POL-MOT WARFAMA S.A. CAPITAL GROUP - Ursus...In 2010, the POL-MOT Warfama SA Capital Group received...

POL-MOT WARFAMA S.A.

MANAGEMENT BOARD’S REPORT

FOR THE PERIOD FROM JANUARY 1ST 2010

MOT WARFAMA S.A. CAPITAL GROUP

MANAGEMENT BOARD’S REPORT

THE PERIOD FROM JANUARY 1ST 2010 TO DECEMBER 31ST 20TO DECEMBER 31ST 2010

TABLE OF

TABLE OF CONTENTS................................

LETTER OF PRESIDENT OF THE MANAGEMENT BO

1. BASIS OF PREPARING FINANCIAL STATEMENTS

2. GENERAL INFORMATION ABOUT THE COMPANY.

3. OVERVIEW OF BASIC ECONOMIC AND FINANCIALFINANCIAL STATEMENTS.

4. EMPLOYMENT IN POL-MOT WARFAMA CAPITAL

5. DESCRIPTION OF SIGNIFICANT RISKS AND DANLEVEL OF THEIR IMPACT ON THE ISSUER

6. INFORMATION ABOUT BAS

7. INFORMATION ABOUT MAINTERNATIONAL MARKET

8. INFORMATION ABOUT SIGNIFICANT CONTRACTS.

9. INFORMATION ABOUT THCONNECTIONS WITH OTH

10. TRANSACTIONS WITH PARENT ENTITIES IF THEFROM THE BEGINNING OF THE REPORTING PERIOF 500.000 EUR. ................................

11. INFORMATION ON TAKENDUE DATES, AND ON WARRANTIES AND GUARANT

12. INFORMATION ON TAKEN LOANS AND LOAN AND GUARANTEES GRANT

13. IN THE EVENT OF THE ISSUE OF SECURITIES FINANCIAL STATEMENTSISSUER.................................................................

14. EXPLANATION OF DIFFERENCES BETWEEN THE AAND PREVIOUSLY PUBLISHED FORECASTS.

15. ASSESSMENT AND IDENTIFICATION OF POSSIBLBY THE COMPANY OR TO BE TAKEN IN OR................................................................

16. ASSESSMENT OF CONTEMCAPITAL INVESTMENTS AGAINST POSSESSED FUPOSSIBLE CHANGES IN THE FINANCIN

Page

Management Board’s Report Integral Part of the Annual Report

TABLE OF CONTENTS

................................................................................................................................

OF THE MANAGEMENT BOARD. ................................................................

INANCIAL STATEMENTS. ................................................................

ABOUT THE COMPANY................................................................

ONOMIC AND FINANCIAL VALUES DISCLOSED IN .................................................................................................

MOT WARFAMA CAPITAL GROUP.................................

FICANT RISKS AND DANGERS WITH DEFINITIONIMPACT ON THE ISSUER................................................................

NFORMATION ABOUT BASIC PRODUCTS.................................................................

INFORMATION ABOUT MARKETS WITH DIVISION INTO THE DOMESTIC ANINTERNATIONAL MARKET AND INFORMATION ABOUT SUPPLIERS. ..........................

GNIFICANT CONTRACTS. ...........................................................

INFORMATION ABOUT THE ISSUER’S ORGANIZATIONAL OR CAPITAL CONNECTIONS WITH OTHER ENTITIES. ................................................................

RENT ENTITIES IF THEIR SINGLE OR TOTAL VALUE F THE REPORTING PERIOD EXCEEDS THE EQUIV

................................................................................................................................

INFORMATION ON TAKEN LOANS AND LOAN AGREEMENTS, INCLUDING THERRANTIES AND GUARANTEES GRANTED...............................

AKEN LOANS AND LOAN AGREEMENTS AND ON WARRANTIES AND GUARANTEES GRANTED. ................................................................................................

ISSUE OF SECURITIES IN THE PERIOD COVERED BY THE – ALLOCATION OF RECEIPTS FROM THE ISSUE BY

................................................................................................

RENCES BETWEEN THE ACHIEVED FINANCIAL RESHED FORECASTS.................................................................

IFICATION OF POSSIBLE THREATS AND ACTIONOR TO BE TAKEN IN ORDER TO PREVENT POSSIBLE THREATS

..............................................................................................................................

ASSESSMENT OF CONTEMPLATED PROJECTS PERFORMANCE, INCLUDING AGAINST POSSESSED FUNDS, TAKING INTO ACC

THE FINANCING STRUCTURE OF THIS ACTIVITY.

Page 2 of 31

Management Board’s Report – 2010Annual Report – 2010

.................................2

.................................4

.................................5

...............................5

VALUES DISCLOSED IN THE .............................................9

.............................................. 11

OF THE ............................................ 11

.............................................14

INTO THE DOMESTIC AND .......................... 18

...........................19

................................................20

ALUE OD EXCEEDS THE EQUIVALENT

................................20

MENTS, INCLUDING THEIR ..............................21

AND ON WARRANTIES ...................................21

D BY THE TS FROM THE ISSUE BY

...............................................22

CHIEVED FINANCIAL RESULTS .........................................22

E THREATS AND ACTIONS TAKEN BLE THREATS

..............................22

ORMANCE, INCLUDING NDS, TAKING INTO ACCOUNT

ACTIVITY. ...............23

17. ASSESSMENT OF EXTRAORDINARY FACTORS AND FINANCIAL RESULTS ACHIEVED IN

18. CHARACTERISTICS OF EXTERNAL AND INTERNALCAPITAL GROUP’S DEVELOPMENT.

19. ORGANIZATIONAL CHANGES IN THE POL

20. CHANGES IN MANAGEMEN

21. AGREEMENTS CONCLUDED

22. REMUNERATION, REWARDTHE MANAGERIAL AND SUPERVISORY STAFF.

23. THE TOTAL AMOUNT ANDMANAGEMENT AND SUPER

24. COMPANY SHAREHOLDERSOF VOTES AT THE GENERAL MEETING OF SHARE

25. INFORMATION ON ANY AGREEMENTS, THAT IN TCHANGES IN THE PROPORTION OF SHARES HELDAND BONDHOLDERS.................................

26. POINTING SHAREHOLDERPOL-MOT WARFAMA S.A..................................

29. INFORMATION OF AGREEMENT WITH ENTITY AUTFINANCIAL STATEMENT.................................

30. STATEMENT OF RESPONISBLE PERSONS FOR INFORMATION IN THE ANNUAL REPORT FROM CAPITAL GROUP

Page


RDINARY FACTORS AND EVENTS INFLUENCING THIEVED IN 2010................................................................

XTERNAL AND INTERNAL FACTORS VITAL FOR TH’S DEVELOPMENT. ........................................................................................

ANGES IN THE POL-MOT WARFAMA CAPITAL GROUP

CHANGES IN MANAGEMENT AND SUPERVISORY BOARD.................................

AGREEMENTS CONCLUDED BETWEEN ISSUER AND MANAGEMENT BOARD.

REMUNERATION, REWARDS AND BENEFITS PAID, DUE OR POTENTIALLY DUPERVISORY STAFF. ................................................................

THE TOTAL AMOUNT AND NET VALUE OF SHARES POSSESSING BY THE MANAGEMENT AND SUPERVISORY BOARD.................................................................

COMPANY SHAREHOLDERS HOLDING DIRECTLY OR INDIRECTLY AT LEAST RAL MEETING OF SHAREHOLDERS. ................................

GREEMENTS, THAT IN THE FUTURE MAY LEAD TRTION OF SHARES HELD BY FORMER SHAREHOLDE

.....................................................................................................................

POINTING SHAREHOLDERS, WHICH HAVE SPECIAL CONTROL RIGHTS AGA................................................................................................

MENT WITH ENTITY AUTHORISED TO AUDIT OF ................................................................................................

30. STATEMENT OF RESPONISBLE PERSONS FOR INFORMATION IN THE ANNUAL APITAL GROUP'S ACTIVITY……………………………………………...3

Page 3 of 31


EVENTS INFLUENCING THE ................................................23

FACTORS VITAL FOR THE ........................ 24

GROUP.........25

...............................................25

ANAGEMENT BOARD. ..........26

DUE OR POTENTIALLY DUE, TO ...................................27

.........................................28

INDIRECTLY AT LEAST 5% ........................................29

HE FUTURE MAY LEAD TO BY FORMER SHAREHOLDERS

..................... 29

L CONTROL RIGHTS AGAINST ............................................ 29

HORISED TO AUDIT OF .............................................30

30. STATEMENT OF RESPONISBLE PERSONS FOR INFORMATION IN THE ANNUAL ACTIVITY……………………………………………...30

Letter of President of the Management Board

Dear Sir or Madam,

I am pleased to present the financial statementfinancial year ended 31 December 2010

In 2010, the POL-MOT Warfama SA Capital Group received revenues from sales of PLN 122 834 thousand. The company POL1.8% compared to 2009 (with exemptions for the sale of a subsidiary), while theBioenergia Invest SA achieved a revenue growth of 35% compared to 2009. The main reason for the increase in revenues in the company POLincrease agricultural machinery and equipment sales in the domestic market. This was possible thanks to the constant modernization and expansion of the Company's product range. An example is the introduction in 2010 of a new series of tractors POLwhich is very popular and appreciated by the recipients. Significant revenue growth in thecompany Bioenergia Invest SA in 2010 was caused by an increase in the number of leased lines and adopting the company's commercial activity in the market of biomass.

The net financial result of the Capital Group at the end of 2010 amounted to PLN 522 thousand. Adverse impact on the financial result in 2010 had considerable expenditure incurred by the parent company POLcampaign associated with the launch of a new product

In 2010, POL-MOT Warfama SA purchased from the trustee in bankruptcy of Daewoo Motor Poland Ltd. property in Lublin, ul. Mełgiewskiej 7company plans to expand R & D division andvacuum trucks, tractors and pickplanned for early 2011.

The Capital Group’s development strategy pursued by the Executive Board of the parent company is assumed to become the major retailer of agricultural tractors in the dommarket, broadening the range of machines sold and the acquisition of customers for the newly launched products Launching new tractors POLcampaign in 2010 will strengthen the Capital Group’s position on domestic market.

The Management Board of POLshareholders, customers and suppliers for the trust that they have placed in us. also like to thanks all employers who contribute to Company’s development.

Yours faithfully,Chairman of POL-MOT Warfama S.A. Company’s Board of ManagementAdam Dobieliński

Page


Letter of President of the Management Board.

financial statement of POL-MOT Warfama S.A.December 2010.

MOT Warfama SA Capital Group received revenues from sales of PLN 122 834 thousand. The company POL-MOT Warfama SA achieved a revenue growth of 1.8% compared to 2009 (with exemptions for the sale of a subsidiary), while theBioenergia Invest SA achieved a revenue growth of 35% compared to 2009. The main reason for the increase in revenues in the company POL-MOT Warfama SA was to increase agricultural machinery and equipment sales in the domestic market. This was

ible thanks to the constant modernization and expansion of the Company's product range. An example is the introduction in 2010 of a new series of tractors POLwhich is very popular and appreciated by the recipients. Significant revenue growth in thecompany Bioenergia Invest SA in 2010 was caused by an increase in the number of leased lines and adopting the company's commercial activity in the market of biomass.

The net financial result of the Capital Group at the end of 2010 amounted to PLN 522 usand. Adverse impact on the financial result in 2010 had considerable

incurred by the parent company POL-MOT Warfama SA on campaign associated with the launch of a new product - agricultural tractor H series

T Warfama SA purchased from the trustee in bankruptcy of Daewoo Motor Poland Ltd. property in Lublin, ul. Mełgiewskiej 7-9. In the new location, the

to expand R & D division and launch of production including trailers, and pick-up Grand Tiger, which sales on the Polish market is

The Capital Group’s development strategy pursued by the Executive Board of the parent company is assumed to become the major retailer of agricultural tractors in the dommarket, broadening the range of machines sold and the acquisition of customers for the

Launching new tractors POL-MOT H and wide advertising will strengthen the Capital Group’s position on domestic market.

The Management Board of POL-MOT Warfama would like to sincerely thank our shareholders, customers and suppliers for the trust that they have placed in us. also like to thanks all employers who contribute to Company’s development.

MOT Warfama S.A. Company’s Board of Management

Page 4 of 31


MOT Warfama S.A. for the

MOT Warfama SA Capital Group received revenues from sales of PLN MOT Warfama SA achieved a revenue growth of

1.8% compared to 2009 (with exemptions for the sale of a subsidiary), while the company Bioenergia Invest SA achieved a revenue growth of 35% compared to 2009. The main

MOT Warfama SA was to increase agricultural machinery and equipment sales in the domestic market. This was

ible thanks to the constant modernization and expansion of the Company's product range. An example is the introduction in 2010 of a new series of tractors POL-MOT H, which is very popular and appreciated by the recipients. Significant revenue growth in thecompany Bioenergia Invest SA in 2010 was caused by an increase in the number of leased

The net financial result of the Capital Group at the end of 2010 amounted to PLN 522 usand. Adverse impact on the financial result in 2010 had considerable capital

on marketing series.

T Warfama SA purchased from the trustee in bankruptcy of Daewoo he new location, the

launch of production including trailers, sales on the Polish market is

The Capital Group’s development strategy pursued by the Executive Board of the parent company is assumed to become the major retailer of agricultural tractors in the domestic market, broadening the range of machines sold and the acquisition of customers for the

wide advertising will strengthen the Capital Group’s position on domestic market.

would like to sincerely thank our shareholders, customers and suppliers for the trust that they have placed in us. We would

1. Basis of preparing financial statements

The consolidated financial statement of the has been prepared on the basis of: International Financial Reporting Standards (IFRS) and International Accounting

Standards (IAS) approved by the European Union using the same principles for the current and comparative periods.

In the absence of relevant regulations on the basis of1994 (with subsequent amendments).

In 2010 the Issuer changedproperties, which are valuedaddition, in 2010 were standardizedThis right is recognized in tangible fixed assets depreciation.

The financial statement has been drawn up(thousand; PLN),

2. General information about the C

Company: POL – MOT WARFAMA S.A. (public limited company)

Seat: DOBRE MIASTO

Address: 11-040 Dobre Miasto, ul. Fabryczna 21

NIP 739-23-88-088

REGON 510481080

Joint stock: 22.180.000 PLN

Telephone number: (+48 89) 615 34 00

Fax number: (+48 89) 615 34 26

E-mail: [email protected]

Website: www.warfama.pl, www.supertraktor.pl

POL-MOT Warfama S.A. –transformation of the legal form of the resolution dated 24 June 1997 into a divisions formed by acquisitions POLestablishing new division in Lublin.

