Additional notes to the separate financial
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Additional notes to the separate financial
RAWLPLUG S.A. NOTES TO THE SEPARATE FINANCIAL STATEMENTS FOR THE PERIOD 1 JANUARY - 31 DECEMBER 2015 Wrocław, 17 March 2016 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 1. INFORMATION ON FINANCIAL INSTRUMENTS Items in PLN 000s Available-for-sale financial assets Loans and borrowings granted As at 31 December 2014 42 841 294 601 Increases, including: 7 867 26 757 - acquisition, incurrence, issuance 6 649 6 457 - accrued interest 916 - - balance sheet measurement 256 - 46 20 300 Decreases, including: 13 405 23 983 - disposal, repayment 13 252 - - impairment - 3 683 - balance sheet measurement 3 - - disposal of shares for cancellation - 20 300 150 - 37 303 297 375 - impairment - accrued interest As at 31 December 2015 On 4 February 2015, the Lisbon Commercial Court (Portugal) registered subsidiary Rawlplug Portugal LDA, based in Lisbon. The subsidiary's share capital amounts to EUR 25 thousand. The subsidiary's shareholders are: 99% of shares, entitling to 99% of votes at the general meeting, acquired by RAWLPLUG S.A., 1% of shares, entitling to 1% of votes at the general meeting, acquired by Rawlplug IP Sp. z o.o., a subsidiary of RAWLPLUG S.A. The subsidiary's economic activities include the sale of tools and fixing products for the construction industry. On 12 February 2015, change of the name of subsidiary Koelner - Rawlplug Middle East FZE to Rawlplug Middle East FZE was registered. On 17 February 2015, RAWLPLUG S.A. executed an agreement with subsidiary Koelner - Tworzywa Sztuczne Sp. z o.o. regarding sale of shares for redemption. Pursuant to the agreement, Koelner - Tworzywa Sztuczne Sp. z o.o. acquired 20 300 own shares with value of PLN 1 000 each and total value of PLN 20 300 thousand. At the same time, an extraordinary general meeting of this company decided to decrease share capital from PLN 26 000 thousand to PLN 5 700 thousand through the redemption of the 20 300 shares purchased. The equivalent of the redeemed shares, i.e. PLN 20 300 thousand, was transferred to the company's supplementary capital. The redemption was free-ofcharge. The transaction has no impact on the financial results of either party to the agreement. On 20 February 2015, the Companies and Intellectual Properties Commission (Republic of South Africa) registered subsidiary RAWL AFRICA (Pty) Ltd., based in Johannesburg, Republic of South Africa. The subsidiary's share capital amounts to USD 25 thousand and has been acquired as follows: 100% of shares, entitling to 100% of votes at the general meeting, acquired by RAWLPLUG S.A. The subsidiary's economic activities include the sale of tools and fixing products for the construction industry. On 30 March 2015, subsidiary Rawlplug Ireland Ltd purchased 39% of shares in Herco Fixings Ltd. for EUR 9 thousand. As a result of the purchase, Rawlplug Ireland Ltd held 100% of Herco Fixings Ltd's share capital. 