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RS-2014Annual Consolidated Financial Statements 1

Cons

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RS-2

014Name of entity:

Capital Group Apator Page1

Period covered by these financial statements: 01.01.2014 – 31.12.2014 Reporting currency: Polish Zloty (PLN)

Rounding: All amounts are quoted in thousands of Polish Zloty (unless stated otherwise)


Contents1. General Information..................................................................................................................................................41.1. About Capital Group...................................................................................................................................................41.2. About the Parent Entity..............................................................................................................................................41.3. Subject of business activity of the parent entity and the capital group......................................................................41.4. Composition of the Capital Group..............................................................................................................................41.5. Composition of the Management Board and Supervision Board................................................................................82. Information on the base for the financial statement, reporting currency and applied rounding..............................92.1. Base for preparing financial statements.....................................................................................................................92.2. Principles of the adopted International Financial Reporting Standards......................................................................9

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As of the date of these consolidated financial statements, there are standards and interpretations, which have been endorsed by the European Union, but have not been effective yet:..............................................................10

2.3. Reporting currency and applied rounding................................................................................................................102.4. Duration of the Group’s business.............................................................................................................................102.5. Approval of the financial statements........................................................................................................................113. Consolidated financial statements of the Capital Group Apator.............................................................................123.1. Consolidated statement of financial condition.........................................................................................................123.2. Consolidated statement of profit and loss and other comprehensive income.........................................................143.3. Consolidated statement of changes in equity...........................................................................................................163.4. Consolidated statement of cash flows......................................................................................................................18

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4. Applied accounting principles.................................................................................................................................204.1. Basis of preparation (general principles)..................................................................................................................204.2. Consolidation............................................................................................................................................................204.2.1. Consolidation principles.........................................................................................................................................204.2.2. Investments in jointly controlled entities..............................................................................................................214.2.3. Goodwill.................................................................................................................................................................214.3. Detailed principles for assets and liabilities measurement applied in the capital group..........................................214.3.1. Intangible assets....................................................................................................................................................214.3.2. Property, Plant and Equipment..............................................................................................................................224.3.3. Leases....................................................................................................................................................................23

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4.3.4. Investment properties...........................................................................................................................................234.3.5. Non-current assets and net assets groups held for sale........................................................................................234.3.6. Inventories.............................................................................................................................................................244.3.7. Borrowing Costs.....................................................................................................................................................244.3.8. Government grants................................................................................................................................................244.3.9. Financial instruments.............................................................................................................................................244.3.10. Provisions.............................................................................................................................................................274.3.11. Employee benefits...............................................................................................................................................274.3.12. Revenues.............................................................................................................................................................284.3.13. Transactions in foreign currencies.......................................................................................................................29

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4.3.14. Taxes....................................................................................................................................................................294.3.15. Zone rebate for the business activity in the Special Economic Zone....................................................................304.3.16. Equity...................................................................................................................................................................305. Reporting the activity segments..............................................................................................................................316. Basic accounting judgments and bases for uncertainty estimating.........................................................................317. Information on seasonality of the business activity................................................................................................328. Notes to the consolidated financial statements......................................................................................................338.1. Operating Segments.................................................................................................................................................338.2. Geographical data.....................................................................................................................................................348.3. Intangible assets.......................................................................................................................................................35

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8.4. Goodwill....................................................................................................................................................................368.5. Property, Plant and Equipment.................................................................................................................................378.6. Investment properties..............................................................................................................................................408.7. Investments in jointly controlled entities.................................................................................................................418.8. Other financial assets...............................................................................................................................................428.9. Inventories................................................................................................................................................................438.10. Trade receivables and other receivables................................................................................................................448.11. Loans granted.........................................................................................................................................................458.12. Cash and cash equivalents......................................................................................................................................458.13. Deferral accounts....................................................................................................................................................46

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8.14. Non-current assets held for sale.............................................................................................................................468.15. Share capital...........................................................................................................................................................488.16. Other capitals.........................................................................................................................................................488.17. Non-Controlling Interest.........................................................................................................................................498.18. Borrowings..............................................................................................................................................................508.19. Provisions and liabilities due to employee benefits................................................................................................568.20. Liabilities.................................................................................................................................................................598.21. Income tax..............................................................................................................................................................608.22. Prime costs.............................................................................................................................................................638.23. Other operating income and costs..........................................................................................................................64

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8.24. Financial income and costs.....................................................................................................................................658.25. Explanations to the statement of cash flows..........................................................................................................658.26. Long-term contracts...............................................................................................................................................698.27. Financial lease.........................................................................................................................................................708.28. Future payments due to the operating lease liabilities not recognized in the statement of financial position...........

708.29. Financial instruments..............................................................................................................................................718.30. Financial derivatives, hedge accounting.................................................................................................................748.31. Goals and policy of the financial risk management.................................................................................................768.32. Acquisition of a subsidiary......................................................................................................................................81

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8.33. Information on related entities...............................................................................................................................848.34. Contingent items and other items not recognized in the statement of financial position......................................868.35. Employment structure............................................................................................................................................888.36. Remuneration for the entity authorized to audit financial statements..................................................................888.37. Subsidies.................................................................................................................................................................888.38. Adjustment of the comparative data......................................................................................................................888.39. Events after the end of reporting period................................................................................................................899. Signatures...............................................................................................................................................................90

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1. General Information

1.1. About Capital GroupThe Capital Group Apator is composed of the parent entity Apator SA and its subsidiaries.

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1.2. About the Parent EntityThe Parent Entity Apator Spółka Akcyjna seated in Toruń (ul.(Gdańska 4a, room C4) was established by the employees of liquidated public enterprise acting under the name Pomorskie Zakłady Aparatury Elektrycznej Apator in Toruń.The registration in the District Court in Toruń, 5th Commercial Division was made on January 14, 1993 under the number, RHB 1364.On October 24, 2001 the entry into the Entrepreneurs Register of the District Court in Toruń, 7th Commercial Division of the National Court Register with the number 0000056456 was made.The parent entity conducts its activity in the territory of Poland in compliance with the provisions of the Code of Commercial Companies.

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1.3. Subject of business activity of the parent entity and the capital group

Pursuant to the Articles of Association of the parent entity the basic scope of business activity includes manufacturing and services in the field of the switchgear and control instruments for electric energy and sales of measurement instruments and systems.The shares of APATOR S.A. are listed in the principal market- pursuant to the classification of WSE “Electric Machinery Industry”.

Entities belonging to the Capital Group are mainly focused on producing and selling measuring instruments and equipment, control and measuring equipment, switchgear and control gear, SCADA class IT systems and cooperating telemetry equipment, securities and other network equipment for distributed systems ensuring

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the remote control and monitoring of power grids for the full range of voltage and data reading and transmitting equipment.

1.4. Composition of the Capital GroupIn 2014 the Capital Group Apator (“Apator Group”) included the company Apator SA and the following subsidiaries:

Apator Control Sp. z o.o.(Toruń) – subsidiary of Apator S.A. Apator Mining Sp. z o.o.(Katowice) – subsidiary of Apator S.A. FAP Pafal S.A.(Świdnica) – subsidiary of Apator S.A.

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Apator Metrix S.A.(Tczew) – subsidiary of Apator S.A. Apator GmbH (Berlin, Germany)– subsidiary of Apator S.A. Apator Rector Sp. z o.o.,(Zielona Góra) - subsidiary of Apator S.A. Apator Powogaz S.A.(Poznań) – subsidiary of Apator S.A. Apator Telemetria Sp. z o.o.(Słupsk) – subsidiary of Apator Powogaz S.A. Apator – Metroteks TOV (Kiev, Ukraine) – subsidiary of Apator Powogaz S.A. APATOR METRA S.R.O.(Sumperk, Czech Republic) – subsidiary of Apator Powogaz S.A. Apator Elkomtech S.A.(Łódź) - from April 1, 2004, subsidiary of Apator S.A.

Grupa Apator held interest in the following entities under joint-control:

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OOO Apator Elektro (Moscow, Russia) - jointly controlled entity of Apator S.A. ZAOTeplovodomer (Mytishchi, Russia) – jointly controlled entity of Apator Powogaz S.A. George Wilson Industries Ltd.(Coventry, Great Britain) – jointly controlled entity of Apator Metrix S.A.

(from February 26, 2015 subsidiary of Apator Metrix S.A.) Inda d.o.o.(Slovenia) - a jointly controlled entity of George Wilson Industries Ltd.

Changes in the Capital Group in 2014

On January 31, 2014 the notarial deed was signed, which increases the share capital of Apator GmbH (Berlin) from EUR 50 k to EUR 70 k. Shares in Apator GmbH were included to the write-down (to the share capital before increase).

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On February 18, 2014, as a result of investment agreement concluded in 2010, the offer for acquisition of 30% in Apator Rector Sp. z o.o. was accepted. On June 30, 2014 the agreement on acquisition of 30% shares of Apator Rector Sp. z o.o. at the price PLN 17 893 725.00 k was concluded.In this transaction Apator SA acquired 300 shares with the nominal value PLN 1 000.00 per share from two natural persons.The transfer of the ownership was made on July 1, 2014, i.e. on the payment date.Upon the transfer of the shares’ ownership, Apator S.A holds 100% of the share capital and 100% of votes in Apator Rector Sp. z o.o.

On April 1, 2014 the agreement on acquisition of 14 005 shares of Elkomtech S.A. was concluded.The purchase price amounted to PLN 98 411 970.70 i.e.7 026.92 PLN per one share.The total nominal value of shares is PLN 700 250.00 and constitutes 100% of share in the share capital of the acquired company and 100% in the total number of votes at the General Meeting.

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Entities belonging to the Capital Group covered by the consolidation

Company Registered office Basic subject of business activity Competent Court/

Registering Body:Share in capital

Method of consolidation Remarks

APATOR MINING Katowice Production of switchgear and control equipment for District Court in Katowice, 8th Commercial 100.00% Full Subsidiary

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Sp. z o.o.electric energy, electric equipment, crane equipment, pumps and compressors and related services

Division of the National Court Register; KRS 0000047770

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APATOR CONTROLSp. z o.o. Toruń

Production of switchgear and control equipment, electric equipment and related services as well as R&D works in technical sciences

District Court in Toruń, 7th Commercial Division of the National Court Register, KRS 0000016020

100.00% Full Subsidiary

APATOR Tczew Production of measuring, control, navigation and District Court in Gdańsk, 9th Commercial 100.00% Full Subsidiary

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METRIX S.A. other instruments and tools Division of the National Court Register, KRS 0000046259

FAP „PAFAL” S.A. Świdnica Production of electric and electronic control and measuring equipment, trade activity, services

District Court for Wrocław-Fabryczna in Wrocław, 9th Commercial Division of the National Court Register; KRS 0000057162


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APATOR RECTOR Sp. z o.o.

Zielona Góra

IT, editing, printing and reproduction of recorded information carriers

District Court in Zielona Góra, 7th Commercial Division of the National Court Register


APATOR POWOGAZ S.A., Poznań Production of measuring, control, navigation and

other instruments and toolsDistrict Court Poznań - Nowe Miasto and Wilda in Poznań, 8th Commercial Division 100.00% Full Subsidiary

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of the National Court Register KRS 0000028129

Apator Elkomtech S.A. Łódź

Production of IT systems of SCADA class and cooperating telemetry equipment, securities and other network equipment for distributed systems

The District Court for Łodź – Śródmieście in Łodź, X20th Commercial Division of the National Court Register; KRS 0000009308


Name of entity:






APATOR GmbH Berlin Sale of measuring systems, prepayment electric energy meters and gas meters

HRB 123670BCharlottenburg 100.00% Full Subsidiary

APATOR TELEMETRIA Słupsk Production of data reading and transmitting devices,

production of system IT applicationDistrict Court Gdańsk- Północ in Gdańsk, 8th Commercial Division of the National 61.60% Full Indirect subsidiary

Indirect share

Name of entity:






Sp. z o.o. Court Register, KRS 0000290726

APATOR METROTEKS TOV

KievUkraine Distribution of water and heat meters 61.00% Full Indirect subsidiary

Indirect share

Name of entity:






APATOR METRA S.R.O.

SumperkCzech Republic

Production of costs distribution systems, thermometers and thermostats 100.00% Full Indirect subsidiary

Indirect share

Name of entity:


RS-2014Annual Consolidated Financial Statements 28Consolidated entities under the joint control:




OOO APATOR ELEKTRO

MoscowRussia Sale of electric and electronic equipment 50.00% Using equity

method Jointly controlled

Name of entity:






ZAO „Teplovodomer”

MytishchiRussia

Production and sale of water and heat meters and their legalization and service 50.00% Using equity

method

Indirectly jointly controlled

Indirect share

GEORGE WILSON INDUSTRIES Ltd

CoventryGREAT

Production and sale of household and industrial gas meters; smart metering for gas measurement

50.00% Using equity method

Indirectly jointly controlled

Name of entity:






BRITAIN Indirect share

Name of entity:



1.5. Composition of the Management Board and Supervision Board

Management Board

Andrzej Szostak- President of the Management Board Tomasz Habryka- Member of the Management Board Jerzy Kuś - Member of the Management Board, Piotr Nowak- Member of the Management Board (from July 1, 2014)

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After the end of the reporting period, i.e. on February 1, 2015, Mr Tomasz Habryka held a position of the President of the Management Board of Elkomtech S.A.In connection with the above, upon the transfer of business responsibilities, on March 30, 2015 he resigned from the position of the Member of the Management Board of Apator S.A. as of March 31, 2015.

Supervisory Board

Janusz Niedźwiecki- Chairman of the Supervisory Board Mariusz Lewicki- Deputy Chairman of the Supervisory Board Janusz Marzygliński- Member of the Supervisory Board

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Danuta Guzowska- Member of the Supervisory Board Krzysztof Kwiatkowski- Member of the Supervisory Board Marcin Murawski - Member of the Supervisory Board

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2. Information on the base for the financial statement, reporting currency and applied rounding

2.1. Base for preparing financial statementsThe presented consolidated financial statements of the Capital Group APATOR as of the day and the period ending on December 31, 2014 were prepared pursuant to the International Accounting Standards (IAS) and the International

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Financial Reporting Standards (IFRS) and the related interpretations announced in a form of the regulations of the European Commission.

The annual financial statements of the Capital Group APATOR cover the year 2014 and include the comparative data for 2013.

2.2. Principles of the adopted International Financial Reporting Standards

FIRST TIME ADOPTED STANDARDS

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The following standards, amendments to the applicable standards and interpretations (endorsed or to be endorsed by the European Union) are effective as of December 31, 2014:

IFRS 10 Consolidated Financial Statement IFRS 11 Joint arrangements IFRS 12 Disclosure of Interests in Other Entities Amendments to IAS 27 “Consolidated and individual financial statements” Amendments to IAS Investments in affiliates and joint ventures; Amendments to IFRS 32 Financial Instruments: Offsetting of Assets and Liabilities; - Amendments to IFRS 10, IFRS 11 and IFRS 12:Consolidated Financial Statements, Joint Arrangements, and

Disclosure of Interests in Other Entities;Name of entity:





Amendments to IAS 36 Impairment of assets Amendments to IAS 39 Financial instruments: recognition and measurement.

An adoption of the aforementioned standards and interpretations has not caused any significant changes in the accounting policy of the Group and in the presentation of the data in the financial statements.

STANDARDS AND INTERPRETATION TO BE ENDORSED BY THE EUROPEAN UNION

As of the date of publication of this report, the following standards and interpretations are waiting for being endorsed by the European Union:

IFRS 14 Joint Arrangements- effective for annual periods beginning on or after January 1, 2016;

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Amendments to IFRS 11 Joint Arrangements - effective for annual periods beginning on or after January 1, 2016; Amendments to IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets- effective for annual periods

beginning on or after January 1, 2016. Amendments to IAS 16 Property, Plant and Equipment and IAS 41 Agriculture- effective for annual periods

beginning on or after January 1, 2016. Amendments to IAS 27 Separate financial statements- effective for annual periods beginning on or after January

1, 2016; Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint-

Ventures – effective for annual periods beginning on or after January 1, 2016;

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Amendments to IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosure of Interests in Other Entities and IAS 12 Investments in Associates and Joint-Ventures – effective for annual periods beginning on or after January 1, 2016;

Amendments to IAS 1 Presentation of the Financial Statements - are effective for annual periods beginning on or after January 1, 2016;

Annual Improvements 2012-2014 - are effective for annual periods beginning on or after January 1, 2016; IFRS 15 Revenue from contracts with clients- effective for annual periods beginning on or after January

1, 2017; IFRS 9 Financial instruments - effective for annual periods beginning on or after January 1,

2018;

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STANDARDS AND INTERPRETATIONS NOT APPLIED IN THESE FINANCIAL STATEMENTS

As of the date of these consolidated financial statements, there are standards and interpretations, which have been endorsed by the European Union, but have not been effective yet:

Annual Improvements 2011-2013 - are effective for annual periods beginning on or after January 1, 2015; IFRIC 21 - Levies - effective for annual periods beginning on or after June 17, 2014; Amendments to IAS 19 Defined Benefits Plans:Employee benefits- effective for annual periods beginning on or

after February 1, 2015; Annual Improvements 2010-2012 - are effective for annual periods beginning on or after January 1, 2015;

The aforementioned changes will not have the material effect on the consolidated financial statements.Name of entity:





2.3. Reporting currency and applied roundingThe reporting currency for these consolidated financial statements is Polish zloty, and all amounts are presented in thousands of Polish zlotys (unless it is stated otherwise).

The functional currency of the foreign subsidiary Apator GmbH is EUR and the functional currency of the subsidiary Apator Metra is Czech corona (CZ) and the functional currency of foreign entity Apator Metroteks is Ukrainian hryvnia (UAH).As of the end of the period, the assets and liabilities of these foreign entities are translated into the presentation currency of the Group at the exchange rate applicable as of the end of the period and their statements of comprehensive income are translated pursuant to the average weighted exchange rate for the relevant fiscal year.The

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exchange differences arisen as a result of such translation are recognized directly in the equity as the separate item.The functional currency of the other companies is Polish zloty.

2.4. Duration of the Group’s businessThe duration of the business activity of the parent entity APATOR SA and the consolidated entities is non-specified.

The consolidated financial statements were prepared assuming the going concern principles for the foreseeable future, it means in the period not shorter than 12 months starting from the end of reporting period.

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2.5. Approval of the financial statementsThese consolidated financial statements were approved and signed by the Management Board of the entity on April 23, 2015.

