1997-2000 he acted in the capacity of the Member and later of the

President of the Management Board of ZM Skawina S.A. In 2002 he was the Operating Director of Huta Metali

Nieżelaznych „Szopienice” S.A. For five years from 2006 he acted in the capacity of the Member of the

Management Board, Production and Development Director, then the Member of the Management Board,

Managing Director of ZM SILESIA S.A. Since 2011 to this date he has been the President of the Management

Board (also the General Director within the period from 2011-2014) of Walcownia Metali Dziedzice S.A.

Mr Jan Woźniak is a member of the Supervisory Board of the following subsidiary: Huta Metali Nieżelaznych

Szopienice S.A. w likwidacji

MANAGEMENT BOARD COMMPETENCIES

The Management Board runs the Company’s affairs and represents the Company. The Board is responsible for

the fair conduct of the Company's affairs and implementation of its statutory functions, in accordance with law and

good practice.

All matters that are not reserved for the competence of the General Meeting of Stockholders and the Supervisory

Board fall within the competence of the Management Board. The Management Board prepares the strategy of the

Company and is responsible for its implementation and execution. The strategy is subject to approval by the

Supervisory Board. The Management Board of the Company carefully analyses all actions and decisions.

A resolution of the Management Board is required in matters falling beyond the scope of ordinary management, in

particular on:

Management Board regulations

Adoption of the Company’s Organizational Rules,

incurring loans,

issuing sureties and guarantees

disposal and acquisition of fixed assets with the value in excess of PLN equivalent of EUR 30 000,

approval of the Management Board’s report on operation as well as Company’s financial statements and

consolidated statements of the Capital Group for the previous year,


50

proposals for profit distribution or loss coverage,

adoption of the growth programme for the Company and for the Capital Group,

adoption of the budget of the Company and of the Capital Group,

establishing of proxies,

appointing, on the basis of civil law, representatives to perform certain tasks within the limits of their

authorisation (with the exception of one-time power of attorney to perform certain legal actions and powers

of attorney to sign the papers and documents that do not result in incurring liabilities by the Company or

disposing property rights of the Company as well as power of attorney ad litem)

approving the remuneration system and work regulations based on agreements with the trade unions,

taking a position on issues commissioned by the Supervisory Board in the form of a resolution.

The Board recommends to the Supervisory Board the appointment of an auditor, upon analysis of the tenders

submitted.

Statement of intent and signing on behalf of the Company requires two Board members acting jointly or one

member with a proxy. In case of a single person Management Board, declarations of will and signing is within the

powers of the Management Board President acting solely.

The Management Board convenes on as-needed basis. Management Board meeting can be participated by

employees of the Company or other persons, competent for the matters discussed.

Statutory functions of the Management Board are implemented in the form of:

resolutions passed during the meetings of the Management Board,

motions to the Supervisory Board, General Meeting of Shareholders or court,

declarations of will,

implementing resolutions of the Supervisory Board and the General Meeting of Shareholders.

RESOLUTION ADOPTION RULES

Resolutions of the Management Board are adopted by an absolute majority of votes. In case of a tied vote, the

President has the casting vote.

A member of the Management Board, absent during a meeting, shall acknowledge and follow, on the first day at

work after absence, resolutions passed during his or her absence, confirming it with a signature on the original

copy of the minutes.

Meetings of the Management Board are minuted and signed by members of the Management Board present

during the meeting.

Members of the Management Board must notify the Supervisory Board on any existing or potential conflict of

interest resulting from their performed functions.

The principles of remuneration of the Supervisory Board members are determined by the Supervisory Board of

the Company, considering the responsibilities and function as well as the economic and financial situation of the

Company.

The aggregate remuneration of all members of the Management Board and of individual members of the

Management Board, with details on individual elements of remuneration, is disclosed in the annual report.

The Management Board makes every effort to ensure that the Company conducts an effective economic activity,

respecting the interests of all groups of shareholders and other groups associated with the Company's interest.

IMPEXMETAL S.A. SUPERVISORY BOARD

As at 1 January 2015, the composition of the Supervisory Board of Impexmetal S.A. was as follows:

Mr Arkadiusz Krężel – Chairman of the Supervisory Board

Mr Zygmunt Urbaniak – Deputy Chairman of the Supervisory Board,

Mr Waldemar Zwierz – Secretary to the Supervisory Board

Mr Piotr Szeliga – Member of the Supervisory Board

Ms Karina Wściubiak - Hankó – Member of the Supervisory Board

On 28 April 2015 Extraordinary General Meeting adopted resolution on dismissal from the Supervisory Board of:

Mr Zygmunt Urbaniak

Mr Waldemar Zwierz

and appointment to the Board of

Mr Tadeusz Pietka

Mr Damian Pakulski.


51

As at 31 December 2015 the composition of the Supervisory Board of Impexmetal S.A. was as follows:


Ms Karina Wściubiak-Hankó – Deputy Chairman of the Supervisory Board

Mr Damian Pakulski – Secretary to the Supervisory Board


Mr Tadeusz Pietka – Member of the Supervisory Board

CVs of Members of the Supervisory Board of Impexmetal S.A.


Arkadiusz Krężel was appointed to the Supervisory Board of Impexmetal S.A. in 2006. Moreover, he performs

supervisory duties in companies of Impexmetal Capital Group: ZM SILESIA S.A., and in overseas trading

companies of the Impexmetal Capital Group. He has been a member of the Supervisory Board of Boryszew S.A.

since 2006.

Mr Arkadiusz Krężel graduated from the Silesian University of Technology in Gliwice, majoring in Automation and

Electrification of Mining.