2/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 On 7 May 2015, change of the name of Koelner-Rawlplug Building and Construction Material Trading LLC to Rawlplug Building and Construction Material Trading LLC was registered. On 1 January 2015, subsidiary Rawlplug Building and Construction Material Trading LLC (United Arab Emirates) was included in full consolidation. On 21 June 2015, Companies Registration Office in Dublin, Ireland, issued a decision on removal of subsidiary Koelner Finance Ltd from the companies register. The company is currently not operational and not subject to consolidation. On 2 July 2015, the Court in Zagreb (Croatia) issued a ruling on the commencement of a process to liquidate subsidiary Koelner d.o.o. From January 2011, the company was not engaged in any sales activities. On 3 August 2015, the process to liquidate subsidiary Koelner Bulgaria EOOD was formally commenced in accordance with Bulgarian law. The Bulgarian company's liquidation follows a decision by the Management Board of RAWLPLUG S.A. on a change of business model in Romania and Bulgaria, as communicated by the Company via current reports in 2014. On 22 September 2015, RAWLPLUG S.A. purchased 9% of shares in LeoTex Ltd. for USD 330 thousand. As a result of the purchase, RAWLPLUG S.A. holds 60% of LeoTex Ltd's share capital. On 22 September 2015, RAWLPLUG S.A. purchased 9% of shares in Koelner - Ukraine LLC for UAH 215 thousand. As a result of the purchase, RAWLPLUG S.A. holds 60% of Koelner - Ukraine LLC's share capital. On 11 December 2015, the extraordinary general meeting of Koelner Inwestycje Budowlane Sp. z o.o. passed a resolution regarding an increase of the company's share capital by PLN 295 thousand, through the issue of 2 950 shares with a nominal value of PLN 100 each. The shares were purchased by RAWLPLUG S.A. for PLN 5 000.25 thousand. The share capital increase was registered on 30 December 2015. Interest on loans and borrowings granted in PLN 000s 31.12.2015 31.12.2014 1 033 1 882 Interest charged and realised 118 760 Interest charged and unrealised, including: 915 1 122 89 135 826 987 Interest charged - due within 3 months - due in over 12 months Finance lease liabilities in PLN 000s Within 1 year Within 1 - 5 years Total minimum lease payments Finance costs (-) Present value of minimum lease payments 31.12.2015 31.12.2014 245 257 84 331 329 588 (3) (6) 326 582 3/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 Derivatives liabilities RAWLPLUG S.A. did not have any liabilities due to derivative instruments as at the end of the reporting period. Loans and borrowings The following table presents the level of loan and borrowing liabilities, together with interest recorded in costs (in PLN 000s): in PLN 000s 2015 Lender 2014 Principle Interest Principle Interest Raiffeisen Bank Polska S.A. Overdraft 59 587 1 777 58 316 2 572 ING Bank Śląski S.A. Overdraft 55 130 1 510 45 000 1 348 5 045 1 873 92 500 2 187 30 068 856 16 205 969 BZ WBK S.A. Short-term investment credit - - - 244 BZ WBK S.A. Overdraft - - - 113 3 309 106 3 310 152 - - - 451 18 909 546 15 105 595 7 456 173 - 50 12 352 288 8 224 419 Stahl GmbH Long-term loans 5 591 87 5 622 116 Koelner Polska Sp. z o.o. Long-term loan 2 672 3 - - - - - 26 4 249 62 4 588 396 204 368 7 281 248 870 9 638 Bank Handlowy w Warszawie S.A. Trade credit BNP Paribas Bank Polska Overdraft Fabryka Pił i Narzędzi Wapienica Sp. z o.o. Short-term loans Koelner Hungária Kft Short-term loans Koelner - Tworzywa Sztuczne Sp. z o.o. Short- and long-term loans Koelner Łańcucka Fabryka Śrub Sp. z o.o. Long-term loan Koelner Rawlplug IP Sp. z o.o. Short-term loans Related parties via key personnel Long-term loan Koelner - Inwestycje Budowlane Sp. z o.o. Long-term loan TOTAL 4/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 Finance costs - realised and unrealised interest on loans and borrowings received (in PLN 000s) Interest comprising costs Incurred