POL-MOT Warfama S.A. is registered in the National Court Register by the District Court in Olsztyn VIII Economic Division at No.0registration number RHB 2234). The company activity is agricultural machinery production, according to PKD - 28.3

Page


Basis of preparing financial statements.

financial statement of the POL-MOT Warfama Capital Group of:

International Financial Reporting Standards (IFRS) and International Accounting approved by the European Union using the same principles for the

current and comparative periods.

gulations on the basis of Accounting Act of 29 September 1994 (with subsequent amendments).

its accounting policies for the valuation ofvalued at fair value, including the retrospective valuation. standardized the recording rights to perpetual usufruct

tangible fixed assets in the position - land and not

has been drawn up in the Polish currency – polski

General information about the Capital Group.

S.A. (public limited company)

040 Dobre Miasto, ul. Fabryczna 21

(+48 89) 615 34 00

www.supertraktor.pl

the dominant entity - was established in result of of the legal form of the POL-MOT WARFAMA Ltd. pursuant to the

resolution dated 24 June 1997 into a Public Limited Company. The present structuredivisions formed by acquisitions POL-MOT Warfama S.A. with subsidiaries and by

ng new division in Lublin. The Company has an unlimited period of operation.

Warfama S.A. is registered in the National Court Register by the District Court in Olsztyn VIII Economic Division at No.0000013785 since 23 May 2001 (former registration number RHB 2234). The company activity is agricultural machinery

28.3 - Machinery production for agriculture and forestry

Page 5 of 31


Capital Group for 2010

International Financial Reporting Standards (IFRS) and International Accounting approved by the European Union using the same principles for the

ting Act of 29 September

investment the retrospective valuation. In

rights to perpetual usufruct of land. not subject to

polski złoty

was established in result of pursuant to the

ompany. The present structure of Warfama S.A. with subsidiaries and by

The Company has an unlimited period of operation.

Warfama S.A. is registered in the National Court Register by the District Court 000013785 since 23 May 2001 (former

registration number RHB 2234). The company activity is agricultural machinery Machinery production for agriculture and forestry.

According to the Warsaw Stock Exchange classification: Machinery industry sector. On the day of drawing up of this report, the share capital of the Company was 22.180.000 ordinary bearer shares and was divided into 22.180.000 share, nominal value of each one was 1,00 PLN.

The Capital Group comprises two companies:

1. POL-MOT Warfama S.

POL-MOT Warfama S.A. is a recognized Polish manufacturer of agricultural machinery and equipment, like roll balers, manure spreaders, trailers, tractors, front loaders, machines for hay-silage crops and transport, machines for straw grloaders and backhoe loaders. The Company has a factory in Dobre Miasto near Olsztyn and three divisions in Biedaszki Małe near Kętrzyn,

On the day of drawing up of this report, the Company was

1. Adam Dobieliński -2. Karol Zarajczyk -3. Jan Andrzej Wielgus -4. Tomasz Horbal -

POL-MOT Warfama is a direct heir of the State Enterprise Machine Factory “AGROMET-WARFAMA” Dobre Miasto, established in 1946.products of this factory were the simple “Jutrzenka” threshers. In subsequent years, its production range gradually expanded. In the 1970s, the factory was expanded and in 1978, serial production of dump-body trailers began.company was 1997, when the plant became Warfama (85,7%) was acquired by Polenterprises began. Roll-balers, bale wrapping machines and bale loader trailers were added to the production range, which now made a complete technological line for gathering and storing green fodder, hay and straw.

In 2003, the production offer was extended by the family of tractorloaders Mikrus. At the end of 2006, POLagreement with a Chinese corporation, Shandong Foton Heavy Indusconcerning the distribution of its pr

In 2006, POL-MOT Warfama S.A. Dobre Miasto merged with PolBiedaszki Małe – a manufacturer known mostly for TUR tractor front loaders, populrural areas and launched new tractors FOTON POL

In December 2006, POL-MOT Warfama acquired 100% shares in Agricultural Machine Factory POL-MOT Opalenica Sp. z o. o, with seat in Opalenica.

December 27, 2007 – Debut on the Warsaw Stock Exchange. 4,18, which comprise the increase of 4,5% in comparison with price of issue.

Page


According to the Warsaw Stock Exchange classification: Machinery industry sector. On the day of drawing up of this report, the share capital of the Company was 22.180.000 ordinary bearer shares and was divided into 22.180.000 share, nominal value of each one

The Capital Group comprises two companies:

MOT Warfama S.A. (parent company)

Warfama S.A. is a recognized Polish manufacturer of agricultural machinery and equipment, like roll balers, manure spreaders, trailers, tractors, front loaders, machines

silage crops and transport, machines for straw grinding and briquetting, grabloaders and backhoe loaders. The Company has a factory in Dobre Miasto near Olsztyn

Biedaszki Małe near Kętrzyn, Lublin and in Opalenica.

On the day of drawing up of this report, the Company was represented by:

President of the Management BoardVice-President of the Management BoardMember of the Management BoardMember of the Management Board

direct heir of the State Enterprise – Warmian Agricultural WARFAMA” Dobre Miasto, established in 1946.

products of this factory were the simple “Jutrzenka” threshers. In subsequent years, its panded. In the 1970s, the factory was expanded and in 1978,

body trailers began. A critical moment in the history of the company was 1997, when the plant became privatized, and the majority shareholding of

was acquired by Pol-Mot Holding. It was when a dynamic growth of the balers, bale wrapping machines and bale loader trailers were added

to the production range, which now made a complete technological line for gathering and green fodder, hay and straw.

In 2003, the production offer was extended by the family of tractor-mounted backhoe loaders Mikrus. At the end of 2006, POL-MOT Warfama S.A. signed a cooperation agreement with a Chinese corporation, Shandong Foton Heavy Industries Co., Ltd, concerning the distribution of its products in Poland and in neighbourhood markets.

Warfama S.A. Dobre Miasto merged with Pol-Mot TUR S.A. in a manufacturer known mostly for TUR tractor front loaders, popul

rural areas and launched new tractors FOTON POL-MOT.

MOT Warfama acquired 100% shares in Agricultural Machine MOT Opalenica Sp. z o. o, with seat in Opalenica.

Debut on the Warsaw Stock Exchange. The opening bid was PLN , which comprise the increase of 4,5% in comparison with price of issue.

Page 6 of 31


According to the Warsaw Stock Exchange classification: Machinery industry sector. On the day of drawing up of this report, the share capital of the Company was 22.180.000 ordinary bearer shares and was divided into 22.180.000 share, nominal value of each one

Warfama S.A. is a recognized Polish manufacturer of agricultural machinery and equipment, like roll balers, manure spreaders, trailers, tractors, front loaders, machines

inding and briquetting, grab-type loaders and backhoe loaders. The Company has a factory in Dobre Miasto near Olsztyn

Warmian Agricultural WARFAMA” Dobre Miasto, established in 1946. The first

products of this factory were the simple “Jutrzenka” threshers. In subsequent years, its panded. In the 1970s, the factory was expanded and in 1978,

A critical moment in the history of the , and the majority shareholding of

Mot Holding. It was when a dynamic growth of the balers, bale wrapping machines and bale loader trailers were added

to the production range, which now made a complete technological line for gathering and

mounted backhoe cooperation

tries Co., Ltd, markets.

Mot TUR S.A. in a manufacturer known mostly for TUR tractor front loaders, popular in

MOT Warfama acquired 100% shares in Agricultural Machine

The opening bid was PLN

2008 – there was established the division in Lublin according to the Management Board resolution from 9 June 2008 and accepted resolution of the Superviso

April 17, 2009 – after the decision of District Court in Olsztyn V Economic Division at No V Gup 7/06 the bankruptcy proceedingsimplemented the decision to remove the Felgex sp. z o.o. company from the Register of Companies.

August 31, 2009 (the day of takeover)Division registered the acquisitionDue to the fact that the POL-MOT Warfama Opalenica sp. z o.o. shares the Opalenica company’s assets without increasIn accordance with Art 494 of the Company Code POLacquisition entered in FMR POL-

On 14 October 2010 POL-MOT Warfama SA purchased from ththe company DAEWOO MOTOR POLAND Ltd. property located in Lublin, ul. Mełgiewskiej 7-9. Some of the acquired property with R & D center and production of machinery and equipment were previously leased by the Issuer.

The POL-MOT Warfama S.A. in Dobre Miasto is a subsidiary company under the control) of POL-MOT Holding S.A. in Warsaw. POL13 732 242 shares of POL-MOT Warfama S.A., which is 61,91% share in total amount of voting stocks on the Annual General Meeting.

2. Bioenergia Invest S.A. (subsidiary)

Company: Bioenergia Invest S.A.

Seat: DOBRE MIASTO

Address: 11-040 Dobre Miasto, ul. Fabryczna 21

NIP 525-243-76-44

REGON 141585020

Joint stock: 8.118.000,00 PLN

Telephone number: (+48 89) 615 36 09

Fax number: (+48 89) 615 36 09

E-mail: [email protected]

Bioenergia Invest S.A. is registered in the National Court Register by the District Court in Olsztyn VIII Economic Division at No.0000315483. The company activity is and sale of products (briquettes)

Page


there was established the division in Lublin according to the Management Board resolution from 9 June 2008 and accepted resolution of the Supervisory Board.

decision of District Court in Olsztyn V Economic Division at No V Gup 7/06 the bankruptcy proceedings were closed and on 10 July 2009 there was implemented the decision to remove the Felgex sp. z o.o. company from the Register of

2009 (the day of takeover) - the District Court in Olsztyn VIII Economic Division registered the acquisition of FMR POL-MOT Opalenica sp. z o.o. in Opalenica

MOT Warfama earlier had taken over 100% FMR POLOpalenica sp. z o.o. shares the process completed by taking possession of the

assets without increasing the POL-MOT Warfama’s initial capitalArt 494 of the Company Code POL-MOT Warfama on the day of

-MOT Opalenica sp. z o.o. company’s law and duties.

MOT Warfama SA purchased from the trustee in bankruptcy of the company DAEWOO MOTOR POLAND Ltd. property located in Lublin, ul.

9. Some of the acquired property with R & D center and production of machinery and equipment were previously leased by the Issuer.

arfama S.A. in Dobre Miasto is a subsidiary company (that operates MOT Holding S.A. in Warsaw. POL-MOT Holding S.A. holds MOT Warfama S.A., which is 61,91% share in total amount of

ual General Meeting.

Bioenergia Invest S.A. (subsidiary)

Bioenergia Invest S.A. (public limited company)

040 Dobre Miasto, ul. Fabryczna 21

(+48 89) 615 36 09

(+48 89) 615 36 09

[email protected]

Bioenergia Invest S.A. is registered in the National Court Register by the District Court in Olsztyn VIII Economic Division at No.0000315483. The company activity is manufacture

of straw, according to PKD - 16.29Z.

Page 7 of 31


there was established the division in Lublin according to the Management Board

decision of District Court in Olsztyn V Economic Division at No and on 10 July 2009 there was

implemented the decision to remove the Felgex sp. z o.o. company from the Register of

the District Court in Olsztyn VIII Economic in Opalenica.

had taken over 100% FMR POL-MOT possession of the Pol-Mot

initial capital.MOT Warfama on the day of

MOT Opalenica sp. z o.o. company’s law and duties.

e trustee in bankruptcy of the company DAEWOO MOTOR POLAND Ltd. property located in Lublin, ul.

9. Some of the acquired property with R & D center and production of

(that operates MOT Holding S.A. holds

MOT Warfama S.A., which is 61,91% share in total amount of

Bioenergia Invest S.A. is registered in the National Court Register by the District Court in manufacture

On the day of drawing up of this report, the Company was represented by:

1. Tadeusz Kasjanowicz -2. Dariusz Cycan -3. Mirosław Motyliński -

The company was established under the memorandum of 29 September 2008 as a limited liability company under the name of INVESTWarsaw. Its founder was the company INVESTbusiness of the company INVESTdifferent types of biomass, in particular for electricity production.

On 2 February 2009 POL-MOT Warfama SA located in a Dobre Miasto concluded with the company INVEST-MOT sp. z o.o.biomass and joined to Bioenergiathe company’s operations.

Based on this agreement POL-MOT Warfama SA joined the company INVESTBioenergia sp. z o.o. through the acquisition of shares in the share capital increased from PLN 50,000 to PLN 8,118,000. In addition to the arrangements for capital commitment in the implementation of the joint venture, the parties have agreed to change the name of the company from INVEST-MOT Bioenergia o.o. and to transfer the seat of the company from Warsaw to the Dobre Miasto. there were recorded changes in thecompany. The Management Board: Mr. TadeuszDariusz Cycan - Board Member (of the Board, and the functions ofChairman of the Supervisory Board (Deputy Chairman (appointed as Chairman of theKarol Zarajczyk - Member of the Supervisory BoardBoard Member (appointed Deputy Chairman of the

On 22 April 2010 POL-MOT Warfama SA acquired from INVESTWarsaw the additional shares in the company Bioenergia Invest stake in the company.

On 28 December 2010 Extraordinary General Meeting of Bioenergia Invest decided to going public (Bioenergia Invest S.A.)Supervisory Board. Functions of Members of the Supervisory Board took: Mr. PaGilewski – Chairman of the Supervisory BoardChairman of the Supervisory Board, MrBoard, Mr. Marcin Matusewicz Zarajczyk - Member of the Supervisory

On 31 January 2011 Bioenergia Invest sp. z o.o. was transformed into a Bioenergia Invest SA The company's capital has not changed and is PLN 8 118 000 (eight million one hundred and eighteen thousand PLN) and is divided into 8 118 000 ordinary series A, with a nominal value PLN 1 each.

Page


the day of drawing up of this report, the Company was represented by:

- President of the Management Board- Vice-President of the Management Board- Member of the Management Board

The company was established under the memorandum of 29 September 2008 as a limited liability company under the name of INVEST-MOT Bioenergia sp. z o.o.Warsaw. Its founder was the company INVEST-MOT sp. z o.o. in Warsaw. The main

ompany INVEST-MOT Bioenergia from its inception was to attract different types of biomass, in particular for electricity production.

MOT Warfama SA located in a Dobre Miasto concluded with sp. z o.o. agreement on cooperation in the production of

to Bioenergia Invest sp. z o.o. This date is considered the beginning of

MOT Warfama SA joined the company INVESTgh the acquisition of shares in the share capital increased from

PLN 50,000 to PLN 8,118,000. In addition to the arrangements for capital commitment in the implementation of the joint venture, the parties have agreed to change the name of the

MOT Bioenergia sp. z o.o. for the new - Bioenergia Invest and to transfer the seat of the company from Warsaw to the Dobre Miasto. In addition,

in the Management Board and the Supervisory BoardBoard: Mr. Tadeusz Kasjanowicz – The President

(then Vice-President), Mr. Mirosław Motylińskifunctions of the Supervisory Board took Mr. Stanisław

rvisory Board (cancelled on 25.10.2010 ), Mr. Pawełas Chairman of the Supervisory Board on 27.10.2010

of the Supervisory Board and Mrs. Katarzyna ŚwiderskaDeputy Chairman of the Supervisory Board on 10.27.2010

MOT Warfama SA acquired from INVEST-MOT sp. z o.o.Warsaw the additional shares in the company Bioenergia Invest sp. z o.o., providing a 51%

mber 2010 Extraordinary General Meeting of Bioenergia Invest decided to going public (Bioenergia Invest S.A.) and appointed members of the

. Functions of Members of the Supervisory Board took: Mr. Pae Supervisory Board, Mrs. Katarzyna Świderska

Chairman of the Supervisory Board, Mr. Karol Zarajczyk - Member of the Supervisory in Matusewicz - Member of the Supervisory Board and Mr

Member of the Supervisory Board.