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3. Consolidated financial statements of the Capital Group Apator

3.1. Consolidated statement of financial condition

DESCRIPTION NOTEas of

31.12.2014 31.12.2013*

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Non-current assets 356 687 262 615

Intangible assets 8.3 36 283 6 955

Goodwill of subsidiaries 8.4 93 050 63 706

Property, Plant and Equipment 8.5 169 601 146 233

Investment properties 8.6 1 643 1 721

Investments in the jointly controlled entities consolidated by equity method 8.7 17 719 5 279

Other long-term financial assets 8.8 - 284

- in other entities - 284

Granted long-term loans 8.11 9 016 8 994

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- to related entities 9 016 8 994

Long- term receivables 8.10 7 507 5 719

- From other entities 7 507 5 719

Long-term deferral accounts 8.13 2 9

Deferred tax assets 8.21 21 866 23 715

Current assets 338 404 260 068

Inventories 8.9 101 630 95 359

Trade receivables 8.10 136 866 116 106

-From affiliates/subsidiaries 8 984 5 739

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Receivables due to corporate income tax 8.10 145 1 314

Receivables due to other taxes, subsidies, customs and social insurances 8.10 8 947 5 465

Other current receivables 8.10 24 212 17 171


Other short-term financial assets 8.8 2 455 4 522

- in other entities 2 455 4 522

Cash and cash equivalents 8.12 62 102 18 239

Short-term deferrals accounts 8.13 2 047 1 636

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Non-currents assets classified as held for sale 8.14 - 256

TOTAL ASSETS 695 091 522 683

* - converted pursuant to the Note 8.38

DESCRIPTION NOTEas of

31.12.2014 31.12.2013*

Equity 387 551 325 411

Equity attributable to shareholders of the parent entity 385 518 323 829

Share capital 8.15 3 311 3 311

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Other capitals 8.16 272 199 222 837

Reserve from defined benefit program revaluation 85 355

Capital from measurement of hedging transactions and exchange differences from consolidation (2 824) 623

Undivided financial result 112 747 96 703

- undivided result from previous years 37 797 38 216

- Result from current period 83 802 67 339

- write-offs from the current year result (8 852) (8 852)

Non-Controlling Interest 8.17 2 033 1 582

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Liabilities 307 540 197 272

Long-term liabilities and provisions 103 148 28 982

Long-term borrowings 8.18 71 608 8 665


Long-term liabilities 8.20 22 118 11 904

- To other entities 22 118 11 904

Deferred income tax provisions 8.21 1 015 1 462

Provision for liabilities due to employee benefits 8.19 8 016 6 951

Other long-term provisions 8.19 391 -

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Short-term liabilities and provisions 204 392 168 290

Short-term borrowings 8.18 94 008 48 629


Trade liabilities 8.20 52 843 52 474

- To affiliates/subsidiaries - 15


Liabilities due to corporate income tax 8.20 7 864 6 134

Liabilities due taxes, customs and social insurances 8.20 14 651 9 606

Other short-term liabilities 8.20 15 633 33 521

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- To affiliates/subsidiaries - -


Short-term provisions for liabilities due to employee benefits 8.19 11 955 11 678

Other short-term provisions 8.19 7 438 6 248

TOTAL LIABILITIES 695 091 522 683

* transformation pursuant to the Note 8.38

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3.2. Consolidated statement of profit and loss and other comprehensive income

DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Sales revenues 8.1 724994 683 000

Revenues from the sale of products and services 671877 626 496

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*


- to other entities 616 077 575 098

Revenues from sale of goods and materials 53 117 56 504


- to other entities 50 061 53 418

Cost of sales (507805) (482 007)

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Costs of sold products and services (463 838) (434 585)

- to related entities (33 901) (31 725)

- to other entities (429 937) (402 860)

Costs of goods and materials sold (43 967) (47 422)

- to related entities (2 500) (2 717)

- to other entities (41 467) (44 705)

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Gross profit from sales 217 189 200 993

Distribution expenses (34 124) (35 725)

Administration expenses (81 202) (77 523)

Profit from sales 101863 87 745

Other operating revenues (costs), including: 8.23 354 (3 244)

Revenues 4355 3 528

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Costs (4001) (6 772)

Share in profits of entities covered by the consolidation by equity method 4 043 1 288

Revenues (costs) of restructuring 140 (277)

Profit from operating activities 106400 85 512

Finance costs, including: 8.24 (1 050) (3 299)

Revenues 5 675 5 278

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Costs (6 725) (8 577)

Profit before tax 105 350 82 213

Current income tax 8.21 (18 930) (16 088)

Deferred income tax 8.21 (1 732) 1 872

Profit for the year 84688 67 997

Other comprehensive income

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Net other comprehensive income (3 746) (388)

Items, which may be classified to the finance profit in future:

Exchange differences from translation the foreign units (1 323) (1 218)

Profit or loss of hedge accounting with the tax effect (2 153) 875

Items, which will not be classified to the financial profit or loss in future:

Revaluation of the defined benefit plan provision including tax effect (270) (45)

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Total comprehensive income 80942 67 609

Net profit, attributable to: 84688 67 997

Shareholders of the parent entity 83802 67 339

Shareholders of NCI 886 658

Total comprehensive income, attributable to: 80942 67 609

Shareholders of the parent entity 80 085 66 956

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Shareholders of NCI 857 653

Net profit per one ordinary share:

From the continued activity

- basic 2.84 2.28

- diluted 2.84 2.28

Average weighted number of shares 29 507 028 29 507 028

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DESCRIPTION

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013

Profit from operating activities 106400 85 512

Amortization and depreciation 24 384 20 734

EBITDA 130784 106 246

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The aforementioned information is not required by IFRS (non-IFRS measures).

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3.3. Consolidated statement of changes in equityDESCRIPTION Share capital Other

capitalsReserve from

defined benefit program

revaluation

Capital from measurement of

hedging transactions and exchange

differences from

Undivided financial result

Total NON-CONTROLLING

INTEREST

TOTAL EQUITY

Name of entity:



consolidationBalance as of 01.01.2013 3 311 186 971 400 961 106 789 298 432 1 160 299 592

Adjustment of the beginning of the period - - - - - - -

Balance after changes 3 311 186 971 400 961 106 789 298 432 1 160 299 592

Changes in equity in the period from 01.01.2013 to 31.12.2013

Comprehensive income

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Net profit for the period from 01.01.2013. to 31.12.2013 - - - - 67 339 67 339 658 67 997

Profit division into the supplementary capital - 35 866 - - (35 866) - - -

Coverage of loss from previous year with supplementary capital - - - - - - - -

Other comprehensive income:

Items, which will be classified to the financial profit or loss in future:

Profit or loss of hedge accounting with the tax effect - - - 875 - 875 - 875

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Net exchange differences from translation of the financial statement into the reporting currency - - - (1 213) - (1 213) (5) (1 218)

Items not to be classified to the financial profit or loss in future:

Revaluation of the defined benefit plan provision including tax effect - - (45) - - (45) - (45)

Total comprehensive income - - (45) (338) - (383) (5) (388)

Other comprehensive income recognized in the period from 01.01.2013 to 31.12.2013 - 35 866 (45) (338) 31 473 66 956 653 67 609

Name of entity:



Transactions with owners directly recognized in the equity

Dividends - - - - (44 510) (44 510) (231) (44 741)

Settlement of advance payments dividend from previous year - - - - 11 803 11 803 - 11 803

Paid advances for dividend - - - - (8 852) (8 852) - (8 852)

Balance as of 31.12.2013 3 311 222 837 355 623 96 703 323 829 1 582 325 411

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DESCRIPTION Share capital Other capitals

Reserve from defined benefit

program revaluation

Capital from measurement of

hedging transactions and

exchange differences from

consolidation

Undivided financial result Total

NON-CONTROLLING

INTERESTTOTAL EQUITY

Balance as of 01.01.2014 3 311 222 837 355 623 96 703 323 829 1 582 325 411

Changes in equity in the period from 01.01.2014 to 31.12.2014

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Comprehensive income

Net profit for the period from 01.01.2014. to 31.12.2014 - - - - 83802 83802 886 84688

Profit division into the supplementary capital - 51 672 - - (51 672) - - -

Coverage of loss from previous year with supplementary capital - (2 310) - - 2 310 - - -

Other comprehensive income:

Items, which will be classified to the financial profit or loss in future:

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Profit or loss of hedge accounting with the tax effect (2 153) - (2 153) - (2 153)

Net exchange differences from translation of the financial statement into the reporting currency - - - (1 294) - (1 294) (29) (1 323)

Items not to be classified to the financial profit or loss in future:

Revaluation of the defined benefit plan provision including tax effect - - (270) - - (270) - (270)

Total comprehensive income - - (270) (3 447) - (3 717) (29) (3 746)

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Other comprehensive income recognized in the period from 01.01.2014 to 31.12.2014 - 49 362 (270) (3 447) 34 440 80 085 857 80942

Transactions with owners directly recognized in the equity

Dividends - - - - (18 396) (18 396) (406) (18 802)

Settlement of advance payments dividend from previous year - - - - 8 852 8 852 - 8 852

Paid advances for dividend - - - - (8 852) (8 852) - (8 852)

Balance as of 31.12.2014 3 311 272 199 85 (2 824) 112747 385518 2 033 387551

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3.4. Consolidated statement of cash flows

DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Cash-flow from the operating activities


Adjustments: 20 873 19 189

Intangible assets amortization 4 130 1 563

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Amortization of property, plant and equipment 20 254 19 184

Tangible assets impairment allowances (10) (134)

Profit on sale of P,P&E and intangible assets (2 679) (740)

Loss on sale of financial assets available for sale - 1 349

Profits from measurement of investment property at fair value 84 (160)

Profits due to the change of the fair value of derivatives 450 (1 048)

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Costs of interest 4 603 2 359

Interest in profits of jointly controlled entities (4 043) (1 288)

Revenues due to interest (495) (378)

Other adjustments 8.25 (1 421) (1 518)

Cash from operating activity including changes in current assets 126 223 101 402

Movement in inventories 8.25 3 920 (1 641)

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Movement in receivables 8.25 (26 261) (44 657)

Movements in liabilities 8.25 4 144 1 348

Movements in provisions 8.25 1 398 5 071

Movements in accruals 8.25 (221) 296

Other adjustments 8.25 (589) (1 707)

Cash generated during the operating activity 108 614 60 112

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Paid income tax (14 677) (18 714)

Net cash from operating activity 93 937 41 398

Net cash-flows from investing activities

Expenses for purchase of intangible assets 8.25 (5 527) (4 022)

Expenses to purchase to P,P&E 8.25 (24 873) (18 878)

Proceeds from disposal of P,P&E 8.25 4 112 1 830

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Proceeds from sale of financial assets held for trading 437 240

Investments in subsidiaries 8.25 (108 530) -

Proceeds from sale of subsidiaries - (278)

Loans granted - (982)

Received repayments of granted loans 777 -

Received interests 370 297

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Received dividends 1 357 1 776

Other proceeds (expenses) (212) (1 948)

Net cash used from investment activity (132 089) (21 965)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds due to taken loans and credits 140 498 41 880

Payment of credits and loans (32 103) (40 326)

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DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Interest paid (4 462) (2 183)

Paid dividends (18 555) (41 701)

Payments for financial lease liabilities (2 915) (2 329)

Other proceeds (expenses) (448) (254)

Net cash from financing activity 82 015 (44 913)

Increase (decrease) of net cash and their equivalents 43 863 (25 480)

Name of entity:





DESCRIPTION NOTE

for the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013*

Cash and cash equivalents at the beginning of the period 18 239 43 719

Cash and cash equivalents at the end of the period 62 102 18 239


Name of entity:





Name of entity:





4. Applied accounting principles

4.1. Basis of preparation (general principles)The consolidated financial statements were prepared pursuant to the historical cost concept, excluding the measurement of some non-current assets (investment property) and financial instruments (derivatives), which are measured at fair value.

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The most important of the applied accounting principles are presented in the points 4.2.1 to 4.3.16.

The following accounting principles (policy) were applied with the reference to all periods presented in the financial statement by the Group.

The Capital Group changed the comparative data in these financial statements.The details are presented in the note 8.38.

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4.2. Consolidation

4.2.1. Consolidation principlesThe consolidated financial statement includes the financial statement of the parent entity APATOR SA and subsidiaries.

As of the date of acquisition of the subsidiary (taking-up the control) the assets and liabilities of such entity are measured at fair value.The surplus of the purchase price over the fair value of identifiable acquired net assets is recognized in the assets of the statement of financial position as goodwill. In case when the purchase price is lower

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than the fair value of identifiable net assets, acquired net assets, the difference is immediately recognized in the profit and loss of the period, when the acquisition occurred.NCI are presented pursuant to the assigned goodwill of net assets.

In case of acquiring the NCI i.e. purchase of the additional shares/stock holding already the control, the new fair value for the acquired assets and liabilities is not determined.This transaction is recognized as the movement of the amount determined on the basis of the fair value of net assets as of the acquisition date in the capitals between NCI and interest of the parent company.

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Subsidiaries, under which the control was lost during the year, are consolidated from the beginning of the period to the control lost date.The financial results of the entities acquired in the fiscal year are recognized in the consolidated financial statements from the date of acquisition.

If necessary, the adjustments are made in the financial statements of the subsidiaries or jointly controlled entities in order to standardize the accounting principles applied by the entity with the principles applied by the parent entity.

All the transactions, balances, revenues and costs between the related entities covered by the consolidation are excluded from the consolidated financial statement.

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4.2.2. Investments in jointly controlled entitiesA jointly controlled entity is a joint venture that involves the joint arrangements whereby the parties that have joint control of the arrangement (joint venturers) have rights to the net assets of the arrangement.

The arrangements establish joint control over the joint venture.Such a requirement ensures that no single venturer is in a position to control the activity unilaterally.

It is assumed that the venturer jointly controls another entity if the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control (the venturers).

Name of entity:





The Group settles the interest in the joint venture by equity method, whereby the investment is initially recognised at cost and adjusted thereafter for the post-acquisition change in the investor’s share of net assets of the investee. The profit or loss of the investor includes the investor's share of the profit or loss of the investee and the other comprehensive income of the investor includes the investor’s share in other comprehensive income of the investee.

4.2.3. GoodwillThe goodwill is the component of the assets presenting the future economic benefits arisen from the acquired assets acquired in a business combination that are not individually identified and separately recognised.

Name of entity:





The goodwill is presented as the assets and at least once a year is tested for impairment.The results of the impairments are charged against the profit and loss and are not a subject of reversal in the next periods.

4.3. Detailed principles for assets and liabilities measurement applied in the capital group

4.3.1. Intangible assetsResearch and Development

Name of entity:





Expenditure at the stage of research, incurred with the intention of gaining new scientific or technical knowledge are recognized as profit or loss of the current period as incurred.

Name of entity:





Expenditure made on development in which the findings of research are applied in order to develop or produce a new or greatly enhanced product are a subject of capitalization only, when the development of a new product (or process) is technically possible and economically justified and the Group has technical, financial and other necessary means to complete the development.The costs to be capitalized include: costs of materials, salaries of employees directly involved in development works and the justified portion of costs indirectly attributable to manufacture of the intangible assets and capitalized borrowing costs.The other costs of development are recognized as profit or loss of the current period when incurred.

Costs of development works are recognized as the intangible assets at their purchase cost less accumulated depreciation charges and impairment losses.

Name of entity:





Other intangible assets

Other intangible assets with the estimated economic useful life, acquired by the Group, are presented at their purchase cost less amortization and impairment losses.

Expenditures incurred subsequently

Subsequent expenditure on existing intangible assets is capitalised only when it increases future economic benefits to be generated by the asset.Other expenditure, including expenditure for internally generated: trademarks and brand are recognized as the profit or loss of the current period, when incurred.

Amortization and depreciationName of entity:





Depreciation is made with the reference to the purchase price of the assets or its equivalent less the residue value.

The depreciation cost is recognized by the straight-line method as a profit or loss of the current period, with respect to the economic utility period of the relevant intangible asset, estimated by the Group, other than goodwill, from whence its suitability for usage is declared, which could be best reflected by the method of realising future economic (gains?) related to the usage of the given assets.

The Group estimates the following utility periods for the relevant categories of the intangible assets:

Patents and licenses up to 2 to 5 years Development works up to 3 to 5 years

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4.3.2. Property, Plant and EquipmentProperty, plant and equipment are non-current assets held by the Group to use them in production, to provide goods and services, to be leased to third parties or for administration purposes, which are expected to be used for more than 12 months.The intangible assets are measured at cost less the amortization write-offs and impairment allowances.Pursuant to the component based approach the Group applies the different depreciation rates for the significant components of the non-current asset.The amortization begins at the moment of putting asset to use.At establishing the annual amortization rates the period of economic utility is considered.From time to time the managers of the production departments verify the correctness of application of amortization periods and rates. For amortization purposes the straight line depreciation method is applied.The economic lives for the particular items of non-current assets are as follows:

Name of entity:





Buildings up to 10 to 70 years Machinery and equipment up to 2 to 25 years Means of transport up to 4 to 10 years Other non-current assets up to 3 to 10 years

If circumstances occurred which indicate that the carrying amount of property, plant and equipment may not be recoverable, the assets are analysed for potential impairment.If there are any assumptions indicating that the impairment may occur and the carrying amount exceeds the expected recoverable value, then the value of these assets or cash generating units, to which these assets belong, is reduced to the level of recoverable value. The recoverable amount is the higher of the following two values: fair value less the costs of sale or usable value.To

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calculate the value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and risk related to the relevant asset.If an asset does not generate the cash-flows independently, the recoverable value is calculated for the cash generating unit to which this asset belongs.

Any gains or losses on the sale/liquidation or withdrawal of the use of the P,P&E are determined as the difference between revenues from sale and net value of these assets and are recognized in the profit and loss statement for the period when sold.

Name of entity:





P,P&E under construction refer to the non-current assets in progress and are presented at cost.Property, Plant and Equipment under construction are not a subject of amortization, until the construction or assembly is not completed and the asset is commissioned.

The Group holds and administers the property, plant and equipment used in social activity.These assets along with the perpetual usufruct right were measured at fair value by the appraiser as for the date of IFRS adoption.Owing to a lack of selling plans for this property and the fact that this property is refunded from the Company’s Social Benefits Fund pursuant to the agreements with the Trade Unions, the Group presents these assets along with the perpetual usufruct right recognized as off-balance sheet item in the financial statement.

Name of entity:





4.3.3. LeasesThe financial lease agreements are the agreements transferring the total risk and potential benefits risks and benefits incidental to the ownership title of an asset into the Group.

Any other types of lease are treated as the operating lease.

Assets used under the financial lease agreements are treated the same as the Group’s assets and are measured when the leasing agreement starts pursuant to the lower of two values: fair value of the asset which is a subject of lease or current value of minimum leasing fees.The leasing fees are divided into the interest and principal amount so that the interest rate from the remained liability was fixed amount.

Name of entity:





The leasing fees due to the operational lease are charged against the result of the period using the straight line method during the lease.

4.3.4. Investment propertiesInvestment properties are considered the properties treated as the revenue from renting and/or they are kept due to expected increase of their values.Investment properties are measured as of the end of the period at fair value.Profits and losses from the change of fair value of investment properties are recognized in profit or loss of the period when occurred.

Name of entity:





4.3.5. Non-current assets and net assets groups held for saleNon-current assets classified as held for sale and also the groups of net assets held for sale are measured at the lower of two values: carrying amount or fair value less the costs of disposal.

Non-current assets and net assets groups are classified as held-for-sale, if their carrying amount will be recovered rather as a result of transaction than their further use.The condition is met only, when an asset (or a disposal group) is available for immediate sale in its present condition its sale is highly probable within one year from the reclassification.

Name of entity:





4.3.6. InventoriesMaterials and goods are measured at purchase price (at cost plus costs of shipment, tariffs, customs, costs of loading and unloading).Costs of materials and goods are measured at the average weighted.

Products are measured at cost on a current basis and stocks of products and goods are measured at costs not exceeding their net value prices possible to be obtained as of the end of the period.The cost includes the sum of direct costs (materials, salaries) and reasonable part of indirect costs related to the manufacture of product including the indirect production costs and the part of fixed indirect costs corresponding to the level of such costs in usual production capacity.

Name of entity:





Inventories are verified at the end of each reporting period.The inventory unnecessary from economical point of view gets 100% of write downMoreover, in order to make the amount of inventories real, the analysis of the age structure of inventories is made, which decisive factor is the date of inflow and outflow from the warehouse.

4.3.7. Borrowing CostsThe Group capitalizes the borrowing costs (interest and other costs incurred by the Group in connection with the borrowing of funds), which may be directly attributed to purchase or construction of the P, P &E.The capitalization principles are not applied to the investment properties and inventories manufactured in a repeatable manner in a short production cycle.

Name of entity:





To the extent to which the Group borrows the special funds to finance the acquisition of the asset, the amount of borrowing costs to be activated is the difference between the real borrowing costs in the relevant period and the revenues of the entities due to the temporary investment of borrowed funds.

If the Group borrows funds for general purposes and then uses them in order to acquire the asset, then the capitalization rate (average weighted of borrowing costs, including the total credits and loans to be repaid in the period) is applied to the expenses incurred in the relevant period.