Realised 2015 2014 2015 2014 Raiffeisen Bank Polska S.A. Overdraft 1 777 2 572 1 777 2 572 BNP Paribas Bank Polska Overdraft 1 510 969 1481 923 Bank Handlowy w Warszawie S.A. Short-term trade credit 1 873 2 187 1 873 2 187 856 1 348 856 1 348 BZ WBK S.A. Overdraft - 113 - 113 BZ WBK S.A. Long-term investment credit - 244 - 244 106 152 98 142 - 451 - 451 Koelner - Tworzywa Sztuczne Sp. z o.o. Short-term loans 546 595 546 549 Koelner Łańcucka Fabryka Śrub Sp. z o.o. Short-term loans 173 50 173 50 Koelner Rawlplug IP Sp. z o.o. Short-term loans 288 419 255 394 87 116 80 116 Koelner Polska Sp. z o.o. Short-term loans 3 - - - Related parties via key personnel Long-term loan - 26 - 26 62 396 - 396 7 281 9 638 7 139 9 511 ING Bank Śląski S.A. Overdraft Fabryka Pił i Narzędzi Wapienica Sp. z o.o. Short-term loans Koelner Hungária Kft. Short-term loans Stahl GmbH Short-term loans Koelner - Inwestycje Budowlane Sp. z o.o. Long-term loan TOTAL The Company uses floating-rate investment and revolving credit facilities, based on WIBOR, EURIBOR or LIBOR, plus bank margin (detailed information is presented in Notes 16d and 17c). There is a risk that financial results may deteriorate in the event that interest rates go up significantly, however the likelyhood of this happening is low. At the balance sheet date, no financial covenants in credit agreements were infringed on. Repayment dates for the interest on borrowings indicated are within one month. Loans received from related parties are floating-rate instruments based on WIBOR and EURIBOR, plus lender's margin. Interst is charged on the existing debt at the end of each month. Calculating an effective interest rate was not necessary due to the being little difference versus the nominal rates. The fair value of loan and borrowing liabilities does not significantly differ from the carrying amount because their repayment may only take place at the nominal amount, plus accrued interest. 5/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 The fair value of financial assets available for sale was not determined due to the fact that the assets are not quoted on an active regulated market where public trading in financial instruments takes place. 2. CREDIT RISK INFORMATION At RAWLPLUG S.A., credit risk concerns receivables, loans and borrowings as well as cash and cash equivalents. Detailed information about these items is presented in notes to the balance sheet: receivables - notes 3 and 7-8, loans notes 4h and 9a-b, cash and cash equivalents - note 9c in the SA-R 2015 financial statements. Concentration of credit risk results from related-party transactions. The relevant information is presented in point 8 below. 3. OFF-BALANCE SHEET ITEMS As at 31 December 2015, RAWLPLUG S.A. held off-balance sheet liabilities amounting to a total of PLN 112 154 thousand in the form of sureties for repayment of the following (in PLN 000s): - credit agreement for Koelner Polska Sp. z o.o. 46 198 - lease agreements, for Koelner Łańcucka Fabryka Śrub Sp. z o.o. 20 998 - credit agreement, for Koelner Łańcucka Fabryka Śrub Sp. z o.o. 20 465 - on-going commercial trade, for Koelner Łańcucka Fabryka Śrub Sp. z o.o. 14 727 - credit agreement, for Rawlplug Ireland Ltd 7 487 - credit agreement for Fabryka Pił i Narzędzi Wapienica Sp. z o.o. 1 047 - lease agreements, for Koelner Polska Sp. z o.o. 681 - lease agreements, for Koelner IP Sp. z o.o. 541 - on-going commercial trade, for Koelner Rawlplug IP Sp. z o.o. 10 4. LIABILITIES TOWARDS CENTRAL OR LOCAL GOVERNMENT AUTHORITIES DUE TO ACQUISITION OF OWNERSHIP RIGHTS TO BUILDINGS AND STRUCTURES During the reporting period, RAWLPLUG S.A. did not record any liabilities towards central or local government authorities due to acquisition of ownership rights to buildings and structures. 