On 31 January 2011 Bioenergia Invest sp. z o.o. was transformed into a Bioenergia Invest SA The company's capital has not changed and is PLN 8 118 000 (eight million one hundred and eighteen thousand PLN) and is divided into 8 118 000 ordinary bearer shares, series A, with a nominal value PLN 1 each.

Page 8 of 31


The company was established under the memorandum of 29 September 2008 as a limited z o.o. based in

in Warsaw. The main MOT Bioenergia from its inception was to attract

MOT Warfama SA located in a Dobre Miasto concluded with on cooperation in the production of

This date is considered the beginning of

MOT Warfama SA joined the company INVEST-MOT gh the acquisition of shares in the share capital increased from

PLN 50,000 to PLN 8,118,000. In addition to the arrangements for capital commitment in the implementation of the joint venture, the parties have agreed to change the name of the

Bioenergia Invest sp. z In addition,

the Supervisory Board of the The President, Mr.

Motyliński - Member Stanisław Kulas -

Gilewski -27.10.2010), Mr.

Świderska -10.27.2010.)

sp. z o.o. in , providing a 51%

mber 2010 Extraordinary General Meeting of Bioenergia Invest sp. z o.o.and appointed members of the

. Functions of Members of the Supervisory Board took: Mr. PawełŚwiderska - Vice-

the Supervisory Member of the Supervisory Board and Mr. Mateusz

On 31 January 2011 Bioenergia Invest sp. z o.o. was transformed into a Bioenergia Invest SA The company's capital has not changed and is PLN 8 118 000 (eight million one

bearer shares,

The first shareholders - the founders of the company Bioenergiashareholders of Bioenergia Invest follows: - POL-MOT Warfama SA covered 4 140 000 shares, - INVEST-MOT sp. z o.o. took 3 978 000 shares.

On February 3, 2011 INVESTPresident of POL-MOT Warfama SA, Member of the Supervisory Board Bioenergia Invest SA, 227,000 shares of the company Bioenergia Invest SA. On the same day the company INVEST-MOT sp o.o. sold to Mr. Paweł Gilewski Invest SA 136,000 shares of the company Bioenergia Invest SA

After the above transaction, the shathe moment are:- POL-MOT Warfama SA has 4 140 000 shares,- INVEST-MOT sp o.o. has 3 615 000 shares.- Mr. Karol Zarajczyk has 227 000 shares,- Mr. Paweł Gilewski has 136 000 shares.

Bioenergia Invest SA activity consists of organizing networks of straw briquette production through leasing of complete processileaseholders from all over the country and the receipt produced briquette is sold to power plants using biomass cocombustion. Total amount of briquettes produced by the company under the cooperation agreements with the network of suppliers is increasing, and network current market needs. The condition for the cooperation with the company is willing to organize the production of briquettes and the provision of adequate quantities of material for production.

3. Overview of basic economic and financial values disclosstatements.

The consolidated financial statements of the Capital Group of POLyear 2010 contain data from the report of the unit's POLBioenergia Invest SA. For the year 2009 the Issuer does not publish constatements because the Capital Group of POL22.04.2010. Financial statements for 2009 contained financial data of POLSA, while the results of the Bioenergia Invest company was included in Proaccount of POL-MOT Warfama SA in on 31.12.2010 had 49% of the shares in Bioenergia Invest).

In 2010, the Capital Group POLthousand. In this, revenue fromrevenues from export sales amounted tosales apply only to the parent company

The sales revenue of the company POL(excluding sales to the subsidiary

Page


ounders of the company Bioenergia Invest SA were existing Invest sp. z o.o., who acquired Bioenergia Invest SA

T Warfama SA covered 4 140 000 shares,o.o. took 3 978 000 shares.

On February 3, 2011 INVEST-MOT sp. z o.o. sold to Mr. Karol Zarajczyk MOT Warfama SA, Member of the Supervisory Board Bioenergia Invest

,000 shares of the company Bioenergia Invest SA. On the same day the company MOT sp o.o. sold to Mr. Paweł Gilewski - Chairman of the Board Bioenergia

Invest SA 136,000 shares of the company Bioenergia Invest SA

After the above transaction, the shareholders of Bioenergia Invest SA in a Dobre Miasto at

MOT Warfama SA has 4 140 000 shares,MOT sp o.o. has 3 615 000 shares.

Mr. Karol Zarajczyk has 227 000 shares,Mr. Paweł Gilewski has 136 000 shares.

activity consists of organizing networks of straw briquette production through leasing of complete processing lines for straw briquetting to

from all over the country and the receipt produced briquettes. The resulting power plants using biomass co-firing technology of coal and biomass

combustion. Total amount of briquettes produced by the company under the cooperation agreements with the network of suppliers is increasing, and network capacity is

arket needs. The condition for the cooperation with the company is willing to organize the production of briquettes and the provision of adequate quantities of material

Overview of basic economic and financial values disclosed in the

statements of the Capital Group of POL-MOT Warfama for the data from the report of the unit's POL-MOT Warfama SA and

Bioenergia Invest SA. For the year 2009 the Issuer does not publish consolidated financial statements because the Capital Group of POL-MOT Warfama has been created at 22.04.2010. Financial statements for 2009 contained financial data of POL-MOT Warfama SA, while the results of the Bioenergia Invest company was included in Profit and loss

MOT Warfama SA in the earnings of associates (POL-MOT Warfama SA on 31.12.2010 had 49% of the shares in Bioenergia Invest).

POL-MOT Warfama achieved sales revenue of PLNdomestic sales amounted to PLN 97 992 thousand

amounted to PLN 24 842 thousand. The revenue fromthe parent company POL-MOT Warfama SA.

of the company POL-MOT Warfama S.A. in 2010 increasesubsidiary) comparing with the same period in 2009. Domestic sales

Page 9 of 31


were existing Invest SA shares as

MOT sp. z o.o. sold to Mr. Karol Zarajczyk - Vice MOT Warfama SA, Member of the Supervisory Board Bioenergia Invest

,000 shares of the company Bioenergia Invest SA. On the same day the company Chairman of the Board Bioenergia

reholders of Bioenergia Invest SA in a Dobre Miasto at

activity consists of organizing networks of straw briquette ng lines for straw briquetting to

. The resulting firing technology of coal and biomass

combustion. Total amount of briquettes produced by the company under the cooperation adjusted to

arket needs. The condition for the cooperation with the company is willing to organize the production of briquettes and the provision of adequate quantities of material

ed in the financial

MOT Warfama for the MOT Warfama SA and

solidated financial MOT Warfama has been created at

MOT Warfama fit and loss

MOT Warfama SA

PLN 122 834thousand, while

from export

increased by 1,8% omestic sales

increased by 4.6% while sales exporteddomestic sales was mainly due toa new series of tractors POL-MOT difficult situation of the agricultural sectorevident in the first half 2010. In thecompany is currently observing an upward trend in

Revenues from the sale of the company Bioenergia Invest SA in 2010 were higher by 35% compared to 2009. Bioenergia Invest sells biomass only in the domestic market. Significant revenue growth in the company Bioenergia Invest SA in 2010 was caused by an increase in the number of leased lines and adopting a commercial activity, consisting in the purchase of biomass from other suppliers and sales to power plants.

The Capital Group POL-MOT Warfamathousand and including costs of sof PLN 4 216 thousand. On the operating activities operating income and expenses, the Capital

A negative result on sales of PLNsales in the parent company POLincreased spending on marketing campaigntractors POL-MOT H.

In addition, in the unitary financial statementother operating income increased,current valuation of investment property to

The Capital Group POL-MOT thousand. Positive, significant impact on thefinancial income by the amount offrom the recognition on the date of obtaining(22/04/2010) changes in the valuewhile the amount of PLN 234 thousandcarrying value of previously ownedvalued at 04/22/2010.

Also, positive effect on the Group'scompany POL-MOT Warfamaamounted to PLN 1 820 thousandthousand.

In the Capital Group POL-MOT

Adverse impact on net incomeparent company POL-MOT Warfamarevaluation of investment property todepreciation of fixed assets.

The Capital Group’s structure of assets in 2010:• Fixed assets - 54%

Page


exported declined by 6.1%. The increase in revenueswas mainly due to increased sales of agricultural tractors, with the launch of

MOT H. The decrease of export sales in 2010 was due tothe agricultural sector in foreign markets, which was particularly

In the second half of 2010 the situation has improvedan upward trend in sales on foreign markets.

Revenues from the sale of the company Bioenergia Invest SA in 2010 were higher by 35% ompared to 2009. Bioenergia Invest sells biomass only in the domestic market.

Significant revenue growth in the company Bioenergia Invest SA in 2010 was caused by an increase in the number of leased lines and adopting a commercial activity, consisting in he purchase of biomass from other suppliers and sales to power plants.

Warfama in 2010 made a profit on the sale of PLN 16sales and general and administrative expenses made

On the operating activities after taking into accounts, the Capital Group show a profit of PLN 1 780 thousand

of PLN 4 216 thousand was mainly due to increase inPOL-MOT Warfama SA, which significantly affected by

marketing campaign in connection with the launch of a series of

in the unitary financial statement of the company POL-MOT Warfamincreased, compared to 2009, which was influenced gain on

investment property to fair value of PLN 5 476 thousand.

MOT Warfama in 2010 showed a gross profit of PLNsignificant impact on the Group's gross profit was an increase

by the amount of PLN 633 thousand, of which PLN 399 thousanddate of obtaining control of the company Bioenergia

the value of the shares previously valued using the equity methodthousand represents the difference between fair value and

owned by the Company POL-MOT Warfama SA

Group's gross profit was reduced financial costsSA compared to the year 2009 (14.5%). These costs

thousand in 2010, while in 2009 were at a level of PLN

MOT Warfama recorded a net profit of PLN 522 thousand.

in 2010 was to increase the deferred income taxWarfama SA, the input for temporary differences arising

investment property to fair value and changes in estimates of the period

The Capital Group’s structure of assets in 2010:

Page 10 of 31


revenues fromthe launch of

was due to the particularly

has improved, the

Revenues from the sale of the company Bioenergia Invest SA in 2010 were higher by 35% ompared to 2009. Bioenergia Invest sells biomass only in the domestic market.

Significant revenue growth in the company Bioenergia Invest SA in 2010 was caused by an increase in the number of leased lines and adopting a commercial activity, consisting in

of PLN 16 740made a loss

account of otherthousand.

cost of significantly affected by

a series of

Warfama SA, gain on the

of PLN 1 420an increase in

thousand results Bioenergia Invest

using the equity method, between fair value and

SA shares,

reduced financial costs in theThese costsPLN 2 129

thousand.

income tax in the arising from

of the period of

• Current assets - 46%.

The Capital Group’s structure of liabilities of in 2010• Equity - 49%• Total liabilities - 51%.

The main source of financing assets in 2010 were current liabilities, their share in the structure of liabilities amounted to 38%.

4. Employment in the Capital Group of

The staffing level in POL-MOT Warfama S.A. in Table 1a and 1b.

Table 1a. The average employment in POLcontract

Status on

December 31st, 2009

December 31st, 2010

Table 1b. The average employment in Bioenergia Invest S.A.

Status on

December 31st, 2009

December 31st, 2010

5. Description of significant risks and dangers with impact on the Issuer.

Factors of risk related to the Issuer, his branch and the environment where the Issuer operates:

5.1. Risk of margins reduction

A possible strengthening of the competition on the market can causestrategies by the Issuer’s competitors. In such situation it can be possible that the competitors will reduce their margins on the products which quality and price are similar to those offered by the Issuer. It can result in a necessiwhat can negatively influence the revenues and results. The Issuer, counteracting a potential risk, uses the production scale effect and diversifies raw materials deliveries with in order to control the margin level a

Page


tructure of liabilities of in 2010:

The main source of financing assets in 2010 were current liabilities, their share in the structure of liabilities amounted to 38%.

the Capital Group of POL-MOT Warfama

MOT Warfama S.A. and Bioenergia Invest S.A. was presented

. The average employment in POL-MOT Warfama S.A. - employment

Status on Number of employees

Table 1b. The average employment in Bioenergia Invest S.A. - employment contract

Status on Number of employees

Description of significant risks and dangers with definition of the level of their

Factors of risk related to the Issuer, his branch and the environment where the Issuer

A possible strengthening of the competition on the market can cause the aggressive sales strategies by the Issuer’s competitors. In such situation it can be possible that the competitors will reduce their margins on the products which quality and price are similar to those offered by the Issuer. It can result in a necessity of margins reduction by the Issuer, what can negatively influence the revenues and results. The Issuer, counteracting a potential risk, uses the production scale effect and diversifies raw materials deliveries with in order to control the margin level and resist a potential loss of market share.

Page 11 of 31


The main source of financing assets in 2010 were current liabilities, their share in the

was presented

employment

Number of employees

654

678

employment contract

Number of employees

10

9

definition of the level of their

Factors of risk related to the Issuer, his branch and the environment where the Issuer

the aggressive sales strategies by the Issuer’s competitors. In such situation it can be possible that the competitors will reduce their margins on the products which quality and price are similar to

ty of margins reduction by the Issuer, what can negatively influence the revenues and results. The Issuer, counteracting a potential risk, uses the production scale effect and diversifies raw materials deliveries with

5.2. Risk of dependence on key customers

Loss of key customers can negatively influence the financial position and results of the Company operating on the competitive market. In case of the strategic customers of the Issuer the risk is limited because of the previous cooperation in frames of the agreement and joint elaboration of quality standards of the products. According to the Issuer, a long-term cooperation limits the risk of losing such customers.

Bioenergia Invest SA has regular suppliers and signed agreements on cooperation in theproduction and supply of briquettes and the lease. The company has also signed contracts with power plants for continuous reception of produced briquettes. According to the Issuer long-term contracts reduce the risk of losing these customers.

5.3. Risk related to scientific and development research of new products

A strong competition is the reason why the companies still have to modernize and implement new technological solutions in their products. The pressure put by the competition makes it necessary to incur expenses for research and development aimed at elaboration of better products adapted to needs and requirements of the customers. Implementation by the Company of a wrong research and development policy can lead in the future to the situation where the products are less modern than the products of the competition. At the same time it is not sure that all expenses for research and development will contribute to an increase of revenues and profits of the the agriculture development in Poland, the Issuer pursues a policy aimed at introtechnological modifications in the produced machines and offering products fulfilling individual needs of customers.

