PRO AUDIT

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Ladies and Gentlemen, Professionalism, reliability and pragmatism – these are the fundamental values upon which we base our relationships with our clients. Our experience provides much evidence that our clients value mutual collaboration on the basis of these principles, confirmation of which in particular are the long-standing relationships which link us with the companies, groups of enterprises and investors served. Our advantage is the complexity of the services provided, focusing on the most important needs of our clients in a way that efficiently and effectively support their development and security. Depending on these needs we can be both professional, experienced and trusted advisor as well as a reliable and independent auditor, in each case focused on the benefits of our clients. With each client we share individual relationships, providing mutual satisfaction and benefit. We are able to adapt our approach to a collaboration with each of them, irrespective of scale and nature, drawing on experience in serving small and medium-sized firms, including family firms, along with global corporations and the largest Polish investors. For example, with great satisfaction we accepted the occupation 8th place in Poland according to the ranking of Rzeczpospolita in respect of size of companies being audited. If you are interested in entering into collaboration, and joining this circle, it will be with the greatest of pleasure that we prepare a proposal adapted to your individual needs. On behalf of our team, may I say that we look forward to working with you, Mirosław Kośmider Partner

All rights reserved PRO AUDIT 2017

1. General information on PRO AUDIT

2. Ranking of audit firms

3. NEXIA INTERNATIONAL

4. Scope of services PRO AUDIT

5. Our Clients

6. Standards of services

7. Our Approach

8. Why PRO AUDIT?

9. Team

INDEX

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GENERAL INFORMATION ON PRO AUDIT

We are an audit, accounting and consulting Group

We have been serving both domestic and foreign companies,

including companies listed on Warsaw Stock Exchange, family

firms, individual entrepreneurs, but also the largest holding

companies and international corporations

Many significant investors in Poland have chosen PRO AUDIT

to support its companies

We may serve the audit and advisory services all over

the country

We operate within the Group PRO AUDIT, through capital

companies specializing in particular types of activity

Since 2006, we are a member of NEXIA INTERNATIONAL

FIRM OVERVIEW

APPROACH AND METHODS

We adapt a scope and nature of cooperation in order

to meet the requirements and needs of our customers

Through combination of international experience

and individual approach we deliver to our clients unique

quality of services

We are a reliable auditor and a trusted advisor

We apply Risk-based Audit Approach, fully in accordance

with International Standards of Auditing

The Audit Approach and quality standards that we apply

allow us to express to our clients recommendations which

may be useful for their business development, improving

internal controls, etc. All rights reserved

PRO AUDIT 2017

PRO AUDIT number 8 in Poland! in terms of the size of the audit clients (measured by the average value of assets)

The last ranking in this category was published by Rzeczpospolita in 2013.

PRO AUDIT number 13 in Poland! in terms of entities auditing the companies listed on Warsaw Stock Exchange

PRO AUDIT took 13th place on 109 entities authorized to audit financial statements of Public Interest Entities (PIEs), covering companies listed on Warsaw Stock Exchange and other financial institutions for 2016.

RANKING OF AUDIT FIRMS

NEXIA INTERNATIONAL

one of the leading international networks of audit companies

number 10 in the world

existing in over 110 countries

more than 600 offices

more than 24,000 partners and professional staff

offering professional support to the members

providing consistent, high quality control standards NEXIA INTERNATIONAL

Since 2006, our firm has been a member of Nexia International - an international network of independent auditors, accountants and consultants.

2013 - winner of IAB Awards Rising Star Network

2014 - 10th place in the ranking of audit firms in the world

To NEXIA belong partners who can provide clients the highest level of professional services. Our partners in some countries, which are the world's largest business centers occupy leading positions in the rankings of audit firms, for example:

in Germany, NEXIA occupies the 6th position in UK - 7th position in the United States - 9th position

AUDIT SERVICES

We provide a full range of audit services including: audit and review of individual and consolidated financial

statements (drawn up in accordance with the Accounting Act, International Financial Reporting Standards (IFRS) and other, particular accounting principles applied by groups of enterprises),

audit and review of consolidation packages, audit of historical financial data, including for entities applying

for an Initial Public Offering (IPO), audit of financial information in accordance with particular

obligations e.g. in accordance with the requirements of banks, assurance (attestation) services relating to control at third

parties providing accounting services (outsourcing), audit of realisation of provisions of agreements (e.g.

privatisation, other) forensic audits, audit of a merger, division and transformation plan, audit of a joint-stock company founder statement, audit of a balance sheet and profit and loss account for a joint-

stock company in connection with an increase in share capital from company resources,

provision of an opinion on the price of a share in a limited liability company,

valuation of shares subject to compulsory buyout.

As an entity authorised to audit financial statements, we perform a full range of audit services, in accordance with national standards and International Standards on Auditing, as well as with particular requirements of other countries or the auditors of individual groups of enterprises. In particular we conduct audits and reviews of the financial statements, or other historical financial data. In addition, we specialise in the conduct of assurance services, provided on the basis of the Commercial Companies Code. We combine modern organisation, technology and methodology for audit applied at the largest international audit firms with an individual approach to the client, the full and constant participation of statutory auditors in audit and the ability to support our clients in the resolution of all difficulties encountered, doing so in a unique manner.