In 1992 - 2006 he acted in the capacity of the President of the Management Board in Agencja Rozwoju Przemysłu

S.A. In 1981 - 1992 he worked for “Kazimierz – Juliusz” Coal Mine in Sosnowiec. Since 1991, he has served on

Supervisory Boards of a number of companies from different industries, including: Państwowa Agencja Węgla

Kamiennego S.A., Polski Bank Rozwoju S.A., Polskie Koleje Państwowe S.A., PLIVA Kraków Zakłady

Farmaceutyczne S.A., Centrala Zaopatrzenia Hutnictwa S.A.. He is a member of the Management Board of the

Franco - Polish Chamber of Commerce in Paris and Polish - Japanese Economic Committee.

Ms Karina Wściubiak - Hankó – Deputy Chairman of the Supervisory Board

Mrs Karina Wsciubiak – Hankó was appointed to the Supervisory Board of Impexmetal S.A. in 2014.

Mrs Karina Wściubiak - Hankó has higher economic education. She graduated from the University of Economics

in Wrocław as well as completed post-graduate studies in Accounting and Controlling in Częstochowa. Mrs Karina

Wściubiak – Hankó obtained also the MBA degree at the University of Economics in Wrocław.

Mrs Karina Wściubiak – Hankó has been the President of the Management Board of Alchemia S.A since 2001.

She gained her professional experience in Boryszew S.A. and then in Skotan S.A. She acted also in the capacity

of a member of the Supervisory Board in several companies, such as Skotan S.A. (to this date), NFI Midas S.A. -

in the latter one she was also the President of the Management Board for two years.

Mr Damian Pakulski – Secretary to the Supervisory Board

Mr Damian Pakulski has been a Member of the Supervisory Board of Impexmetal since 2015.

She currently pursues the profession of a legal counsel under contract of employment and the Legal Counsel

Office that she runs.

Mr Damian Pakulski graduated from the Faculty of Law and Administration at the Nicolaus Copernicus University

in Toruń. In 1999 he completed his legal counselling apprenticeship at the Regional Chamber of Legal Counsels

in Toruń. He currently pursues the profession of a legal counsel under contract of employment and the Legal

Counsel Office that she runs.

Furthermore, he acted or/and acts in the capacity of a Member of the Supervisory Board in such companies as:

Suwary S.A., Torlen Sp. z o.o., Elana – Energetyka Sp. z o.o., Krezus S.A. and Gold Investments Sp. z o.o.


Mr Piotr Szeliga has been a Member of the Supervisory Board of Impexmetal since 2012.

Mr Piotr Szeliga graduated from the Cracow University of Economics and completed postgraduate studies at the

Stockholm University/Stockholm International Banking Institute. He is a certified auditor and holds the ACCA

Diploma in International Financial Reporting.

Within the period of 1996-2000 he acted in the capacity of the Experienced Senior Consultant – Project Manager

at Arthur Andersen Sp. z o.o. Then, from 2000 to 2003, he was a financial controller at ce-market.com S.A. He

has been cooperating with the Impexmetal Capital Group since 2003 and in 2007 he was employed on the

following positions: Finance Director for Planning and Development of the Capital Group, Accounting Director;

acting CFO of the Company, Member of the Management Board, CFO of Impexmetal S.A. In 2006 he held the

following positions in Boryszew S.A.: Account Director, acting CFO and Management Control Advisor. From 2007

to 2012 he acted in the capacity of the President of the Management Board, General Director of Impexmetal S.A.

He has been the President of the Management Board of Boryszew S.A. since 2012. He also fulfils supervisory


52

functions in the companies of the Impexmetal Capital Group, such as Impexmetal S.A., Hutmen S.A., HMN

Szopienice S.A. w likwidacji, ZM SILESIA S.A., FŁT Polska Sp. z o.o., Baterpol S.A.

- Mr Tadeusz Pietka – Member of the Supervisory Board

Mr Tadeusz Pietka has been a Member of the Supervisory Board of Impexmetal since 2015.

Mr Tadeusz Pietka graduated with distinction the Wilfried Laurie University – Waterloo, Canada, Faculty of

Economics, major: Finance and Accounting In 2000 he graduated from the MBA studies at the London Business

School. In 2003 he was awarded the financial analyst licence at the Association for Investment Management &

Research, Charlottesville, USA, and in 2012 he was awarded the Diploma of Candidate for a Member of the

Supervisory Board of State Treasury Companies issued by the Ministry of State Treasury

In years 1994-1998 he acted in the capacity of a Currency Broker at Financial Institutions Trading & Sales, Spot

FX in the Royal Bank of Canada. In 1999 he cooperated with McKinsey & Company Inc. and later - from 2000 to

2001, he was a Consultant at Bain & Company Inc. From 2001 to 2002 he acted in the capacity of the Business

Consultant, Investment Banking and Treasury Group of the Bank of Montreal. In 2003-2004 he was a member of

the Management Board of GE Bank Mieszkaniowy where he was a Member of the Management Board, Operating

Director and, previously, Director for Mortgage Credits, and then he acted in the following capacities up to 2006:

Managing Director of DomBank, President of the Management Board of GETIN Leasing S.A. and Vice-President

of the Management Board of GETIN Holding S.A. From 2006 to 2007 he was an Investment Advisor in the

Financial Sector and Co-investor in Private Equity Companies. Concurrently, he also acted i the capacity of a

Member of the Management Board in Allianz Biznes. From 2007-2009 he was the Managing Director for Strategy

and Finances in STC Investments with its seat in Kiev as well as the Vice-Chairman of the Supervisory Board of

THE BANK „Financial Initiative” in Kiev. He has been the President of the Management Board and Owner in

Colonade International since 2009.

In addition, Mr Tadeusz Pietka acts or/and acted in supervisory capacities in companies noted on the Warsaw

Stock Exchange: Investments S.A., Boryszew S.A., Magna Polonia S.A., Hygienika S.A.