5.4. Risk of rotation/ loss of the key staff

The strong position of the Issuer on the market is connected with the stabilityemployment of the specialized staff of Company, as well as the production workers (welders, metal workers, turners). According to the Issuer, skills improvement of the employees and all activities aimed at their appropriate motivation should result in cooperation with the customers and suppliers and influence the quality of the products.

5.5. Risk related to the temporary production suspension

The temporary production suspension caused by a possible devastation or loss of a part or the entire fixed assets or lack of the production continuity resulting from prolonged machines failures or black outs can cause missing deadlines of execution of someplaced by the customers. Worsening of the quality standards of the customers services and delays in the orders execution can lead to a decrease in participation of the Issuer on the market and thus to worsening of the financial results and the decrThe above mentioned phenomenon is not likely to happen.

Page


5.2. Risk of dependence on key customers

Loss of key customers can negatively influence the financial position and results of the Company operating on the competitive market. In case of the strategic customers of the Issuer the risk is limited because of the previous cooperation in frames of the agreement and joint elaboration of quality standards of the products. According to the

term cooperation limits the risk of losing such customers.

Bioenergia Invest SA has regular suppliers and signed agreements on cooperation in theproduction and supply of briquettes and the lease. The company has also signed contracts with power plants for continuous reception of produced briquettes. According to the Issuer

term contracts reduce the risk of losing these customers.

elated to scientific and development research of new products

A strong competition is the reason why the companies still have to modernize and implement new technological solutions in their products. The pressure put by the competition makes it necessary to incur expenses for research and development aimed at

tion of better products adapted to needs and requirements of the customers. Implementation by the Company of a wrong research and development policy can lead in the future to the situation where the products are less modern than the products of the

tion. At the same time it is not sure that all expenses for research and development will contribute to an increase of revenues and profits of the Company. In the presence of the agriculture development in Poland, the Issuer pursues a policy aimed at introtechnological modifications in the produced machines and offering products fulfilling

5.4. Risk of rotation/ loss of the key staff

The strong position of the Issuer on the market is connected with the stabilityemployment of the specialized staff of Company, as well as the production workers (welders, metal workers, turners). According to the Issuer, skills improvement of the employees and all activities aimed at their appropriate motivation should result in cooperation with the customers and suppliers and influence the quality of the products.

5.5. Risk related to the temporary production suspension

The temporary production suspension caused by a possible devastation or loss of a part or the entire fixed assets or lack of the production continuity resulting from prolonged machines failures or black outs can cause missing deadlines of execution of someplaced by the customers. Worsening of the quality standards of the customers services and delays in the orders execution can lead to a decrease in participation of the Issuer on the

worsening of the financial results and the decrease in sales of the Issuer. The above mentioned phenomenon is not likely to happen.

Page 12 of 31


Loss of key customers can negatively influence the financial position and results of the Company operating on the competitive market. In case of the strategic customers of the Issuer the risk is limited because of the previous cooperation in frames of the dealer agreement and joint elaboration of quality standards of the products. According to the

Bioenergia Invest SA has regular suppliers and signed agreements on cooperation in theproduction and supply of briquettes and the lease. The company has also signed contracts with power plants for continuous reception of produced briquettes. According to the Issuer

A strong competition is the reason why the companies still have to modernize and implement new technological solutions in their products. The pressure put by the competition makes it necessary to incur expenses for research and development aimed at

tion of better products adapted to needs and requirements of the customers. Implementation by the Company of a wrong research and development policy can lead in the future to the situation where the products are less modern than the products of the

tion. At the same time it is not sure that all expenses for research and development . In the presence of

the agriculture development in Poland, the Issuer pursues a policy aimed at introduction of technological modifications in the produced machines and offering products fulfilling

The strong position of the Issuer on the market is connected with the stability of employment of the specialized staff of Company, as well as the production workers (welders, metal workers, turners). According to the Issuer, skills improvement of the employees and all activities aimed at their appropriate motivation should result in a better cooperation with the customers and suppliers and influence the quality of the products.

The temporary production suspension caused by a possible devastation or loss of a part or the entire fixed assets or lack of the production continuity resulting from prolonged machines failures or black outs can cause missing deadlines of execution of some orders placed by the customers. Worsening of the quality standards of the customers services and delays in the orders execution can lead to a decrease in participation of the Issuer on the

ease in sales of the Issuer.

5.6. Risk related to the macroeconomic situation of Poland country

The macroeconomic situation of Poland, especially the growth rate of GDmost important factors that can impact the financial results of the Issuer. pace of economic growth expressed2010, and growth rate of investment demandImproving the economic situation in Polandthe Company's financial resultsfinancial results may have worsened situation

5.7. Risk related to planned capital investments

Realization of the planned investment depends on the stability of the market environment. There is a risk that the expenses incurred for a particular purpose can be insufficient, and implementation of projects can be difficult despite the utmost diligence Besides, any organizational and legal problems can bring returns on capital different than expected. To minimize a possibility of such a risk, the Issuer, before making a decision of a capital investment, carries out an economic analysis of

5.8. Risk related to increased competition on the market of agricultural machinery manufacturers

On the market of agricultural machinery manufacturers there is a strong competition among companies from Poland and from other countries. entry on the Polish market of strong international manufacturers can consequently influence negatively the Issuer’s operation and his financial results. The view to reducing the impact of such a risk on his robjectives, focuses activities on improvement of the products and getting new orders from international contractors. The Issuer takes actions in the field of widening the customers’ expectations.

5.9. Risk of exchange rate

In the execution of orders the Issuer makes purchases of materials and products which value is expressed in Euro. To minimize this risk, was centralized by setting a new entity responsible for monitoring the market price of all raw materials (especially steel price) and making orders to all divisions.

POL-MOT Warfama SA purchases22% of sales are generated by exports

The Management Board continuallycompany, estimates its impact onexcessive concentration considers

Page


5.6. Risk related to the macroeconomic situation of Poland – economic prosperity of the

The macroeconomic situation of Poland, especially the growth rate of GDP, is one of the most important factors that can impact the financial results of the Issuer. The increasing

economic growth expressed by GDP, from the fourth quarter of 2009 to of investment demand positively affected the Company's operations

economic situation in Poland in the next year will have a positiveduring this period. Negative impact on the Company's

worsened situation in agriculture.

5.7. Risk related to planned capital investments

Realization of the planned investment depends on the stability of the market environment. There is a risk that the expenses incurred for a particular purpose can be insufficient, and implementation of projects can be difficult despite the utmost diligence of the Issuer. Besides, any organizational and legal problems can bring returns on capital different than expected. To minimize a possibility of such a risk, the Issuer, before making a decision of a capital investment, carries out an economic analysis of the undertaking.

Risk related to increased competition on the market of agricultural machinery

On the market of agricultural machinery manufacturers there is a strong competition among companies from Poland and from other countries. Any competition increase and an entry on the Polish market of strong international manufacturers can consequently influence negatively the Issuer’s operation and his financial results. The Companyview to reducing the impact of such a risk on his results, by implementation of his strategic objectives, focuses activities on improvement of the products and getting new orders from international contractors. The Issuer takes actions in the field of widening its offer to face

In the execution of orders the Issuer makes purchases of materials and products which To minimize this risk, in 2009 the supplying of raw material

setting a new entity responsible for monitoring the market price of all raw materials (especially steel price) and making orders to all divisions.

purchases of goods in the EUR currency, while approximatelyby exports in foreign currencies, primarily in EUR currency.

continually monitors the exposure to foreign exchange riskon the company's financial results and in the event of an

considers the introduction of hedging exposure.

Page 13 of 31


economic prosperity of the

P, is one of the The increasing

to the end ofthe Company's operations.

positive impact onthe Company's

Realization of the planned investment depends on the stability of the market environment. There is a risk that the expenses incurred for a particular purpose can be insufficient, and

of the Issuer. Besides, any organizational and legal problems can bring returns on capital different than expected. To minimize a possibility of such a risk, the Issuer, before making a decision of

Risk related to increased competition on the market of agricultural machinery

On the market of agricultural machinery manufacturers there is a strong competition Any competition increase and an

entry on the Polish market of strong international manufacturers can consequently Company, with a

esults, by implementation of his strategic objectives, focuses activities on improvement of the products and getting new orders from

offer to face

In the execution of orders the Issuer makes purchases of materials and products which supplying of raw material

setting a new entity responsible for monitoring the market price of all

approximatelyEUR currency.

to foreign exchange risk of the the event of an

5.10. Risk of lack of utilization of EU funds for agriculture modernization by farmers

Since 2007 in frames of the UE funds for farmers the Program of Agricultural Areas Development (PROW) for the years 2007the launch of the next stages of the programorganizational and procedural difficultiesadvantage of opportunities to finance the investmentBoard is still monitoring the situation of the PROW program implementation. delays with the Program funds payment, the risk of a lower demand for agricultural machinery and equipment in that period should be taken in consideration, which undoubtedly will influence the financial results of the Issuer.

5.11. Risk of increase of prices of basic raw materials used by the Issuer in production

Steel is the major raw material used by the Company in the production activities. Steel prices are vulnerable to economic trends, increase in the periods of dynamic growth and fall in the periods of worsening of the prosperity. prices has a significant impact on thethere was an upward trend, while in the second half of 2010

6. Information about basic products description and participatiogroups of them in the total sales of the Company, and changes hereporting period.

The Issuer is a recognized manufacturer of agricultural machinery and equipment on the domestic market. The range of products is composed of the following groups:

line for straw, hay and green forage harvesting (roll balers, bale wrapping machines, bale loader trailers),

manure spreaders, trailers, front loaders TUR with equipment, agricultural tractors, grab-type loaders and backhoe loaders, container systems (container chassis and containers), lines (machines and devices) for the production of ecological briquettes, silage selector, bale wrapping machines and round bale rewinders, swath collector, rotating shakers forage containers. crop machines, spare parts for the products, services in the range of:

- cold metal forming, - cutting, - welding.

Page



Since 2007 in frames of the UE funds for farmers the Program of Agricultural Areas Development (PROW) for the years 2007-2013 has been functioning. In case of

of the program, as well as in the case of the emergence odifficulties on submitting applications, farms may

to finance the investment from UE funds. The Management Board is still monitoring the situation of the PROW program implementation. delays with the Program funds payment, the risk of a lower demand for agricultural machinery and equipment in that period should be taken in consideration, which undoubtedly will influence the financial results of the Issuer.


Steel is the major raw material used by the Company in the production activities. Steel prices are vulnerable to economic trends, increase in the periods of dynamic growth and fall in the periods of worsening of the prosperity. Increased volatility of

on the company's financial results. In the first half of 2010 there was an upward trend, while in the second half of 2010 the steel price remained stable.

ion about basic products and services with their value and quantity description and participation of particular products and services (if relevant) or groups of them in the total sales of the Company, and changes hereof in the

The Issuer is a recognized manufacturer of agricultural machinery and equipment on the domestic market. The range of products is composed of the following groups:

line for straw, hay and green forage harvesting (roll balers, bale wrapping machines,

front loaders TUR with equipment,

type loaders and backhoe loaders, (container chassis and containers),

lines (machines and devices) for the production of ecological briquettes,

bale wrapping machines and round bale rewinders,

spare parts for the products,

Page 14 of 31



Since 2007 in frames of the UE funds for farmers the Program of Agricultural Areas In case of delays in

the emergence ofmay not take

The Management Board is still monitoring the situation of the PROW program implementation. In case of delays with the Program funds payment, the risk of a lower demand for agricultural machinery and equipment in that period should be taken in consideration, which


Steel is the major raw material used by the Company in the production activities. Steel prices are vulnerable to economic trends, increase in the periods of dynamic economic

volatility of steel In the first half of 2010

the steel price remained stable.

and services with their value and quantity and services (if relevant) or

reof in the

The Issuer is a recognized manufacturer of agricultural machinery and equipment on the

line for straw, hay and green forage harvesting (roll balers, bale wrapping machines,

Bioenergia Invest SA producescooperation agreements with supplierspower plants which use technology for examines the possibility of extending(Renewable Energy).

Table 2. Total revenues from sales of the in PLN thousand

Product/service/goods

Line for straw, hay and green forage harvesting (roll balers, bale wrapping machines, bale loader trailers),

Tractors

Manure spreaders

TrailersMachines for fodder mixing and distribution

Equipment for loaders

Front loaders TUR

Elements of agricultural machinery

Services

Other products with spare parts

TOTAL:

Bioenergia Invest**:

Biomass

Other products and services

TOTAL:

* In the consolidated financial statements there are exemptions on sales revenue of PLN 2 851 thousand due to sale to the subsidiary.** The revenues from sales of Bioenergia Invest S.A. in the period from 22 April to 31 December respectively in 2010 and 2009.

Page


produces briquettes and leased line for briquetting, as part of with suppliers. The obtained briquette is sold by the company

technology for biomass co-frying with coal. The companythe possibility of extending the activities of the acquisition of energy

Total revenues from sales of the POL-MOT Warfama S.A. in 2010 and 2009

Revenues in PLN thousand

2010* in PLN

thousand Structure

2009 in PLN

thousand Structure

Line for straw, hay and green forage balers, bale wrapping

18 121 16,2% 14 206 13,3%

17 619 15,8% 6 217

14 802 13,2% 17 078 15,9%

14 409 12,9% 19 105 17,8%

13 245 11,8% 15 787 14,7%

11 833 10,6% 12 125 11,3%

7 924 7,1% 8 482

1 709 1,5% 1 638

928 0,8% 376

11 308 10,1% 12 133 11,3%

111 898 100% 107 147 100%

12 757 92,5% 9 616 94,4%

1 030 7,5% 571

13 787 100% 10 187 100%

the consolidated financial statements there are exemptions on sales revenue of PLN 2 851 thousand due

** The revenues from sales of Bioenergia Invest S.A. in the period from 22 April to 31 December

Page 15 of 31


, as part of company to

The companyfrom OZE

in 2010 and 2009

Structure 2010/2009

13,3% 2,9%

5,8% 9,9%

15,9% -2,7%

17,8% -4,9%

14,7% -2,9%

11,3% -0,7%

7,9% -0,8%

1,5% 0,0%

0,4% 0,5%

11,3% -1,2%

100% -

94,4% -1,6%

5,6% -1,6%

100% -

the consolidated financial statements there are exemptions on sales revenue of PLN 2 851 thousand due

** The revenues from sales of Bioenergia Invest S.A. in the period from 22 April to 31 December

Graphic listing of sales of the particular products in 20

The POL-MOT Warfama S.A. offeredHP, 60 HP, due to the politics of products diversification. of domestic market on tractors with horsepower from 80 to 100, the Company new tractors POL-MOT H. These tractors characterized good technical new design. Over the last three quarters of 2010, market.