6/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 5. DISCONTINUED OPERATIONS During the reporting period, none of the operations were discontinued. No operations are expected to be discontinued in the subsequent reporting period either. 6. COST OF MANUFACTURE FOR INTERNAL PURPOSES During the reporting period, RAWLPLUG S.A. did not incur costs connected with the manufacture of property, plant and equipment for internal purposes. 7. CAPITAL EXPENDITURE in PLN 000s 2015 4 363 Non-current non-financial assets, including: Machinery and equipment 1 685 Software 1 465 Buildings and structures 936 Research and development 219 58 Other tangible assets 13 006 Non-current financial assets, including: Loans and borrowings granted 6 549 Purchase of shares 6 457 17 369 TOTAL Capital expenditure on non-current non-financial assets amounted to PLN 4 363 thousand in 2015 and mainly concerned expansion and upgrade of machinery and procurement of software. The Company's equity investments, amounting to PLN 13 006 thousand, comprised (in PLN 000s): purchase of shares in Koelner - Inwestycje Budowlane Sp. z o.o. 5 000 purchase of shares in LeoTex Ltd 1 224 purchase of shares in Rawlplug Portugal Lda 103 purchase of shares in Rawl Africa (PTY) Ltd 94 purchase of shares in Koelner-Ukraine LLC 36 long-term loan to Amicus Poliniae Sp. z o.o. 5 236 long-term loan to Rawl Africa (PTY) Ltd 942 long-term loan to WKK Obiekty sp. z o.o. 190 long-term loan to Rawlplug Portugal Lda 121 7/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 long-term loan to Farmlord Trading Ltd 30 long-term loan to Meadowfolk Holdings Ltd 30 8. RELATED-PARTY TRANSACTIONS The table below presented transactions with related parties, including: net receivables, excluding loans and borrowings, as at 31 December 2015, liabilities, excluding loans and borrowings, as at 31 December 2015, revenue for the period 1 January - 31 December 2015, covering revenue from sale of products, services, goods and materials, result on sale of property, plant and equipment, other operating revenues, dividend and interest income, together with income from guarantees and sureties granted, purchases for the period 1 January - 31 December 2015, covering procurement of goods, materials, services and property, plant and equipment, plus initial rent recorded in prepayments. The item also includes finance costs constituting interest on loans received and the cost of guarantees and sureties received. 8/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 in PLN 000s Revenues Koelner - Tworzywa Sztuczne Sp. z o.o. Fabryka Pił i Narzędzi Wapienica Sp. z o.o. Koelner Centrum Sp. z o.o. Koelner CZ s.r.o. Koelner Romania SRL Koelner Bulgaria EOOD Koelner Hungária Kft Koelner Ltd Koelner Deutschland GmbH Koelner Vilnius UAB Koelner Kiev Ltd Rawlplug Middle East FZE Koelner Scandinavia AB Koelner Łańcucka Fabryka Śrub Sp. z o.o. Rawlplug Ireland Ltd Rawl France SAS Rawlplug Ltd Stahl GmbH Amicus Poliniae Sp. z o.o. Herco Fixings Ltd Koelner Trading KLD LLC Farmlord Trading Ltd Koelner Rawlplug IP Sp. z o.o. Meadowfolk Holdings Ltd Koelner - Inwestycje Budowlane Sp. z o.o. LeoTex Ltd Koelner Polska Sp. z