Name of entity:





4.3.8. Government grantsThe government grants along with the non-cash grants presented at fair value are recognized if and only if there is a reasonable assurance that the Group will meet the conditions related to this grant and that this grant will be received in fact.

In case when the grant refers to the relevant item of costs then it is recognized as reduction of costs to be compensated by this grant.However, if the grant refers to the item of assets, then its fair value will reduce the amount of this item.

Name of entity:





4.3.9. Financial instrumentsThe Group classifies as the financial instrument any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity, providing that the contract concluded between the Parties results in the economic effects.

The Group classifies the financial instrument with the following division:

Items of financial assets or liabilities measured at fair value through the profit or loss - assets and liabilities purchased or taken in order to sell or re-buy in near future or are the part of portfolio of the specified financial instruments which are managed jointly and for which the confirmation of the real formula of short-term profit

Name of entity:





generation and derivatives is stated; this category includes the derivatives, which are used to hedge the exchange rate risk;

Investments held to maturity date- are non-derivative financial assets with fixed or determinable payments that the Group intends and is able to hold to maturity and that do not meet the definition of loans and receivables and are not designated on initial recognition as assets at fair value through profit or loss or as available for sale;

Loans and receivables - are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market;

Financial assets available for sale – are any non-derivative financial assets designated as available for sale or any other instruments that are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss;

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Other financial liabilities.

Recognition and derecognition of the item of financial assets and financial liability

The financial asset or financial liability is presented in the statement of financial condition, when the Group becomes a Party of such instrument-related agreement.

The item of the financial assets is derecognized from the statement of financial condition when the rights to economic benefits and risk following the agreement were performed, expired or the Group waived them.

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The Group derecognizes from the statement of financial condition the financial liability when this liability has expired, it means when the obligation specified in the agreement was met, extinguished or expired.

Measurement of financial instruments as for the inception date

As for the acquisition date the assets and financial liabilities are measured by the Group at the fair value, so at the fair value of the paid consideration in case of the component of assets or received amount in case of liability.The costs of transactions are included by the Group to the initial value of all assets and liabilities measurement, except for the category of assets and liabilities measured at fair value through the profit and loss.

Measurement of financial instruments as of the reporting date

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The Group measures:

at amortized cost including the effective interest rate: the investments held to maturity date, loans and receivables and other financial liabilities.

at fair value: financial assets and liabilities from the category of assets and liabilities measured at fair value through profit or loss and category financial assets available for sale.

If it is not possible to determine the fair value (such situation may occur when the equity instruments are not listed), then such assets are measured at cost (purchase price).

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The effects of measurement at fair value for the financial assets available for sale are recognized in equity.The effects of the measurement of financial assets and liabilities classified to other categories are recognized through profit or loss.

Trade receivables

Trade receivables are initially recognized at the amortized including the proper write-downs revaluating bad debts.

The receivables amount is revaluated considering the probability of their payment by making the proper revaluation allowance against the operating or financial costs.The receivables and claims uncollectible so the liabilities documented by the decision issued by the enforcement procedure body are not classified to the assets.The

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revaluation allowances are made for the receivables bearing the risk.These are overdue receivables over 180 days, for which the new payment terms have not been established. The receivables due over 180 days are adjusted by the cumulated amount of discounted difference between the initial value and their value as for the maturity date, calculated by the effective interest rate.

Receivables related to the implementation agreement

The outstanding agreements on implementation service are recognized in the gross price from the contracting party for the works performed to the end of the period.This amount is established as the costs incurred to the end of the period including the risk less the sum of issued invoices and recognized losses.These costs include all costs directly

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referred to the specific agreements and the relevant part of fixed and variable overheads of the Group calculated at the usual use of the production capacity.

Outstanding agreements on implementation service are presented in the statement of financial position as the part of trade receivables and other receivables.If the payments received from the contractors exceed the recognized revenues, such surplus is recognized in the statement of financial position as the revenues of future periods (as a part of liabilities).

Bank credits

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Bank credits are initially recognized at fair value plus any directly attributable transaction costs.After the initial recognition, these liabilities are measured at the amortized costs using the effective interest rate method.

Trade liabilities and others

Following the initial recognition all liabilities except for the liabilities measured at fair value through profit and loss are measured at adjusted cost using the effective interest rate method.

Hedge accounting

Hedge of cash flows

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The Group uses the derivatives such as fx forward contracts in order to hedge the risk of the exchange rate difference.

To cover the risk of variations of interest rates (WIBOR 6M, on which the interest payments due to the investment loan are based), the company uses the Interest Rate Swap transaction.This IRS transaction enables to manage the interest rate risk, allowing swapping of credit or investment interest rate from variable to fixed, enabling to hedge the credit cost increase.The details related to IRS transaction are presented in the Note 8.30.

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated to the recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in the hedging reserve in equity. Profits or losses previously recognized in equity are forwarded

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to the profit or loss of the current period in the same period and the same item, where the hedged cash flows are recognized in the profit and loss statement.The ineffective part of the fair value change of the derivative is recognized immediately as the profit or loss of the current period.

If the hedging instrument discontinues meeting the hedge accounting criteria then it expires, is sold, released, executed or it will change its designation, the Group will discontinue applying the hedge accounting principles.If the item is hedged by the non-financial asset, profits or losses previously recognized in other comprehensive income correct the carrying amount of this asset as of the recognition.If the planned transaction is not accepted to be executed, the profits or losses recognized in the statement of financial position are recognized promptly as the profit or loss of the current period.In other cases the amounts previously recognized in other comprehensive income are

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recognized as the profit or loss of the current period in the same period or periods, when the hedged planned transaction affects the profit or loss of the current period.

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship, the risk management objective and strategy for undertaking the hedge.The documentation contains identification of hedging instrument, hedged item or transaction, the nature risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk.It is expected that the hedge will be highly effective in offsetting changes in the fair value or cash flows resulting from the hedged risk.The efficiency of the hedge is assessed on a current basis in order to check if it is highly effective in all reporting periods, for which it was established.

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4.3.10. ProvisionsProvisions are established when the Group has a present obligation (legal or constructive) as a result of a past event, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. Costs related to a given provision are stated in net amount in the profit and loss statement (having deducted all returns).

Provisions for contractual obligations are established, if the expected economic benefits are lower than the necessary cost of meeting these contractual obligations.In case when the effect of the money in time is material the amount of provision is established by discounting the anticipated further cash-flows to the current value using the gross discount rate reflecting the current market

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assessment of the money and the possible risk related to this liability.Where discounting is used, the increase in the provision due to the passage of time is recognised as finance cost.The provisions are also established for the future liabilities caused by restructuring, if basing on the separate regulations the Group is obliged to carry out or to enter into the binding agreement and the restructuring plans allow estimating the value of future liabilities in a reliable manner.

The Group established also the provision for warranty repairs.And therefore the ratio of guarantee repairs cost to the total sale in the period is used to calculate the provision.The provision for guarantee repairs is charged against other operating activity.

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4.3.11. Employee benefitsPursuant to the pay-roll systems the employees are entitled to the retirement benefits and in some companies of the Group they are also entitled to the jubilee awards.The jubilee awards are paid to employees after working out the specified number of years.The retirement benefits are paid once at the moment of going into retirement.The amount of the retirement benefits and jubilee awards depends on the time of eservice and the fixed base specified in the corporate collective labour agreements.The companies establish the provision for the future liabilities due to the retirement benefits and jubilee awards in order to classify the costs to the periods to which they are related.According to IAS 19 the jubilee awards are other long-term employee benefits and the retirement benefits are the defined post-employment benefit plans.

Name of entity:





The provisions established for jubilee awards and retirement benefits are determined basing on the projected unit credit method and actuarial techniques. The base for reliable estimation of the provisions is as follows:

Criteria for acquiring rights to defined benefits; Actuarial assumptions.

Pursuant to IAS 19, the costs of defined benefit plan (provision for retirement benefits) include the following components:

Employee benefits costs- recognized in the profit or loss (other operating costs) Net interest from defined benefits liabilities- recognized in the profit or loss (other operating costs)

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Revaluation of the liabilities due to net defined benefits (actuarial profits/losses)- recognized in the other comprehensive income (revaluation reserve from defined benefit plan)

Costs of other long-term employee benefits (jubilee awards)- are charged against the other operating costs.

The Group establishes the provision for the costs of compensated absences which will have to be incurred as a result of right unused by the employees and which arisen as for the end of the period.Provision for cost of accumulated compensated absences is recognized as the liability (accrued and deferred costs) after deduction all paid amounts. Provision for costs of accumulated compensated absences is the short-term provision and is not subject of discount and is charged against the basic activity.

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4.3.12. RevenuesSales revenues

Sales revenues are recognized at fair value of the consideration received or payable and they represent the receivables for products, goods and services provided under the usual business activity less the rebates, tax on goods and services and other taxes related to the sale (custom tax).Revenue is recognised to the extent that it is probable that the economic benefits relating to the transaction will flow to the Group and the revenue can be reliably measured.

Sales of goods and products

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Sales of goods and products are recognized when the goods and products are delivered and the risk and benefits resulting from the ownership right are transferred into the purchaser and when the amount of revenues may be measured reliably.

Long-term services

Revenues due to services are recognized based on the percentage of their completion, if the result of related transaction may be measured in a reliable manner.The percentage of the service completion is determined as the ratio of costs incurred as for the relevant date to the total estimated costs of transactions.If the result of the service related transaction cannot be estimated in a reliable manner then the revenues due to this agreement are recognized only to the amount of incurred costs which Group expects to recover.

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Other revenues

Interest

Revenues due to interest are recognized consecutively when they accrue, referring to the net carrying amount of the relevant asset in compliance with the effective interest rate method.

Dividends

Dividends are recognized, when the rights of shareholders to receive them are established.

Rental incomeName of entity:





Income due to rental of investment properties is recognized using the straight line method for the period of rent to the concluded agreement.

4.3.13. Transactions in foreign currenciesIn the financial statements of the entities belonging to the APATOR Group, the transactions in the foreign currencies are translated pursuant to the exchange rate applicable as the transaction date.As of the end of the period the monetary assets and liabilities are presented pursuant to the exchange rate of the leading bank, applicable at the end of the reporting period (assets acc. to buy rate, liabilities- sell rate). Profits and losses resulting from translation of the currencies are charged directly against the profit or loss.

Name of entity:





The functional currency of the foreign subsidiary Apator GmbH is EUR and the functional currency of the subsidiary Apator Metra is Czech corona (CZ) and the functional currency of foreign entity Apator Metroteks is Ukrainian hryvnia (UAH).As of the end of the period the assets and liabilities of these entities are translated into the presentation currency of the Group at the exchange rate applicable as of the end of the period and their statements of comprehensive income are translated pursuant to the average weighted exchange rate for the relevant fiscal year.The exchange differences arisen as a result of such translation are recognized directly in the equity as the separate item.The functional currency of the other companies is Polish zloty (PLN).

On disposal of a foreign operation, the cumulative amount of the deferred exchange differences recognised in equity is recognized in profit or loss.

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4.3.14. TaxesIncome tax includes the current and deferred part.The current and deferred income tax is recognized in profit or loss of the current period, except for the situation when it refers to the business combination of entities and the items recognized directly in the equity or as the other comprehensive income.

The current tax is the expected amount of liabilities or receivables due to the income tax to be taxable in the relevant year, established by the application of the income tax legally or actually applicable at the end of the period and the adjustments of the income tax from previous years.

The deferred tax is recognized in connection with the temporary differences between the carrying amount of the assets and liabilities and their value established for the tax purposes.The deferred income tax is not recognized for the

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following temporary differences: initial recognition of assets or liabilities from the transaction, which is not a business combination and does not affect neither the profit and loss of the current period or the taxable income, the differences related to the investments in subsidiaries and under the joint control to the extent, to which it is probable that they will be disposed in the foreseeable future.Moreover, the deferred tax from the temporary differences arisen as a result of the initial recognition of the goodwill is not recognized.The deferred tax is measured at the applicable tax rates that are expected to apply in the period in which the differences will reverse, whereas the legally or actually binding tax regulations to the end of the period are considered as the basis.The deferred tax assets and deferred tax provisions are offset if the Group has an enforceable legal title to offset the current tax assets and liabilities and provided that the deferred tax provisions refer to the income tax imposed by the same tax authority on the same

Name of entity:





taxpayer or on different taxpayers, who intend to offset the income tax liabilities and receivables at net amount or simultaneously to receive receivables and settle the liability.

The deferred tax assets related to the unsettled tax loss, unused tax relief and negative temporary differences are recognized to the amount to the extent that is probable that taxable profit will be available against which the deductible temporary difference could be utilised.Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related benefits in the income tax will be realized.

The companies belonging to the Capital Group Apator apply the tax rates pursuant to the applicable regulations in the country, where they run business activity (Czech Republic 19%, Ukraine 21%, and Germany 15%).

Name of entity:





4.3.15. Zone rebate for the business activity in the Special Economic Zone

The parent entity Apator SA applied the income tax exempt due to the costs of new investments under the Permit for running business activity in the Pomeranian Special Economic Zone, obtained on December 28, 2010. The tax exemption includes the zone income, so the income generated from the business activity run within PSEZ, under the permit granted.

Apator S.A. recognizes the tax relief for the activity conducted in the Special Economic Zone (exemption from the corporate income tax) pursuant to IAS 12 i.e. it recognizes this as the deferred income tax assets to the amount of achievable public support.The maximum amount of the achievable support is calculated as the product of intensity of

Name of entity:





support for the province and the amount of expenses incurred within the investments recognized as eligible costs.The deferred tax assets related to the unused tax relief and deductible temporary differences are recognized to the amount, to which it is probable, that the taxable income is achieved to allow for their use.These assets are a subject of revaluation at the each end of the period and they are reduced to the extent, to which it is not probable that the related benefits in the income tax will be realized.

On June 23, 2014 Apator SA obtained the next permit for the business activity in the Pomeranian Special Economic Zone.The investment connected with this permit has not been started yet.

Name of entity:





4.3.16. EquityThe Group’s equity includes: share capital, other supplementary capital, defined benefit plan revaluation reserve, capital from hedged transactions, undivided financial profit from previous years and financial profit or loss.Items reducing the amount of the equity are as follows: own shares and write-offs of the financial profit of the current year, constituting the payments of advances for dividend.

Name of entity:





5. Reporting the activity segmentsThe operating segment is a part of the Group involved in the business activity and thus it may achieve revenue or incur costs, including revenues and costs related to the transactions with other parts of the Group.The operating results of each segment are reviewed by the main body responsible for taking operational decisions in the Group on a current basis and this body decides on allocation of segment's resources and assesses its results of activity, whereas the separate financial information on each segment are available (see the Note 8.1).Data on revenue and costs in the relevant segments are reported to the Management Board to be analysed upon elimination of the intra-segment transactions.The Management Board analyses the profits or losses of each segment by the relevant results i.e. gross

Name of entity:





return on sales, return on sales, operating profit or loss and EBIDTA.The factor affecting the strategic and operating decisions is also the share of the relevant segments in generating the Group's operating margin (at EBIDTA level).Revenues and costs of segments are analysed upon elimination of the intra-segment transactions.While taking operating decisions, the balance sheet items referring to the relevant segments are not considered.Balance sheet data are analysed at the level of the relevant companies of the Group.

In 2014 financial statements the presentation of the business segments is changed.The results of the segments are reported to EBIDTA level.Pursuant to the results evaluation criteria adopted by the chief operating decision maker in the Group i.e.Management Board of Apator SA and Supervisory Board of Apator SA, the reporting of the balance sheet of segments was rejected, because it is not a decision criteria adopted by the chief decision maker.

Name of entity:





The segment’s results include the results of the following companies:

Metering Segment- results of Apator Metrix including the controlled entities, results of Apator SA in a part connected with the electric energy metering, excluding the administrative costs, results of the capital group Pafal, results of Apator Powogaz including the entities controlled and under the joint-control, results of Apator GmbH;

Grid Automation Segment- results of Apator Elkomtech, results of Apator Rector (in the previous financial statements Apator Rector constituted a part of the metering sector), results of Apator SA in a part connected with the connection line, excluding the administrative costs of the Capital Group Apator;

Non-core Segment- results of Apator Mining and Apator Control.

Intra-companies turnover of the Capital Group are eliminated for the segment business activity reports.Name of entity:





6. Basic accounting judgments and bases for uncertainty estimating

The preparation of the consolidated financial statement pursuant to IFRS requires from the Management Board to make the professional judgements and assumptions, which affect the accepted principles and presented values of assets, liabilities, revenues and costs.Estimations and related assumptions are based on the historical experience and many other factors, which are deemed as being reasonable in these circumstances. The results of these estimations are the basis for the professional judgment regarding the book value of assets and liabilities.For the material issues the Management Board making the estimation bases on the opinions of independent experts.The actual value may vary from the estimated value.

Name of entity:





Estimations and related assumptions are a subject of current verification.The change of the accounting estimations is recognized in the period when the change occurred.

The estimations and assumptions affecting significantly the amounts disclosed in the consolidated financial statement of the Capital Group APATOR were recognized in the following notes:

Impairment: intangible assets (Note 8.3), goodwill (Note 8.4), P, P&E (Note 8.5), other financial assets (Note 8.8), inventories (Note 8.9) and receivables (Note 8.10)

Provisions (Note 8.19) Deferred income tax (Note 8.21)

Name of entity:





7. Information on seasonality of the business activityIn connection with the production of the investments goods by the Grupa Apator, the revenue analysis considers the seasonality of sales. In the previous years, the Group generated higher revenues in Q3 and Q4.Since 2012 the seasonality has started disappear.However, due to the fact of joining Elkomtech SA to the Group in 2014 (high seasonality- important Q4), the seasonality has become noticeable. In the subsequent years the revenue of the Capital Group may appear fundamentally higher in Q4.

Name of entity:





8. Notes to the consolidated financial statements8.1. Operating Segments

While taking strategic and operating decisions, the Management Board applies the division into so called business segments.These segments include:Grid Automation (control and connection equipment and other infrastructure and software for power grids), Metering segment (electric energy, gas, water and heat meters along with accompanying services) and Non-core Segment (“non-core”- other control instruments and instruments for mining industry), which apart of the strategic development directions and in which the Group is not a leader.The change in presentation of the Group’s business segments within 2013 and 2014 excludes the results of Apator Rector Sp. Z o.o. from Metering Segment and incorporating them to Grid Automation that better reflects the operating activity of this company(due to

Name of entity:





its concentration on supplying products used for management of the infrastructure of the Distribution System Operator.Moreover, the scope of unallocated assets was limited.At present, it includes only operational costs of persons and organizational units of the group whose activity is of the group-wide nature and whose cannot be allocated to the specific segment.Data for 2013 were transformed accordingly.

