Information Concerning the Consolidated Financial Statements Prepared According to Ias /Ifrs

Consolidated financial statements of FAMUR Capital Group for FY 2012
Katowice
5 April 2013

CONTENTS

INFORMATION CONCERNING THE CONSOLIDATED FINANCIAL STATEMENTS PREPARED ACCORDING TO IAS /IFRS

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE TIME PERIOD FROM 1 JANUARY 2012 TO 31 DECEMBER 2012

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY 2012 TO 31 DECEMBER 2012

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY 2011 TO 31 DECEMBER 2011

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2012

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD FROM 1 JANUARY 2012 TO 31 DECEMBER 2012

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DRAWN UP AS AT 31 DECEMBER 2012

1.GENERAL INFORMATION

2.ADOPTED ACCOUNTING PRINCIPLES

1)Declaration of compliance

2)Changes in accounting principles

3)Grounds for consolidation

4)Investments in associates

5)Goodwill

6)Fixed assets held for sale

7)Lease

a)The Group as a lessor

b)The Group as a lessee

8)Foreign currencies

a)Functional currency and presentation currency

b)Transactions and balances

9)Employee benefits

10)Methods of measurement

11)Recognition of revenues

a)Revenue from sales of products, goods, services and materials

b)Revenue from interest

c)Revenue from dividends

d)Revenue from lease

12)Long-term contracts

13)Recognition of expenses

14)Other operating revenues and expenses

15)Financial income and expenses

16)Cost of interest

17)Taxes

a)Current tax

b)Deferred tax

c)Other taxes

18)Tangible fixed assets

19)Roadheaders

20)Investment property

21)Intangible assets

a)Intangibles produced by the entity on its own - Costs of research and development works

b)Computer software

22)Impairment

23)Inventories

24)Impairment losses on inventories

25)Objectives and principles of financial risk management

26)Financial instruments

27)Principles of measurement of financial instruments as at the balance sheet date

28)Financial assets classified as capital instruments

29)Trade receivables

30)Other receivables

31)Investments in securities and shares in subsidiaries and associates

32)Cash and cash equivalents

33)Prepaid expenses

a)Prepaid expenses

b)Accrued expenses

34)Deferred income

35)Equity capitals

36)Reserves and provisions

37)Bank loans

38)Financing payables and capital instruments

39)Convertible debt instruments

40)Trade payable

41)Payables due to arrangements with creditors.

42)Derivative instruments and hedge accounting

43)Payments in capital instruments

44)Grants

45)Earnings per share

46)Reporting according to business divisions

47)Presentation of loans granted and incurred in the consolidated cash flow statement and consolidated statement of financial position