o.o. Rawlplug Portugal Lda Rawl Africa (PTY) Ltd Koelner d.o.o. (under liquidation) Key personnel and parties related through key personnel TOTAL Procurement Receivables Liabilities 120 1 246 78 8 398 (46) 10 863 3 074 5 205 11 944 4 238 3 848 3 316 15 278 33 624 2 197 825 11 5 614 1 5 170 1 492 3 323 172 199 134 56 - 4 131 3 383 12 2 815 71 341 1 162 757 20 37 668 103 777 443 87 361 215 20 567 506 4 110 1 387 8 3 1 459 260 609 9 502 174 3 717 3 344 941 212 14 11 027 873 135 48 - 2 211 2 415 6 190 8 1 16 385 22 24 192 1 675 39 811 452 - 6 319 1 24 291 215 79 243 32 319 24 455 9/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 As at 31 December 2015, gross receivables concerning loans amounted to PLN 38 149 thousand, including (in PLN 000s): 24 942 from Amicus Poliniae Sp. z o.o., 6 335 from Rawlplug Ireland Ltd, 2 145 from Rawlplug Middle East FZE, 1 622 from Koelner Trading KLD LLC, 983 from Rawl Africa (Pty) Ltd 948 from Koelner Romania SRL, 793 from Herco Fixings Ltd, 190 from WKK Obiekty sp. z o.o., 129 from Rawlplug Portugal LDA, 31 from Farmlord Trading Ltd, 31 from Meadowfolk Holdings Ltd. An impairment loss was recognised in 2015 on a loan granted to Koelner Romania SRL, amounting to PLN 46 thousand. The impairment loss amounted to PLN 948 thousand as of 31 December 2015. Finance income on loan interest received during the period 1 January - 31 December 2015 was PLN 1 033 thousand, including (in PLN 000s): 825 from Amicus Poliniae Sp. z o.o., 88 from Rawlplug Ireland Ltd, 68 from Koelner Łańcucka Fabryka Śrub Sp. z o.o., 39 from Koelner Trading KLD LLC, 38 from Rawlplug Middle East FZE, 11 from Herco Fixings Ltd, 7 from Rawl Africa (Pty) Ltd, 1 from Rawlplug Portugal LDA, 1 from Farmlord Trading Ltd, 1 from Meadowfolk Holdings Ltd, ( 46 ) from Koelner Romania SRL (correcting invoice for loan interest). As at 31 December 2015, loan and borrowing liabilities amounted to PLN 54 538 thousand, including (in PLN 000s): 18 909 towards Koelner - Tworzywa Sztuczne Sp. z o.o., 12 352 towards Koelner Rawlplug IP Sp. z o.o., 7 456 towards Koelner Łańcucka Fabryka Śrub Sp. z o.o., 5 591 towards Stahl GmbH, 10/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 4 249 towards Koelner - Inwestycje Budowlane Sp. z o.o., 3 309 towards FPiN Wapienica Sp. z o.o. 2 672 towards Koelner Polska Sp. z o.o. Finance costs on loan interest paid during the period 1 January - 31 December 2015 was PLN 1 265 thousand, including (in PLN 000s): 546 towards Koelner - Tworzywa Sztuczne Sp. z o.o., 288 towards Koelner Rawlplug IP Sp. z o.o., 173 towards Koelner Łańcucka Fabryka Śrub Sp. z o.o., 106 towards Fabryka Pił i Narzędzi Wapienica Sp. z o.o., 87 towards Stahl GmbH, 62 towards Koelner - Inwestycje Budowlane Sp. z o.o., 3 towards Koelner Polska Sp. z o.o. As at 31 December 2015, RAWLPLUG S.A. held contingent liabilities on sureties and guarantees granted to related parties in total amounting to PLN 112 154 thousand. A detailed list is presented in the table below. Entity receiving the surety Beneficiary Object of collateral Term of surety / guarantee 46 198 Credit agreement 31.07.2017 20 998 Leasing 01.09.2016; 30.04.2017; Bank Handlowy w Warszawie S.A. 20 465 Credit agreement 31.03.2017 Suppliers 14 727 supplies / services 30.06.2016 Rawlplug Ltd Bank Handlowy w Warszawie S.A. 7 487 Credit agreement 30.06.2017 FPiN Wapienica Sp. z o.o. Bank Handlowy w Warszawie S.A. 1 047 Credit agreement 31.05.2017 Koelner Polska Sp. z o.o. Bank Handlowy w