In 2009 on the market was launched the new manure spreader Nconstruction of side profiles and floor, silent work of the machine that the environment and comfort of operations meet the customers’ expectations. In 2010, in response to market demand for mass production, introduced a larger model of manure spreader N-270, with carrying capacity 14 tons. harvesting was supplemented with roll balercrusher and a self-loading wrapper. Offer models that have wider box bodyenables the transport speed of 40 km/

In 2009 the range of products was widen by production, which is now the most efficient line of this type on the domestic

In the second half of 2010 the Company produced test series of pickfirst half of 2011 the company plans to start selling these cars in the Polish market.

In Poland, POL-MOT Warfama SA works with a network of dozens of offering its products throughout the country.

Thanks to many years experience and the skilled staff the Company manufactures products of high quality. The implementation in the factory of the quality managemencomplying with ISO 9002 standards

0

5,000

10,000

15,000

20,000

25,000

Line for straw, hay and green

forage harvesting

Tractors Manure spreaders

Trailers

Page


Graphic listing of sales of the particular products in 2010 and 2009

MOT Warfama S.A. offered wide range of FOTON tractors: 60 HP, 82 , due to the politics of products diversification. In connection with huge demand

of domestic market on tractors with horsepower from 80 to 100, the Company MOT H. These tractors characterized good technical parameters

Over the last three quarters of 2010, 200 tractors were launched

In 2009 on the market was launched the new manure spreader N-266. Wooden construction of side profiles and floor, silent work of the machine that favourablythe environment and comfort of operations meet the customers’ expectations. In 2010, in response to market demand for mass production, introduced a larger model of manure

270, with carrying capacity 14 tons. The line for straw, hay and green forage harvesting was supplemented with roll baler Z-594 (chained-roll), tedder, rake, mower

loading wrapper. Offer of biaxial trailer has been expandewider box body, and their design is based on the profiled frame, which

the transport speed of 40 km/h and increased operating parameters.

he range of products was widen by the Straw Briquette Line used for biomass , which is now the most efficient line of this type on the domestic market

In the second half of 2010 the Company produced test series of pick-up Grand Tiger. In the first half of 2011 the company plans to start selling these cars in the Polish market.

MOT Warfama SA works with a network of dozens of dealerships, offering its products throughout the country.

Thanks to many years experience and the skilled staff the Company manufactures products mplementation in the factory of the quality managemen

standards was finished in March 2000 with receiving a quality

Trailers Machines for fodder mixing and distribution


Front loaders TUR


Services Other products

with spare parts

2010 in thousand PLN 2009 in thousand PLN

Page 16 of 31


, 82 HP, 70 In connection with huge demand

of domestic market on tractors with horsepower from 80 to 100, the Company launched parameters and

launched into the

266. Wooden favourably impacts

the environment and comfort of operations meet the customers’ expectations. In 2010, in response to market demand for mass production, introduced a larger model of manure

green forage tedder, rake, mower-

expanded by new led frame, which

for biomass market.

up Grand Tiger. In the first half of 2011 the company plans to start selling these cars in the Polish market.

dealerships,

Thanks to many years experience and the skilled staff the Company manufactures products mplementation in the factory of the quality management system,

finished in March 2000 with receiving a quality

Other products

with spare

Biomass Other products

and services

2009 in thousand PLN

certificate from Germanischer Lloyd from Hamburg. In 2003, the Company obtained the ISO 9001:2000 certificate.Warfama S.A. granted Quality Management System Certification ISO 9001:2008, an extension of Warfama’s original ISO certificatiin November 2010 was carried out an audit in the Company, which confirmed the compliance of company Quality Management System with the norm

POL-MOT Warfama SA in 2010 received the

The mechanical briquetting machine BMauthorization to use the promotional label "WYRÓB NA MEDAL" Medal”) at the AGROTECH fair (13technology of the product and its high quality, as well as environmentallytechnological solutions. During the International Fair in Poznan POLEKO 2009 the same mechanical briquetting machine BMalso received an award from the hands of the Minister of Agriculture Marek Sawicki for the manure spreader N-266.

1. During the International Fair POLAGRAwas awarded with Gold Medal. The granting of the medal is a result of appreciadvantages of the manure spreader and the research and development conducted by a team of POL-MOT Warfama SA constructors.

2. Exhibition Award "DOBROSŁAW"front loader TUR at the International Fair Of Agricultural Techniques AGROTECH2010, it was the only distinction of KRUS

3. Another prize at the AGROTECH 2010 was also the GoldH series with the front loader TUR. This demonstrates the recognition of product and brand confidence.

4. The main prize in the International Fair of PELLETStechnological line for briquetting straw. This offered by the Company.

5. Straw briquetting line has also received the award at XI Waste Services, Recyclable Materials, Waste Management and Recycling EKOTECH2010 in Kielce.

6. Distinction in the "Machine of the Year 2010" for the by the Institute of Technology and Life Sciences, Division in Fair Kielce, and KRUS and PIMR (Industrial Institute of Agricultural EngineeringPoznan.

Revenues from the sale of the company Bioenergiathousand in 2009 to PLN 13 797 thousand in 2010, an increase of 35%. The increase in revenues was caused by an increase in the number of leased lines and adopcommercial activity, consisting in the purchase of biomass from other suppliers and sales to power plants.

Page


certificate from Germanischer Lloyd from Hamburg. In 2003, in effect of new regulations, the Company obtained the ISO 9001:2000 certificate. In November 2009, the POL

uality Management System Certification ISO 9001:2008, an extension of Warfama’s original ISO certification. Maintaining continuity of certification in November 2010 was carried out an audit in the Company, which confirmed the

Management System with the norm.

in 2010 received the following awards:

The mechanical briquetting machine BM-60 used for biomass production had been given authorization to use the promotional label "WYRÓB NA MEDAL" (“Product for the

at the AGROTECH fair (13-15 March 2009). This award confirms the innovative technology of the product and its high quality, as well as environmentallytechnological solutions. During the International Fair in Poznan POLEKO 2009 the same

chanical briquetting machine BM-60 got the “Gold Medal”. POL-MOT Warfama S.A. also received an award from the hands of the Minister of Agriculture Marek Sawicki for

1. During the International Fair POLAGRA-PREMIERY 2010 the manure spreader NGold Medal. The granting of the medal is a result of appreciation of the

preader and the research and development conducted by a team constructors.

SŁAW" for agricultural tractor POL-MOT H series with a International Fair Of Agricultural Techniques AGROTECH

2010, it was the only distinction of KRUS granted at this fair.

AGROTECH 2010 was also the Gold Medal for Tractor POLH series with the front loader TUR. This demonstrates the recognition of product and

4. The main prize in the International Fair of PELLETS-EXPO & BRYKIET-EXPO won technological line for briquetting straw. This award is the fifth award for briquetting lines,

5. Straw briquetting line has also received the award at XI Fair of Ecology, Municipal Waste Services, Recyclable Materials, Waste Management and Recycling EKOTECH

in the "Machine of the Year 2010" for the manure spreader N-270, organized ogy and Life Sciences, Division in Warsaw, editors of "Agro",

PIMR (Industrial Institute of Agricultural Engineering

he sale of the company Bioenergia Invest SA increased from PLN 10 13 797 thousand in 2010, an increase of 35%. The increase in

revenues was caused by an increase in the number of leased lines and adopcommercial activity, consisting in the purchase of biomass from other suppliers and sales

Page 17 of 31


new regulations, In November 2009, the POL-MOT

uality Management System Certification ISO 9001:2008, an on. Maintaining continuity of certification

in November 2010 was carried out an audit in the Company, which confirmed the

60 used for biomass production had been given Product for the

15 March 2009). This award confirms the innovative technology of the product and its high quality, as well as environmentally-friendly technological solutions. During the International Fair in Poznan POLEKO 2009 the same

MOT Warfama S.A. also received an award from the hands of the Minister of Agriculture Marek Sawicki for

e spreader N-266 ation of the

preader and the research and development conducted by a team

MOT H series with a International Fair Of Agricultural Techniques AGROTECH in

Tractor POL-MOT H series with the front loader TUR. This demonstrates the recognition of product and

EXPO won award is the fifth award for briquetting lines,

Fair of Ecology, Municipal Waste Services, Recyclable Materials, Waste Management and Recycling EKOTECH

270, organized Warsaw, editors of "Agro",

PIMR (Industrial Institute of Agricultural Engineering) in

PLN 10 187 13 797 thousand in 2010, an increase of 35%. The increase in

revenues was caused by an increase in the number of leased lines and adopting a commercial activity, consisting in the purchase of biomass from other suppliers and sales

7. Information about markets market and information about suppliers.

An important area of the activity of the POLcompany exports its products to Sweden, Norway, Holland, Belgium, Czech Republic, Croatia, Lithuania, Slovakia, Latvia and Russia. The bad economic condition in 2009 decreased the sales on abroad markets. of 2010. In the second half of 2010 agricultural equipment.

Table 3. Main range of products of the the domestic and international market in 2009

Products

Line for straw, hay and green forage harvesting

Tractors

Manure spreaders

Trailers

Machines for fodder mixing and distribution


Front loaders TUR


Services

Other products with spare parts

TOTAL:

Bioenergia Invest:

Biomass

Other products and services

TOTAL:

* In the consolidated financial statements to sale to the subsidiary.

The main export products are trailers, especially oneby dealers from Sweden and Norway) and threeresponse to market needs the singletrailers (T-604, T-610, T-670) was modernized. These trailers were equipped in central lock and new renowned profiles of boards Fuhrmann and Profilcar.

The Company concluded cooperation agreements with a group of strategic suppliersto the weakening of the Polish currency against the euro and the dollar in early 2009, the Company has implemented the concept of diversification of suppliers, focusing on

Page


Information about markets with division into the domestic and international market and information about suppliers.

An important area of the activity of the POL-MOT Warfama S.A. is export sales. The company exports its products to Sweden, Norway, Holland, Belgium, Czech Republic, Croatia, Lithuania, Slovakia, Latvia and Russia. The bad economic condition in 2009

ed the sales on abroad markets. This situation was also maintained in the first half of 2010. In the second half of 2010 was observed a slight increase in demand for

Main range of products of the POL-MOT Warfama S.A. with division into the domestic and international market in 2009.

2010 POLAND in thousand

PLN

2010 ABROAD in thousand

PLN

Line for straw, hay and green forage 16 744 1 377

17 389 230

14 109 694

8 443 5 966

Machines for fodder mixing and distribution 0 13 245

11 405 428

7 652 272

2 1 707

928 0

10 384 924

87 056* 24 842

12 757 0

1 030 0

13 787 0

* In the consolidated financial statements there are exemptions on sales revenue of PLN 2 851 thousand due

The main export products are trailers, especially one-side turned ones (purchased generally by dealers from Sweden and Norway) and three-sides turned (with removable sides). In response to market needs the single-axle (T-042, T-080) and double-axle agricultural

670) was modernized. These trailers were equipped in central lock and new renowned profiles of boards Fuhrmann and Profilcar.

cooperation agreements with a group of strategic suppliersto the weakening of the Polish currency against the euro and the dollar in early 2009, the Company has implemented the concept of diversification of suppliers, focusing on

Page 18 of 31


into the domestic and international

MOT Warfama S.A. is export sales. The company exports its products to Sweden, Norway, Holland, Belgium, Czech Republic, Croatia, Lithuania, Slovakia, Latvia and Russia. The bad economic condition in 2009

This situation was also maintained in the first half observed a slight increase in demand for

division into

Total:

18 121

17 619

14 802

14 409

13 245

11 833

7 924

1 709

928

11 308

111 898

12 757

1 030

13 787

there are exemptions on sales revenue of PLN 2 851 thousand due

side turned ones (purchased generally le sides). In

axle agricultural 670) was modernized. These trailers were equipped in central

cooperation agreements with a group of strategic suppliers. Due to the weakening of the Polish currency against the euro and the dollar in early 2009, the Company has implemented the concept of diversification of suppliers, focusing on national

entities. This concept, depending euro and the dollar was maintained

The Company POL-MOT Warfama S.A. has which turnover in 2010 exceeded the level of 10% revenue of the Company.

The company Bioenergia InvestMOC Lucyna Łuj. The value ofthe level of 12% of its total revenuesSA and BIO-MOC Lucyna Łujproduction and supply of briquettes

8. Information about significant contracts concluded by the Company.

Summary of the significant contracts concluded in 20

POL-MOT WARFAMA S.A. :

25 January 2010 purchaseFollowing the above transactionsBioenergia Invest sp. z o.o.votes at the General Meeting of Shareholders

21 April 2010 acquisition of675. POL-MOT Warfamao.o. in Dobre Miasto, which Shareholders of this company

Annex from 25.01.2010 16.04.2004 with PKO BP S.A. bank for financing current activity.

Annex from 16.03.201031.03.2006 with Kredyt Bank S.A.

Annex from 25.06.2010September 2008 with Millennium Bank S.A. in Warsaw for financing current activity.

Agreement of receivables from goods and services sold insurance with the Insurance Company Euler Hermes S.A.. period from 01.01.2009 to 31.12.2009. The POL01.08.2009 extended the agreement with Euler Hermes S.A. to 31.07.2010.

Agreement on the investment credit of 12.10.2010 with Kredyt Bank SA inteto finance the purchase of property located at ul. Mełgiewskiej 7

Page


, depending on the exchange rate of the Polish currency against the maintained until the end of 2009 and throughout the year 2010

MOT Warfama S.A. has single supplier Hattat Tarim MakSan.Tis.AS., exceeded the level of 10% and accounted for 12,4% of

SA in 2010 has a strategic supplier - the companyturnover of biomass provided by the supplier has

of its total revenues from sales. Between the company BioenergiaMOC Lucyna Łuj is concluded an agreement on cooperation in

of briquettes and the lease.

Information about significant contracts concluded by the Company.

Summary of the significant contracts concluded in 2010:

e 61 shares of Bioenergia Invest sp. z o.o. for PLN transactions POL-MOT Warfama SA owned 3 978

sp. z o.o. in Dobre Miasto, which ensured to hold 49% of theGeneral Meeting of Shareholders of this company.

21 April 2010 acquisition of 162 shares of Bioenergia Invest sp. z o.o. forWarfama SA currently has 4 140 shares in Bioenergia Invest

, which give 51% of the votes at the General Meeting of of this company.

Annex from 25.01.2010 of the Credit Agreement in a current accountwith PKO BP S.A. bank for financing current activity.

of the Credit Agreement in a current accountwith Kredyt Bank S.A. in Warsaw for financing current activity.

of the Credit Agreement in a current account from 16 September 2008 with Millennium Bank S.A. in Warsaw for financing current

Agreement of receivables from goods and services sold insurance with the Insurance Company Euler Hermes S.A.. The agreement was concluded for the period from 01.01.2009 to 31.12.2009. The POL-MOT Opalenica sp. z o.o. on 01.08.2009 extended the agreement with Euler Hermes S.A. to 31.07.2010.