The Supervisory Board operated according to the Company’s Articles of Association and Regulations of the

Supervisory Board of Impexmetal S.A. approved by the Company’s General Assembly.

Pursuant to the Company’s Articles of Association, the Supervisory Board is composed of at least five members.

Members of the Supervisory Board are appointed and dismissed by the General Meeting of Shareholders. Any

member of the Supervisory Board whose mandate expired during the Board’s term of office must be compulsorily

replaced by the Supervisory Board with another person appointed to hold the position. Appointment of members

of the Supervisory Board during the Supervisory Board’s term of office must be approved by the next General

Meeting of Shareholders. Should the General Meeting of Shareholders refuse to approve any of the new

members of the Supervisory Board appointed during the Supervisory Board’s term of office, the General Meeting

will elect a new member of the Supervisory Board to replace the person who was not approved.

The term of office of the Supervisory Board is 3 years and is common for all members of the Supervisory Board.

The Supervisory Board, on its first meeting, elects its Chairperson, Deputy Chairperson and Secretary from

among its members, in secret ballot.

TASKS OF THE SUPERVISORY BOARD

The Supervisory Board exercises continuous supervision over the Company's operation in all fields of its activity.

Members of the Supervisory Board when performing their functions have regard to the interests of the Company.

The emphasis of the Supervisory Board includes measures to improve the efficiency of management of the

Company to obtain maximum financial performance of the Company as well as increase its share market value

and ensure its long-term development.

The special competences of the Supervisory Board include:

determining the remuneration for Management Board members,

appointing and dismissing any or all Members of the Company’s Management Board,

suspending from service, for important reasons, of any or all Members of the Company’s Management

Board, in secret voting,

delegating Members of the Supervisory Board, for a period not longer than three months, to temporarily

perform duties of Members of the Management Board who have been dismissed, resigned or are unable to

perform their duties for other reasons.

awarding permission for establishment of divisions abroad upon the Management Board’s request,


53

approving acquisition of rights or incurring liabilities with the value exceeding PLN 5 000 000 (five million) if,

as a result of such transactions, the Company is to purchase fixed assets within the meaning of tax

regulations.

approving acquisition and disposal of real estate property, perpetual usufruct or share in real estate,

selecting statutory auditors for conducting the audit of the financial statements,

assessment of the Management Board’s report and financial statements for previous financial year in terms

of compliance with books, documents and facts as well as proposals of the Management Board on

distribution of profit or coverage of loss and submitting annual written report to the General Meeting of

Shareholders on the results of the assessment,

adopting the consolidated text of the Company’s Articles of Association for internal purposes of the Company,

approving transactions concerning subscribing to, disposal or acquisition of shares and stocks where the

transaction value exceeds 5% of the Company’s equities,

approving draft resolutions submitted by the Management Board to the General Meeting of Shareholders,

approving annual business plans of the Company and long-term Company’s growth plans,

The Supervisory Board holds its meetings as required, but not less than three times a year.

Meetings of the Supervisory Board are convened by its Chairman on his or her own initiative or at the request of

the authorised parties.

Should a meeting be requested by the Management Board or a member of the Supervisory Board, the Chairman

of the Supervisory Board is obliged to convene a meeting within two weeks of receipt of such request.

Management Board members are invited to attend meetings of the Supervisory Board and in the case of

discussing matters concerning them directly, in particular: removal, responsibilities and remuneration of the

Management Board Members, Supervisory Board meetings held without participation of the Management Board

members.

Meetings of the Supervisory Board may also be held without formal convocation if all members of the Supervisory

Board were notified and agree to hold a meeting and include specific items on the agenda. The Supervisory

Board adopts resolutions only on matters included in the agenda.

The Chairman administers and leads the work of the Supervisory Board and represents it to other bodies of the

Company and other parties.

There is no Audit Committee or Pay Committee appointed in the structure of the Supervisory Board.

The Supervisory Board is composed of the minimal number of members specified by the law (5 persons) and in

this situation, under § 18 section 3 of the Articles of Association, the duties of the Audit Committee are fulfilled by

the Supervisory Board in full composition.

Validity of resolutions of the Supervisory Board requires proper notice of the meeting of all the members of the

Supervisory Board and presence of at least half of the members of the Supervisory Board, including the

Chairman or Vice-Chairman.

If the Chairman fails to convene a meeting of the Supervisory Board the applicant may convene such

independently specifying the date, time and proposed agenda.

The agenda of the meeting of the Supervisory Board is determined 7 days before the scheduled date of the

meeting and approved by the Chairman and then submitted to the members of the Supervisory Board along with

other materials, unless extraordinary circumstances exist justifying shortening of this period. The agenda may be

amended or supplemented if all members of the Supervisory Board are present and express consent.

The Chairman can decide on reduction of the above time limit, however not in excess of two days.

In order to enable the Supervisory Board to exercise constant supervision over the Company, the Management

Board provides basic financial information on the Company and Impexmetal Capital Group as well as information

on any events that could significantly affect the results of operations or the state of the Company's assets.

At each meeting of the Supervisory Board the Management Board reports on all relevant matters associated with

Company's operations. In urgent matters the members of the Supervisory Board are notified by the Management

Board by circulation. The President may, on their own initiative or upon a written motion of Management Board

or members of the Supervisory Board, invite other persons to the meeting, in particular employees of the

Company, who are responsible for the issues discussed.


54

The Supervisory Board may - without prejudice to the competences of other bodies of the Company - express

opinions on all matters of the Company, including motions and proposals to the Management Board, which, in

such case, is obliged to submit to the Chairman information on the intended use of these motions and proposals

within twenty one days from the date of submission.

Members of the Supervisory Board may exercise their rights and carry out their duties in person.

Supervisory Board resolutions are adopted by an absolute majority of votes, i.e. with the number of votes

exceeding half of valid votes when at least half of the Supervisory Board members are presents and all members

were invited.