Warszawie S.A. Koelner Łańcucka Fabryka Śrub Sp. z o.o. ING Lease Polska Sp. z o.o. Koelner Łańcucka Fabryka Śrub Sp. z o.o. Koelner Łańcucka Fabryka Śrub Sp. z o.o. Surety / guarantee liabilities (in PLN 000s) Koelner Polska Sp. z o.o. Raiffeisen Leasing Polska S.A. 547 Leasing Koelner Rawlplug IP Sp. z o.o. Raiffeisen Leasing Polska S.A. 541 Leasing Koelner Polska Sp. z o.o. LeasePlan Fleet Management (Polska) Sp. z o.o. 134 Leasing Koelner Rawlplug IP Sp. z o.o. Suppliers 10 supply from 31.03.2017 to 30.06.2018 from 30.04.2018 to 01.06.2020 from 01.2016 to 09.2018 to 02.04.2019 11/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 In 2015, RAWLPLUG S.A. received new guarantees as well as annexed existing agreements. On 13 March 2014, RAWLPLUG S.A. executed an agreement with Bank Handlowy w Warszawie S.A. concerning a short-term credit facility, the amount of which at 31 December 2014 was PLN 92 500 thousand. As collateral for the full repayment of the credit facility, a civil-law surety was granted by Koelner Łańcucka Fabryka Śrub Sp. z o.o., Koelner Rawlplug IP Sp. z o.o., FPiN Wapienica Sp. z o.o., Koelner Polska Sp. z o.o. and Radosław Koelner. The credit agreement lapsed in 2015 and therefore the guarantees issued to the Company also expired. In 2015, the following RAWLPLUG Group companies: Koelner Łańcucka Fabryka Śrub Sp. z o.o., FPiN Wapienica Sp. z o.o., Koelner Polska Sp. z o.o., Rawlplug Ltd and RAWLPLUG S.A. executed credit agreements with Bank Handlowy w Warszawie S.A. Collateral for repayment included mutual sureties. The entity issuing the sureties was Koelner Rawlplug IP Sp. z o.o. The following table presents liabilities on the sureties received by RAWLPLUG S.A. as of 31 December 2015: Entity issuing the surety Koelner Polska Sp. z o.o. FPiN Wapienica Sp. z o.o., Koelner Rawlplug IP Sp. z o.o., Koelner Łańcucka Fabryk Śrub sp. z o.o., Koelner Polska Sp. z o.o. Beneficiary Level of credit liabilities guaranteed by other entities Term for which the surety was issued Raiffeisen Bank Polska S.A. 59 586 31.01.2017 Bank Handlowy w Warszawie S.A. 5 045 30.11.2016 All related-party transactions were executed on market terms, and their nature and terms result from the on-going operating activities of the Company or its subsidiaries. 9. UNCONSOLIDATED JOINT VENTURES During the reporting period, there were no joint ventures that were not subject to full consolidation or equity-method accounting. 10.NATURE AND ECONOMIC PURPOSE OF AGREEMENTS EXECUTED BY THE COMPANY SUCH AS ARE NOT INCLUDED IN THE BALANCE SHEET IN A SCOPE SUFFICIENT TO ASSESS THEIR IMPACT ON THE ENTITY'S ASSET POSITION, FINANCIAL SITUATION AND EARNINGS Not applicable. 12/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 11.STATUTORY AUDITOR'S REMUNERATION, PAID OR DUE TO BE PAID FOR THE FINANCIAL YEAR Pursuant to a decision of the Supervisory Board of 7 May 2015, selected as the entity authorised to audit RAWLPLUG S.A.'s separate financial statements and RAWLPLUG Group's consolidated financial statements for 2015 was BDO Sp. z o.o., based in Warsaw, ul. Postępu 12, entered into the list of entities authorised to audit financial statements held by the National Statutory Auditors Chamber in Poland under number 3355. Pursuant to the agreement signed on 24 June 2015, the selected auditor was to carry out, and carried out: review of RAWLPLUG S.A.'s separate financial statements for H1 2015; review of RAWLPLUG Group's consolidated financial statements for H1 