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We offer a full range of accounting services and general outsourcing, covering in particular: ongoing bookkeeping, preparation of financial internal and external reports, the drawing up of financial statements according to defined

principles (Polish, IFRS and others), transformation of Polish account books into consolidation packages

(financial statements) in accordance with IFRS, and other particular requirements (e.g. those of international groups of enterprises),

a full range of human resources and payroll support, elaboration and verification of documentation for accounting

principles (policy), including a chart of accounts, creation and implementation of effective accounting systems (as

well as verification of their compliance with the Accounting Act or IFRS),

elaboration and implementation of document circulation systems, elaboration and implementation of systems and procedures of

internal control, as well as of other internal documents, adopted to the specific nature of an entity, such as instruction for stock count,

supervision of bookkeeping, the drawing up of reports and analyses for clients (management

accounting), adaptation of bookkeeping systems to group requirements.

The manner in which we perform outsourcing services allows our clients to focus on their real business, development, strategy and key decisions. We provide them with appropriate and current information. Accounting services, depending on their nature, are performed both through an experienced accountancy department, engaged in collaboration and overseen by statutory auditors, and by expert teams, specialising in international reporting, consolidation packages, internal control and management accounting. In addition, we support support the company's leading accounting their own to improve their accounting systems, internal controls and internal procedures.

ACCOUNTING SERVICES

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ADVISORY SERVICES AND MERGERS, DIVISIONS AND TRANSFORMATIONS

Consultancy in accounting, which covers:

consultancy in accordance with Polish articles, IFRS, elaboration and implementation of new accounting principles in

accordance with IFRS, including: - elaboration of accounting policy, in accordance with IFRS, - preparation of templates of financial reporting,

analysis of differences between Polish and IFRS principles, implementation of consolidated reporting.

Transaction consultancy, relating in particular to:

a full service with regard to acquisitions, mergers, divisions and transformations of economic units,

the drawing up of business plans, budgets and forecasts, allocation of a purchase price for individual property elements.

Tax consultancy, of full scope, covering areas including:

ongoing legal and tax support, tax analyses of economic transactions including mergers,

incorporations, long-term economic contracts, tax planning and allowances and exemptions, the drawing up of tax documentation of transactions with

related entities, so-called transfer pricing,

Business consultancy, including:

opinions with regard to estimation of lost profits and damages, optimization of the internal audit functions, elaboration of an internal audit plan and its accomplishment.

Advisory services represent the most rapidly developing direction in PRO AUDIT activity. This is a result of the growing demand of the market and the additional needs of our clients to date. It is also in keeping with the policy of the firm and the significant growth in its potential in this area. The range of advisory services which we perform is highly extensive.

For well over a decade we have specialised in merger, division and transformation processes. We have participated in mergers conducted at such international corporations as ALSTOM, LAFARGE, BP and ARAL, and HINES and METROPOLITAN, among others. In addition to this, we have supported mergers at Grupa AZOTY, Ster Projekt i ABG as well as divisions of companies, e.g. OPTIMUS S.A., POLSKA GRUPA DEALERÓW S.A., DALKIA Sp. z o.o. and Granosik–Hołowiński Sp. z o.o. We also participated in support of the transformation of LUX-MED. S.A., BP S.A., Emalia Olkusz S.A., CHEMOSERVIS-DWORY S.A., SCANMED S.A., SYNEKTIK S.A., International Paper Kwidzyn S.A. and Baterpol S.A.

The experience acquired in the completion of a number of projects of this type indicates that the success of an undertaking is dependent on the collaboration of specialists in various fields: in finance (for the greatest possible effectiveness), in accounting (to ensure appropriate transaction planning and settlement) and in tax (to optimise results in this regard), valuation and, finally, law. We are ready to provide comprehensive support for such projects.

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VALUATIONS AND AGREED-UPON PROCEDURES

We specialize in carrying out the valuation, including:

companies, shares and shares of companies,

enterprises,

organised parts of enterprises,

know-how,

trademarks,

other intangible assets,

contributions in kind.

Agreed-upon procedures represent an open catalogue of work, consisting in performing procedures specific and agreed with the customer with possible activities conducted as part of this type of service including:

pre-investment analyses, so-called due diligence (with regard to finance, tax), law through the law office with which we collaborate,

analyses and verifications of a single financial statement area (e.g. receivables, liabilities, inventory and balance sheet in total), in accordance with procedures agreed upon between the parties,

analyses and verifications of selected procedures and systems (e.g. materials evidence, cash circulation, purchase cycle, internal control and remuneration review),

performance of particular activities, e.g. for a supervisory board, as part of support for corporate bodies.

On the basis of long-standing experience we specialise in valuations of enterprises, shares and shares of companies, as well as organised parts of enterprises. In conducting a valuation, we select methods based on the objectives of the valuation, the nature of the entity being valued and the availability of data, as well as other, particular circumstances.