48)Disclosures concerning associates

49)Information about seasonality

3.REVENUE FROM SALES

4.BUSINESS DIVISIONS - INDUSTRY AND GEOGRAPHICAL

5.RESTRUCTURING COSTS

6.PROFIT FROM OPERATING ACTIVITIES

7.COSTS OF EMPLOYMENT

8.OTHER OPERATING REVENUES AND OPERATING EXPENSES

9.FINANCIAL REVENUES AND EXPENSES

10.PROFIT/LOSS FROM DISCONTINUED ACTIVITIES

11.INCOME TAX

12.FIXED ASSETS HELD FOR SALE

13.DIVIDENDS

14.EARNINGS PER SHARE

15.PLEDGES ON THE COMPANY'S ASSETS

16.CONSOLIDATED GOODWILL

17.INTANGIBLE ASSETS from 01.01.2012 to 31.12.2012

18.TANGIBLE FIXED ASSETS

19.INVESTMENT PROPERTY

20.INVESTMENTS IN ASSOCIATES

21.FINANCIAL ASSETS

22.INVENTORIES

23.LONG-TERM CONTRACTS

24.FINANCIAL LEASE RECEIVABLES

25.OTHER CURRENT ASSETS

26.LOANS AND BORROWINGS\

27.CONVERTIBLE BONDS

28.CAPITAL RISK MANAGEMENT

29.DEFERRED TAX

30.FINANCIAL LEASE PAYABLE

31.OTHER CURRENT PAYABLES

32.RESERVES AND PROVISIONS

33.INITIAL CAPITAL

34.SUPPLEMENTARY CAPITAL FROM THE SALE OF SHARES ABOVE THEIR PAR VALUE

35.RETAINED EARNINGS

36.SALE OF SUBSIDIARIES

37.COMBINATION OF COMPANIES

38.FINANCIAL INSTRUMENTS

39.OBJECTIVES AND PRINCIPLES OF FINANCIAL RISK MANAGEMENT

40.NET PROFIT/LOSS AND REVENUES/EXPENSES DERIVING FROM FINANCIAL INSTRUMENTS

41.ACQUISITION AND CONSOLIDATION OF SUBSIDIARIES

42.NOTES TO CASH FLOW STATEMENT

43.GRANTS

44.CONTINGENT RECEIVABLES AND PAYABLES

45.INFORMATION ABOUT SIGNIFICANT TRANSACTIONS WITH CUSTOMERS

46.PAYMENT IN THE COMPANY'S CAPITAL INSTRUMENTS

47.RETIREMENT BENEFITS PROGRAMME

48.ADJUSTMENT DUE TO ERROR

49.ADDITIONAL INFORMATION

50.EVENTS AFTER THE BALANCE SHEET DATE

51.TRANSACTIONS WITH ASSOCIATES

52.REMUNERATION FOR MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY AUTHORITIES

53.REMUNERATION FOR THE ENTITY AUTHORISED TO AUDIT FINANCIAL STATEMENTS

INFORMATION CONCERNING THE CONSOLIDATED FINANCIAL STATEMENTS PREPARED ACCORDING TO IAS /IFRS

Selected financial information / TPLN / TPLN / TEUR / TEUR
Year 2012 / Year 2011 / Year 2012 / Year 2011
from 01.01.2012
to 31.12.2012 / from 01.01.2011
to 31.12.2011 / from 01.01.2012
to 31.12.2012 / from 01.01.2011
to 31.12.2011
Net revenue from sales / 1,471,509 / 923,104 / 352,575 / 222,967
Net profit (loss) from continuing activities allocated to shareholders of the parent entity / 271,075 / 95,317 / 64,950 / 23,023
Profit (loss) from operating activities / 348,875 / 154,365 / 83,591 / 37,285
Net profit (loss) allocated to shareholders of the parent entity / 271,067 / 119,184 / 64,948 / 28,788
Net cash flow from operating activities / 413,055 / 156,667 / 98,968 / 37,841
Net cash flow from investing activities / - 193,551 / - 261,012 / - 46,375 / - 63,045
Net cash flow from financing activities / - 74,020 / 28,574 / - 17,735 / 6,902
Total net cash flow / 145,484 / - 75,771 / 34,858 / - 18,302
Total assets / 1,563,640 / 1,213,595 / 382,476 / 274,768
Liabilities and provisions for liabilities / 633,885 / 570,978 / 155,052 / 129,274
Non-current payables / 115,478 / 115,071 / 28,247 / 26,053
Current payables / 276,263 / 299,054 / 67,576 / 67,708
Equity capital / 929,754 / 642,617 / 227,424 / 145,494
Equity capital allocated to shareholders of the parent entity / 883,944 / 612,918 / 216,218 / 138,770
Share capital / 4,815 / 4,815 / 1,178 / 1,090
Number of shares (units) / 481,500,000 / 481,500,000 / 481,500,000 / 481,500,000
Net earnings (loss) per equity share / 0.56 / 0.25 / 0.13 / 0.06
Net diluted profit (loss) per equity share / 0.56 / 0.25 / 0.13 / 0.06
Book value per share / 1.84 / 1.27 / 0.45 / 0.29
Diluted book value per share / 1.84 / 1.27 / 0.45 / 0.29

For the needs of the statements the selected financial information has been converted to EUR as follows:

- items related to the profit and loss account and cash flow calculation pertaining to 2012 (respectively to 2011) were converted at the exchange rate that was the arithmetic mean of average exchange rates announced by the National Bank of Poland (NBP) as at the last day of each month. The exchange rate for 2012 was 1 EUR = 4.1736 PLN and respectively 1 EUR = 4.1401 PLN for 2011.