2015; audit of RAWLPLUG S.A.'s separate financial statements for FY 2015; audit of RAWLPLUG Group's consolidated financial statements for FY 2015. RAWLPLUG S.A. had not used BDO Sp. z o.o.'s services in the past. Total amount of fees paid or due to be paid pursuant to the agreement concerning audit and review of financial statements, together with fees paid or due to be paid for tax advisory services: (in PLN 000s) 2015 2014 Review 60 68 Audit 40 35 Tax and legal advisory - 28 Last year, the entity authorised to audit RAWLPLUG S.A.'s separate financial statements and RAWLPLUG Group's consolidated financial statements for 2014 was Grant Thornton Frąckowiak Sp. z o.o. S.k., based in Poznań. 12. AVERAGE EMPLOYMENT, BY EMPLOYEE GROUP No. of people Employment 2015 Direct production workers 157 Indirect production workers 101 Administration 118 Total 376 13/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 13. REMUNERATION AND PAY BONUSES PAID OR DUE TO BE PAID TO MANAGEMENT BOARD AND SUPERVISORY BOARD MEMBERS Remuneration paid or due to be paid to Management Board members (in PLN 000s): Management Board Radosław Koelner 1.01.2015 – 31.12.2015 - President 777 including roles at subsidiaries, associates and jointly controlled entities Piotr Kopydłowski - Member, responsible for finance including roles at subsidiaries, associates and jointly controlled entities 317 497 158 Remuneration paid or due to be paid to Supervisory Board members (in PLN 000s): Supervisory Board 1.01.2015 - 31.12.2015 Krystyna Koelner - Chairperson 20 Tomasz Mogilski - Deputy Chairperson 118 Przemysław Koelner* - Member - Zbigniew Pamuła - Member 13 Zbigniew Szczypiński - Member 15 Zbigniew Stabiszewski - Member 15 Wojciech Heydel - Member 15 Janusz Pajka - Member 13 * Przemysław Koelner's term as Member of the Supervisory Board expired on 26 June 2015. The Ordinary General Meeting of RAWLPLUG S.A. did not appoint him for a new term of the Supervisory Board. 14. OUTSTANDING ADVANCES, CREDIT FACILITIES, LOANS, GUARANTEES, SURETIES OR OTHER AGREEMENTS CONCERNING CONSIDERATIONS TO BE PROVIDED TO THE COMPANY, GRANTED TO MANAGEMENT BOARD AND SUPERVISORY BOARD MEMBERS As at 31 December 2015, RAWLPLUG S.A. held receivables due to advances paid to: Management Board members PLN 37 thousand, The accounts do not include any other outstanding advances, credit facilities, loans, guarantees, sureties or other agreements concerning considerations to be provided to the Company, granted to Management Board and Supervisory Board members. 14/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 15. INFORMATION ON SIGNIFICANT PRIOR-YEAR EVENTS RECOGNISED IN THE CURRENT-PERIOD FINANCIAL STATEMENTS Not applicable. 16. INFORMATION ON SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD THAT REQUIRE DISCLOSURE IN THE FINANCIAL STATEMENTS Not applicable. 17. INFORMATION ON SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD THAT WERE NOT DISCLOSED IN THE FINANCIAL STATEMENTS On 7 January 2016, RAWLPLUG S.A. signed an annex to a framework revolving credit facility agreement with Raiffeisen Bank Polska S.A. of 26 June 2003. The annex increased the Company's limit from PLN 70 million to PLN 79 million and extended the repayment deadline to 31 January 2018. On 16 February 2016, RAWLPLUG S.A. signed an annex to a revolving overdraft facility agreement with BNP Paribas Polska S.A., which was announced by the Company in current reports 2/2013 of 5 March 2013 and 6/2015 of 1 April 2015. The annex increased the Company's limit to PLN 40 million and extended the repayment date to 3 April 2017. 