In the event of a tie in the voting the Chairman has the casting vote.

The Supervisory Board may pass resolutions in writing or using direct means of distance communication. The

resolution is valid if all member of the Supervisory Board have been notified of the contents of the draft resolution.

Members of the Supervisory Board may participate in adopting resolutions by casting their votes in writing, acting

through another Member of the Supervisory Board who attends the meeting.

The procedure of casting a vote in writing cannot be applied with respect to matters added to the agenda in the

course of the given meeting of the Supervisory Board. The voting is open.

A secret ballot is ordered for elections and dismissal of the Chairman, Vice Chairman or Secretary of the Board as

well as on appointment and dismissal of members of the Management Board and on suspending duties, for

important reasons, of individual members or the entire Management Board, and also at the request of any

member of the Board, participating in the meeting.

Meetings of the Supervisory Board are minuted. The minutes are to be signed by all members present during the

meeting. List of attendance at the meeting is attached to the minutes.

The administrative and technical support for the Supervisory Board is provided by the Management Board, by

appointing from employees of the Company the person directly responsible for organisation and technical service

as well as documentation of the Supervisory Board.

Members of the Management Board must notify the Supervisory Board on any existing conflict of interest resulting

from their performed functions. Statement format is determined by the Regulations of the Supervisory Board.

Remuneration of the members of the Supervisory Board is determined by the General Meeting, subject to the

remuneration of Supervisory Board members, delegated to temporarily perform the duties of a member of the

Management Board, being determined by resolution of the Supervisory Board.

The total remuneration of all members of the Supervisory Board, as well as each of individual members of the

Board, is disclosed in the annual report.

Detailed principles of operation of the Supervisory Board are determined in the Rules for Supervisory Board of

Impexmetal S.A.

28. REMUNERATIONS OF THE MANAGEMENT BOARD AND SUPERVISORY

BOARD

Gross remuneration, including social insurance contributions, of Management Board members of the

Parent Entity and other key managerial staff of the Capital Group for 2014.

Paid*

Potentially

due Total

Management Board 540 160 700

of which:

Małgorzata Iwanejko 519 160 679

Jan Woźniak 21 - 21

Other Key Managerial Staff (**) 6 985 330 7 315

Total 7 525 490 8 015

(*) remuneration paid in the current period which includes remuneration due for previous period

(**) Other key managerial personnel of the Capital Group includes: Commercial Proxies of the Parent Company, Members of

the Management Boards and Supervisory Boards of Companies subject to full consolidation


55

Gross remuneration, including social insurance contributions, of Management Board members of the

Parent Entity and other key managerial staff of the Capital Group for 2015.

Paid*

Potentially

due Total

Management Board 930 520 1 450

of which:

Małgorzata Iwanejko 570 160 730

Jan Woźniak 360 360 720

Other Key Managerial Staff (**) 6 878 335 7 213

Total 7 808 855 8 663

(*) remuneration paid in the current period which includes remuneration due for previous period

(*) Other key managerial personnel of the Capital Group includes: Commercial Proxies of the Parent Company, Members of the

Management Boards and Supervisory Boards of Companies subject to full consolidation

Gross Remuneration of the Supervisory Board Members of the Parent Entity

2015 2014

Arkadiusz Krężel

125 189

Robert Skoczeń

- 35

Zygmunt Urbaniak

35 95

Karina Wściubiak-Hańkó 54 36

Waldemar Zwierz

27 76

Damian Pakulski 28 -

Tadeusz Pietka 28 -

Total 297 431

Gross remuneration for members of subsidiaries’ bodies

2015 2014

Members of the Management Board 408 567

of which:

Małgorzata Iwanejko 8 -

Jan Woźniak

400 567

2015 2014

Members of the Company’s Supervisory Board 76 125

of which:

Arkadiusz Krężel

38 29

Piotr Szeliga

12 12

Zygmunt Urbaniak

15 48

Waldemar Zwierz

11 36


56

29. COMPANY’S SHARES AND SHARES IN SUBSIDIARY ENTITIES OF THE

COMPANY HELD BY MEMBERS OF GOVERNING AND SUPERVISORY

BODIES

Company Shares Held by the members of the Management Board and Supervisory Board

Person Function Number of shares

Małgorzata Iwanejko President of the

Management Board

20.000

Shares in Entities affiliated with the Issuer, held by the members of the Management Board and the

Supervisory Board

Person Function The Company Number of shares

Małgorzata Iwanejko President of the

Management Board

Boryszew S.A. 50.013

30. INFORMATION ON AGREEMENTS KNOWN TO THE COMPANY (INCLUDING

THOSE CONCLUDED UPON THE BALANCE SHEET DATE) UNDER WHICH

FUTURE CHANGES MAY OCCUR IN THE PROPORTIONS OF SHARES

HELD BY THE EXISTING SHAREHOLDERS AND BONDHOLDERS

The Company is not aware of any agreements under which changes might occur in future in the proportions of

shares held by the existing Shareholders and bondholders.

31. INFORMATION ON THE SYSTEM OF CONTROLLING EMPLOYEE SHARES

In the reporting period concerned, the Company did not issue stocks or offer employee stock programmes.

32. AGREEMENT WITH INDEPENDENT STATUTORY AUDITOR

On 7 July 2015 the Supervisory Board of Impexmetal S.A. selected Deloitte Polska Sp. z o.o. Sp. k. based in

Warsaw at Jan Paweł II Av. No. 19, to audit the financial statements of Impexmetal S.A and Impexmetal Capital

Group for the period from 1 January 2015 to 31 December 2015. Deloitte Polska Sp. z o.o. Sp. k. is registered in

the list of entities authorised to audit financial statements, maintained by the Polish National Board of Statutory

Auditors, under number 73. The agreement with Deloitte Polska Sp. z o.o. Sp. k. was concluded on 11 July 2015

for the period of audit of financial statements for 2015.