Agreement on the investment credit of 12.10.2010 with Kredyt Bank SA inteto finance the purchase of property located at ul. Mełgiewskiej 7-9 in Lublin.

Page 19 of 31


against the year 2010.

MakSan.Tis.AS., of total sales

the company BIO-has reached

Bioenergia Investon cooperation in the

PLN 61 000. 3 978 shares in

49% of the

for PLN 172 Invest sp. z

General Meeting of

in a current account from

of the Credit Agreement in a current account from for financing current activity.

of the Credit Agreement in a current account from 16 September 2008 with Millennium Bank S.A. in Warsaw for financing current

Agreement of receivables from goods and services sold insurance with the The agreement was concluded for the

MOT Opalenica sp. z o.o. on 01.08.2009 extended the agreement with Euler Hermes S.A. to 31.07.2010.

Agreement on the investment credit of 12.10.2010 with Kredyt Bank SA intended 9 in Lublin.

Acquisition agreement of the property situated14.10.2010 between the companybankruptcy of Daewoo Motor

Annex from 06.12.2010 of the Credit Agreement in a current account from 16 September 2008 with Millennium Bank S.A. in Warsaw for financing current activity.

Agreement from 09.12.2010 between Issuer and Chinese company HEBEI ZHONGXING AUTOMOBILE CO. LTD. Under the provisions of this Agreement the Issuer has been the only one importer, installer, distributor and servicer in Poland of co-produced HEBEI Zhongxing Automobile Co.. LTD car pick

Additionally the Company renews every year insurance contracts like:

property insurance against breakfortuitous events,

insurance of electronic devices against all risks, motor vehicle insurance of the Comp insurance of goods during domestic transport (CARGO).

The insurance contracts guarantee an operating stability, the total amount of the insurance Premium doesn’t exceed 10% of the own capitathese contracts as significant.

9. Information about the Issuer’s organizational or capital connections with other entities and definition of its major domestic and international investment (securities, financial instruments, intangible and legal values and real

The Company has a factory in Dobre Miasto near Olsztyn and three divisions in Biedaszki Małe (near Kętrzyn), Lublin and in Opalenica (near Poznan). Moreover, on the day of drawing up of this report POL-MOT Warfama S.A. owns 51% shares of Bioensp. z o.o. with headquarter in Dobre Miasto.

The POL-MOT Warfama S.A. in Dobre Miasto is a subsidiary company (that operates under the control) of POL-MOT Holding S.A. in Warsaw. POL13 732 242 POL-MOT Warfama S.A. shavoting stocks on the Annual General Meeting.

10. Transactions with parent entities if their single or total value from the beginning of the reporting period exceeds the equivalent of 500.000 EUR

In the company POL-MOT Warfama there was no transaction concluded in the reporting period exceeds the equivalent of 500.000 EUR.

Page


Acquisition agreement of the property situated at ul. Mełgiewskiej 7-9 inthe company POL-MOT Warfama SA and trustee in

Motor Polska sp. z o. o.

Annex from 06.12.2010 of the Credit Agreement in a current account from 16 September 2008 with Millennium Bank S.A. in Warsaw for financing current

Agreement from 09.12.2010 between Issuer and Chinese company HEBEI ZHONGXING AUTOMOBILE CO. LTD. Under the provisions of this Agreement the Issuer has been the only one importer, installer, distributor and servicer in

produced HEBEI Zhongxing Automobile Co.. LTD car pick

Additionally the Company renews every year insurance contracts like:

property insurance against break-in and robbery, devastation , fire and other

insurance of electronic devices against all risks, motor vehicle insurance of the Company cars and insurance of goods during domestic transport (CARGO).

The insurance contracts guarantee an operating stability, the total amount of the insurance Premium doesn’t exceed 10% of the own capital of the Issuer, ipso facto no

Information about the Issuer’s organizational or capital connections with other entities and definition of its major domestic and international investment (securities, financial instruments, intangible and legal values and real estates).

The Company has a factory in Dobre Miasto near Olsztyn and three divisions in Biedaszki Małe (near Kętrzyn), Lublin and in Opalenica (near Poznan). Moreover, on the day of

MOT Warfama S.A. owns 51% shares of Bioenergia Invest sp. z o.o. with headquarter in Dobre Miasto.

MOT Warfama S.A. in Dobre Miasto is a subsidiary company (that operates MOT Holding S.A. in Warsaw. POL-MOT Holding S.A. holds

MOT Warfama S.A. shares, which is 61,91% share in total amount of voting stocks on the Annual General Meeting.

Transactions with parent entities if their single or total value from the beginning of the reporting period exceeds the equivalent of 500.000 EUR.

MOT Warfama there was no transaction concluded in the reporting period exceeds the equivalent of 500.000 EUR.

Page 20 of 31


Lublin, ofin

Annex from 06.12.2010 of the Credit Agreement in a current account from 16 September 2008 with Millennium Bank S.A. in Warsaw for financing current

Agreement from 09.12.2010 between Issuer and Chinese company HEBEI ZHONGXING AUTOMOBILE CO. LTD. Under the provisions of this Agreement the Issuer has been the only one importer, installer, distributor and servicer in

produced HEBEI Zhongxing Automobile Co.. LTD car pick-ups.

in and robbery, devastation , fire and other

The insurance contracts guarantee an operating stability, the total amount of the insurance l of the Issuer, ipso facto no classifying

Information about the Issuer’s organizational or capital connections with other entities and definition of its major domestic and international investment

estates).

The Company has a factory in Dobre Miasto near Olsztyn and three divisions in Biedaszki Małe (near Kętrzyn), Lublin and in Opalenica (near Poznan). Moreover, on the day of

ergia Invest

MOT Warfama S.A. in Dobre Miasto is a subsidiary company (that operates MOT Holding S.A. holds

res, which is 61,91% share in total amount of

Transactions with parent entities if their single or total value from the beginning

MOT Warfama there was no transaction concluded in the reporting

11. Information on taken loans and loan agreements, including their due dates, and on warranties and guarantees granted

POL-MOT Warfama S.A. in 2010

Kredyt Bank S.A. in Warsaw, according to the agreementaccount No 721290004335 from March 3131.03.2011). Repayment of the loan is secured insurance policy transfer and “in blanco” bill of exchange.

Millennium Bank S.A. in Warsaw, according to the caccount No 1/08/400/05 from September 16 2008, (annex No A06.12.2010 for a period 06.12.2010by a real estate mortgage, registered charge on a floating pool transfer and assignment of

PKO Bank Polski S.A. in Warsaw, 270/13/RB/2004 from 16period 25.01-2010-25.01.2011. Repayment of the loan is secured by a real estate mortgage with insurance policy transfer, “in blanco” bto make deductions of the receivables from

POL-MOT Warfama SA in 2010,company Bioenergia Invest SA These agreementsguarantees are described in section 12

12. Information on taken loans and loan agreements, including their due dates, and on warranties and guarantees granted, with acknowledgement loans, warranties and guarantees given to related entities

In 2009 and 2010 POL-MOT Warfama S.A. granted guaranties on Bioenergia Invest sp. z o.o. company’s liabilities on behalf of:

Kredyt Lease S.A. In Warsaw, operating leaseyear period time to the amount of

Bankowy Leasing Sp. z o.o. on five-year period time to the amount of

Bankowy Leasing Sp. z o.o. in Łódź, operating lease from 19.02.2010 concluded on five-year period time to

Kredyt Lease S.A. In Warsaw, operating lease from 29.03.2010 concluded on fiveyear period time to the amount of PLN 700 thousand.

Bankowy Leasing Sp. z o.o. in Łódź, operating lease from 04.08.2010 concluded on five-year period time to the amount of PLN 699 thousand.

Bankowy Leasing Sp. z o.o. in Łódź, operating lease from 24.09.2010 concluded on five-year period time to the amount of PLN 676 thousand.

Page


Information on taken loans and loan agreements, including their due dates, and on warranties and guarantees granted.

10 cooperates with the following banks:

rsaw, according to the agreement of credit limit in current No 721290004335 from March 31, 2006 (annex No8 from 16.03.2010 to

31.03.2011). Repayment of the loan is secured by a real estate mortgage with insurance policy transfer and “in blanco” bill of exchange.Millennium Bank S.A. in Warsaw, according to the credit agreement in a current

1/08/400/05 from September 16 2008, (annex No A5/1/08/400/05 from r a period 06.12.2010-01.12.2011). Repayment of the loan is secured

by a real estate mortgage, registered charge on a floating pool with insurance policy assignment of receivables form cooperation agreement.

PKO Bank Polski S.A. in Warsaw, the loan agreement in the current account No 270/13/RB/2004 from 16.06.2004, changed by annex No 12 from 25.01.2010 for a

25.01.2011. Repayment of the loan is secured by a real estate mortgage with insurance policy transfer, “in blanco” bill of exchange and

of the receivables from the current account in PKO BP S.A.

2010, was the guarantor of lease agreements concluded byThese agreements, together with the values of the

section 12

Information on taken loans and loan agreements, including their due dates, and on warranties and guarantees granted, with acknowledgement loans, warranties and guarantees given to related entities.

MOT Warfama S.A. granted guaranties on Bioenergia Invest sp. z o.o.

In Warsaw, operating lease from 10.11.2009 concluded onyear period time to the amount of PLN 822 thousand.

Sp. z o.o. in Łódź, operating lease from 12.11.2009to the amount of PLN 1650 thousand.

Bankowy Leasing Sp. z o.o. in Łódź, operating lease from 19.02.2010 concluded year period time to the amount of PLN 718 thousand.

Kredyt Lease S.A. In Warsaw, operating lease from 29.03.2010 concluded on fiveyear period time to the amount of PLN 700 thousand. Bankowy Leasing Sp. z o.o. in Łódź, operating lease from 04.08.2010 concluded

period time to the amount of PLN 699 thousand.Bankowy Leasing Sp. z o.o. in Łódź, operating lease from 24.09.2010 concluded

year period time to the amount of PLN 676 thousand.

Page 21 of 31


Information on taken loans and loan agreements, including their due dates, and

of credit limit in current 16.03.2010 to

real estate mortgage with

redit agreement in a current /1/08/400/05 from

Repayment of the loan is secured insurance policy

the loan agreement in the current account No 25.01.2010 for a

25.01.2011. Repayment of the loan is secured by a real estate ill of exchange and consent

in PKO BP S.A.

concluded by the the

Information on taken loans and loan agreements, including their due dates, and on warranties and guarantees granted, with acknowledgement loans, warranties

MOT Warfama S.A. granted guaranties on Bioenergia Invest sp. z o.o.

concluded on five-

concluded

Bankowy Leasing Sp. z o.o. in Łódź, operating lease from 19.02.2010 concluded

Kredyt Lease S.A. In Warsaw, operating lease from 29.03.2010 concluded on five-



The sum of guarantees granted by Bioenergia Invest SA as at 31.12.2010

In 2010, the company Bioenergia

13. In the event of the issue of securities in the period covered by the financial statements – allocation of receipts from the issue by Issuer

From the moment of obtaining fundspresented in issuing prospect aims, incomes were assigned for financing the purchase of production machinery, technology investments, information technology and repayment debts.

14. Explanation of differences between the achieved financial resultspublished forecasts.

The Capital Group did not publish any forecasts for the year 20

15. Assessment and identification of possible threats and actions taken by the Company or to be taken in order to prevent possible threats, including reaconcerning the management of Presources.

On a 31.12.2010 the Capital Groupcomprised 49% of total liabilities.

Liabilities and reserves to equity r

The debt ratio reaches a level of The liquidity current ratio was 1,22 in 2010, while

These ratios have reached lower levels

Decrease in the liquidity ratios in 2010 were due to, among others increasing the value of liabilities from deliveries and services and the value of shortIncreased demand for farm machinery and equipment in the second quarter offorcing purchases of materials and supplies in preparation for increased production in the first months of 2011, which in turn caused an increase in the value of liabilities at the end of 2010. Regularity settlement of liabilities of the Group repayments of trade debtors. Sales growth in 2010 and the impact of the financial crisis has caused an increase in receivables in the year 2010 in the parent company POLWarfama SA of about PLN 7 135 thousand the company noted, the lower more than half increase in accounts receivable, i.e.

Page


granted by POL-MOT Warfama SA for the obligati31.12.2010 amounts to PLN 3 729 thousand.

Bioenergia Invest SA did not give guarantees or loans.

In the event of the issue of securities in the period covered by the financial allocation of receipts from the issue by Issuer.

funds from the issue to the date of this report, according to presented in issuing prospect aims, incomes were assigned for financing the purchase of production machinery, technology investments, information technology and repayment

Explanation of differences between the achieved financial results and previously

did not publish any forecasts for the year 2010.

Assessment and identification of possible threats and actions taken by the or to be taken in order to prevent possible threats, including rea

concerning the management of POL-MOT Warfama’s Capital Group

Capital Group’s equity amounted PLN 68 131 thousand and % of total liabilities.

Liabilities and reserves to equity ratio amounted 1,06 in 2010

51% in the end of 2010. was 1,22 in 2010, while the liquidity quick ratio was 0,50

levels compared to levels generally considered as

Decrease in the liquidity ratios in 2010 were due to, among others increasing the value of liabilities from deliveries and services and the value of short-term loans and bank loans. Increased demand for farm machinery and equipment in the second quarter offorcing purchases of materials and supplies in preparation for increased production in the first months of 2011, which in turn caused an increase in the value of liabilities at the end of 2010. Regularity settlement of liabilities of the Group was dependent on the level of repayments of trade debtors. Sales growth in 2010 and the impact of the financial crisis has caused an increase in receivables in the year 2010 in the parent company POL

PLN 7 135 thousand compared to the year 2009. At the same time, more than half of the increase in liabilities, compared to an

i.e. by PLN 3 372 thousand compared to the year 2009.

Page 22 of 31


for the obligations of the

In the event of the issue of securities in the period covered by the financial

ccording to presented in issuing prospect aims, incomes were assigned for financing the purchase of production machinery, technology investments, information technology and repayment

and previously

Assessment and identification of possible threats and actions taken by the or to be taken in order to prevent possible threats, including reasons

Capital Group financial

thousand and

was 0,50.

as safe.

Decrease in the liquidity ratios in 2010 were due to, among others increasing the value of term loans and bank loans.

Increased demand for farm machinery and equipment in the second quarter of each year, forcing purchases of materials and supplies in preparation for increased production in the first months of 2011, which in turn caused an increase in the value of liabilities at the end

was dependent on the level of repayments of trade debtors. Sales growth in 2010 and the impact of the financial crisis has caused an increase in receivables in the year 2010 in the parent company POL-MOT

e same time, , compared to an

compared to the year 2009.

At the end of 2010, POL-MOT Warfamaof receivables by customers, whichfirst months of 2011. As a resultregulate obligations, which level million as of 15.03.2011.