DESCRIPTION Metering segment Grid Automation Other “non-core”

Unallocated items Total

Financial results of the operating segments for the period from 01.01.2014 to 31.12.2014

Sales revenues 516 367 139 245 69 382 - 724 994

Cost of sales 368 501 84 106 55 198 - 507 805

Name of entity:





Gross profit from sales 147 866 55 139 14 184 - 217 189

Distribution expenses 24 031 6 188 3 665 240 34 124

Overheads 54 866 17 070 5 756 3 510 81 202

Profit from sales 68 969 31 881 4 763 (3 750) 101 863

Other operating revenues (costs) 2 227 (1 548) (325) - 354

Revenues (costs) of restructuring 140 - - - 140

Profit share in affiliates 4 041 2 - - 4 043

Profit from operating activities 75 377 30 335 4 438 (3 750) 106 400

Amortization and depreciation 15 172 7 710 1 502 - 24 384

Name of entity:





EBITDA 90 549 38 045 5 940 (3 750) 130 784

Financial results of the operating segments for the period from 01.01.2013 to 31.12.2013

Sales revenues 454 385 137 708 90 907 - 683 000

Cost of sales 313 490 98 254 70 263 - 482 007

Gross profit from sales 140 895 39 454 20 644 - 200 993

Distribution expenses 24 975 7 030 3 480 240 35 725

Overheads 51 953 15 360 6 505 3 705 77 523

Profit from sales 63 967 17 064 10 659 (3 945) 87 745

Other operating revenues (costs) (3 183) 519 (580) - (3 244)

Name of entity:





Revenues (costs) of restructuring (277) - - - (277)

Profit share in affiliates 1 274 14 - - 1 288

Profit from operating activities 61 781 17 597 10 079 (3 945) 85 512

Amortization and depreciation 13 959 5 421 1 354 - 20 734

EBITDA 75 740 23 018 11 433 (3 945) 106 246

8.2. Geographical dataThe Group distinguished three fields of activity:

Name of entity:





Home- including the domestic sales; Union- sales in the European Union Member States Export- sales realized in other countries

DESCRIPTION Domestic Export Union Total

Revenues from sale of geographical segments in the period from 01.01.2014 to 31.12.2014

Total revenues 400 324 176 895 147775 724 994

Sales to third parties 400 324 119 048 146766 666 138

Name of entity:





Sales to related entities - 57 847 1 009 58 856

Revenues from sale of geographical segments in the period from 01.01.2013 to 31.12.2013

Total revenues 372 377 154 841 155 782 683 000

Sales to third parties 372 377 100 964 155 175 628 516

Sales to related entities - 53 877 607 54 484

Name of entity:





Name of entity:





8.3. Intangible assets

WYSDESCRIPTION

GOODWILL/

RELATIONSHIP WITH

CLIENTS

PATENTS AND LICENSES,

COMPUTER SOFTWARE

COSTS OF R&D WORKS

OTHER INTANGIBLE

ASSETS

ADVANCES FOR INTANGIBLE

ASSETSTOTAL

Amount net as of 01.01.2013 61 1 706 2 261 228 144 4 400

Change due to acquisition /exemption of the entity - 1 - (92) - (91)

Increase due to purchase - 2 057 - - - 2 057

Name of entity:





Increase due to own production - - 2 524 - - 2 524

Increase due to advance for intangible assets - - - - 163 163

Decrease due to liquidation - (54) (37) - - (91)

Settlement of advance payments for intangible assets - - - - (307) (307)

Amortization and depreciation - (754) (737) (72) - (1 563)

Decrease of the present depreciation due to liquidation - 54 37 - - 91

Other changes- gross - 22 (250) - - (228)

Amount net as of 31.12.2013 61 3 032 3 798 64 - 6 955

Amount net as of 01.01.2014 61 3 032 3 798 64 - 6 955

Name of entity:





Change due to acquisition /exemption of the entity - 138 733 - - 871

Increase due to purchase 26 800 1 583 - - 7 28 390

Increase due to own production - - 4 007 - - 4 007

Increase due to acceptance from lease - 48 - - - 48

Increase due to advance for intangible assets - - - - 140 140

Decrease due to liquidation - (268) (326) - - (594)

Amortization and depreciation (2 010) (1 051) (1 064) (5) - (4 130)

Decrease of the present depreciation due to liquidation - 268 326 - - 594

Other changes- gross - 4 - - - 4

Name of entity:





Other changes- depreciation - (2) - - - (2)

Amount net as of 31.12.2014 24 851 3 752 7 474 59 147 36 283

As of 31.12.2013

Gross value 61 9 643 13 996 5 718 - 29 418

Sum of present depreciation of write-downs - (6 611) (10 198) (5 654) - (22 463)

Net amount 61 3 032 3 798 64 - 6 955

As of 31.12.2014

Gross value 26 861 11 148 18 410 5 718 147 62 284

Sum of present depreciation of write-downs (2 010) (7 396) (10 936) (5 659) - (26 001)

Name of entity:





Net amount 24 851 3 752 7 474 59 147 36 283

DESCRIPTIONas of

31.12.2014 31.12.2013

Gross carrying amount of all fully amortized intangible assets being used 10 520 9 507

Amount of expenses for research and development works recognized as the costs in the period 5 678 6 112

Amount of borrowing costs activated in the relevant period 16 15

Name of entity:





8.4. Goodwill

NAZNAME OF SUBSIDIARYas of

31.12.2014 31.12.2013

Apator Control Sp. z o.o. 75 75

Apator Rector Sp. z o.o. 43 106 42 969

Apator Elkomtech S.A. 29 339 -

Apator Powogaz S.A. 17 855 17 855

Apator Telemetria Sp. z o.o., 1 832 1 832

Name of entity:





APATOR METRA S.R.O. 627 618

APATOR METROTEKS 216 357

Net goodwill 93 050 63 706

DESCRIPTION

In the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013

Goodwill gross at the beginning of the period 64 041 66 583

Name of entity:





Increase due to adjustments following the later recognition/acquisition 29 475 806

Decrease due to the entity’s disposal - (3 289)

Net exchange differences from translation of the financial statement into the reporting currency (131) (59)

Goodwill gross at the end of the period 93 385 64 041

Impairment write-down at the beginning of the period (335) (335)

Impairment write-down at the end of period (335) (335)

Goodwill net at the end of the period 93 050 63 706

As of December 31, 2014 the Group tested the goodwill for impairment at assuming the average weighted costs of capital at the level of 6.9% and five-year forecasts.The tests showed no impairment of goodwill.

Name of entity:





The impairment test was carried out on the basis of the estimation of the current amount of the estimated free future cash flows generated by the relevant cash generating units, including tax, change in current assets balance and expenditures for non-current assets and intangible assets.For 2015-2019, the cash flows are estimated on the basis of the existing business plans.In order to determine the residual value, the prudent flat growth rate was adopted for the years after 2019.In the capital Group Apator, the cash generating units are the direct subsidiaries of Apator SA or group of companies, where the parent units are the direct subsidiaries of Apator SA and are characterized by the homogenous base of assets used for operating activity.

Name of entity:





8.5. Property, Plant and EquipmentThe most important expenditure for P, P&E in 2014 includes investments in machinery and equipment and other non-current assets.

DESCRIPTION LANDS AND BUILDINGS

MACHINERY AND

EQUIPMENT

MEANS OF TRANSPORT

OTHER NON-CURRENT

ASSETS

NON-CURRENT ASSETS UNDER

CONSTRUCTION

ADVANCES FOR NON-CURRENT

ASSETS

TOTAL

Amount net as of 01.01.2013 76 766 31 930 5 249 21 905 3 129 204 139 183

Change due to acquisition /exemption of the entity (4) (37) (1 069) (4) - - (1 114)

Name of entity:






MACHINERY AND

EQUIPMENT

MEANS OF TRANSPORT

OTHER NON-CURRENT

ASSETS


CONSTRUCTION


ASSETS

TOTAL

Increase due to purchase 5 562 7 249 1 099 5 356 - - 19 266

Increase due to modernization 1 848 653 4 503 - - 3 008

Increase due to own production - 247 - 303 - - 550

Increase due to acceptance from lease - - 2 688 276 - - 2 964

Increase due to advance for non-current assets and non-current assets under construction - - - - 27 739 3 672 31 411

Decrease due to disposal - (2 016) (1 001) - - - (3 017)

Name of entity:






MACHINERY AND

EQUIPMENT

MEANS OF TRANSPORT

OTHER NON-CURRENT

ASSETS


CONSTRUCTION


ASSETS

TOTAL

Decrease due to liquidation (16) (457) (721) (1 266) - - (2 460)

Decrease resulting from re-classification to the assets held for sale (356) (10 193) (109) - - - (10 658)

Settlement of advance payments for non-current assets and non-current assets under construction

- - - - (25 382) (2 729) (28 111)

The other financial assets impairment write-downs - 10 - 124 - - 134

Name of entity:






MACHINERY AND

EQUIPMENT

MEANS OF TRANSPORT

OTHER NON-CURRENT

ASSETS


CONSTRUCTION


ASSETS

TOTAL

Amortization and depreciation (2 491) (7 788) (1 893) (7 012) - - (19 184)

Decrease of the present depreciation due to disposal - 1 534 858 - - - 2 392

Decrease of the present depreciation due to liquidation 16 446 721 880 - - 2 063

Decrease of present depreciation due to re-classification – from the assets held for sale 270 10 024 108 - - - 10 402

Other changes- gross (435) (263) (19) (4) - - (721)

Name of entity:






MACHINERY AND

EQUIPMENT

MEANS OF TRANSPORT

OTHER NON-CURRENT

ASSETS


CONSTRUCTION


ASSETS

TOTAL

Other changes- depreciation 34 83 8 - - - 125

Amount net as of 31.12.2013 81 194 31 422 5 923 21 061 5 486 1 147 146 233

Amount net as of 01.01.2014 81 194 31 422 5 923 21 061 5 486 1 147 146 233

Change due to acquisition /exemption of the entity 15 239 2 001 276 180 60 - 17 756

Increase due to purchase - 6 447 1 120 9 843 - 17 17 427

Increase due to modernization 1 444 679 - 895 - - 3 018

Name of entity:






MACHINERY AND

EQUIPMENT

MEANS OF TRANSPORT

OTHER NON-CURRENT

ASSETS


CONSTRUCTION


ASSETS

TOTAL

Increase due to own production - 1 349 - 318 - - 1 667

Increase due to acceptance from lease - 759 1 144 1 437 - - 3 340

Increase due to advance for non-current assets and non-current assets under construction - - - - 24344 2 474 26818

Decrease due to disposal (1 727) (623) (762) (15) - - (3 127)

Decrease due to liquidation (201) (637) (170) (4 174) - - (5 182)

Settlement of advance payments for non-current - - - - (23 885) (2 301) (26 186)

Name of entity:






MACHINERY AND

EQUIPMENT

MEANS OF TRANSPORT

OTHER NON-CURRENT

ASSETS


CONSTRUCTION


ASSETS

TOTAL

assets and non-current assets under construction

The other financial assets impairment write-downs 1 9 - - - - 10

Amortization and depreciation (2 816) (8 118) (2 283) (7 037) - - (20 254)

Decrease of the present depreciation due to disposal 1 650 483 626 120 - - 2 879

Decrease of the present depreciation due to 173 635 131 4 152 - - 5 091

Name of entity:






MACHINERY AND

EQUIPMENT

MEANS OF TRANSPORT

OTHER NON-CURRENT

ASSETS


CONSTRUCTION


ASSETS

TOTAL

liquidation

Other changes- gross 91 (90) (2) 136 - - 135

Other changes- depreciation (9) (15) (1) 22 (21) - (24)

Amount net as of 31.12.2014 95 039 34 301 6 002 26 938 5 984 1 337 169 601

As of 31.12.2013

Gross value 99 476 90 815 13 327 103 892 5 486 1 147 314 143

Name of entity:






MACHINERY AND

EQUIPMENT

MEANS OF TRANSPORT

OTHER NON-CURRENT

ASSETS


CONSTRUCTION


ASSETS

TOTAL

Sum of present depreciation of write-downs (18 282) (59 393) (7 404) (82 831) - - (167 910)

Net amount 81 194 31 422 5 923 21 061 5 486 1 147 146 233

As of 31.12.2014

Gross value 114 322 100 700 14 933 112 512 6 005 1 337 349 809

Sum of present depreciation of write-downs (19 283) (66 399) (8 931) (85 574) (21) - (180 208)

Net amount 95 039 34 301 6 002 26 938 5 984 1 337 169 601

Name of entity:





The off-balance sheet P, P &E of the Group (presented below) include the leased real properties, perpetual usufruct right and non-current assets used for the social activity.

DESCRIPTIONas of

31.12.2014 31.12.2013

Lands and buildings 6 547 7 957

Machinery and equipment 1 017 497

Means of transport 40 257

Total 7 604 8 711

Name of entity:





DESCRIPTIONas of

31.12.2014 31.12.2013

Gross amount of all fully amortized PP&E being used 83 358 84 150

Amount of borrowing costs capitalised in the relevant period - 6

Reporting amount of P, P&E securing the liabilities 64 523 51 897

Apator S.A. established mortgage on the properties located in the Pomeranian Special Economic Zone in Ostaszewo to the amount of PLN 40 000 k as the collateral of the credit taken from Bank Handlowy w Warszawie S.A.

Name of entity:





The registered pledge to the maximum amount of hedge PLN 15 639 k as the collateral of the loan for acquisition of Apator Elkomtech SA shares taken in Bank Handlowy w Warszawie SA was established on P, P &E of Apator SA(Note 8.32).

As of December 2014 two mortgages (in total amount of EUR 3 000 k) were established on the real estate of Apator Powogaz SA in Poznań in order to secure the investment credit taken in Raiffeisen Bank to acquire 100% of shares in Apator Metra.The compulsory mortgage on the real property located of Apator Powogaz SA in Pniewy in the amount of PLN 117 k was established as the collateral for the liability toward the starost of Szamotuły due to transformation of the perpetual usufruct into the ownership right.

Name of entity:





In connection with the credit agreement concluded by Apator Mining, the mortgage to the amount of PLN 5 200 k was established on the company’s real estate.

The mortgage amounting to PLN 12 000 k was established on the real properties of FAP Pafal SA in connection with the overdraft agreement.

As of December 31, 2014 there are not any assumptions for the impairment of the essential P, P&E.Specification changes in write-offs is presented below.

DESCRIPTIONLANDS AND

BUILDINGS

MACHINERY AND EQUIPMENT

OTHER NON-CURRENT ASSETS TOTAL

Name of entity:





Amount of write-offs as of 01.01.2013 2 233 570 127 2 930

Use of allowance-–write-off - (10) (124) (134)



Use of allowance-–write-off (1) (9) - (10)


The Group has property, plant and equipment used in social activity.Information on these assets is presented in the following table.

Name of entity:






MACHINERY AND

EQUIPMENT

MEANS OF TRANSPORT

,

OTHER NON-

CURRENT ASSETS

NON-CURRENT ASSETS UNDER CONSTRUCTIO

N

TOTAL

Amount net as of 01.01.2013 1 405 2 - 266 329 2 002

Increase due to modernization 454 - - - - 454

Increase due to advance for non-current assets and non-current assets under construction - - - - 125 125

Settlement of advance payments for non-current assets - - - - (454) (454)

Name of entity:





and non-current assets under construction

Amortization and depreciation (56) (1) - (52) - (109)

Amount net as of 31.12.2013 1 803 1 - 214 - 2 018

Amount net as of 01.01.2014 1 803 1 - 214 - 2 018

Increase due to purchase - 20 - 6 - 26

Increase due to modernization 166 - - - - 166

Increase resulting from re-classification- other 4 47 - - 51

Increase due to advance for non-current assets and non-current assets under construction - - - - 198 198

Name of entity:





Settlement of advance payments for non-current assets and non-current assets under construction - - - - (192) (192)

Amortization and depreciation (70) (2) (53) (125)

Decrease of present depreciation due to re-classification – other - (4) (47) - - (51)

Other movements 90 - - - - 90

Amount net as of 31.12.2014 1 989 19 - 167 6 2 181

Name of entity:





8.6. Investment properties

WYSDESCRIPTION

In the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013

Amount at the beginning of the period 1 721 1 735

Decrease due to liquidation - (143)

Net exchange differences from translation of the financial statement into the reporting currency 6 (31)

Increase of fair value - 162

Name of entity:





Decrease of fair value (84) (2)

Amount at the end of the period 1 643 1 721

There properties were measured at fair value by the independent appraiser.

Revenues and costs due to investment properties are presented in the following table.

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013

Income from rent recognized in the current profit 152 236

Direct operating costs referring to the investment properties which carried the income from rent in the period 26 126

Carrying amount of investment properties securing liabilities 407 401

Name of entity:





As of December 31, 2014 the Group measured the investment property by the reference to the market transaction prices related to the similar properties.Owing to the low value of revaluation, the revaluation allowance is made once a year.

The Group classifies the investment properties to the second level of fair value hierarchy.

8.7. Investments in jointly controlled entitiesInvestments in jointly controlled entities are the joint ventures of the Group.A nature of these investments enables to adopt the strategic decisions on these entities jointly.

Name of entity:





Data on the jointly controlled entities are presented in the following tables.

DESCRIPTIONCOMPANY’S NAME

OOO APATOR ELEKTRO GWI Ltd. ZAO TEPLOVODOMER

Percentage of held shares as of 31.12.2014 50,00% 50,00% 50,00%




Name of entity:






TOTAL APATOR ELEKTRO Sp. z o.o.

GEORGE WILSON INDUSTRIES Ltd.

TEPLOVO-DOMER

Amount as of 01.01.2013 - 3 337 3 234 6 571

Changes of equity due to dividend - - (2 094) (2 094)

Interest in profits (losses) of jointly controlled entities 14 (413) 1 687 1 288

Net exchange differences from translation of the financial statement into the reporting currency 8 - (219) (211)

Name of entity:








TEPLOVO-DOMER

Change due to unrealized margin on sale (346) - (202) (548)

Other movements 324 - (51) 273

Amount as of 31.12.2013 - 2 924 2 355 5 279

Amount as of 01.01.2014 - 2 924 2 355 5 279

Changes of equity due to dividend - - (1 554) (1 554)

Interest in profits (losses) of jointly controlled entities 2 3 770 270 4 042

Name of entity:








TEPLOVO-DOMER

Net exchange differences from translation of the financial statement into the reporting currency (8) - (858) (866)

Change due to unrealized margin on sale (58) - 395 337

Other movements 64 10 508 (91) 10 481

Amount as of 31.12.2014 - 17 202 517 17 719

DESCRIPTION APATOR ELEKTRO Sp. GEORGE WILSON TEPLOVODOMER TOTAL

Name of entity:





z o.o. INDUSTRIES Ltd.

Amount as of 31.12.2014

Non-current assets 14 8 256 128 8 398

Current assets 4 094 15 652 13 148 32 894

Long-term liabilities (1 023) (18 580) - (19 603)

Current liabilities (3 051) (5 443) (9 424) (17 918)

Net assets 34 (115) 3 852 3 771

Adjustment due to the margin retained on inventories (809) - (2 818) (3 627)

Net assets to calculate the share (775) (115) 1 034 144

Name of entity:





Group’s share in net assets (388) (58) 517 71

Total revenues 8 700 37 245 49 668 95 613

Net profit (loss) 5 7 540 540 8 085

Total comprehensive income 5 7 540 540 8 085

Group share in net profit (loss) 3 3 770 270 4 043

Amount as of 31.12.2013

Non-current assets 73 8 579 229 8 881

Current assets 3 770 8 160 14 957 26 887

Long-term liabilities (1 567) (18 685) - (20 252)

Name of entity:





Current liabilities (2 231) (3 265) (6 867) (12 363)

Net assets 45 (5 211) 8 319 3 153

Adjustment due to the margin retained on inventories (693) - (3 608) (4 301)

Net assets to calculate the share (648) (5 211) 4 711 (1 148)

Group share in net assets (324) (2 606) 2 356 (574)

Total revenues 15 082 22 040 63 303 100 425

Net profit (loss) 28 (826) 3 374 2 576

Total comprehensive income 28 (826) 3 374 2 576

Group share in net profit (loss) 14 (413) 1 687 1 288

Name of entity:





8.8. Other financial assets

WYSDESCRIPTIONas of

31.12.2014 31.12.2013

Other long-term financial assets - 284

Derivatives 284

Other short-term financial assets 2 455 4 522

Shares of the companies permitted to public trade 1 1

Derivatives 1 164 3 283

Name of entity:





Bill of exchanges 1 290 1 238

Other financial assets, including: 2 455 4 806

- in other entities 2 455 4 806

Data referred to the revaluation allowances are presented in the following table.