The Company had used the services of the aforesaid auditor with respect to audit and review of financial

statements pertaining to years 2001 – 2003 and 2005 – 2007, and 2009 – 2015. The Supervisory Board chose

the auditor pursuant to its powers stipulated in the Company’s Articles of Association and in accordance with

applicable legal provisions in force.

Pursuant to the contract regarding separate and consolidated financial statements audit for 2015, the

remuneration is net PLN 195 thousand, the Company recognised in 2015 costs in the amount of PLN 109

thousand and there was a provision established for the balance of the amount of PLN 86 thousand.

Remuneration of the entity authorised to audit financial statements paid or

due for:

period

ended

31/12/2015

period ended

31/12/2014

Statutory audit of the annual financial statements 151 151

Other certification services, including the review of financial statements 89 89

Other services 11 19

PLN 251 259


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33. LITIGATION UNDERWAY

a. proceedings regarding liabilities or receivables of the Company or its subsidiary the value of which is at least

10% of the Company’s equities

Not pending

b. two or more proceedings concerning liabilities or claims whose total value accounts for at least 10% of the

Company’s equities

Not pending.

Impexmetal S.A.

Conclusion of settlement with MTMG - Morski Terminal Masowy Gdynia Sp. z o.o.

On 15 April 2015 Impexmetal S.A. concluded settlement with Morski Terminal Masowy Gdynia Sp. z o.o.

regarding claims arising from the contract of aluminium oxide transhipment of 2 January 2007.

Hutmen S.A.

On 9 January 2015 the Management Board of Hutmen S.A. received a copy of a suit from the Regional Court in

Warsaw, 20th Commercial Department, filed by one of the shareholders for the annulment (or, potentially,

cancellation) of Resolution no. 5 of the Extraordinary Meeting of Hutmen S.A. of 31 October 2014 and regarding

hedging the claim of annulment or potential cancellation of the above resolution. The value of the subject of

litigation is PLN 212 187 000.00. Parties to the proceedings: Hutmen S.A. and a natural person that is a

shareholder of the Company. According to the Company, the lawsuit is unjustified, Hutmen S.A. demands full

dismissal of the lawsuit.

On 4 February 2015 the Management Board of Hutmen S.A. received a copy of a suit from the Regional Court in

Warsaw, 20th Commercial Department, filed by four of the shareholders for the annulment (or, potentially,

cancellation) of Resolution no. 5 of the Extraordinary Meeting of Hutmen S.A. of 31 October 2014. The value of

the dispute amounts to PLN 212 187 000.00. Parties to the proceedings: Hutmen S.A. and a natural persons that

are shareholders of the Company. According to the Company, the lawsuit is unjustified, Hutmen S.A. demands

full dismissal of the lawsuit.

On 29 October 2015 Hutmen S.A. held the Extraordinary General Assembly that adopted a resolution on

revocation of Resolution no. 5 of the Extraordinary General Assembly of Hutmen S.A. of 31 October 2014 on

revocation of dematerialisation of shares of Hutmen S.A. and their withdrawal from trade on the regulated market

conducted by the Warsaw Stock Exchange.

On 19 January 2015 the Regional Court in Warsaw returned verdict in the case brought by the shareholders of

the Company for annulment / cancellation of Resolution no. 5 of the Extraordinary General Meeting of Hutmen

S.A. of 31 October 2014. In its judgement, the Court dismissed the lawsuit in full. (the information was provided in

the current report of Hutmen S.A. no. 52/2015).

In connection with adoption by NWZ Hutmen S.A. of resolution no. 3 on 29 October 2015 on Revocation of

resolution no. 5 of NWZ Hutmen S.A. of 31 October 2014, on 3 November 2015 the Management Board of

Hutmen S.A. submitted to the Polish Financial Supervision Authority a letter on withdrawal of the motion filed on

15 January 2015 for award of permission to convert the shares back to a document form (re-materialisation of

shares). On 16 December 2015 the Company received the decision of the Polish Financial Supervision Authority

on dismissal of the administrative proceedings regarding award of permission for re-materialisation of the shares

of Hutmen S.A. (the information was provided in the then current report of Hutmen S.A. no. 60-2015).

HMN Szopienice S.A. w likwidacji

The case of HMN Szopienice S.A. w likwidacji against the State Treasury - the Minister of Treasury, to determine

the non-existence of Treasury’s claim of PLN 10 342.9 thousand as the refund of aid provided to the Company

according to the agreement of 6 March 2003 and later amended by the Annex no. 1 of 28 December 2005 was

discussed in earlier published reports (most recent detailed information on the case was included in the report for

Q1 on 13 May 2015).


58

In line with the above, on 31 December 2015 the Company shows in its financial statement the obligation to the

State Treasury to refund PLN 26 082 thousand (comprising of: the sum of the main obligation which amounts to

PLN 10 343 thousand and the interest on the above sum which amounts to PLN 15 739 thousand).

34. CORPORATE GOVERNANCE PRINCIPLES STATEMENT

The Management Board of Impexmetal S.A., pursuant to § 91 section 5 point 4 of the Regulation of the Minister of

Finance of 19 February 2009 on current and interim information to be submitted by issuers of securities and

conditions for considering as equivalent information required under the law of a non-member state, hereby

presents this report on application of corporate governance by Impexmetal S.A. in 2015.

The corporate governance rules which apply to Impexmetal S.A., where these rules are available, the

extent of the company’s departure from the set of corporate governance rules and the reasons for this.

The Management Board of Impexmetal S.A. hereby declares that, as a Company noted on the Warsaw Stock

Exchange, it is subject to, pursuant to § 29 of the Stock Exchange Regulations, the set of rules of the corporate

governance included in the document “Good Practices of Companies Noted on WSE”, adopted by the Board of

WSE on 4 July 2007.