- items of the balance sheet were converted at the average exchange rate announced by the National Bank of Poland (NBP) as at the balance sheet date. The average exchange rate was: 1 EUR = 4.0882 PLN as at 31 December 2012 and 1 EUR = 4.4168 PLN as at 31 December 2011.

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE TIME PERIOD FROM 1 JANUARY 2012 TO 31 DECEMBER 2012

CONSOLIDATED PROFIT AND LOSS ACCOUNT / NOTE / From 01.01.2012 to 31.12.2012 / From 01.01.2011 to 31.12.2011
TPLN / TPLN
Continuing activities
I. Net revenues from the sale of products, goods and materials, of which: / - / 1,471,509 / 923,104
1. Net sales of products / 3 / 1,342,619 / 830,172
2. Net sales of goods and materials / 3 / 128,890 / 92,933
II. Cost of products, goods and materials sold, of which: / 968,917 / 671,290
1. (Manufacturing) Cost of products sold / 855,605 / 581,396
2. Value of goods and materials sold / 113,312 / 89,894
III. Gross profit (loss) from sales (I-II) / 502,592 / 251,814
IV. Cost of sales / 20,902 / 17,019
V. General and administrative expenses / 104,643 / 79,446
VI. Profit (loss) from sales (III-IV-V) / 377,047 / 155,349
VII. Other operating revenues / 111,822 / 62,084
1. Earnings from disposal of non-financial fixed assets / 435 / -
2. Grants / - / 25
3. Other operating revenues / 8 / 111,387 / 62,059
VII. Other operating expenses / 139,994 / 63,068
1. Loss on disposal of non-financial fixed assets / - / 589
2. Revaluation of non-financial assets / 22,364 / 8,533
3. Other operating expenses / 8 / 117,630 / 53,945
IX. Profit (loss) from operating activities (VI+VII-VIII) / 348,875 / 154,365
X. Financial revenues / 9 / 44,598 / 13,362
1. Dividend and profit-sharing, of which: / 242 / 691
- from associates / 242 / 691
2. Interest, of which: / 22,335 / 5,814
- from associates / 49 / 139
3. Other / 22,021 / 6,858
XI. Financial expenses / 9 / 56,994 / 33,808
1. Interest, of which: / 14,045 / 8,784
- to associates / 436 / 105
2. Loss on disposal of investments / 298 / 63
3. Revaluation of investments / 6,162 / -
4. Other / 36,489 / 24,961
XIII. Profit (loss) from economic activities (IX+X-XI+/-XII) / 336,479 / 133,919
XIV. Profit (loss) before tax (XIII-XIV+XV) / 336,479 / 133,919
XV. Income tax / 49,292 / 29,089
a) current tax / 11 / 62,910 / 27,263
b) deferred tax / 11 / -13,619 / 1,826
XVI. Net profit (loss) from continuing activities / 287,187 / 104,830
XVII. Discontinued activities / 10 / -8 / 23,868
XVIII. Profit after tax, of which: / 287,179 / 128,698
XIX. allocated to shareholders of the parent company / 271,067 / 119,184
XX. allocated to minority shareholders / 16,112 / 9,514

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Statement of comprehensive income / For the period
01.01.2012 -
31.12.2012 / For the period
01.01.2011 -
31.12.2011
TPLN / TPLN
Net profit/loss from continuing activities / 287,187 / 104,830
Profit from discontinued activities / -8 / 23,868
Valuation of investment property / - / 1,573
Total comprehensive income / 287,179 / 130,272
Allocated to shareholders of the parent company / 271,067 / 119,184
Allocated to minority shareholders / 16,112 / 9,514

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY 2012 TO 31 DECEMBER 2012

Share capital / Supplementary capital / Retained earnings / Total / Equity capital allocated to minority shareholders / Total equity
PLN / PLN / PLN / PLN / PLN / PLN
As at 1 January 2012 / 4,815 / 340,855 / 267,249 / 612,919 / 29,699 / 642,617
Profit (loss) after tax / - / - / 271,067 / 271,067 / 16,112 / 287,179
Earnings allocated to supplementary capital / - / 99,042 / -99,042 / - / - / -
Dividend / - / - / - / - / -
Advance payments for redemption of the shares of REMAG S.A. / - / - / -807 / -807 / - / -807
Other / - / - / 766 / 766 / - / 766
Other comprehensive income / - / - / - / - / - / -
As at 31 December 2012 / 4,815 / 439,897 / 439,233 / 883,944 / 45,811 / 929,755