DESCRIPTION

as of

od 01.01.2014 od 01.01.2013

do 31.12.2014 do 31.12.2013

Name of entity:





Write-downs at the beginning of the period 237 211

Increase- establishment of write-down charged against the current profit (+) - 160

Decrease- unused amounts written-off to revenues (26) (134)

Use of allowance-–write-off (1) -

Write-offs at the end of period 210 237

8.9. InventoriesWYSDESCRIPTION as of

Name of entity:





31.12.2014 31.12.2013

Materials 40 892 35 891

Products in progress 29 447 28 717

Finished products 27 026 26 662

Goods 3 073 2 745

Advances for deliveries 1 192 1 344

Total inventories 101 630 95 359

Changes in the inventories write-down are presented below.

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.01.

to 31.12.2014 to 31.12.2013

Inventories write-down in total

Write-downs at the beginning of the period 5 307 4 668

Change due to acquisition of the entity 839 -

Increase- establishment of write-down charged against the current profit (+) 2 545 2 952

Decrease- unused amounts written-off to revenues (3 122) (2 262)

Use of allowance-–write-off (267) -

Name of entity:






Write-offs at the end of period 5 309 5 307

Additional information referring to the inventories is presented in the following table.

DESCRIPTIONAs of

31.12.2014 31.12.2013

Amount of inventories recognized as the cost in the period 555724 537 188

Name of entity:





Amount of inventories hedging liabilities 38 950 31 000

8.10. Trade receivables and other receivablesInformation on trade receivables and other receivables is presented in the following table

Descriptionas of

31.12.2014 31.12.2013

Long- term receivables 7 507 5 719

Name of entity:





Descriptionas of

31.12.2014 31.12.2013

Receivables due to non-current assets and intangible assets sold - 5

Deposits, bid bonds 431 359

Long- term receivables 7 076 5 355

Short-term receivables, including 170 170 140 056

Trade receivables 136866 116 106

Current receivables 120756 102 772

Overdue receivables to 1 month 12 249 10 505

Name of entity:





Descriptionas of

31.12.2014 31.12.2013

Overdue receivables up to 1 to 3 months 3 239 2 149

Overdue receivables up to 3 to 6 months 639 1 300

Overdue receivables up to 6 months to 1 year 577 377

Overdue receivables over 1 year 3 262 2 468

Write-down of entitlements (3 856) (3 465)

Receivables due to corporate income tax 145 1 314

Receivables due to other taxes, subsidies, customs and social insurances 8 947 5 465

Name of entity:





Descriptionas of

31.12.2014 31.12.2013

Receivables due to other taxes, subsidies, customs and social insurances 8 965 5 546

Receivables due to other public and law settlements 1 623 1 623

Tax receivables revaluation allowance (1 641) (1 704)

Other current receivables 24 212 17 171

Receivables due to non-current assets and intangible assets sold 400 358

Deposits, bid bonds 2 333 1 488

Claims and disputes 73 68

Name of entity:





Descriptionas of

31.12.2014 31.12.2013

Prepayments- advances for purchase of services 578 823

Other receivables 21 375 14 966

Write-down of other short-term receivables (547) (532)

Total receivables, including: 177677 145 775

-From affiliates/subsidiaries 8 984 5 739


Name of entity:





The following table presents the data referring to the write-down of entitlements.

DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Write-down of entitlements, total

Write-downs at the beginning of the period 5 701 5 464

Increase- establishment of write-down charged against the current profit (+) 1 158 1 407

Decrease- unused amounts written-off to revenues (702) (697)

Name of entity:





Use of allowance-–write-off (122) (424)


Write-offs at the end of period 6 044 5 701

Additional information referring to the receivables is presented in the following table.

DESCRIPTIONas of

31.12.2014 31.12.2013

Carrying amount of receivables securing liabilities 14434 23 750

Name of entity:





Moreover, Apator S.A. has also the silent transfer of receivables in the amount at least 30% of the total trade turnover as the credit collateral.

8.11. Loans grantedApator Metrix SA granted the jointly controlled entity loans amounting to GBP 1 875 000.In 2014 the part of the loan amounting to GBP 175 k was repaid and the balance of the loan at the end of 2014 amounted to GBP 1 700 k.The loan interest rate is at the base rate of Barclays Bank PLC plus 3 pp and the final repayment date is 31.11.2016 (at once payment at the end of the maturity period).The loans granted by the Company were recognized in the financial statements as financial assets in the item loans and receivables and were measured at amortized cost.

Name of entity:





Information on granted loans was presented in the following table:

DESCRIPTIONas of

31.12.2014 31.12.2013

Granted long-term loans, including: 9 016 8 994

Payable over 1 year to 2 years 530 1 079

Payable over 2 years to 5 years 8 486 7 915

Total granted loans, including: 9 016 8 994


Name of entity:





8.12. Cash and cash equivalentsThe short-term deposits are established for various periods from one day to three months depending on the current need of the Company for financial assets and bear the interest pursuant to the agreed interest rates.

The specification of cash and cash equivalents is presented in the following table:

DESCRIPTIONas of

31.12.2014 31.12.2013

Cash in hand 177 120

Cash at bank 31 837 14 589

Name of entity:





Short-term deposits 30 088 3 530

Total cash and cash equivalents 62 102 18 239

Information on cash is presented below.

DESCRIPTIONas of

31.12.2014 31.12.2013

Carrying amount of non-current assets securing liabilities 29 176 6 393

Name of entity:





The amount of cash securing liabilities as of 31.12.2014 included the restricted cash amount of PLN 363 k.

8.13. Deferral accountsInformation related to accrued and deferred assets and liabilities is presented in the following table.

DESCRIPTIONas of

31.12.2014 31.12.2013

Long-term deferral accounts 2 9

Certification, legalization - 5

Name of entity:





Insurances 1 -

Other accrued and deferred assets and liabilities 1 4

Short-term deferrals 2 047 1 636

Administration fees 65 74

Certification, legalization 149 157

Insurances 623 606

IT services 235 258

Marketing services 309 253

Trainings 39 6

Name of entity:





repairs 23 -

Other accrued and deferred assets and liabilities 604 282

8.14. Non-current assets held for sale

DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Amount at the beginning of the period 256 -

Name of entity:





Increase resulting from re-classification - 256

Decrease due to disposal (256) -

Amount at the end of the period - 256

Name of entity:





8.15. Share capital

DESCRIPTIONas of

31.12.2014 31.12.2013

Number of shares 33 107 028 33 107 028

Nominal value per one share 0,10 0,10

Share capital 3 311 3 311

Name of entity:





The shareholding structure as of December 31, 2014 is presented in the following table.

Name Registered shares Bearer shares Sum of shares Number of

votesShare in capital Share in votes

Apator Mining sp. z o. o. - 3 600 000 3 600 000 3 600 000 10,87% 6,40%

Mariusz Lewicki 1 164 669 884 331 2 049 000 5 543 007 6,19% 9,85%

Tadeusz Sosgórnik 993 102 907 401 1 900 503 4 879 809 5,74% 8,67%

Danuta Guzowska 954 214 566 065 1 520 279 4 382 921 4,59% 7,79%

Zbigniew Jaworski 760 848 569 100 1 329 948 3 612492 4,02% 6,42%

Janusz Marzygliński 818 092 224 639 1 042 731 3 497 007 3,15% 6,21%

Name of entity:





Name Registered shares Bearer shares Sum of shares Number of

votesShare in capital Share in votes

Others 3 033 205 18 631362 21 664567 30 764182 65,44% 54,66%

TOTAL 7 724 130 25 382 898 33 107 028 56 279 418 100,00% 100,00%

8.16. Other capitals

DESCRIPTIONas of

31.12.2014 31.12.2013

Name of entity:





SUPPLEMENTARY CAPITAL FROM PREMIUM SHARES 15 142 15 142

Other supplementary capital 256 581 207 219

Own shares (3 524) (3 524)

Reserve Capitals 4 000 4 000

Total other capitals 272 199 222 837

Name of entity:





DESCRIPTIONSUPPLEMENTARY

CAPITAL FROM PREMIUM SHARES

OTHER SUPPLEMENTARY

CAPITAL

OWN SHARES

RESERVE CAPITALS TOTAL

As of 01.01.2013 15 142 171 353 (3 524) 4 000 186 971

Increase in the period from 01.01.2013 to 31.12.2013 - 35 866 - - 35 866

Profit distribution - 35 866 - - 35 866

As of 31.12.2013 15 142 207 219 (3 524) 4 000 222 837

As of 01.01.2014 15 142 207 219 (3 524) 4 000 222 837

Increase in the period from 01.01.2014 to 31.12.2014 - 49 817 - - 49 817

Name of entity:





Profit distribution - 49 817 - - 49 817

Decrease in the period from 01.01.2014 to 31.12.2014 - (455) - - (455)

Coverage of loss from previous year with supplementary capital - (455) - - (455)

As of 31.12.2014 15 142 256 581 (3 524) 4 000 272 199

DESCRIPTIONas of

31.12.2014 31.12.2013

Name of entity:





Reserve capital for dividend 4 000 4 000

Total reserve capitals 4 000 4 000

Profit distribution in the parent entity Apator S.A.

Pursuant to the Resolution No. 19/VI/2014 of the General Meeting of Shareholders of APATOR S.A. of June 16, 2014 the following profit distribution for the year 2013 in the amount of PLN 51 299 148.28 was made:

Dividend PLN 19 864 216.80 Supplementary capital: PLN 31 434 931.48

Name of entity:





The advance payment in the amount of PLN 9 932 108.40 so 0.30 PLN per share was paid for the expected dividend from the profit of 2013.The advance payment for the expected dividend payment in 2013 was made on December 23, 2013.33 107 028 registered shares of A series and bearer shares of A, B and C series were entitled to receive the remained part of dividend. The right to remained part of dividend in the total amount of PLN 9 932 108.40 will be achieved by the shareholders holding the shares of APATOR S.A. as of June 24, 2014.The payment of the remained part of dividend in the amount of PLN 0.30 per share was made on July 8, 2014.

Pursuant to the Resolution No. 20/VI/2014 of the Ordinary General Meeting of Shareholders Apator S.A. of June 16, 2014 the undivided net profit for 2012, as result of adjustment due to the amendment to IAS 19 “Employee benefitsin the amount of PLN 48 664.20 was designated to the supply of the supplementary capital.

Name of entity:





On November 6, 2014 the Management Board of Apator SA took decision on the payment of the advance payment for the expected dividend from the profit of 2014 in the total amount of PLN 9 932 108.40, so PLN 0.30 gross per share.33 107 028 registered shares of A series and bearer shares of A, B and C series were entitled to the advance payment for the expected dividend in 2014.The right to receive the advance payment for the expected dividend was granted to the shareholders holding Apator SA shares as of December 5, 2014 and the payment was made on December 12, 2014.

8.17. Non-Controlling InterestInformation on NCI was presented in the following table.

Name of entity:





NAME OF SUBSIDIARYas of

31.12.2014 31.12.2013

Apator Telemetria Sp. z o.o., 1 988 1 426

APATOR METROTEKS 45 156

Non-Controlling Interest in total 2 033 1 582

Descriptionas of

31.12.2014 31.12.2013

Profit or loss attributed to NCI, including:

Name of entity:





Apator Telemetria Sp. z o.o. 889 636

APATOR METROTEKS (3) 22

Total 886 658

Ownership interest/voting rights held by NCI

Apator Telemetria Sp. z o.o. 38,4% 38,4%

APATOR METROTEKS 39,0% 39,0%

Name of entity:





8.18. Borrowings

WYSDESCRIPTIONas of

31.12.2014 31.12.2013

Long-term credits and loans 71 608 8 665

Payable over 1 year to 2 years 25 570 3 036

Payable over 2 years to 5 years 46 038 5 629

Short-term credits and loans 94 008 48 629

Total credits and loans including: 165 616 57 294

Name of entity:






Parent entity APATOR SA

Credit (1)

Name of bank Bank Handlowy w Warszawie SA

Date of agreement and possible annexes to the agreement May 27, 2004, the last annex to the agreement of September 5, 2014

Name of entity:





Credit amount PLN 30 000 k - overdraft

Term of the credit payment August 10, 2016

Type of collateral Transfer of debts in the amount of PLN 6 000 kMortgage on the real estate up to the amount of PLN 40 000 k

Interest rate WIBOR 1M + margin year to year

Credit (2)

Name of bank Raiffeisen Bank Polska SA

Name of entity:





Date of agreement and possible annexes to the agreement June 16, 2005, the last annex to the agreement of April 7, 2014

Credit amount PLN 17 500 k limit in overdraft and guarantee

Term of the credit payment April 8, 2016

Type of collateralPower of attorney to the current accountSilent transfer of dues in the amount of at least30% of total trade turnover


Name of entity:





Credit (3)


Date of agreement and possible annex to the agreement 19 August 2014, annex of April 9, 2014

Credit amount PLN 98.412 k

Term of the credit payment 1stinstalment payable on December 31, 2014 in the amount of PLN 10 000 k,2nd to 8thinstalmentamounting to PLN 11 250 k – at the end of June and December of each year accordingly

Name of entity:





9thinstalment amounting PLN 9 662 k - December 31, 2018

Type of collateral Registered pledge to the highest insurance amount PLN 60 M established on 1.8 M of own shares of Apator SA held by subsidiary Apator Mining Sp. z o.o.;Registered pledge on 100% shares of Apator Elkomtech SA; Registered pledge on the non-current assets of Apator SA amounting to PLN 15,6 M with assignment of rights from the insurance agreement;Mortgage to the amount of PLN 40 M on the property of Apator SA located in Ostaszewo along with the assignment of rights form the

Name of entity:





insurance agreement;Suretyship of subsidiary Apator Powogaz SA to the amount of PLN 100 M.


Name of entity:





Subsidiary Apator Metrix SA

Credit (4)

Name of bank Bank Millenium SA

Date of agreement and possible annexes to the agreement

May 27, 2004, the last annex to the agreement of February 25, 2013


Term of the credit payment February 28, 2015

Type of collateral Ordinary mortgage

Name of entity:






Credit (5)


Date of agreement and possible annexes to the agreement September 3, 2012, no annexes

Credit amount PLN 8 000 k

Term of the credit payment September 2, 2017

Name of entity:





Type of collateral Cap mortgage


Subsidiary Apator Mining Sp. z o.o.

Credit (6)

Name of bank ING Bank Śląski SA

Date of agreement and possible annex to the May 26, 2011, the last annex to the agreement of

Name of entity:





agreement February 23, 2014

Credit amount 4 000 k PLN - overdraft

Term of the credit payment May 24, 2015

Type of collateral Mortgage on property


Name of entity:





Subsidiary APATOR POWOGAZ SA

Credit (7)


Date of agreement and possible annex to the agreement December 14, 2010

Credit amount EUR 2.000 kInvestment credit

Term of the credit payment December 29, 2017

Type of collateral Ordinary mortgage in the amount of EUR 3 M;

Name of entity:





assignment of debts from insurance policy; authorisation to bank accounts

Interest rate EURIBOR 1M + margin year to year

Subsidiary Apator Rector Sp. z o.o.

Credit (8)


Name of entity:





Date of agreement and possible annex to the agreement

March 6, 2009, the last annex to the agreement of May 29, 2013



Type of collateral Receivables assignment


Credit (9)

Name of entity:







October 23, 2013, the last annex to the agreement of November 26, 2014

Credit amount PLN 3 000 k- limit of debt

Term of the credit payment December 30, 2016

Type of collateral Authorization to bank account


Name of entity:





Subsidiary Apator Metrix SA

Credit (10)



February 20, 2013, the last annex to the agreement of February 24, 2014


Term of the credit payment 27 February 2015

Type of collateral Authorization to bank account

Name of entity:






Subsidiary FAP Pafal SA

Credit (11)

Name of bank BZ WBK SA

Date of agreement and possible annexes to the agreement July 10, 2009, Annex of December 1, 2011


Name of entity:





Term of the credit payment June 30, 2015

Type of collateral

Mortgage on the real estate amounting to PLN 12 M; registered pledge on inventories amounting to PLN 4 M, assignment of rights from the insurance policy; authorization to the bank account;


Subsidiary Apator Control Sp. z o.o.

Name of entity:





Credit (12)

Name of bank PKO BP SA

Date of agreement and possible annexes to the agreement May 5, 2014

Credit amount PLN 4 000 k – multi-purpose open-end credit


Type of collateral registered pledge on inventories amounting to PLN M, assignment of rights from the insurance policy;

Interest rate WIBOR 1M + margin year to yearName of entity:





In the reporting period the companies of the capital group Apator paid the liabilities from the credit agreements.

Apator Powogaz SA has the credit in EUR.The debt balance as of the end of the period is EUR 867 k.The other credits were granted in Polish zloty.

The specification of borrowing liabilities is presented below.

DESCRIPTION

COMMITMENT COSTS COMMITMENT COSTS

as of From 01.01.2014- as of From 01.0

31.12.2014 to 31.12.2014 31.12.2013 to 31.12.2013

Credits 165 616 5 517 57 294 2 435

Name of entity:





Total 165 616 5 517 57 294 2 435

Name of entity:





8.19. Provisions and liabilities due to employee benefits

Name of entity:



PROVISIONS FOR LIABILITIES PROVISIONS/LIABILITIES PROVISIONS FOR LIABILITIES

TOTAL DESCRIPTION

RETIREMENT BENEFITS AND

JUBILEE AWARDS

RESTRUCTURING PROVISION (benefits)

BONUSES LEAVES GUARANTEES

PROVISIONS DUE TO AGREMENT ON INCOMPLETED

IMPLEMENTATION SERVICES (penalties,

compensations)

OTHERSPROVISION FOR

UNREALIZED MARGIN ON SALE TO AFFILIATE

Provisions as for 01.01.2013 (+) 8 727 1 323 4 751 2 559 3 864 206 156 108 21 694

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Change due to acquisition (+)/exemption (-) of the entity - - - - (40) (1 912) - - (1 952)

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Increase- establishing the write-down charged against the current profit (+) - 277 5 550 1 020 4 391 2 094 50 216 13 598

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Decrease- unused amounts debited the account: revenues (-) (324) - - - - - (9) - (333)

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Used provisions –settlements with the costs (-) (365) - (4 534) (387) (2 746) - (120) - (8 152)

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Revaluation of provision recognized in other comprehensive income 55 - - - 55

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Net exchange differences from translation of the financial statement into the reporting currency - - (12) (11) (10) - - - (33)

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Provisions as of 31.12.2013, including: 8 093 1 600 5 755 3 181 5 459 388 77 324 24 877

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


- Long-term provisions 6 951 - - - - - - - 6 951

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


- Short-term provisions 1 142 1 600 5 755 3 181 5 459 388 77 324 17 926

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Provisions as of 01.01.2014 8 093 1 600 5 755 3 181 5 459 388 77 324 24 877

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Change due to acquisition (+)/exemption (-) of the entity 400 - - 581 - - - - 981

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Increase- establishing the write-down charged against the current profit (+) 889 - 5 861 872 3 002 - 1 655 64 12 343

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Used provisions –settlements with the costs (-) (996) (140) (5 924) (581) (2 706) (388) (50) - (10 785)

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Revaluation of provision recognized in other comprehensive income 376 - - - 376

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Net exchange differences from translation of the financial statement into the reporting currency - - 2 2 4 - - - 8

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


Provisions as of 31.12.2014, including: 8 762 1 460 5 694 4 055 5 759 - 1 682 388 27 800

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


- Long-term provisions 8 016 - - - 391 - - - 8 407

Name of entity:




TOTAL DESCRIPTION


JUBILEE AWARDS





compensations)

OTHERSPROVISION FOR


- Short-term provisions 746 1 460 5 694 4 055 5 368 - 1 682 388 19 393

Name of entity:



Name of entity:



Employee benefits- actuarial assumptions

The main actuarial assumptions adopted as of the end of the period (expressed as the average-weighted amounts):

Discount rate as at 31 December 2014 3.15% Future increase of salaries 2.3% (for Apator SA 0.0%) Number of employees 2.145

The assumptions referred to the future mortality and disability are based on the published mortality statistics and tables.