On 31 August 2011 and 19 October 2011, the WSE Board adopted resolutions regarding Good Practices of

Companies Noted on WSE. The changes entered into force on 1 January 2012. On 21 November 2012, the WSE

Board adopted resolutions regarding amendment of Good Practices of Companies Noted on WSE that entered

into force on 1 January 2013.

The collection of corporate governance principles is available on the website devoted to corporate governance on

the Warsaw Stock Exchange: www.corp‐gov.gpw.pl

The Company is making every effort to follow the corporate governance principles in all aspects of its activity.

Moreover, in order to pursue an clear and efficient information policy, it ensures its shareholders, analysts and

investors s fast and secure access to information, utilising both the traditional as well as modern technologies for

publishing information on the Company to the widest possible extent.

In 2015, the Company complied with the general corporate governance standards included in the “Code of Best

Practice of WSE Listed Companies”, except for the following:

Recommendation No. I.5

The Company does not have a remuneration policy. The rules of remunerating Supervisory Board Members are

defined by the General Meeting and remuneration of the Management Board is set by the Supervisory Board.

Remuneration of the Management Board is linked to the financial results the Company achieves.

The Company publishes annually information in a report on the remuneration of managerial and supervisory

personnel in accordance with §91 section 6 point 17 of the Ordinance of the Minister of Finance on on-going and

periodic information of 19 February 2009.


The Company does not apply the rule of a balance in proportion of females and males in the Management Board

and Supervisory Board. Management Board and Supervisory Board members are appointed by the Supervisory

Board

and General Meeting respectively, on the basis of candidates qualifications.


The Company did not adopt this recommendation in 2015. Some of the risks involved in the implementation of

this recommendation at present are quality of transfer, delay in the data transfer etc and also it would undermine

the effectiveness of the Resolutions adopted by the General Meeting. The Company does not rule out the

possibility of implementing this rule in the “Best Practices of WSE Listed Companies” in the future.

Principle no. II. 1. 9a)

The Company does not record its general meetings. The company publishes information under applicable law

on convening of the general meeting, including the agenda and draft resolutions, and immediately after the

general meeting, it informs on the content of the resolutions adopted, together with information on the results of

http://www.corp‐gov.gpw.pl/


59

the votes on resolutions, as well as information on withdrawal from discussion of any items on the agenda as well

as information on objections raised to the minutes, if such situations occur.

The Management Board believes that publishing current reports and the information on the General Meeting of

Shareholders on the Company's website guarantees shareholders their rights.

Principle no. III.6

According to the governing law, the members of the Supervisory Board are appointed in a sovereign manner by

the General Assembly. The Company has no impact on the decisions of the shareholders and is unable to ensure

that they will appoint at least two independent members of the Supervisory Board. Limitation of the shareholders’

freedom of choice of the members of the supervisory Board is not justified according to the Company

Principle no. III.8

Due to the fact that the Supervisory Board is composed of five persons, there are no separate committees

appointed within the framework of the Board. The tasks of the committees, referred to in Appendix no, I to the

European Commission Recommendation (...), are performed directly by the Supervisory Board.

Principle no. IV. 10

The Company's Articles of Association do not contain provisions allowing participation in the general meeting

using communication means, in accordance with the provisions of the Commercial Companies Code and the

Regulations of the General Meeting of the Company does not provide for the exercise of voting rights at the

general meeting by correspondence or by means of electronic communication, of which the Company informs in

each notice on convocation of a general meeting.

The Company has procedures for documenting general meetings and information policy to ensure that all

Shareholders are able to exercise their rights. The Company does not rule out application of the above mentioned

principles in the future.

II. THE MAIN CHARACTERISTICS OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS

APPLIED IN THE ISSUER’S ENTERPRISE IN RELATION TO THE PROCEDURE OF COMPILING FINANCIAL

REPORTS AND CONSOLIDATED FINANCIAL REPORTS

The data for financial statements are generated from the computer accounting record system functioning in the

Company in which all economic events are booked. Only authorised persons have access to the system. The

system has password security and functional access limitation.

WITHIN THE SCOPE OF INTERNAL CONTROL AND RISK MANAGEMENT IN RELATION TO THE PROCESS

OF PREPARATION OF FINNACIAL STATEMENTS, IMPEXMETAL S.A. INTRODUCED THE FOLLOWING

PROCEDURES:

Procedure for compiling and publication of consolidated quarterly reports,

Procedure for compiling and publishing six-monthly reports,

Procedure for compiling and publishing annual reports,

THE ABOVE PROCEDURES DETERMINE THE SCOPE OF TASKS AND RESPONSIBILITIES OF THE

PARTICULAR DEPARTMENTS/PERSONS WITHIN THE SCOPE OF PREPARATION OF PERIODICAL

REPORTS, ENSURING THEIR QUALITY AND CORRECTNESS AS WELL AS PUBLICATION.

All persons participating in preparation of periodical reports are entered in the list of access to confidential

information drafted in relation to each periodical report separately, and they are obliged to keep the information

possessed in connection with preparation of statements confidential until they are published, according to the

“Regulations of access, circulation and protection of confidential information in Impexmetal S.A.” governing in the

Company.

The Presidents of subsidiaries and jointly controlled companies of Impexmetal S.A. as well as Department/Plant

Managing Directors are responsible for appointment of persons responsible (plenipotentiaries) for providing

information necessary to draw up consolidated reports in a timely and reliable manner.

The schedule of preparation of financial statements is each and every time defined in a separate document

drafted by the Accounting Department that prepares the financial statements.

Responsibility for preparation of financial statements and formal verification of the same lies with the Chief

Accountant.