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY 2011 TO 31 DECEMBER 2011

Share capital / Supplementary capital / Retained earnings / Total / Equity capital allocated to minority shareholders / Total equity
TPLN / TPLN / TPLN / TPLN / TPLN / TPLN
As at 1 January 2011 / 4,815 / 572,187 / 226,760 / 803,761 / - / 803,760
Purchase of a subsidiary / - / - / - / - / 20,185 / 29,699
Profit (loss) after tax / - / - / 119,184 / 119,184 / 9,514 / 119,184
Merger with a subsidiary / - / -5 / - / -5 / - / -5
Advance payments for redemption of the shares of REMAG SA / - / - / -13,066 / -13,066 / - / -13,066
Valuation of investment property / - / - / 1,573 / 1,573 / - / 1,573
Dividend / - / -231,327 / -67,203 / -298,530 / - / -298,530
Other comprehensive income / - / - / - / - / - / -
As at 31 December 2011 / 4,815 / 340,855 / 267,249 / 612,919 / 29,699 / 642,617

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2012

CONSOLIDATED STATEMENT OF FINANCIAL POSITION / NOTE / End of period 31.12.2012 / End of period 31.12.2011
TPLN / TPLN
Assets
I. Fixed assets / 765,715 / 631,200
1. Intangible assets, of which: / 17 / 184,574 / 181,514
- goodwill / 16 / 161,356 / 156,807
2. Tangible fixed assets: / 489,277 / 389,167
2.1. Fixed assets / 18 / 475,207 / 380,402
2.2. Fixed assets under construction / 14,070 / 8,765
3. Non-current receivables / 11,890 / 9,759
3.1. From associates / 289 / 1,623
3.2. From other entities / 11,601 / 8,136
4. Long-term investments / 26,250 / 24,974
4.1. Property / 19 / 4,206 / 4,206
4.2. Intangible assets / - / -
4.3. Non-current financial assets / 22,014 / 20,738
a) in associates / 21 / 21,913 / 19,465
b) in other entities / 101 / 1,273
4.4. Other long-term investments / 30 / 30
5. Other long-term assets (prepayments) / 3,648 / 1,564
6. Deferred tax assets / 29a / 50,076 / 24,221
II. Current assets / 797,925 / 582,396
1. Inventories / 22 / 175,617 / 129,101
2. Current receivables / 25 / 413,062 / 367,973
2.1. Financial lease receivable / 24 / 19,811 / 4,170
2.2. Trade receivable / 360,447 / 338,333
2.3. Tax receivable, of which: / 15,083 / 13,243
2.3.1. Current income tax receivable / 815 / 2,866
2.4. Other receivables / 17,722 / 12,227
3. Short-term financial assets available for sale / - / -
4. Short-term assets held for trading / - / -
5. Other short-term financial assets / 19,835 / 40,658
5.1. Other short-term financial assets related to entities within the group / - / 979
5.2. Other short-term financial assets related to other entities / 19,835 / 39,679
6. Cash and cash equivalents / 183,500 / 38,016
7. Other short-term assets (prepayments) / 25 / 5,911 / 6,648
8. Fixed assets classified as assets held for sale / - / -
Total assets / 1,563,640 / 1,213,595
Liabilities / End of period 31.12.2012 / End of period 31.12.2011
I. Shareholders’ equity / 929,755 / 642,617
1. Share capital / 33 / 4,815 / 4,815
2. Supplementary capital / 439,897 / 340,855
3. Retained earnings / 35 / 439,233 / 267,249
A. Capital allocated to shareholders of the parent company / 883,944 / 612,918
B. Minority interest / 45,811 / 29,699
II. Liabilities and provisions for liabilities / 633,885 / 570,978
1. Provisions for liabilities / 204,405 / 122,155
1.1. Deferred income tax reserve / 29b / 37,534 / 22,945
1.2. Provision for employee benefits / 56,620 / 64,683
a) long-term / 32 / 42,903 / 53,720
b) short-term / 32 / 13,717 / 10,963
1.3. Other provisions and reserves / 110,251 / 34,527
a) long-term / 32 / 19,272 / 6,278
b) short-term / 32 / 90,979 / 28,249
2. Non-current payables / 115,478 / 115,071
2.1. Loans and borrowings / 26 / 71,915 / 114,105
2.2. Long-term lease payable / 30 / 29,248 / 471
2.3. Other non-current payables / 14,316 / 495
3. Current payables / 276,263 / 299,054
3.1. Trade payable: / 31 / 139,474 / 142,214
3.1.1. Trade payable to associates / 9,602 / 13,902
3.1.2. Trade payable to other entities / 129,872 / 128,311
3.2. Advances to suppliers received / 27,156 / 14,137
3.3. Payroll payable / 9,048 / 7,526
3.4. Tax payable, of which: / 25,777 / 23,976
3.4.1. Current income tax payable / 3,001 / 4,227
3.5. Short-term financial lease payable / 30 / 15,339 / 1,336
3.6. Short-term loans and borrowings / 26 / 44,853 / 92,383
3.7. Other / 14,615 / 17,481
4. Other payables (accruals) / 31 / 37,739 / 34,698
III. Liabilities directly linked with fixed assets classified as held for sale / 0
Total liabilities / 1,563,640 / 1,213,595
Carrying value / 929,755 / 642,617
Number of stocks (shares) / 481,500 / 481,500
Carrying value per stock (share) in PLN / 1.93 / 1.33
Diluted number of stocks (shares) / 481,500 / 481,500
Diluted carrying value per stock (share) in PLN / 1.93 / 1.33