18.RELATIONS BETWEEN THE COMPANY AND ITS LEGAL PREDECESSOR Not applicable. 19.FINANCIAL STATEMENTS AND COMPARATIVE FINANCIAL DATA, ADJUSTED FOR INFLATION Given the fact that during the years covered by the financial statements and comparative data, accumulated inflation did not exceed 100%, financial statements adjusted for inflation are not presented. 15/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 20.DIFFERENCES, TOGETHER WITH EXPLANATIONS, BETWEEN DATA DISCLOSED IN THE FINANCIAL STATEMENTS AND COMPARATIVE DATA AND IN PREVIOUSLY PUBLISHED FINANCIAL STATEMENTS Not applicable. 21. CHANGES IN ADOPTED ACCOUNTING PRINCIPLES AND PROCEDURES FOR PREPARING FINANCIAL STATEMENTS SINCE THE PREVIOUS FINANCIAL YEAR No changes were made in 2015 in respect of the adopted accounting principles and procedures for preparing financial statements since the previous financial year. 22. CORRECTION OF FUNDAMENTAL ERRORS Not applicable. 23. GOING CONCERN These financial statements have been prepared on a going concern basis. There are no circumstances indicating a threat to the Company's status as a going concern in the near future. 24. BUSINESS COMBINATIONS DURING THE REPORTING PERIOD There were no business combinations with other entities in 2015. 16/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 25. EFFECTS OF MEASUREMENT OF EQUITY-ACCOUNTED ENTITIES in PLN 000s Koelner - Tworzywa Sztuczne Sp. z o.o. Koelner CZ s.r.o. Koelner Romania SRL Koelner Centrum Sp. z o.o. FPiN Wapienica Sp. z o.o. Koelner Hungaria Kft Koelner Bulgaria EOOD Koelner Vilnius UAB Koelner Kiev Ltd Koelner Deutschland GmbH* Koelner Ltd Rawlplug Ltd Rawl France SAS Rawlplug Ireland Ltd Farmlord Trading Ltd* Rawl Scandinavia AB Koelner Middle East FZE* Koelner-Rawlplug IP Sp. z o.o.** Koelner Kazakhstan Ltd Koelner-Ukraine LLC** Koelner Trading KLD LLC Koelner d.o.o. LeoTex Ltd Koelner - Inwestycje Budowlane Sp. z o.o. Koelner Slovakia s.r.o. Koelner Polska Sp. z o.o. Rawlplug Portugal LDA** Rawl Africa (Pty) Ltd TOTAL Measurement of equity-accounted entities Carrying amount net Effect on equity 32 521 5 700 26 821 1 683 493 1 190 (12 901) - (12 901) 1 192 255 937 29 242 12 088 17 154 24 597 10 502 14 095 (1 846) - (1 846) 7 304 1 937 5 367 (607) 893 (1 500) 21 222 21 548 (326) (1 296) - (1 296) 38 200 48 730 (10 529) 6 495 16 880 (10 385) 4 023 10 299 (6 276) 83 721 76 852 6 869 979 209 770 11 618 2 398 9 220 303 586 63 677 239 909 (1 122) 2 (1 124) 1 360 5 067 (3 707) (3 132) (180) 1 240 2 960 1 226 (6 092) (180) 14 5 204 5 005 199 669 449 220 (11 079) 10 008 (21 087) (290) 103 (393) (374) 94 (468) 542 031 297 375 244 656 * Equity-method accounting considers the share of the net assets of entity's groups. ** The carrying amount considers interests diectly and indirectly held by RAWLPLUG S.A. 26. BASIS FOR LACK OF CONSOLIDATED FINANCIAL STATEMENTS RAWLPLUG S.A. prepares consolidated financial statements in accordance with IAS/IFRS. 27. SEGMENT REPORTING 17/18 Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015 RAWLPLUG S.A.'s operations are not diversified. Segment information is presented in RAWLPLUG Group's consolidated financial statements for 2015. Radosław Koelner - President of the Management Board Piotr Kopydłowski - Member of the Management Board responsible for finance Person responsible for book-keeping Anna Piotrowska-Kus – Chief Accountant 18/18