60

The responsibility for approval of periodical reports, signing declarations for annual and semi-annual reports

regarding conformity of the financial statements and declarations related to selection of the entity authorised to

audit financial statements lies with the Management Board of Impexmetal S.A.

The annual financial statements are subject to audit by a certified auditor. The certified auditor reviews also the

semi-annual financial statements of the Company.

The Company tracks changes in laws and external regulations related to the reporting requirements for

companies on an on-going basis and updates the accountancy rules based on which it prepares financial

statements.

III. Shareholders who, directly or indirectly, hold substantial packets of shares with indication of the

number of shares held by such parties, their percentage share in the share capital, the number of votes

resulting from the shares and their percentage share in the overall number of votes at the general

meeting.

As at 31 December 2015, the shareholders holding share packets exceeding 5% of the share capital and total

number of votes at the GA of Impexmetal S.A. were: Boryszew Group and ING Powszechne Towarzystwo

Emerytalne S.A.

The shareholding structure as at 31 December 2015 is presented in the table below:

shareholders number of

shares

share in the

initial capital

number of

votes

share in total

votes

Roman Karkosik with subsidiaries

(including Boryszew S.A. and subsidiaries of

Boryszew S.A.*

113 853 821 56.93% 113 853 821 56.93%

including Impexmetal SA(**) 7.210.000 3.60% 7.210.000 3.60%

ING Powszechne Towarzystwo Emerytalne S.A. 16 105 263 8.05% 16 105 263 8.05%

Other shareholders 70 040 916 35.02% 70 040 916 35.02%

All shares/votes 200 000 000 100.00% 200 000 000 100.00%

(*) Boryszew S.A., with subsidiaries, according to the notice of 10 December 2015, holds 113 000 000 pcs. of shares of

Impexmetal S.A., accounting for 56.50% share in the share capital and entitling to 56.50% of votes at the General Meeting,

(**) 7 210 000 own shares of Impexmetal S.A. purchased within the scope of the own share buy-back programme. Impexmetal

S.A. does not exercise the right of vote from its own shares at the General Meeting.

The Company holds no preferred shares. Each share carries one vote at the Company’s General Meeting.

The shareholding structure as at 21 March 2016 is presented in the table below:


shares

share in the

initial capital

number of

votes

share in total

votes

Roman Karkosik with subsidiaries

including Boryszew S.A. and subsidiaries of

Boryszew S.A.*

114 390 000 57.20% 114 390 000 57.20%

including Impexmetal SA(**) 7.210.000 3.60% 7.210.000 3.60%

ING Powszechne Towarzystwo Emerytalne S.A. 16 105 263 8.05% 16 105 263 8.05%

Other shareholders 69 504 737 34.75% 69 504 737 34.75%

All shares/votes 200 000 000 100.00% 200 000 000 100.00%

(*) Boryszew S.A., with subsidiaries, according to the notice of 11 January 2016, holds 114 330 000 pcs. of shares of

Impexmetal S.A., accounting for 57.17% share in the share capital and entitling to 57.17% of votes at the General Meeting,

(**) Shares acquired within the scope of the own share purchase programme. Impexmetal S.A. does not exercise the right of

vote from its own shares at the General Meeting.


61

CHANGE IN SHAREHOLDING IN 2015:


shares 31/12/2015

number of shares

31/12/2014

Change number of

shares

Roman Karkosik with subsidiaries including Boryszew S.A. and subsidiaries

113 853 821 106 262 694 7 590 857

including Impexmetal S.A. 7 210 000 7 210 000 -

ING Powszechne Towarzystwo Emerytalne S.A. 16 105 263 16 105 263 -

Other shareholders 70 040 916 77 631 773 (7 590 857)

All shares 200 000 000 200 000 000 -

The Company holds no preferred shares. Each share carries one vote at the Company’s General Meeting.

IV. Indication of holders of all and any securities that entitle to control rights, along with description of

the said rights

The Company did not issue any securities that would confer any special controlling rights on any of its

shareholders. All shares are equal, each share entitles to one vote at the General Meeting.

V. Indication of all and any restrictions regarding exercise of voting rights such as restrictions on

exercise of voting rights by holders of any particular part or number of votes, timing restrictions

regarding exercise of the voting rights or provisions under which, with the Company’s co-operation,

equity rights attached to securities are separated from the holding of securities.

There are no restrictions in the Company regarding exercise of voting rights such as restrictions on exercise of

voting rights by holders of any particular part or number of votes, timing restrictions regarding exercise of the

voting rights or provisions under which, with the Company’s co-operation, equity rights attached to securities are

separated from the holding of securities.

VI Specification of all and any limitations regarding transfer of proprietary rights to securities of the

issuer

No limitations exist on the transfer of proprietary rights to securities issued by Company.

VII Description of principles of appointment and dismissal of members of the Management Board and

their powers, especially the right to make the decision on issue or buy-back of shares

The Management Board is a statutory body of Impexmetal S.A.; it operates under the provisions of the Code of

Commercial Companies, Company’s Articles of Association and Regulations of the Management Board of

Impexmetal S.A.

The Company’s Management Board can be composed of one or more members. The number of members of the

Management Board is determined by the Supervisory Board.

The President of the Management Board is appointed and dismissed by the Supervisory Board. The Supervisory

Board appoints and dismisses other Members of the Management Board upon the request of the President of the

Management Board or under own initiative.

The term of office of the Management Board is three years and is common for all members of the Management

Board. The Mandate of a member of the Management Board expires on the date of the General Meeting which

approves the financial statements for the last full financial year of their service as member of the Management

Board.

The decision on the issue or buy-back of shares, according to the Company’s Articles of Association, is made by

the General Assembly.

VIII. Description of the principles of amendment of the memorandum or articles of association of the

issuer’s company

Amendments of the Company’s Articles of Association are introduced by the General Assembly of Impexmetal

S.A.