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD FROM 1 JANUARY 2012 TO 31 DECEMBER 2012

CONSOLIDATED CASH FLOW STATEMENT / NOTE / From 01.01.2012 to 31.12.2012 / From 01.01.2011 to 31.12.2011
TPLN / TPLN
A. Cash flows from operating activities – the indirect method
I. Profit (loss) before tax (as per profit and loss account) / 336,471 / 163,930
of which profit before tax from discontinued activities / -8 / 30,010
II. Total adjustments / 76,584 / -7,262
1. Surplus of the acquiring entity's share in the net assets of a subsidiary over the cost of merger / - / -
2. Depreciation and amortization / 128,384 / 107,754
3. (Earnings) losses from translation adjustments / -4,310 / 767
4. Interest and share in profit (dividends) / 12,844 / 21,085
5. (Profit) loss from investing activities / 8,349 / 4,165
6. Movements in reserves / 42 / 59,360 / -20,690
7. Movements in inventories / 42 / -42,113 / -23,773
8. Movements in receivables / 42 / -95,259 / -205,150
9. Movements in current liabilities, except loans and borrowings / 42 / 74,480 / 132,189
10. Income tax paid / -64,380 / -34,255
11. Movements in prepayments and accruals / 42 / -399 / 9,248
12. Other adjustments / -372 / 1,398
III. Net cash flows from operating activities (I+/-II) / 413,055 / 156,667
of which net cash flows from discontinued activities / - / 4,393
B. Cash flow from investing activities
I. Receipts / 15,415 / 32,937
1. Disposal of intangible and tangible fixed assets / 1,803 / 3,701
2. Disposal of investments in real property and in intangible / - / -
3. From financial assets, of which: / 1,940 / 29,236
a) in associates / 955 / 21,686
- disposal of financial assets / 713 / 1,400
- dividends and share in profit / 242 / -
- repayment of long-term and short-term loans granted / - / 20,000
- interest / - / 286
- other receipts from financial assets / - / -
b) in other entities / 985 / 7,551
- disposal of financial assets / - / 2,838
- dividends and share in profit / - / -
- repayment of long-term and short-term loans granted / 930 / 3,489
- interest / 55 / 915
- other receipts from financial assets / - / 309
4. Other receipts from investments / 11,672 / -
II. Expenditure / 208,966 / 293,950
1. Acquisition of intangible assets and tangible fixed assets / 182,343 / 143,295
2. Investments in real property and intangible assets / - / -
3. For financial assets, of which: / 26,115 / 150,655
a) in associates / 26,115 / 140,240
- acquisition of financial assets / 42 / 24,965 / 130,240
- long-term and short-term loans granted / 1,150 / 10,000
b) in other entities / - / 10,415
- acquisition of financial assets / - / -
- long-term and short-term loans granted / - / 10,415
4. Dividends and other share in profit paid to minorities / - / -
5. Other investment expenditure / 509 / -
III. Net cash flows from investing activities (I-II) / -193,551 / -261,012
of which net cash flows from discontinued investments / - / 5,428
C. Cash flow from financing activities
I. Receipts / 66,409 / 241,223
1. Net receipts from issuance of stocks (shares) and other capital instruments and from capital contributions / - / -
2. Loans and borrowings, of which: / 20,000 / 239,560
borrowings from associates / 20,000 / 14,500
3. Issuance of debt securities / - / -
4. Other financial receipts / 46,409 / 1,663
II. Expenditure / 140,429 / 212,649
1. Acquisition of own stocks (shares) / - / 1,400
2. Dividends and other payments to shareholders / - / 86,050
3. Profit distribution expenditure other than payments to shareholders / - / -
4. Repayment of loans and borrowings, of which: / 109,293 / 97,451
repayment of loans and borrowings from associates / 15,000 / 10,809
5. Redemption of debt securities / - / -
6. Due to other financing payables / 2,472 / -
7. Payment of liabilities arising from financial leases / 12,413 / 2,540
8. Interest, of which: / 15,444 / 11,731
interest paid to associates / 266 / 147
9. Other financial expenditure / 807 / 13,476
III. Net cash flows from financing activities (I-II) / -74,020 / 28,574
of which net cash flows from discontinued financing / - / -21,698
D. Total net cash flow (A.III+/-B.III+/-C.III) / 145,484 / -75,771
E. Movements in cash balance, of which: / 145,484 / -75,771
F. Cash at the beginning of the period / 42 / 38,016 / 113,787
G. Cash at the end of the period (F+/-D) / 183,500 / 38,016