Name of entity:





The mobility parameters are also applied:

For the persons to 40 years old 5% For persons from 41 to 45 years old 4% For persons from 46 to 50 years old 3% For persons over 50 years old 1%

Retirement benefits and jubilee awards

Name of entity:





Pursuant to the remuneration regulations, the Group established provisions for the employee benefits, which are calculated by the independent actuary- Biuro Usług Aktuarialnych Michał Stańczuk.

The employees awarded by the invalidity pension or retired are entitled to the at once retirement benefit in the amount specified by the Collective Agreement.However, jubilee awards are paid to employees with at least 25 years of service, whereas the assessment basis for the period before employment in the Group is the minimum salary and for the period of employment in the Group is the basic salary.

Restructuring provisions

Name of entity:





The plan of restructuring in Fabryka Aparatury Pomiarowej "PAFAL” S.A. was developed due to the fact that the production of electronic meters for measurement of electric energy consumption was completed.Finally this production will be performed in Apator SA that is compliant with the Group’s strategy.

As a result of restructuring, the employment in the subsidiary is expected to be limited by 128 persons.The total costs of employment restructuring composed of severance pays for the dismissed employees, compensations for the shortened period of notice and payment of unused leaves equivalents are estimated as PLN 1 323 106.00.

Except for the human factor, the analysis also included the non-current and current asses used in this production process that caused the increase of the provision established in 2011 by the amount of PLN 276 894.00.

Name of entity:





The activity plan of the company PAFAL S.A. assumed that to the end of 2012 this entity will have finished the production of electronic meters for measurement of electric energy consumption at all.In 2012 and 2013 the production of electronic meters was continued and there are not any circumstances indication the need of employment reduction.In 2014 the process of transferring the production to Apator SA started and Property, Plant and Equipment used for production of the electronic meters were sold.It resulted in termination of the employment contracts of persons working at the production and in use of the provision amounting to PLN 140 k.Finally, the end of production of these meters is anticipated in 2015.

Bonuses

Name of entity:





The Group establishes provisions for the bonuses granted to the employees of the Group under the regulations of the remuneration by-laws.

Guarantees

The provision for the guarantee repairs is mainly related to the sales of instruments produced by the Group in the reporting periods ending December 31, 2012, December 31, 2013 and December 31, 2014.This provision is estimated under the historical data referred to the share of defective products in comparison to the revenues from sale of these products.

Provisions due to agreements on unfinished implementation services

Name of entity:





The provision due to agreement on unfinished implementation agreements is established when the one of the conditions of the agreement is not meet and this causes the liability arise (contractual penalties).

8.20. LiabilitiesInformation on liabilities is presented in the following table.

DESCRIPTIONas of

31.12.2014 31.12.2013

Long-term liabilities 22 118 11 904

Name of entity:





DESCRIPTIONas of

31.12.2014 31.12.2013

Investment liabilities 5 377 5 758

Liabilities due to acquisition of shares (note 8.32) 14 054 3 546

Finance lease liabilities 2 616 2 594

Liabilities due to derivatives 65 -

Other liabilities 6 6

Short-term liabilities, including: 90991 101 735

Trade liabilities 52 843 52 474

Name of entity:





DESCRIPTIONas of

31.12.2014 31.12.2013

Current liabilities 47 268 46 091

Overdue liabilities 5 575 6 383

Liabilities due to corporate income tax 7 864 6 134

Liabilities due taxes, customs and social insurances 14 651 9 606

Other short-term liabilities 15 633 33 521

Liabilities due to pay roll 4 002 3 096

Liabilities due to dividend 91 101

Name of entity:





DESCRIPTIONas of

31.12.2014 31.12.2013

Liabilities due to derivatives 818 -

Finance lease liabilities 2 558 2 062

Investment liabilities 1 943 4 371

Liabilities due to put option for NCI of subsidiary (item 1.4 of the Financial Statements) - 17 758

Prepayments - advance payments received for deliveries 861 914

Receivables accruals 465 726

Other liabilities 4 895 4 493

Name of entity:





DESCRIPTIONas of

31.12.2014 31.12.2013

Total liabilities, including: 113 109 113 639

- To affiliates/subsidiaries - 15


8.21. Income taxWYSDESCRIPTION In the period

Name of entity:





From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Statement of profit and loss and other comprehensive income

Current income tax 18 930 16 088

Current burdens due to income tax 18 925 16 094

Adjustments to current tax from previous years 5 (6)

Deferred income tax 1 732 (1 872)

Related to establishment and reversal of temporary differences (337) (1 175)

Tax relief due to activity in PSEZ 2 069 (697)

Name of entity:





Tax burden presented in the statement of profit and loss and other comprehensive income 20 662 14 216

Statement of changes in equity

Deferred income tax (611) 195

Net loss due to revaluation of cash-flows hedges (34) -

Net deferred income tax recognized in the reserve capital at first application of IAS 39 (42) -

Net deferred income tax from the cash-flows hedges settled within fiscal year (430) 205

Net deferred income tax from the assets available for sale sold within fiscal year (11) -

Others 4 -

Deferred income tax from revaluation of provision for defined benefit programme (98) (10)

Name of entity:





Tax burden (benefit) presented in equity (611) 195

The deferred tax is presented in the following table.

Name of entity:





DESCRIPTIONBeginning

of the period

Change due to acquisition /exemption of the entity

Net exchange differences from translation of the

financial statement into the reporting

currency

Crediting (charging) the profit due to change of the

temporary differences and

tax loss

Increase (decrease) of equity due to

changes of temporary differences

End of the period

Deferred income tax within the period from 01.01.2013 to 31.12.2013

Assets due to deferred tax 29 150 (636) (15) 3 795 (50) 32 244

Provision for benefits for employees 2 263 - (2) 2 10 2 273

Provisions for bonuses 836 - - 634 - 1 470

Provision for warranty repairs 773 (8) (2) 347 - 1 110

Name of entity:






of the period




currency



tax loss



End of the period

Deferred costs (liabilities) 647 (468) - 325 - 504

Unpaid remunerations, ZUS contributions 371 1 - 135 - 507

P,P&E and intangible assets revaluation allowances 557 - - (25) - 532

Inventories revaluation allowances 932 - (9) 163 - 1 086

Write-down of the entitlements 417 - - (9) - 408

Name of entity:






of the period




currency



tax loss



End of the period

Measurement to fair value- derivatives 90 - - (25) (60) 5

Measurement to fair value - other financial assets 1 - - - - 1

Tax loss 27 - - (27) - -

Tax relief due to activity in PSEZ 20 006 - - 697 - 20 703

Balance sheet amortization other than tax 119 - - 44 - 163

Name of entity:






of the period




currency



tax loss



End of the period

Inter-group transactions 599 - - 197 - 796

Differences due to lease 150 (134) - (3) - 13

Temporary differences due to long-term contracts (construction contracts) 385 - - 229 - 614

Other non-tax costs in the period 977 (27) (2) 1 111 - 2 059

Name of entity:






of the period




currency



tax loss



End of the period

Provisions due to deferred tax 8 279 (245) (111) 1 923 145 9 991

Measurement to fair value- real property 10 - - 30 - 40

Measurement to fair value- derivatives 363 - - 174 145 682

Balance sheet amortization other than tax 6 164 - (111) (222) - 5 831

Excess of nominal value over the book value of 238 - - - - 238

Name of entity:






of the period




currency



tax loss



End of the period

contribution in kind

Differences due to lease 450 (213) - 122 - 359

Received compensations 225 - - (68) - 157

Temporary differences due to long-term contracts (construction contracts) 496 - - 2 161 - 2 657

Name of entity:






of the period




currency



tax loss



End of the period

Other non-tax revenues in the period 333 (32) - (274) - 27

Tax in the profit of the period/capitals X X X 1 872 (195) X

Assets due to deferred tax 20 871 X X X X 23 715

Provision due to deferred tax in total - X X X X 1 462

Deferred income tax within the period from 01.01.2014 to 31.12.2014

Name of entity:






of the period




currency



tax loss



End of the period

Assets due to deferred tax 32 244 346 (3) (1 341) 331 31 577

Provision for benefits for employees 2 273 187 - (81) 106 2 485

Provisions for bonuses 1 470 - - 20 - 1 490

Sales recognized in the next reporting period - - - 1 - 1

Provision for warranty repairs 1 110 - 1 (17) - 1 094

Name of entity:






of the period




currency



tax loss



End of the period

Deferred costs (liabilities) 504 - - (456) - 48

Unpaid remunerations, ZUS contributions 507 - - 47 - 554

P,P&E and intangible assets revaluation allowances 532 - - (2) - 530

Inventories revaluation allowances 1 086 159 (3) (275) - 967

Write-down of the entitlements 408 - - 53 - 461

Name of entity:






of the period




currency



tax loss



End of the period

Measurement to fair value- derivatives 5 - - 250 225 480

Measurement to fair value- other financial assets 1 - - - - 1

Tax loss - - (1) 2 527 - 2 526

Tax relief due to activity in PSEZ 20 703 - - (2 069) - 18 634

Balance sheet amortization other than tax 163 - - 56 - 219

Name of entity:






of the period




currency



tax loss



End of the period

Inter-group transactions 796 - - (149) - 647

Differences due to lease 13 - - 12 - 25

Temporary differences due to long-term contracts (construction contracts) 614 - - (614) - -

Other non-tax costs in the period 2 059 - - (644) - 1 415

Name of entity:






of the period




currency



tax loss



End of the period

Provisions due to deferred tax 9 991 602 22 391 (280) 10 726

Measurement to fair value- real property 40 - - (16) - 24

Measurement to fair value- derivatives 682 - - (73) (280) 329

Measurement to fair value- other financial assets - - - - - -

Balance sheet amortization other than tax 5 831 600 22 (175) - 6 278

Name of entity:






of the period




currency



tax loss



End of the period

Excess of nominal value over the book value of contribution in kind 238 - - - - 238

Differences due to lease 359 - - 157 - 516

Received compensations 157 - - (157) - -

Temporary differences due to long-term contracts (construction contracts) 2 657 - - 628 - 3 285

Name of entity:






of the period




currency



tax loss



End of the period

Other non-tax revenues in the period 27 2 - 27 - 56

Tax in the profit of the period/capitals X X (24) (1 732) 611 X

Assets due to deferred tax 23 715 X X X X 21 866

Provision due to deferred tax in total 1 462 X X X X 1 015

Name of entity:





Activity in the Special Economic Zone

On May 28, 2010 the Company received the License No. 69/PSSE for conducting the business activity within the Pomeranian Special Economic Zone.

As of the commencement date for the business activity in PSEZ, the assets for deferred income tax were recognized in the amount of PLN 20.357 k due to the usable tax relief (assets as of December 31, 2014 amount to PLN 18 634k).

On June 23, 2014 the Company received the Permit (No. 136/PSSE) for conducting the business activity within the Pomeranian Special Economic Zone.This investment has not been started yet so the related assets have not been recognized.

Name of entity:





Presentation of the effective interest rate:

DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013


Income tax calculated at the applicable rates 20 011 15 593

Tax on income exempt from tax (permanent differences) (809) (859)

- including income covered by the zone relief (395) (394)

Tax on non-tax ded. expenses (permanent differences) 1 936 2 388

Name of entity:





Tax on intragroup transactions (permanent differences) (856) (310)

Tax on items excluded from the financial result of the period 83 118

Assets for SEZ business tax 326 (2 846)

Adjustment of tax losses from previous years 4 164

Other tax deductions (33) (32)

Income tax 20 662 14 216

Effective interest rate 19,61% 17,29%

Name of entity:





The maximum estimated amount of asset due to the tax relief in connection with the business activity conducted within PSEZ amounts to PLN 27 432.

8.22. Prime costs

DESCRIPTION

for the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Amortization and depreciation (24 384) (20 734)

Name of entity:





Materials and energy consumption (295 268) (266 977)

Third party services (80 248) (109 123)

Employee benefits (157 371) (139 160)

Other costs (21 814) (19 356)

Total (579 085) (555 350)

Name of entity:





8.23. Other operating income and costs

WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Operating income 4355 3 528

Profit from sales of P,P&E 2 695 746

Measurement of investment real property - 160

Release of PP&E revaluation allowances 10 134

Name of entity:





WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Release of inventories revaluation allowances 576 -

Use or release of provisions for employee benefits 118 689

Reimbursement of costs (fairs and conferences) 2 -

Compensations received due to PP&E pursuant to IAS 16 163 174

Received compensations and contractual fines 150 694

Name of entity:





WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Received donations 23 23

Court fees, court representation costs reimbursement 69 87

Other revenues 549 821

Operating costs (4001) (6 772)

Cost of liquidated P, P&E (27) (221)

Name of entity:





WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Costs related to liquidation of the non-current assets and intangible assets (22) -

Measurement of investment real property (84) -

Establishing the inventories revaluation allowances - (690)

Establishing receivables revaluation allowances (449) (778)

Establishment of provision for guarantee repairs (284) (1 484)

Name of entity:





WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Establishment of provision for liabilities (335) (1 024)

Inventories scraping (1 021) (1 065)

Inventory deficits (145) (42)

Casualty loss and other damages in property (153) (199)

Discontinued investments - (15)

Name of entity:





WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Given donations (205) (195)

Paid penalties, fines and compensations (206) (530)

Court fees, bailiff fees, court representation costs (93) (91)

Non-obligatory assets (7) (17)

Other costs (970) (421)

Name of entity:





WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Net operating income (costs) 354 (3 244)

Name of entity:





8.24. Financial income and costs

WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Financial income 5 675 5 278

Interest from loans 369 297

Interests from means at bank accounts 313 489

Received interest from notes 165 159

Name of entity:





WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Interests from receivables 220 393

Extinguished interest liabilities 2 1

Other interests 1 3

Release of the shares and stocks value revaluation allowances 26 -

Balance measurement of bills of exchange - 10

Revenues due to currency transactions (including derivatives) 4 541 3 620

Name of entity:





WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Release of receivables revaluation allowances 6 68

Other revenues 32 238

Financial expense (6 725) (8 577)

Interests from credit and loans (4 375) (2 205)

Interests paid to budget (1) (55)

interest from liabilities (42) (70)

Name of entity:





WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Other interests (255) (178)

Sale of shares at purchase price - (1 287)

Establishing the shares value revaluation allowances - (26)

Correcting entry of the balance measurement of bill of exchanges (bonds) (1) (14)

Foreign exchange losses (376) (2 963)

Receivables discount (745) (1 106)

Name of entity:





WYSDESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Commissions from credit and loans (364) (209)

Reduction of the liabilities discount (218) (39)

Bank guarantees and commissions (except for commissions from credits) (161) (382)

Other costs (187) (43)

Net financial revenues (costs) (1 050) (3 299)

Name of entity:





8.25. Explanations to the statement of cash flowsThe following table presents the explanations of inconsistency between these changes from the statement of financial position and changes of this items presented in the statement of cash flows.

DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Movement in inventories

Movement in inventories (6 271) (1 306)

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Inventories as of the acquisition date of a subsidiary (1) 10 191 -

Movement presented in cash-flows statement 3920 (1 641)

Movement in receivables

Movement in long-term receivables (1 788) (4 129)

Movement in trade receivables (20760) (13 395)

Movement of receivables due to corporate income tax 1 169 (1 251)

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Movement in receivables due to other taxes, subsidies, customs and social insurances (3 482) 70

Movement in other receivables (7 041) (11 145)

Receivables as of the acquisition date of a subsidiary (1) 9 021 -

Adjustment with the receivables of the entity excluded from the consolidation - (15 768)

Adjustment with receivables due to income tax (2 558) 1 250

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Adjustment with investment receivables (23) (453)

Other movements (799) 164

Movement presented in cash-flows statement (26 261) (44 657)

Movements in liabilities

Movement in long-term liabilities 10 214 (13 521)

Movement in trade liabilities 369 (13 789)

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Movement in liabilities due to corporate income tax 1 730 (1 472)

Movement in liabilities due to taxes, subsidies, customs and social insurances 5 045 360

Movement in other liabilities (17 888) 14 619

Liabilities as of the acquisition date of a subsidiary (1) (2 286) -

Adjustment with the liabilities of the entity excluded from the consolidation - 17 487

Adjustment with liabilities due to acquisition of shares (10 508) 1

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Adjustment with liabilities due to put option (item 1.4 of the Financial Statements) 17 758 (806)

Adjustment with liabilities due to dividend (4) 11

Adjustment with financial lease liabilities (423) (1 167)

Adjustment with liabilities due to derivatives (883) 82

Adjustment with liabilities due to income tax (1 729) 1 472

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Adjustment with investment liabilities 2 568 (1 994)

Other movements 181 65

Movement presented in cash-flows statement 4 144 1 348

Movements in provisions

Movement of long-term provisions due to employee benefits 1 065 (61)

Movement of other long-term provisions 391 (40)

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Movement of short-term provisions due to employee benefits 277 1 330

Movement in other short-term provisions 1 190 1 954

Provisions as of the acquisition date of a subsidiary (1) (981) -

Other movements (544) (64)

Movement presented in cash-flows statement 1 398 5 071

Movements in accruals

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Movement in long-term accrued and deferred assets 7 52

Movement in short-term deferred and accrued assets (411) 343

Deferral accounts as of the acquisition date of a subsidiary (1) 183 -

Adjustment with accrued and deferred assets of non-consolidated entity - (99)

Movement presented in cash-flows statement (221) 296

(1) Apator Elkomtech S.A.

Name of entity:





Description

in the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Proceeds from disposal of P,P&E

Proceeds from the sales of non-current assets 4 089 1 376

Movement in net receivables from disposal of P, P&E 23 453

Movement in liabilities discount - 1

Total 4 112 1 830

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Expenses to purchase to P,P&E

Purchase of property, plant and equipment (26 147) (26 640)

Movement in stocks in internal projects 303 (590)

Advances for non-current assets settled at the beginning of the period 835 2 736

Purchase from lease 3 136 2 964

Movement in investment liabilities (2 290) 1 636

Name of entity:





Other taxes (710) 1 016

Total (24 873) (18 878)

DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Expenses for purchase of intangible assets

Name of entity:





Purchase of intangible assets (2 095) (3 959)

Purchase from lease (48) -

Movement in R&D works under construction (3 351) (565)

Advances for intangible assets settled at the beginning of the period - 144

Movement in investment liabilities (33) 358

Total (5 527) (4 022)

DESCRIPTION In the period

Name of entity:





From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Other adjustments (1) of cash-flow from operating activity

Liquidation of P,P&E and intangible assets 53 124

(Profit) loss due to settlement of derivatives (1 186) (483)

Commissions and fees from credit and loans 390 -

Unrealized inventories margin in jointly controlled entities (337) 432

Exchange differences from consolidation (443) (360)

Others 102 (1 231)

Name of entity:





Total (1 421) (1 518)

DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Other adjustments (2) of cash-flow from operating activity

Receivables paid by bills of exchange (53) (1 241)

Acceptance of finished products as non-current assets (472) (250)

Name of entity:





Unrealized margin on sale to jointly controlled entities recognized in provisions (64) (216)

Total (589) (1 707)

Name of entity:





DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Investments in subsidiaries

Apator Elkomtech SA, including: (90 636) -

Acquisition price (98 412)

cash 7 776

Apator Rector Sp. z o.o., (17 894) -

Total (108 530) -

Name of entity:





8.26. Long-term contractsInformation on long-term contracts is presented in the following tables.

DESCRIPTION

for the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

TOTAL

Amount of revenues from contract, initially specified in the agreement 99 437 104 326

Name of entity:





Changes 2 703 (2 991)

Amount of revenues from a contract in total 102 140 101 335

Contract costs incurred to the end of reporting period (50422) (48 164)

Costs remained to the contract execution (28224) (31725)

Estimated contract costs in total (78645) (79 889)

Estimated profits 23494 21446

DESCRIPTION TOTAL

Contract costs incurred to the end of reporting period due to contract performance (50 422)

Name of entity:





Provision for losses recognized to the end of the period (364)

Incurred costs adjusted with the provisions for losses (50786)

Amounts invoiced to the end of the reporting period 44373

Result on contract recognized to the end of the period by invoiced amounts (6413)

Non-invoiced revenues as of the end of the period by progress rate 30 043

Profits (losses )recognized to the end of the period 23 630

Receivables as of the end of the period 6 891

DESCRIPTION as of

Name of entity:





31.12.2014 31.12.2013

Receivables due to long-term contracts 21 144 13 985

Name of entity:





8.27. Financial leaseFinancial lease data are presented in the following tables.

DESCRIPTIONas of 31.12.2014 as of 31.12.2013

Charges Current value of fees Charges Current value of

fees

Payable in period to 1 year 2 683 2 558 2 225 2 062

Name of entity:





Payable in the period from 1 to 5 years 2 736 2 616 2 684 2 594

Total future minimum leasing fees due to financial lease 5 419 5 174 4 909 4 656

Future financial burdens (-) (245) X (253) X

Current amount of the minimum lease payments 5 174 5 174 4 656 4 656

DESCRIPTIONas of

31.12.2014 31.12.2013

Long-term financial lease liabilities 2 616 2 594

Name of entity:





Short-term financial lease liabilities 2 558 2 062

Total financial lease liabilities 5 174 4 656

Subjects of the financial lease are presented in the following table.