The Issuer has provided the liquidityof overdrafts. The amount of credit exposurerequirements resulting from the increase ingrowth in manufacturing activity.

Recent world events and speculationsubstantial increase in steel pricescan affect the deterioration of the profitability of businesslevel in 2011. POL-MOT Warfamaindividual products and adjusts thesteps to reduce fixed costs and variable costsa direct impact. These actions aimto the levels generally considered

The Board of Directors of Company on a day of publication of the report didn’t predict any threats for meeting the Company

16. Assessment of contemplated projects performance, including capital investmeagainst possessed funds, taking into account possible changes in the financing structure of this activity.

Investment projects implemented in 2010obtained long-term loans and the advantage of the possibility of UE grant programs for financing investments in big corporations.

Bioenergia Invest S.A. also is going to take advantage of the possibility of UE grant programs for financing investments in big cor

17. Assessment of extraordinary factors and events influencing the financial results achieved in the 2010, including the extent to which these factors and extraordinary events influenced the achieved results

The positive factors which may influence on the development of activity are:

implement new products on the market, improving existing range of products, maintenance good relationship with regular customers, suppliers and dealers, building distribution chains and gaining new customers and contracts,

Page


Warfama SA has taken action to accelerate thewhich resulted in reduced levels of outstanding debts

a result of actions taken, POL-MOT Warfama SAlevel of about 17 million at year-end 2010, fell to around

liquidity in the financing of current operations throughcredit exposure was adjusted to increase of the current

from the increase in sales and stocks and thereby financing of activity.

speculation on commodity exchanges indicate asteel prices - the basic raw material used in the production

the profitability of business and thus the change in the ratios Warfama SA continuously monitors the level of profitability

the margins to satisfactory levels of profitabilityvariable costs in these areas, which the company may

These actions aim to achieve higher margins and restoring liquidity ratiosconsidered as safe.

The Board of Directors of Company on a day of publication of the report didn’t predict any Company’s obligations.

Assessment of contemplated projects performance, including capital investmeagainst possessed funds, taking into account possible changes in the financing

t projects implemented in 2010 or planned to be implemented in 2011term loans and the Company’s own funds. The Company is going to take

advantage of the possibility of UE grant programs for financing investments in big

Bioenergia Invest S.A. also is going to take advantage of the possibility of UE grant programs for financing investments in big corporations.

Assessment of extraordinary factors and events influencing the financial results , including the extent to which these factors and

extraordinary events influenced the achieved results.

The positive factors which may influence on the development of POL-MOT Warfama S.A.

implement new products on the market, improving existing range of products, maintenance good relationship with regular customers, suppliers and dealers, building distribution chains and gaining new customers and contracts,

Page 23 of 31


accelerate the collection debts in the

is able toto around 10

through the usethe current capital financing of

indicate a possibleproduction, which

change in the ratios of profitability of

profitability. Also takethe company may have

liquidity ratios

The Board of Directors of Company on a day of publication of the report didn’t predict any

Assessment of contemplated projects performance, including capital investments against possessed funds, taking into account possible changes in the financing

lanned to be implemented in 2011, based on Company is going to take

advantage of the possibility of UE grant programs for financing investments in big

Bioenergia Invest S.A. also is going to take advantage of the possibility of UE grant

Assessment of extraordinary factors and events influencing the financial results , including the extent to which these factors and

Warfama S.A.

maintenance good relationship with regular customers, suppliers and dealers,

participation in fairs and promotional events which improves company’s image and increases the volume of sales,

The negative factors:

higher prices of goods and imported raw materials lower export sales, delays in call operations and

The positive factors which may influence on the development of Bioenergia Invest S.A. activity are:

increased demand for biomass increased production of briquette

produce briquettes, signing additional contracts for the supply of biomass to power

The negative factors: briquette production hold up during

increased risk of hydraulic Straw moisture due to heavy rain Interim suspension of collection of briquette

18. Characteristics of external anddevelopment and description of prospective development of business activity, taking into account elements of the developed marketing strategy

Over the next financial yeardevelopment strategy. The basis assumption of realized mediumstrengthening its position on the market, which should be reflected in higher share in domestic market. The strategy assumes development by the implementproducts and using distributions channels and positioning these products on the domestic market and abroad.

One of the strategy elements is increasing direct import share in purchasing new machines and facilities, which aren’t producing in CExamples of these objectives isMak. San. ve Tic. A.S. concerning cooperation of tractors production.

In 2009 the Company also granted approval certificate for pickreport 8/2009). On 9 December 2010Chinese company HEBEI Zhongxingunder which the Issuer has beenservicer of co-produced by Chineseis planned for early 2011.

Page


participation in fairs and promotional events which improves company’s image and increases the volume of sales,

higher prices of goods and imported raw materials ,

and execution of contracts under the PROW 2007

The positive factors which may influence on the development of Bioenergia Invest S.A.

biomass in the market, of briquette in institutions which leases and new lines

signing additional contracts for the supply of biomass to power station in 2010

briquette production hold up during most cold weather in January 2010of hydraulic failure

to heavy rain in the autumn rain and snow in winterInterim suspension of collection of briquette in power stations due to the flooding

Characteristics of external and internal factors vital for the Capital Groupdevelopment and description of prospective development of business activity, taking into account elements of the developed marketing strategy.

the Management Board will continue the Company’s The basis assumption of realized medium-term strategy is

strengthening its position on the market, which should be reflected in higher share in strategy assumes development by the implementation of new

products and using distributions channels and positioning these products on the domestic

is increasing direct import share in purchasing new machines and facilities, which aren’t producing in Company, but widening the product range.

signed an agreement with Turkish company Hattat Tarim Mak. San. ve Tic. A.S. concerning cooperation of tractors production.

granted approval certificate for pick-up Grand Tiger (Current December 2010 the company has signed an agreement

Zhongxing Automobile Co. LTD (Current reporthas been in Poland exclusive importer, installer, distributor

Chinese company pick-ups. Car launching on the Polish market

Page 24 of 31


participation in fairs and promotional events which improves company’s image and

2007-2013.

The positive factors which may influence on the development of Bioenergia Invest S.A.

and new lines to

in 2010.

January 2010 due to an

the flooding

apital Group’s development and description of prospective development of business activity,

continue the Company’s term strategy is

strengthening its position on the market, which should be reflected in higher share in ation of new

products and using distributions channels and positioning these products on the domestic

is increasing direct import share in purchasing new machines ompany, but widening the product range.

signed an agreement with Turkish company Hattat Tarim

up Grand Tiger (Current an agreement with the

(Current report 26/2010), distributor and

Polish market

On 14 October 2010 was concluded an Lublin, between the Issuer and theMOTOR POLAND Ltd., based inbranch office in Lublin. Some of the acquired property with R & D center and production of machinery and equipment were previously leased by the Issuer.

Bioenergia Invest SA during thestrategy prepared by the Management consistently implemented strategy will be strengthen the

Bioenergia Invest SA proceeding to technological development of production lines and creating a safer alternative to the briquette is working closely with POLSA to improve production of briquettes and pellets technology on an industrial scale. Currently, pellets are produced on 2 production lines. Possession of pelleting technology makes it possible to easily change the production, depending on market needs.

The Company's strategy involvescooperation in the production andanother power plant in Poland. The companythe activities of the acquisition of

19. Organizational changes in the the basic principles of managing

In 2009 the Company innovated the cooperation with recipients. The organisational structure of POL-MOT Warfama S.A. was changed for better information flow and faster decision process and there was carriedthem to implement new management methodbasic raw materials was centralized and there was implemented the diversification of raw materials’ suppliers.

In 2010, the Company made changes inDistrict Court in Olsztyn, dated 20of the amendments to the Articles of association

20. Changes in management and supervisory board, principles regulating the appointment and dismissal of managerial staff and the rights of managerial staff, in particular, the right to decide on the issue or purchase of shares

POL-MOT Warfama S.A.:

The Management Board as of 31.12.2001. Adam Dobieliński -2. Karol Zarajczyk -3. Stanisław Kulas -4. Jan Wielgus -

Page


was concluded an agreement for the acquisition of property situatedand the trustee in bankruptcy of the Company DAEWOO

in Lublin. Property acquired will constitute the Company's. Some of the acquired property with R & D center and production

f machinery and equipment were previously leased by the Issuer.

next financial year will be implementing the development Management Board. The basic assumptions adopted

strategy will be strengthen the position in the market of biomass

Bioenergia Invest SA proceeding to technological development of production lines and creating a safer alternative to the briquette is working closely with POL-MOT Warfama

duction of briquettes and pellets technology on an industrial scale. Currently, pellets are produced on 2 production lines. Possession of pelleting technology makes it possible to easily change the production, depending on market needs.

involves the development by signing new agreementsproduction and supply of briquettes and start to supply biomass

The company is also examining the possibility of extendingthe acquisition of energy from OZE (Renewable Energy).

Organizational changes in the Capital Group, including their causes; changes in the basic principles of managing.

innovated the cooperation with recipients. The organisational MOT Warfama S.A. was changed for better information flow and faster and there was carried the training system for employees which prepares

them to implement new management methods in the Company. Moreover the purchase of asic raw materials was centralized and there was implemented the diversification of raw

changes in the Articles of association (resolution of dated 20 April 2010 on an entry in the Register of Entrepreneurs

amendments to the Articles of association).

Changes in management and supervisory board, principles regulating the appointment and dismissal of managerial staff and the rights of managerial staff,

, the right to decide on the issue or purchase of shares.

31.12.2009:The President of The Management Board The Vice-President of The Management Board The Vice-President of The Management Board The Member of the Management Board

Page 25 of 31


of property situated inDAEWOO

the Company's. Some of the acquired property with R & D center and production

development adopted andof biomass.

Bioenergia Invest SA proceeding to technological development of production lines and MOT Warfama

duction of briquettes and pellets technology on an industrial scale. Currently, pellets are produced on 2 production lines. Possession of pelleting technology

agreements on biomass to

the possibility of extending

including their causes; changes in

innovated the cooperation with recipients. The organisational MOT Warfama S.A. was changed for better information flow and faster

for employees which prepares s in the Company. Moreover the purchase of

asic raw materials was centralized and there was implemented the diversification of raw

(resolution of the Entrepreneurs

Changes in management and supervisory board, principles regulating the appointment and dismissal of managerial staff and the rights of managerial staff,

President of The Management Board President of The Management Board

The Management Board as of 31.12

1. Adam Dobieliński -2. Karol Zarajczyk3. Stanisław Kulas

--

4. Jan Wielgus -5. Tomasz Horbal -

Changes in the Management Board of POL

1) On 2 February 2010, Mr. Tomasz Horbal was appointed as Management Board.

2) On 5 October 2010, Mr. Stanisław Kulas was dismissed from the Viceoffice.

The Management Board of POLthose ones from commercial corporations’ code.

The Supervisory Board as of 31.12.2010:

1. Andrzej Zarajczyk -2. Ryszard Mrozek -3. Zbigniew Janas -4. Henryk Goryszewski -5. Paweł Gilewski -6. Michał Szwonder -

In 2010, the Supervisory Board has not changed.

Changes in Bioenergia Invest SA:

The Management Board as of 31.12.2009:

1. Tadeusz Kasjanowicz -2. Dariusz Cycan -3. Mirosław Motyliński -

In 2010, the Management Board has not changed.


1. Stanisław Kulas -2. Paweł Gilewski -3. Karol Zarajczyk -4. Katarzyna Świderska -

Page


31.12.2010:

The President of The Management Board The Vice-President of The Management Board The Vice-President of The Management BoardThe Member of the Management Board The Member of the Management Board

Changes in the Management Board of POL-MOT Warfama S.A.:

Mr. Tomasz Horbal was appointed as a Member of the

Mr. Stanisław Kulas was dismissed from the Vice

OL-MOT Warfama S.A. hasn’t any special rights, besides those ones from commercial corporations’ code.

31.12.2010:

The Chairman of The Supervisory BoardThe Deputy Chairman of The Supervisory BoardThe Member of The Supervisory BoardThe Member of The Supervisory BoardThe Member of The Supervisory BoardThe Member of The Supervisory Board

Board has not changed.

Changes in Bioenergia Invest SA:

31.12.2009:

- President of the Management Board- Vice-President of the Management Board- Member of the Management Board

In 2010, the Management Board has not changed.

31.12.2009:

The Chairman of The Supervisory BoardThe Deputy Chairman of The Supervisory BoardThe Member of The Supervisory BoardThe Member of The Supervisory Board

Page 26 of 31


President of The Management Board President of The Management Board

Member of the

Mr. Stanisław Kulas was dismissed from the Vice-President

Warfama S.A. hasn’t any special rights, besides

Board

The Deputy Chairman of The Supervisory Board


1. Paweł Gilewski -2. Katarzyna Świderska -3. Karol Zarajczyk -4. Marcin Matusewicz -5. Mateusz Zarajczyk -

Changes in the Supervisory Board of Bioenergia Invest S.A.:

1) On 25 October 2010, Mr. The Supervisory Board.

2) On 27 October 2010, Mr. Supervisory Board.

3) On 27 October 2010, Mr. Katarzyna Świderska was appointed as the Deputy Chairman of The Supervisory Board.

4) On 28 December 2010, Mr. Marcin Matusewicz was appointed as the Member of The Supervisory Board.

5) On 28 December 2010, Mr. Mateusz Zarajczyk was appointed as the Member of The Supervisory Board.

21. Agreements concluded between Issuer and Main the case of resignation or dismissed from position without any reason or in the case of takeover or merger.

Members of The Management Board S.A. are employed on a labour contract. In case of breaking the agreement by employer, employees are entitled to severance pay or indemnification according to labour law.

22. Remuneration, rewards and benefits paid, due or potentially due, to the managerial and supervisory staff

Management Board:

Adam Dobieliński The President of The Management Board

Karol Zarajczyk The Vice-President of The Management Board

Stanisław Kulas The Vice-President of The Management Board

Jan Andrzej Wielgus The Member of The Management Board

Tomasz Horbal The Member of The Management Board

Tadeusz Kasjanowicz

The President of The PolBoard

Dariusz Cycan The Vice-President of The Management Board

Page


31.12.2010:

The Chairman of The Supervisory BoardThe Deputy Chairman of The Supervisory BoardThe Member of The Supervisory BoardThe Member of The Supervisory BoardThe Member of The Supervisory Board

Changes in the Supervisory Board of Bioenergia Invest S.A.:

Mr. Stanisław Kulas was dismissed from the Chairman of

Mr. Paweł Gilewski was appointed as the Chairman of The

Mr. Katarzyna Świderska was appointed as the Deputy Supervisory Board.

Mr. Marcin Matusewicz was appointed as the Member of

Mr. Mateusz Zarajczyk was appointed as the Member of

Agreements concluded between Issuer and Management Board, predicted refund in the case of resignation or dismissed from position without any reason or in the case of takeover or merger.