The resolution drafts prepared by the Management Board of the Company for the General Assembly that regard

amendments to the Company’s Articles of Association contain the currently governing provisions of the Articles of

Association and content of the proposed amendments. The resolutions of the General Assembly on amendments

in the Company’s Articles of Association are adopted by way of majority of three-fourth of votes cast. An

amendment to the Articles of Association becomes effective upon its entry in the National Court Register. Upon


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registration of the amendment in the National Court Register, the Company’s Supervisory Board approves the

consolidated text of the Articles of Association.

IX. Modus operandi of the general assembly and its principal powers as well as description of the

shareholders’ rights and method of their exercising, in particular, the principles arising from the

regulations of the general assembly, if adopted, unless the information within this scope arises directly

from the provisions of the law

Convention, preparation and holding of the General Assembly takes place in the mode and under the principles

provided for in the Code of Commercial Companies, Company’s Articles of Association as well as Regulations of

the General Assembly.

The General Assemblies are held at the registered office of the Company in Warsaw, at hours allowing the

shareholders to participate in them.

Pursuant to the Company’s Articles of Association, the powers of the General Assembly include:

consideration and approval of the Management Board’s report on operation and financial statements for the

previous year as well as acknowledgement of fulfilment of duties by the members of the Company’s bodies,

distribution of profit or coverage of loss, including determination of the amount allocated for dividends,

verification and approval of the financial statements of the capital group,

change of the Company’s object of operation,

amendment of the Company’s Articles of Association.

increase or decrease of the share capital,

redemption of shares

merger, division and transformation of the Company,

dissolution and liquidation of the Company,

issue of convertible bonds with pre-emptive right to take hold of shares and issue of subscription warrants

referred to in Art. 453 § 2 of the Code of Commercial Companies

disposal or lease-out of the enterprise or of an organized part of the same, and establishing a limited right in

rem on the same,

purchase of own shares in the case provided for in Art. 362 § 1 point 2 of the Code of Commercial

Companies and authorisation to purchase them in the case provided for in Art. 362 § 1 point 8 of the Code

of Commercial Companies

all and any decisions concerning claims to remedy a loss inflicted upon incorporation of the Company or

upon exercising management or supervision of the same.

conclusion of the contract referred to in Art. 7 of the Code of Commercial Companies.

The Management Board makes all effort so that the General Assemblies convened upon request of the

shareholders were held on the dates specified in the request.

The request to convene the General Assembly and to enter certain matters in the agenda, made by the entitled

entities, must be justified.

As per the practice adopted by the Company, all relevant materials for the General Assembly are made available

to the shareholders in accordance with the applicable provisions of the Code of Commercial Companies and of

the Regulation of the Minister of Finance on current and periodical information to be provided by issuers of

securities.

The Chairman of the General Assembly supervises proper and efficient course of the meeting. They also ensure

that rights and interests of all Shareholders are respected.

A shareholder can participate in the General Assembly and exercise the right to vote in person or by proxy.

Each person entitled to participate in the General Assembly has the right to submit motions. The person entitled

to participate in the General Assembly has, at any point of the daily agenda, right to one speech not exceeding 5

minutes and to one reply not exceeding 3 minutes.

The General Assembly can demand a recess in the meeting with majority of 2/3 votes. The recesses cannot

collectively exceed thirty days.

The General Assembly is valid regardless of the number of shares represented at it.

Each share entitles the shareholder to one vote at the General Assembly.

The General Assembly is each time participated by the Members of the Supervisory Board and Management

Board of the Company, and in the event they cannot attend the General Assembly, they present a written

explanation. This explanation is presented at the General Assembly.


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If financial matters are to be a subject of the meeting, a certified auditor participates in the General Assembly. The

Members of the Management Board and Supervisory Board as well as the certified auditor - should such a need

arise, that are present at the General Assemblies, provide the participants of the assembly with explanations and

information regarding the Company, within the limits of their competences and within the scope necessary to

settle the discussed matters.

The Company’s bodies do not limit the information the General Assembly, in particular, requests, but they also

observe the laws governing in public companies.

All matters raised at the General Meeting are first presented to the Supervisory Board for consideration.

The General Assembly makes decisions in the form of resolutions adopted by way of voting. Voting on procedural

matters regard only issues connected with holding the meeting of the Assembly. The resolutions are adopted with

absolute majority of votes cast, unless the provisions of the Code of Commercial Companies or the Company’s

Articles of Association provide for other conditions for adoption of resolutions on particular matters.

The requirement to obtain the absolute majority of votes is met if more than a half of valid votes were cast for

adoption of the given resolution.

The course of the General Assembly is entered in the minutes by a notary public.

The Regulations of the General Assembly are available on the Company’s website on: www.impexmetal.com.pl

The Regulations of the General Assembly governing in the Company includes, inter alia, provisions regarding

appointments, including appointment of the Supervisory Board by way of voting in separate groups. There are

always justifications provided for the candidates for members of the Supervisory Board presented to the General

Assembly. The provided materials are enclosed with a CV of the candidate.

In 2015 the Company applied the general principle of no appeal or change of already announced dates of general

assemblies.

In 2015 the Company did not use the possibility to transmit the meeting of the General Assembly via the Internet.

On the website: www.impexmetal.com.pl all corporate documents of the Company and current and periodic

information can be found.

The Company also runs its website in English.

Signatures of persons representing the Company and approving these financial statements for publication:

Małgorzata Iwanejko President of the Management Board

Jan Woźniak Member of the Management Board



BUSINESS REPORT FOR 2015 - aluminium-konin.com.pl GK -Sprawo… · 1 IMPEXMETAL GROUP BUSINESS...

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Transcript of BUSINESS REPORT FOR 2015 - aluminium-konin.com.pl GK -Sprawo… · 1 IMPEXMETAL GROUP BUSINESS...