DESCRIPTIONas of

31.12.2014 31.12.2013

Intangible assets 44 -

Machinery and equipment 1 976 1 293

Means of transport 3 265 3 772

Name of entity:





Other non-current assets 2 052 490

NON-CURRENT ASSETS UNDER CONSTRUCTION 536 1 015

Amount at the end of the period 7 873 6 570

Name of entity:





8.28. Future payments due to the operating lease liabilities not recognized in the statement of financial position

Data related to future minimum leasing fees are presented in the following table.

DESCRIPTION Less than 1 year from 1 to 5 years over 5 years TOTAL

As of 31.12.2014 1 008 1 769 19 811 22 588

As of 31.12.2013 1 021 1 686 22 524 25 231

Name of entity:





Data related to lease fees recognized in the profit were presented in the following table.

DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Charges included in the financial profit 1 417 1 509

Name of entity:





8.29. Financial instruments

DESCRIPTION Financial assets held to maturity

Financial assets measured at fair value through profit or loss

Loans and receivables

Financial liabilities measured at

amortized cost

Cash flows hedges TOTAL

Held for trading

As of 31.12.2014 1 290 1 215 460 (245 098) 282 (28065)

Shares of the companies permitted to public trade - 1 - - - 1

Assets - derivatives - - - - 1 164 1 164

Name of entity:









amortized cost


Held for trading

Bill of exchanges 1 290 - - - - 1 290

Loans granted - - 9 016 - - 9 016

Trade receivables - - 143942 - - 143942

Investment receivables - - 400 - - 400

Cash and deposits - - 62 102 - - 62 102

Trade liabilities - - - (52 843) - (52 843)

Name of entity:









amortized cost


Held for trading

Investment liabilities - - - (7 320) - (7 320)

Taken credits and loans - - - (165 616) - (165 616)

Financial lease liabilities - - - (5 174) - (5 174)

Derivatives (liabilities) - - - - (882) (882)

Liabilities due to dividend - - - (91) - (91)

Other financial liabilities - - - (14 054) - (14 054)

Name of entity:









amortized cost


Held for trading

As of 31.12.2013 - 1 150 295 (145 958) 3 567 7 905

Shares of the companies permitted to public trade - 1 - - - 1

Assets - derivatives - - - - 3 567 3 567

Bill of exchanges - - 1 238 - - 1 238

Loans granted - - 8 994 - - 8 994

Name of entity:









amortized cost


Held for trading

Trade receivables - - 121 461 - - 121 461

Investment receivables - - 363 - - 363

Cash and deposits - - 18 239 - - 18 239

Trade liabilities - - - (52 474) - (52 474)

Investment liabilities - - - (10 129) - (10 129)

Taken credits and loans - - - (57 294) - (57 294)

Name of entity:









amortized cost


Held for trading

Financial lease liabilities - - - (4 656) - (4 656)

Liabilities due to put option for NCI of subsidiary - - - (17 758) - (17 758)

Liabilities due to dividend - - - (101) - (101)

Other financial liabilities - - - (3 546) - (3 546)

Name of entity:





Financial assets and liabilities held to be trade and hedging instruments are measured to the fair value.

The book value is accepted as the fair value of borrowings and receivables, and liabilities measured at amortized cost because of the short-terms of performance.The book value of these assets is close to the fair value.


Carrying amount Fair value Carrying

amount Fair value

Financial assets held to maturity 1 290 1 290 - -

Financial assets measured at fair value through profit or loss: 1 1 1 1

- To be traded (acc. to IAS 39) 1 1 1 1

Name of entity:





Loans and receivables 215 460 215 460 150 295 150 295

Financial liabilities measured at amortized cost (245 098) (245 098) (145 958) (145 958)

Cash flows hedges 282 282 3 567 3 567

Total (28 065) (28065) 7 905 7 905

The table below presents the items of revenues, costs, profits and losses recognized in the profit and loss statement with the division into categories.

Name of entity:





DESCRIPTIONFinancial assets

held to maturity




amortized cost

Hedge instruments TOTAL

Held for trading

As of 31.12.2014 191 - 39 (4598) 4 481 113

Revenues (costs)due to interest 165 - 905 (4673) - (3 603)

Profits (losses) due to the exchange differences - - (466) 90 - (376)

Revenues due to realization of derivatives - - - - 4 949 4 949

Name of entity:






held to maturity




amortized cost


Held for trading

Costs due to realization of derivatives - - - - (18) (18)

Revenues due to measurement of derivatives - - - - (43) (43)

Costs due to measurement of derivatives - - - - (407) (407)

Establishing revaluation allowances - - (461) - - (461)

Reversal of revaluation allowances 26 - 17 - - 43

Profits (losses) from realization of the immediate - - 60 - - 60

Name of entity:






held to maturity




amortized cost


Held for trading

foreign exchange transaction

Profits (losses) due to sale of financial instruments - - (16) - - (16)

Other - - - (15) - (15)

As of 31.12.2013 - - (2 493) (2 249) 3 527 (1 215)

Revenues (costs)due to interest - - 655 (1 766) - (1 111)

Profits (losses) due to the exchange differences - - (2 499) (464) - (2 963)

Name of entity:






held to maturity




amortized cost


Held for trading

Revenues due to realization of derivatives - - - - 2 504 2 504

Costs due to realization of derivatives - - - - (25) (25)

Revenues due to measurement of derivatives - - - - 979 979

Costs due to measurement of derivatives - - - - 69 69

Establishing revaluation allowances - - (804) - - (804)

Reversal of revaluation allowances - - 68 - - 68

Name of entity:






held to maturity




amortized cost


Held for trading

Profits (losses) from realization of the immediate foreign exchange transaction - - 92 - - 92

Profits (losses) due to sale of financial instruments - - (5) - - (5)

Other - - - (19) - (19)

Name of entity:





The following table presents the analysis of financial instruments measured at fair value, classified pursuant to three-steps order, where:

Step 1- fair value based on exchange price (not adjusted) Step 2- fair value determined basing on observable values at the market, but it is not a direct market quoting Step 3- fair value determined basing on various measurement methods not based on any observable market data.


Level 1 Step 2 Level 1 Step 2

Shares of the companies permitted to public trade 1 - 1 -

Name of entity:





Assets - derivatives - 1 164 - 3 567

Derivatives (liabilities) - (882) - -

Total 1 282 1 3 567

There were no transfers between step 1 and 2.

The fair value of IRS instrument is the difference between the forecasted discounted cash flows of interest at the fixed interest rate and variable interest rate based on WIBOR 6 M. The Groups measures the fx forward derivatives at the fair value using the financial instruments measurement method at the generally adopted exchange rates and volatility curves for currencies.The fair value of these

Name of entity:





instruments is determined on the basis of expected cash flows due to the transactions calculated on the basis of the difference between the forward rate and transaction rate.Forward exchange rates are not modelled as a separate risk factor, but are calculated based on spot rates for currency against PLN.

8.30. Financial derivatives, hedge accountingIn the Group APATOR, the agreements on derivatives are concluded under the exchange rate risk hedging policy.The Group hedges the export inflows exceeding the import expenses.

Name of entity:





As of 31 December 31, 2014 the Group applies the hedge accounting for the cash flows.As of July 1, 2011 the Company designated the derivatives FX forward hedging from the threat of variability of cash flows due to the future planned cash flows from the sale denominated in the foreign currency to the hedge accounting.

The below table presents the details referred to the hedging connection on the hedge accounting.

Name of entity:





Type of hedge The hedge of the variability of the cash flows due to the future cash flows in EUR.Hedged item The hedged item is a part of highly probable cash flows due to the sale denominated in EUR.

Cash flows hedgesThe cash flows hedges are FX forward transactions, where the Company undertakes to sell EUR for PLN.

Hedged risk The Company hedges the variability of cash flows due to the currency risk.

Recognition in the financial statement

Part of the change of measurement to the fair value of hedge instruments, corresponding to the effective hedge, is recognized in revaluation reserve (statement of changes in equity).The non-effective part of the change of the measurement to the fair value of hedge instruments is recognized in the revenues or costs (Note 8.24).

Name of entity:





Period, when the cash flows are expected

It is expected that the hedged item will generate the cash flows to December 31, 2015.

Nominal value EUR 33 090 k

The following table presents the fair value of derivatives.

DESCRIPTIONas of

31.12.2014 31.12.2013

Long-term assets - 284

Name of entity:





Cash flows hedges - 284

Short-term assets 1 164 3 283

Cash flows hedges 1 164 3 283

Total assets 1 164 3 567

Long-term liabilities 65 -

Cash flows hedges 65 -

Current liabilities 817 -

Cash flows hedges 817 -

Total liabilities 882 -

Name of entity:





The below table presents the amounts from cash flows hedge accounting, which were recognized in the profit and loss and also in equity by the Company in 2014:

DESCRIPTIONas of

31.12.2014 31.12.2013

Measurement of instruments, including: 282 3 567

Capital from measurement of hedge transactions (changes of measurement to fair value of hedging derivatives due to hedged risk, corresponding to the effective hedge)

(1 061) 1 774

Name of entity:





Financial profit of the period (changes of measurement to fair value of hedging derivatives due to hedged risk, corresponding to the ineffective hedge) 1 343 1 793

The following table presents the changes in the capital due to measurement of hedge transactions in the hedge accounting in 2014:

DESCRIPTION

In the period

From 01.01.2014- From 01.0

to 31.12.2014 to 31.12.2013

Name of entity:





Beginning of the period 1 774 694

Reversal of measurement from the previous period (1 774) (694)

Measurement at the end of period (1 061) 1 774

End of the period (1 061) 1 774

In connection with the long0-term credit agreement (agreement with Bank Handlowy SA of March 19, 2014) in order to protect against the increase of the WIBOR 6M rate, Apator SA and Raiffeisen Bank Polska SA concluded Interest Rate Swap transaction on October 27, 2014.This transaction is aimed at protecting the part of interest payment.

Hedge transaction IRS

Name of entity:





Hedged item Long-term credit

Nominal value as of hedge establishment date

PLN 49 205 985.00

Period, when the cash flows are expected

29.10.2014 – 31.12.2018

Recognition in the financial statements

Pursuant to IAS 39, if the hedge of cash flows is effective, then the effective part of the measurement of hedging instruments referred to the currency revaluation is presented in the equity.However, the other part of measurement related to the hedging instruments is recognized in the profit or loss.

Name of entity:





Adopted measurement methods are presented in the Note 8.29.

8.31. Goals and policy of the financial risk managementExcept for the derivatives, the main instruments used by the Group include the bank credits and overdrafts.The Group holds also the financial assets such as trade receivables and cash and other receivables and loans granted.

The companies of the Capital Group APATOR enter into the derivatives transactions, which include the forward agreements and currency options.The purpose of these transactions is to manage the financial risk arisen during the business activity.The forward agreements are concluded based on the forecasts of currency exchange rates, pursuant to the corporation guideline and Resolution of the Management Board.

Name of entity:





The risk, to which the companies of the Apator Capital Group are exposed, includes the market risk (currency risk and lesser interest rate risk) as well as credit risk and liquidity risk.

Currency risk

The Group is exposed to currency risk due to transactions.Such risk arises as a result of purchase or selling transactions in the other currency than its functional currency.

The risk level of Grupa APATOR is presented in the following table.

Name of entity:






in a foreign currency in PLN in a foreign

currency in PLN

Items in Euro (EUR) 8 196 31 692 3 283 11 244

Trade receivables 8 950 36 316 6 436 25 202

Transferred advances for purchase of materials and services 39 161 45 181

Cash 4 036 16 571 1 280 5 121

Trade liabilities (3 365) (14 830) (2 813) (12 017)

Received advances for deliveries (146) (634) (54) (230)

Name of entity:







currency in PLN

Other liabilities (451) (2 014) (454) (1 978)

Others (867) (3 878) (1 157) (5 035)

Items in American Dollars (USD) 3 265 10 737 4 779 13 708

Trade receivables 278 950 5 893 17 178

Transferred advances for purchase of materials and services 271 921 289 918

Cash 3 802 12 734 106 308

Name of entity:







currency in PLN

Trade liabilities (835) (2 957) (1 368) (4 246)

Received advances for deliveries (41) (139) (141) (450)

Others (210) (772) - -

Items in pounds sterling (GBP) 1 290 6 958 1 319 6 095

Trade receivables 116 611 117 564

Granted loans 1 700 9 017 1 875 8 994

Name of entity:







currency in PLN

Cash 177 938 50 240

Trade liabilities (11) (62) (3) (17)

Other liabilities (692) (3 546) (720) (3 686)

Items in crones (DKK) (5) (3) - -

Trade liabilities (5) (3) - -

Name of entity:





As of December 31, 2014 the Group Apator had forward agreements.

DESCRIPTIONas of 31.12.2014

in a foreign currency in PLN as of the date of contract

Instruments hedging the cash flows in EUR (33090) (140 221)

Pursuant to the guideline “Regulations in the field of forwards agreements" to hedge the export inflows exceeding the import expenses the forward agreements and cost options are applied.To conclude the forward agreements the consent of the Management Board in a form of the resolution, which determines the maximum nominal of hedges, defined basing on the foreign trade balance plan and level of current hedges, is requiredThe conclusion of

Name of entity:





comprehensive hedging structure is made upon the positive opinion of the Supervisory Board, which takes the decision after presenting the intent to use of such hedge and its potential influence on profits.

The following table presents the sensitivity of the gross financial result and equity on the rational possible fluctuations of the exchange rates- the Group expects that all currencies may fluctuate by 10% (excluding a variability of other parameters).

DESCRIPTION

as of 31.12.2014 as of 31.12.2013

Influence on gross financial

profit

Influence on the equity

Influence on gross financial

profit

Influence on the equity

Name of entity:





EUR / PLN

+10% 3 169 (14 022) 1 124 (12 939)

- 10% (3 169) 14 022 (1 124) 12 939

USD / PLN

+10% 1 074 - 1 371 -

- 10% (1 074) - (1 371) -

GBP / PLN

+10% 696 - 610 -

- 10% (696) - (610) -

Name of entity:





Interest rate risk

The Apator Group is exposed to the risk of interest rate, because it has liabilities in a form of credits bearing interest pursuant to the variable interest rate.

The table below presents the financial instruments by the interest rate.The 50% investment credit collateral by IRS transaction is considered.

The following table presents the financial instruments by the interest rate.

Name of entity:





DESCRIPTIONas of

31.12.2014 31.12.2013

Financial instruments with the fixed interest rate 55953 59 106

Financial assets 175 106 125 356

Financial liabilities (119 153) (66 250)

Financial instruments with the variable interest rate (84 492) (54 889)

Financial assets 42 092 24 818

Financial liabilities (126 584) (79 707)

Total (28 539) 4 217

Name of entity:





The table below presents the sensitivity of gross financial result and equity on the reasonable possible fluctuations of WIBOR rates.For the analysis purposes it is assumed that all amount of unpaid liabilities at the end of reporting period remained unpaid for all year.

DESCRIPTION

in the period from 01.01.2014 to 31.12.2014

in the period from 01.01.2013 to 31.12.2013

Influence on gross financial profit

Influence on the equity*

Influence on gross financial profit

Influence on the equity*

WIBOR

+ 100 base points (1 039) (598)

Name of entity:





- 100 base points 1 039 - 598 -

LIBOR

+ 100 base points 189 - 93 -

- 100 base points (189) - (93) -

EURIBOR

+ 100 base points (24) - (56) -

- 100 base points 24 - 56 -

NBU

+ 100 base points 29 - 1 -

Name of entity:





- 100 base points (29) - (1) -

PRIBOR

+ 100 base points 1 - 11 -

- 100 base points (1) - (11) -

*- Amount of IRS instrument measurement in the equity was recognized as not important and the sensitivity analysis was not carried out.

Credit risk

Name of entity:





The credit risk means that the contractor will not fulfil its liabilities following the financial instrument or agreement that will cause that the other party will suffer the financial loss.

The Apator Group is exposed to the credit risk resulting from operating activity, mainly from trade receivables.

In order to limit this risk, the companies of Apator Group enter into transactions only with reputable companies with good creditworthiness.All clients, who want to apply the postponed terms of payments, are a subject of initial verification.The financial inspection of sale orders operates in the company.The Group's aim is the cooperation with all clients is based on the trade agreements.Moreover, owing to current monitoring of receivables, the exposure of the Group to the risk of uncollectible receivables is small.

Name of entity:





The trade receivables include the due amounts from huge number of clients, distributed between various branches and geographical sectors.There are no contractors with the receivables balance exceeding 10% of the total trade receivables.

The credit risk related to cash and derivatives is limited because the contractors of the Capital Group are the banks with high rating awarded by international rating agencies.

Liquidity risk

Name of entity:





The Apator Group monitors the risk of financial liquidity by establishing the monthly expenditures plans and analyses the financial conditions on a current basis.In order to finance the current business activity the companies use mainly the overdraft.

The table below presents the information on liabilities maturity dates.

DESCRIPTIONAs of the

end of the period

Cash flows from contracts

Less than 6 months

From 6 to 12 months

from 1 to 2 years

up to 2 to 5 years

over 5 years TOTAL

As of 31.12.2014 245980 88 549 61 974 46 984 50 851 4 230 252 588

Borrowings 165 616 32 518 59 992 30 080 48 352 - 170 942 Name of entity:





Liabilities due to financial lease 5 174 1 331 1 313 1 805 970 - 5 419

Payments due to derivatives 882 202 233 447 - - 882

Trade liabilities 52 843 52 357 436 79 10 - 52 882

Investment liabilities 7 320 2 050 - 519 1 519 4 230 8 318

Other financial liabilities 14 145 91 - 14 054 - - 14 145

As of 31.12.2013 128 200 76 339 25 467 11 936 11 706 4 963 130 411

Borrowings 57 294 18 487 23 966 9 504 5 729 - 57 686

Liabilities due to financial lease 4 656 1 186 1 061 1 855 807 - 4 909

Trade liabilities 52 474 52 191 298 21 - - 52 510

Name of entity:





Investment liabilities 10 129 4 374 142 556 1 624 4 963 11 659

Other financial liabilities 3 647 101 - - 3 546 - 3 647

Capital management

The main purpose of capital management of the Apator Group is to keep the good credit rating and secure capital ratios which would support the operating activity of the Company and would increase the investment value for shareholders.