Members of The Management Board of POL-MOT Warfama S.A. and Bioenergia Invest contract. In case of breaking the agreement by employer,

employees are entitled to severance pay or indemnification according to labour law.

Remuneration, rewards and benefits paid, due or potentially due, to the managerial and supervisory staff.

Position: remuneration in 2010 [PLN]

The President of The Management Board

President of The Management Board


The Member of The Management Board

The Member of The Management Board

Bioenergia InvestThe President of The Pol-Mot Opalenica Management


Page 27 of 31



Stanisław Kulas was dismissed from the Chairman of

the Chairman of The

Mr. Katarzyna Świderska was appointed as the Deputy

Mr. Marcin Matusewicz was appointed as the Member of

Mr. Mateusz Zarajczyk was appointed as the Member of

nagement Board, predicted refund in the case of resignation or dismissed from position without any reason or in the

MOT Warfama S.A. and Bioenergia Invest contract. In case of breaking the agreement by employer,

employees are entitled to severance pay or indemnification according to labour law.

Remuneration, rewards and benefits paid, due or potentially due, to the

Gross remuneration in 2010 [PLN]

252 920 PLN

240 942 PLN

126 832 PLN

166 290 PLN

166 964 PLN

96 000 PLN

12 000 PLN

Mirosław MotylińskiThe Member of The PolBoard

Total:

Supervisory Board:

Andrzej Zarajczyk The Chairman of The Supervisory Board

Ryszard Mrozek The Deputy Chairman of The Supervisory Board

Henryk Goryszewski The Member of The Supervisory

Zbigniew Janas The Member of The Supervisory Board

Paweł Gilewski The Member of The Supervisory Board

Michał Szwonder The Member of The Supervisory Board

Paweł Gilewski The Chairman

Stanisław Kulas The Chairman of The Supervisory BoardKatarzyna Świderska The Deputy Chairman of The Supervisory Board

Karol Zarajczyk The Member of The Supervisory Board

Marcin Matusewicz The Member of The Supervisory

Mateusz Zarajczyk The Member of The Supervisory Board

Total:

Comment: Mr. Stanislaw Kulas acted as Vice President to 4 October 2010. Mr. Horbal Thomas is a Member of the Board from 1 February 2010. Mr. Paweł Gilewski acts as Chairman of the Supervisory Board from 27 October 2010 (previously Vice Chairman of the Supervisory Board). Mr. Stanislaw Kulas acted as Chairman of the Supervisory Board until 25 October 2010. Mrs. Katarzyna Świderska is (previously member of the Supervisory Board). Mr. MarSupervisory Board since 28 December 2010.

23. The total amount and net value of shares possessing by the Management and Supervisory Board.

Management Board:

Ewa Pradoń* Pro

Supervisory Board:

Andrzej Zarajczyk ** The Chairman of The Supervisory Board

* Ewa Pradoń - Owns shares indirectly by closely related person; ** Andrzej Zarajczyk Dominant entity over INVESTdirectly dominant entity over POL-MOT Holding S.A. in Warsaw. Polshares which amounts 61,91% of total votes.

Page


The Member of The Pol-Mot Opalenica Management

Position:remuneration in 2010 [PLN]

The Chairman of The Supervisory Board


The Member of The Supervisory Board




Bioenergia Invest







Comment: Mr. Stanislaw Kulas acted as Vice President to 4 October 2010. Mr. Horbal Thomas is a Member of the Board from 1 February 2010. Mr. Paweł Gilewski acts as Chairman of the Supervisory Board from 27 October 2010 (previously

rvisory Board). Mr. Stanislaw Kulas acted as Chairman of the Supervisory Board until 25 October 2010. Mrs. Katarzyna Świderska is The Deputy Chairman of The Supervisory Board since 27 October 2010 (previously member of the Supervisory Board). Mr. Marcin Matusewicz and Mr. Mateusz Zarajczyk are members of the Supervisory Board since 28 December 2010.

he total amount and net value of shares possessing by the Management and

Position: Total volume

of shares

Proxy 1 797

Position: Total volume

of shares


13 732 242**

Owns shares indirectly by closely related person; Dominant entity over INVEST-MOT Sp. z o.o. in connection with this, also a

MOT Holding S.A. in Warsaw. Pol-Mot Holding S.A. owns 13 732 242 shares which amounts 61,91% of total votes.

Page 28 of 31


60 000 PLN

965 948 PLNGross

remuneration in 2010 [PLN]

30 000 PLN

24 000 PLN

24 000 PLN

24 000 PLN

24 000 PLN

24 000 PLN

0

0

0

0

0

0

150 000 PLN

Comment: Mr. Stanislaw Kulas acted as Vice President to 4 October 2010. Mr. Horbal Thomas is a Member of the Board from 1 February 2010. Mr. Paweł Gilewski acts as Chairman of the Supervisory Board from 27 October 2010 (previously

rvisory Board). Mr. Stanislaw Kulas acted as Chairman of the Supervisory Board until 25 since 27 October 2010

members of the

he total amount and net value of shares possessing by the Management and

% of shares in total amount of

voting rights

0,00008

% of shares in total amount of

voting rights

61,91**

MOT Sp. z o.o. in connection with this, also a Holding S.A. owns 13 732 242

24. Company shareholders holding directly or indirectly at least 5% of votes at the General Meeting of Shareholders.

According to Company’s best knowledge, shareholders with more than 5% of total votes on the General Shareholders’ Meeting are:

Shareholders Structure

POL – MOT HOLDING S.A.* in Warsawsubsidiaries

IPOPEMA TFI S.A.

OthersTotal:* Invest-Mot sp. z o.o. dominant entity over Pol

25. Information on any agreements, known to Issuer (concluded also after balance sheet date), that in the future may lead to changes in the proportion of shares held by former shareholders and bondholders

On a day of passing the annual report the Management Board of POLhasn’t concluded any agreements shares held by former shareholders and bondholders in the future.

However on the shareholders structure may influence the establishment of the Incentive and Loyalty Programme and the Incentive Programme. The General Annual Meeting of POL-MOT Warfama S.A. on May 6th, 2008 pass a resolution 28/2008 establishment of the Incentive and Loyalty Programme for the Company’s employee

Abovementioned programmes were implemented by issuing subscription warrants, which entitled to preference assumption of shares from conditional raised share capital after fulfilment some criterion (Art 453

26. Pointing shareholders, which have special control rights against POLWarfama S.A..

In share equity there aren’t any shares, which give special control rights against Issuer.

27. Information about Control System of

Information about Incentive Programme is placed in point 25 of annual report.

Page


Company shareholders holding directly or indirectly at least 5% of votes at the General Meeting of Shareholders.

According to Company’s best knowledge, on a day of passing the annual report for 20shareholders with more than 5% of total votes on the General Shareholders’ Meeting are:

Number of Shares

% of share capital

Number of Shares

in Warsaw and 13 732 242 61,91 13 732 242

1 199 015 5,41 1 199 015

7 248 743 32,68 7 248 74322 180 000 100,00 22 180 000

dominant entity over Pol-Mot Holding S.A., Source: The Issuer’s Management Board

Information on any agreements, known to Issuer (concluded also after balance sheet date), that in the future may lead to changes in the proportion of shares held by former shareholders and bondholders.

On a day of passing the annual report the Management Board of POL-MOT Warfama S.A. hasn’t concluded any agreements in 2010, which may lead to changes in the proportion of shares held by former shareholders and bondholders in the future.

areholders structure may influence the establishment of the Incentive and Loyalty Programme and the Incentive Programme. The General Annual Meeting of

on May 6th, 2008 pass a resolution 28/2008 concerning the tive and Loyalty Programme for the Company’s employee

Abovementioned programmes were implemented by issuing subscription warrants, which entitled to preference assumption of shares from conditional raised share capital after

Art 453 § 2, The commercial Code).

Pointing shareholders, which have special control rights against POL


Information about Control System of Labour Operation Programmes.

Information about Incentive Programme is placed in point 25 of annual report.

Page 29 of 31


Company shareholders holding directly or indirectly at least 5% of votes at the

l report for 2010, shareholders with more than 5% of total votes on the General Shareholders’ Meeting are:

Number of Shares

% of share capital

732 242 61,91

199 015 5,41

248 743 32,68180 000 100,00

The Issuer’s Management Board

Information on any agreements, known to Issuer (concluded also after balance sheet date), that in the future may lead to changes in the proportion of shares held

MOT Warfama S.A. to changes in the proportion of

areholders structure may influence the establishment of the Incentive and Loyalty Programme and the Incentive Programme. The General Annual Meeting of

concerning the tive and Loyalty Programme for the Company’s employee.

Abovementioned programmes were implemented by issuing subscription warrants, which entitled to preference assumption of shares from conditional raised share capital after

Pointing shareholders, which have special control rights against POL-MOT


28. Any restrictions concerning conveying proprietary right and execute voting rights of Issuer.

According to the arrangements of the Prospectus, thHOLDING S.A.) committed that within 12 months from the date of the first quotation (25.01.2008), wouldn’t sell any shares without approval Millennium DM. Simultaneously Shareholder committed wouldn’t concluded any agreement,proprietary rights within 12 months from the date of first quotation. Obligation didn’t refer to: - Sale of shares in response to call for enlist for selling shares, with the exemption of call announced on the basis of Article 72 o

According to Company’s best knowledge, there weren’t determined any others restriction in the field of conveying proprietary right and execute voting rights.

29. Information of agreement with entity authorised to audit of finan

In accordance with regulation of the Article 66, Section 4, the Accounting Act from September 29th, 1994 and § 26 Point 19 of the Article of Association, the Supervisory Board chose the auditor.

On 28 June 2010 the Supervisory Board ofauditor - the company Wessly Ltd.financial statements under reference number

Under that agreement the companyCompany's consolidated financial statementsfinancial statements of POL-MOT accordance with IFRS and to examine thethe year 2010 and the consolidated financial statementsWarfama for the year 2010.

POL-MOT Warfama SA hasn’t previously

The salary of abovementioned agreement amounts to 80.000

The annual financial statement for 200Postępu 12, registered under number 3355 on the list of entities authorized to audit financial statements. The total cost of reports amounted

30. Statement of responsible persons for information in annual report from CGroup’s activity.

The Management Board declares that, to the best of its knowledge, the annual financial statement for the year 2009, and comparative data, have been compiled in accordance with the binding accounting principles and truly, accurately and clearly reflect the financial condition, as well as the financial result of the Company. The Report on the

Page


Any restrictions concerning conveying proprietary right and execute voting rights

According to the arrangements of the Prospectus, the dominant shareholder (POLHOLDING S.A.) committed that within 12 months from the date of the first quotation (25.01.2008), wouldn’t sell any shares without approval Millennium DM. Simultaneously Shareholder committed wouldn’t concluded any agreement, which causes conveying proprietary rights within 12 months from the date of first quotation. Obligation didn’t refer

Sale of shares in response to call for enlist for selling shares, with the exemption of call announced on the basis of Article 72 of the Act on Public Offering.

According to Company’s best knowledge, there weren’t determined any others restriction in the field of conveying proprietary right and execute voting rights.

Information of agreement with entity authorised to audit of financial statement

In accordance with regulation of the Article 66, Section 4, the Accounting Act from September 29th, 1994 and § 26 Point 19 of the Article of Association, the Supervisory

the Supervisory Board of POL-MOT Warfama SA decided toLtd., based in Warsaw, ul. Irysowa 24A, entitled to audit

financial statements under reference number 1117.

the company Wessly Ltd. is an entity authorized to reviewconsolidated financial statements for the first half of 2010 and consolidated

MOT Warfama Capital Group for the first half ofand to examine the Company's consolidated financial statements

the consolidated financial statements of the Group of POL

hasn’t previously cooperated with Wessly Ltd. in Warsaw

The salary of abovementioned agreement amounts to 80.000 PLN net.

The annual financial statement for 2009 was approved by BDO sp. z o. o. in Warsawregistered under number 3355 on the list of entities authorized to audit

financial statements. The total cost of reports amounted 63.000 PLN net.

tatement of responsible persons for information in annual report from C

The Management Board declares that, to the best of its knowledge, the annual financial statement for the year 2009, and comparative data, have been compiled in accordance with the binding accounting principles and truly, accurately and clearly reflect the financial condition, as well as the financial result of the Company. The Report on the

Page 30 of 31


Any restrictions concerning conveying proprietary right and execute voting rights

e dominant shareholder (POL-MOT HOLDING S.A.) committed that within 12 months from the date of the first quotation (25.01.2008), wouldn’t sell any shares without approval Millennium DM. Simultaneously

which causes conveying proprietary rights within 12 months from the date of first quotation. Obligation didn’t refer

Sale of shares in response to call for enlist for selling shares, with the exemption of call

According to Company’s best knowledge, there weren’t determined any others restriction

cial statement.

In accordance with regulation of the Article 66, Section 4, the Accounting Act from September 29th, 1994 and § 26 Point 19 of the Article of Association, the Supervisory

choose the, entitled to audit

review the consolidated

the first half of 2010 in statements for of POL-MOT

in Warsaw.

Warsaw, ul registered under number 3355 on the list of entities authorized to audit

tatement of responsible persons for information in annual report from Capital

The Management Board declares that, to the best of its knowledge, the annual financial statement for the year 2009, and comparative data, have been compiled in accordance with the binding accounting principles and truly, accurately and clearly reflect the actual and financial condition, as well as the financial result of the Company. The Report on the

Activities of the Company contains a true description of development and achievements, as well as the condition of the Company

The Management Board declares that the entity authorised to audit financial statement, auditing the annual financial statement for the year 20binding regulations. The auditors auditing the financial statement satisfirequired to issue an objective and independent opinion, in accordance with relevant provisions of Polish law.

Dobre Miasto, March 17, 2011

............................. ............................Adam

Dobieliński Zarajczyk

The President of the Management

Board

The VicePresident of the

Management Board

Page


contains a true description of development and achievements, as Company, including basic risks and threats.

The Management Board declares that the entity authorised to audit financial statement, auditing the annual financial statement for the year 2010, was selected pursuant to the binding regulations. The auditors auditing the financial statement satisfied all conditions required to issue an objective and independent opinion, in accordance with relevant

............................ ………………… ……………...Karol

ZarajczykJan Andrzej

WielgusTomasz Horbal

The Vice-President of the

Management Board

The Member of the Management

Board


Board

Page 31 of 31


contains a true description of development and achievements, as

The Management Board declares that the entity authorised to audit financial statement, , was selected pursuant to the

ed all conditions required to issue an objective and independent opinion, in accordance with relevant

……………...Tomasz Horbal


Board

Date post:	14-May-2020
Category:	Documents
Upload:	others
View:	1 times
Download:	0 times

POL-MOT WARFAMA S.A. CAPITAL GROUP - Ursus...In 2010, the POL-MOT Warfama SA Capital Group received...

Documents