We take a professional approach and make use of instruments and databases in accordance with the methods applied. For instance, in the case of income-based methods we often apply professional mathematical models with the use of selected attributes, supported by index-based methods.

In the case of asset-based methods we undertake a verification of asset and liability valuation, but also, in the case of the adjusted net asset method, undertake a revaluation of tangible assets with use of a valuer. Where justified we also make use of income-based methods, e.g. DCF, with concern also for the plausibility of the assumptions made by the entity.

Specialising in valuations, we have participated in a certain amount of work forming a basis for determination of a purchase / sale price between parties, including parties to disputes. We have also undertaken valuation for courts.

The scope of our services is always adjusted to the individual needs of our clients. A particular service type provided is the so-called agreed-upon procedure, performed on the basis of a precise agreement as to objective, scope of activity and manner of procedure performance, as well as the form for a report.

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EU PROJECT AUDITS AND TRAINING

We specialise in training in the field:

compulsory training for statutory auditors,

accounting and reporting (including IFRS),

auditing (including ISA),

tax,

risk management and

corporate oversight.

We conduct audits (so-called external audits) for projects co-financed from EU resources, in particular those linked with:

European funds,

programmes financed from structural funds,

the Cohesion Fund,

community programmes.

As part of the training which we organise we focus on the practical application of the expertise acquired. We seek answers to the questions of 'how' and 'why', and not only of 'what', for instance, should be done. We make use of various forms of training, including workshops, with the resolution of examples in groups and moderated discussions, completed with a drawing of practical conclusions. We are entitled by the National Chamber of Statutory Auditors to conduct compulsory training for statutory auditors.

We organise training for statutory auditors and accountants (Continuing Professional Development – CPD), but also for members of supervisory boards and audit committees.

In addition to reliable audit, with the application of such procedures and scope (including parameters) as to achieve the required degree of assurance, we offer you support in the form of general consultancy in accounting for and documentation of projects co-financed from EU funds.

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OUR CLIENTS

Companies SMEs

NON – PROFIT institutions and other social institutions

Public interest entities and other polish ones

Holdings (capital groups)

International companies and foreign investors

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STANDARDS OF SERVICES

PRO AUDIT is an audit, accounting and advisory firm, providing a wide range of services in order to support our clients by customizing solutions to their specific needs.

We analyse these needs, as well as assist in clarifying them. Listening closely to what you have to say helps us to respond to your expectations as accurately as possible, maintaining the highest standards and concentrating on that which is most important for your development and security, with an optimal amount of work performed and thus also an optimal level of cost.

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APPROACH TO AUDIT

PRO AUDIT, for audit and assurance services applies Risk-based Audit Approach.

The Audit Approach that we apply is fully compliant with the Act of 11 May 2017 on statutory auditors, audit firm and public oversight, hereinafter referred to as "the Act" and National Auditing Standards in meaning of the International Standards on Auditing (ISA) adopted by Resolution of the National Board of Statutory Auditors in Poland No. 2783/52/2015 dated on 10 February 2015 with further changes.

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WHY PRO AUDIT?

WHAT WE CAN ENSURE ?

Competence and reliability

WE HIGHLIGHT THAT RELIABLE AND PROFESSIONAL APPROACH AND MODERN PROCEDURES USED BY US LEAD TO A SUBSTANTIAL REDUCTION OF RISK OF OUR CLIENTS AND OFTEN LEAD TO ENHANCE THEIR EFFICIENCY.

Individual attitude

International experience

Openness for the Clients needs

Ability to solve the issues

Stable, qualified staff

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TEAM

Successful and timely completion of each project requires the involvement of employees with the right skills in the field. It is also necessary ability to manage projects, because the audit and advisory services require careful planning and coordination of the various components, as well as detailed monitoring activities. It is also important professional experience and ability to work in a team, as well as knowledge of the specifics of the units.

Our Company performs work on the basis of a team of professionals and a structure that provides an appropriate and consistent level of quality.

Within this structure are:

Partners and all managers have the title of statutory auditor.

Partners

Managers

Team: - Key auditors

- Seniors - Assistants

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PRO AUDIT

ul. E. Wasilewskiego 20 30-305 Kraków Tel: 12/632 80 32 Fax: 12/632 80 64 Email: proaudit@proaudit.pl www.proaudit.pl www.nexia.com

Email: mkosmider@proaudit.pl Tel: 12/632 80 32 Mobile: 601 48 90 58

Look forward to cooperating!

Mirosław Kośmider

If you have any questions, we remain at your disposal.

PRO AUDIT is a member firm of the “Nexia International” network.

Nexia International Limited does not deliver services in its own name or otherwise. Nexia International Limited and the member firms of the Nexia International network (including

those members which trade under a name which includes the word NEXIA) are not part of a worldwide partnership. Nexia International Limited does not accept any responsibility

for the commission of any act, or omission to act by, or the liabilities of, any of its members. Each member firm within the Nexia International network is a separate legal entity.