Name of entity:





8.32. Acquisition of a subsidiaryAcquisition of Apator Elkomtech S.A.

On April 1, 2014 the promised acquisition agreement for 14 005 registered shares Elkomtech SA was concluded, this company is a leading, Polish supplier of IT systems of SCADA class and compatible telemechanics equipment, securities and many other grid equipment for the dispersed systems, assuring the wireless controlling and supervising of the energy power grid in the field of voltage.

Name of entity:





As a result of this Agreement on April 11, 2014, Apator SA taken up the control over Apator Elkomtech SA that became the subsidiary and is recognized in these consolidated financial statements.This business combination is settled as an acquisition.The Consolidated Financial Statements as of December 31, 2014 includes the profits and losses of Apator Elkomtech SA for the period from the date of combination to December 31, 2014.

The basic ground for acquisition of Apator Elkomtech SA was to strengthen the presence of the Capital Group in the infrastructure management systems and DSO systems sectors and to achieve the product and operational synergy with the other companies of the Capital Group operating in this sector.

Percent of acquired capital instruments with voting right

Name of entity:





As a result of the shares sales agreement of April 1, 2014, Apator SA acquired 100% of share capital of acquired Apator Elkomtech SA carrying 100% voting rights at the General Meeting of the company.Total nominal value of shares is PLN 700 250.00.

Business combination cost

The purchase price amounted to PLN 98 411 970.70 i.e.7 026.92 PLN per one share.Costs related to acquisition amounting to PLN 864.5 were recognized in overheads.

The acquisition was made by cash.The purchase price payment was financed by the long-term credit in Bank Handlowy (details presented in the Note 8.18).

Name of entity:





Combination settlement

In the current reporting period the Group finally identified and measured assets and liabilities of Apator Elkomtech SA and recognized them in the consolidated financial statements pursuant to IFRS 3.

The Group recognized the identifiable intangible assets in a form of relationship with clients.

The fair value of the relationship with the clients identified within the business combination was estimated using excess earnings methodkeeping the prudence principle.The fair value of the relationship with the clients was determined as of the date of acquisition as PLN 26.8 M.The period of the economic utility of the relationship with the clients at the level not exceeding 10 years (annual asset amortization will amount to PLN 2.68 M).

Name of entity:





For the purposes of estimation of the fair value of the relationship with the clients the following general assumptions were adopted:

The analysis included the relationship with eight key clients generating in total over 95% of turnover, The forecast period for the relationship with the clients is the period from April 1, 2014 to December 31, 2023, The calculation was prepared at nominal values, including the direct inflation effect, EBIDTA margin at the level compliant with the financial prognosis for Apator SA was accepted, For the whole forecast period, the income tax rate at 19% wad accepted, The loss of clients was forecasted at assuming the annual clients loss ratio at the level of 30%, estimated on the

basis of the historical data analysis,

Name of entity:





The period of the economic utility of the relationship with the clients at the level not exceeding 10 years was accepted,

The current amount of cash flows generated by the relationships with clients was increased by the tax amortization benefits.

The following table presents the final settlement of the amounts of assets acquired and liabilities assumed.

DESCRIPTION

Non-current assets 18 628

Intangible assets 871

Name of entity:





Property, Plant and Equipment 17 757

Current assets 27 171

Inventories 10 191

Receivables 9 021

Deferral accounts 183

Cash and cash equivalents 7 776

TOTAL ASSETS 45 800

Long-term liabilities and provisions 650

Deferred income tax provisions 257

Name of entity:





Other provisions 393

Short-term liabilities and provisions 2 876

Liabilities 2 288

Provisions 588

Total liabilities and provisions 3 526

Net assets 42 274

Acquired net assets, in total 42 274

Identifiable intangible assets – relationships with clients 26 800

Goodwill as of the date of acquisition 29 338

Name of entity:





Acquisition price 98 412

The short-term assumed receivables include:

Trade receivables:PLN 4 620 k, Receivables due to corporate income tax:PLN 1 389 k, Receivables due to other taxes, subsidies, customs and social insurances:PLN 72 k, Other current receivables:PLN 2 940 k.

Description of the factors leading to goodwill recognition

Name of entity:





The Management Board of the Parent Entity during the review of the relevant items of assets, liabilities, contingent liabilities and other assets identified the items not disclosed in the financial statements of the acquired entity and measured them as of the date of acquisition.The goodwill was recognized due to the strengthening of the presence of the Capital Group in the infrastructure management systems and OSD systems sectors and achieving the product and operational synergy with the other companies of the Capital Group operating in this sector.

The calculation of the goodwill is presented in the following table:

DESCRIPTION

Amount of net assets acquired 69 074

Name of entity:





Acquisition price 98 412

Goodwill 29 388

The following table presents the effect of this acquisition on the profit or loss of the Capital Group Apator and revenues and profit of the acquired entity for the period from January 1 to December 31, 2014.

DESCRIPTION

Total revenues in the year of acquisition (from January 1 to December 31, 2014) 56 776

Net profit in the year of acquisition (from January 1 to December 31, 2014) 18 556

Name of entity:





Total revenues in the year of acquisition (from April 1 to December 31, 2014) 48 504

Net profit in the year of acquisition (from April 1 to December 31, 2014) 18 451

Net profit sharing (from April 1 to December 31, 2014) 18 451

Percent of held shares 100,00%

The Management Board of the Parent Entity does not intent to limit the acquired business activity

Acquisition of GWI

Name of entity:





On February 26, 2015Apator Metrix SA and National Industry Group Ltd.(“NIG”) with the registered office in Guernsey concluded the shares acquisition agreement of 4 M shares (i.e. 50%)50%) in George Wilson Industries Ltd.(”GWI”) with the registered office in Coventry (Great Britain) at GBP 5.4 M (i.e.PLN 30.6 M).

The acquisition of the other 50% of shares was the performance of the earlier option agreement between Apator Metrix SA and NIG on September 5, 2013.The payment of GBP 5.4 M was divided into 6 instalments by GBP 0.9 M payable to the February 28 of the relevant year (the first instalment was paid on February 28, 2015 and the last instalment is to be paid to February 28, 2020).

Name of entity:





On the basis of the acquisition agreement, the Company granted the guarantee for repayment of loan granted GWI by BI Group PLC (a subsidiary of NIG), amounting to GBP 1 700 k(i.e.PLN 9.6 M).The final loan repayments shall be made to November 30, 2018.

As of the approval date of these Consolidated Financial Statements, the Group is currently identifying the all acquired assets and assumed liabilities and is measuring them to the fair value and thus it is not possible to disclose full range of information required by IFRS 3.

Name of entity:





Acquisition of Miitors ApS.

On March 24, 2015Apator Powogaz SA and shareholders of Miitors ApS.with the registered office in Denmark entered into the conditional agreement of sales of shares.The subject matter of this Agreement is to sell 100% of shares of Miitors amounting in total DKK 513 245 (i.e. PLN 282 644), constituting 100% of the share capital of Miitors and 100% of the general number of votes at the General Meeting. The shares purchase price is EUR 6.2 M (i.e. PLN 25.48 M) and the total enterprise value is EUR 7.0 M (i.e. PLN 28.76); the difference includes refinancing of loans to shareholders and other price adjustment.

Name of entity:





The effectiveness of the agreement was in practice dependent on meeting one condition precedent- exercising or cancelling the subscription warrants in the acquired company.The payment of the price was to be paid as of closing transaction i.e. upon meeting the condition precedent.

The aforementioned condition precedent for acquisition of Miitors Aps.was met.In connection with the above, the company Apator Powogaz SA paid for 100% of shares and as of April 1, 2015 became the owner of Miitors ApS.

As of the issue date of these Consolidated Financial Statements, the Group is currently identifying the all acquired assets and assumed liabilities and is measuring them to the fair value and thus it is not possible to disclose full range of information required by IFRS 3.

Name of entity:





8.33. Information on related entitiesInformation on benefits for managing staff is presented in the following table.

DESCRIPTION

for the period

od 01.01.2014 od 01.01.2013

do 31.12.2014 do 31.12.2013

Short-term employee benefits 11 827 12 407

Post-employment benefits 90 20

Other long-term benefits 170 59

Name of entity:





Benefits due to termination of employment 16 -

Total 12 103 12 486

Transactions with the related entities were performed at arm’s length principle.Data related to transactions with related entities and information on unsettled balances are presented in the table below.

Name of entity:





DESCRIPTION Apator ElektroSp.z o.o.

Teplovodomer S.A.

George Wilson Industries Ltd.

Other related entities TOTAL

Transactions in the period from 01.01.2014 to 31.12.2014

Sale of products and services* 7 210 47 669 920 - 55 799

Sale of goods and materials 985 1 983 89 - 3 057

Cost related to sale transaction 5 636 30 142 624 - 36 402

Cost related to sale of shares - - - - -

Trade receivables 1 616 7 031 337 - 8 984

Receivables due to granted loan - - 9 017 - 9 017

Name of entity:





Received repayments of granted loans - - 777 - 777

Received interests from granted loans - - 339 - 339

Financial revenues due to dividends - - - 600 600

Other revenues - - - 1 -

Purchase of products, services, goods and materials 40 - 184 778 1 002

Transactions in the period from 01.01.2013 to 31.12.2013

Sale of products and services* 5 187 45 667 543 13 51 410

Sale of goods and materials 1 659 1 363 64 - 3 086

Sale of P,P&E and intangible assets - - - 41 41

Name of entity:





Trade receivables 1 439 4 178 122 - 5 739

Receivables due to granted loan - - 8 994 - 8 994

Granted loans in the period - - 982 - 982

Received interests from granted loans - - 297 - 297

Paid dividend - - - 3 150 3 150

Financial revenues due to dividends - 2 094 - - 2 094

Purchase of products, services, goods and materials 293 - 28 847 1 168

Trade liabilities - - - 15 15

* including the adjustment due to unrealized margin from the sale to the jointly controlled entities

Name of entity:





The Group identified the related entities.The related entities are as follows:

a. Subsidiaries

Apator Control Sp. z o.o.(Toruń) Apator Mining Sp. z o.o.(Katowice) FAPPafal S.A.(Świdnica) Apator Metrix S.A.(Tczew) Apator GmbH (Berlin, Germany) Apator Rector (Zielona Góra) Apator Powogaz S.A.(Poznań)

Name of entity:





Elkomtech S.A.(Łodź) – from April 1, 2014 (January 26, 2015 change of the name into Apator Elkomtech SA) Apator Telemetria Sp. z o.o.(Słupsk) – subsidiary of Apator Powogaz S.A. Apator – Metroteks (Kiev, Ukraine) – subsidiary of Apator Powogaz S.A. Apator Metra (Supmerk, Czech Republic) – subsidiary of Apator Powogaz S.A.

b. Jointly controlled entities

OOO Apator Elektro (Moscow, Russia) Teplovodomer (Mytishchi, Russia) – jointly controlled entity of Apator Powogaz S.A. George Wilson Industries Ltd.(Coventry, Great Britain) – jointly controlled entity of Apator Metrix S.A.(from

February 26, 2015 subsidiary of Apator Metrix S.A.)

Name of entity:





Inda d.o.o.(Slovenia) - a jointly controlled entity of George Wilson Industries Ltd.

c. Members of the Supervisory Board

d. Key managing staff

e. Relatives of the member of Supervisory Board and Key managing staff in joint households

f. Entities controlled by the persons defined in items c. and d.

The Management Board of APATOR S.A. stated that the composition of the managing staff of the Company includes the following persons:

Andrzej Szostak- President of the Management Board

Name of entity:





Tomasz Habryka- member of the Management Board Jerzy Kuś - member of the Management Board, Piotr Nowak- Member of the Management Board (from July 1, 2014)

Other members of the managing staff:

Janina Karaszewska- Zandrowicz, Proxy (to October 6, 2014), Financial Director (To June 30, 2014), Deputy Financial Director (from July 1, 2014 to September 30, 2014)

Krzysztof Malec- Proxy, Production Director Mirosław Klepacki- Switchgear Equipment Director

Name of entity:





Transactions with other related entities specified in par. c-f, except for payment of remunerations due to held positions and work benefits, are presented in the table above (other related entities).

8.34. Contingent items and other items not recognized in the statement of financial position

Guarantees

As of December 31, 2014 the capital group held the active guarantees issued by:

Name of entity:





1. Bank Handlowy w Warszawie S.A. Due to performance bond in the amount of PLN 408 k maximum to September 19, 2019;

2. TU Hermes S.A.: Due to performance bond in the amount of PLN 3 276 k maximum to December 31, 2017; Due to the warranty and quality guarantee in the amount of PLN 1 827 k maximum to June 30, 2017; Due to bid bond in the amount of PLN 580 k to January 28, 2015.

3. Bank Millennium S.A.: Due to performance bond in the amount of PLN 68 k maximum to January 15, 2019; Due to bid bond in the amount of PLN 1 146 k to January 31, 2016.

4. BZ WBK S.A.:

Name of entity:





Due to the warranty and quality guarantee in the amount of PLN 12 k maximum to January 15, 2016;5. HESTIA S.A.:

Due to performance bond in the amount of PLN 627 k maximum to December 30, 2015; 6. InterRisk TU S.A.:

Due to performance bond in the amount of PLN 224 k maximum to June 28, 2016; Due to the warranty and quality guarantee in the amount of PLN 194 k maximum to May 15, 2019;

7. PZU S.A. Due to the warranty and quality guarantee in the amount of PLN 11 k maximum to March 1, 2015;

8. Raiffeisen Bank: Due to performance bond in the amount of PLN 7 035 k maximum to December 31, 2026.

Name of entity:





9. Apator Metrix S.A.: Due to performance bond in the amount of PLN 36 614 k maximum to September 1, 2017.

Moreover, as of December 31, 2014 Apator SA. held also the active guarantee due to defects removal for the total amount of PLN 826.5 k issued by Marbud S.A. valid to March 29, 2015 and was a party of the surety agreement to PLN 1 700 made by Jacek Waksmundzki with the deadline to April 30, 2019 (in the correspondence with the performance bond-- Smart City Wrocław project).

On September 5, 2012 the investment agreement with the partners of GWI Ltd. and NIG (GUERNSEY) LIMITED was concluded, under which, upon lapse of three subsequent fiscal years, starting from 2016 (within 25 business days

Name of entity:





upon the Ordinary General Meeting approving the financial statements of the Company for the relevant year) Apator Metrix Sp. z o.o. was entitled to acquire the remained 50% of the shares of GWI Ltd.(call option) and it means that the present shareholders of GWI Ltd. irrevocably undertook to sell the shares to Apator Metrix Sp. z o.o. At the same time, the present shareholders of GWI Ltd. were entitled to sell Apator Metrix Sp. z o.o. the remained 50% of shares on the same conditions (at meeting the requirement that GWI Ltd. earns the gross profit at the level at least GBP 1 000 000), it means that Apator Metrix Sp. z o.o. irrevocably undertook to acquire the shares from the present shareholders of GWI Ltd.The price depended on the results of the Company within 2016-2018.On February 26, 2015, Apator Metrix SA taken up a full control over George Wilson Industries Limited (GWi) with the registered office in Coventry in the Great Britain. The details are presented in the note 8.32.

Name of entity:





8.35. Employment structureThe employment in the Apator Group is presented in the table below.

DESCRIPTION

for the period

od 01.01.2014 od 01.01.2013

do 31.12.2014 do 31.12.2013

Average employment per persons in period 2 303 2 011

Name of entity:





Blue collar workers 1 329 1 241

Office workers 974 770

Employment by persons at the end of the period 2 295 2 050

Blue collar workers 1 306 1 265

Office workers 989 785

Name of entity:





8.36. Remuneration for the entity authorized to audit financial statements

The remuneration for the statutory auditor is presented in the following table.

DESCRIPTIONAMOUNT

2014 2013

Audit/review of interim statements 46 46

Audit/review of annual statements 83 69

Total 129 115

Name of entity:





Except for the aforementioned remuneration the Company APATOR S.A. covers also the documented costs of auditing team outside of its seat office (travel, accommodation) and costs of courier shipments.

8.37. SubsidiesThe Company APATOR S.A. participates in the project “Testing the efficiency of data transmission in PLC technology by MV and LV networks” as the co-contractor of the project under the agreement concluded on August 2, 2012 between the Narodowe Centrum Badań i Rozwoju and Politechnika Wrocławska.Under this agreement, Apator S.A. as the co-

Name of entity:





contractor received PLN 100 k on December 19, 2012 as the subsidy to produce the communication prototypes in PLC technologies.The project performance period is 36 months.

8.38. Adjustment of the comparative dataThe Group Apator changed the comparative data in these financial statements as a result of the fundamental error adjustment in the subsidiary Apator Control Sp. z o.o.(decrease of the sales revenues by PLN 990 k).As a result of this adjustment, the equity of the Group Apator decreased by PLN 802 k and other short-term receivables decreased by PLN 990 k, but the deferred tax assets increased by PLN 188 k.The aforementioned adjustment is not material from

Name of entity:





the view of these Consolidated Financial Statements and did not affect the financial data as of December 31, 2012 and the statement of financial condition as of this day is not presented.

8.39. Events after the end of reporting periodOn January 20, 2015, 163 519 registered shares preferred by votes in a 1:4 ratio were converted into the bearer shares (no preference). As a result of this conversion the total number of votes were reduced from 56 279 418 to 55 788 861.The aforementioned shares were assimilated and entered into trade on February 6, 2015.After the conversion of these shares, the share capital of Apator SA amounts to PLN 3 310 702.80 and is composed of 33 107

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028 shares with the nominal value PLN 0.10 each, including 7 560 611 registered shares (preferred by votes in proportion 1:4) and 25 546 417 bearer shares.

After the end of the reporting period, i.e. on February 1, 2015, Mr Tomasz Habryka held a position of the President of the Management Board of Elkomtech S.A.And therefore, upon the transfer of business responsibilities, on March 30, 2015 he resigned from the position of the Member of the Management Board of Apator S.A. as of March 31, 2015.

On February 26, 2015, Apator Metrix SA, a subsidiary of Apator SA, taken up a full control over George Wilson Industries Limited (GWi) with the registered office in Coventry in the Great Britain. This transaction is the performance of the earlier obligations of Apator Metrix toward National Industry Group, a shareholder of GWi determined in the investment agreement of September 2012.

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On March 12, 2015, Apator SA sold 59 k shares to FAP Pafal SA to redeem at the price PLN 1 593 k (PLN 27.00 per share).The purchase price of these shares amounted to PLN 1 539 k (PLN 26.10 per 1 share).These shares are currently redeeming.

On March 24, 2015, Apator Powogaz SA and shareholders of the Danish company Miitors ApS. entered into the contractual agreement of sale of 100% shares of this company with the nominal value DKK 513 245 (i.e.PLN 282 644), constituting 100% of the share capital and 100% of the general number of votes at the General Meeting.The effectiveness of the agreement was dependent on meeting one condition precedent- exercising or cancelling the subscription warrants.Owing to meeting this condition, as of April 1, 2015 Apator Powogaz SA became the owner of Miitors ApS.

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Moreover, the Management Board of Apator SA declared the payment of dividend from profit for 2014 in the amount not lower than PLN 0.80 gross per one share.The advance payment in the amount of PLN 0.30 gross per share was paid in December 2014 for the dividend from the profit in 2014.The remained declared amount of dividend, in the amount of PLN 0.50 per 1 share, will be paid after it is approved by the General Meeting of APATOR S.A., which will be held on June 22, 2015.

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9. Signatures

Management Board Signatures

2015-04-23

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Andrzej Szostak

Chief Executive Officer, Managing Director

2015-04-23

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Jerzy Kuś

Member of theManagement Board, Director of Metering Equipment and Systems

2015-04-23

Piotr Nowak

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Member of theManagement Board, Executive Finance Officer

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raport finansowy 2013 - apator€¦ · web viewthe group capitalizes the borrowing costs (interest...

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