The financial statements were approved by the Management Board of the Company on 05 April 2013 and signed on behalf of the Management Board by:

Waldemar Łaski - President of the Management Board
Beata Zawiszowska - Vice-President of the Management Board
Ireneusz Tomecki - Vice-President of the Management Board
Adam Wojciechowski - Vice-President of the Management Board
Ryszard Bednarz - Vice-President of the Management Board

Katowice, 05 April 2013

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DRAWN UP AS AT 31 DECEMBER 2012

1.GENERAL INFORMATION

The consolidated financial statements incorporate the separate financial statements of FAMUR S.A. and its Subsidiaries.

Composition of the Entity's authorities as at 31.12.2012

The Management Board of FAMUR S.A.:

As at 31.12.2012 the Management Board was composed of:

Waldemar Łaski- President of the Management Board

Ryszard Bednarz- Vice-President of the Management Board

Beata Zawiszowska- Vice-President of the Management Board

Ireneusz Tomecki- Vice-President of the Management Board

Adam Wojciechowski- Vice-President of the Management Board

The Supervisory Board of FAMUR S.A.

As at 31.12.2012 the Supervisory Board was composed of:

Tomasz Domogała- Chairman of the Supervisory Board

Jacek Domogała - Vice-Chairman of the Supervisory Board

Jacek Osowski- Member of the Supervisory Board

Czesław Kisiel- Member of the Supervisory Board

Tadeusz Uhl - Secretary of the Supervisory Board

Changes in the composition of the Supervisory Board of the Company FAMUR S.A.:

As at 01.01.2012 the Management Board was composed of:

Waldemar Łaski- President of the Management Board

Ryszard Bednarz- Vice-President of the Management Board

Beata Zawiszowska- Vice-President of the Management Board

Ireneusz Tomecki Vice-President of the Management Board

Adam Wojciechowski- Vice-President of the Management Board

Jarosław Fotyga- Vice-President of the Management Board

As of 10 May 2012 the Supervisory Board of FAMUR SA removed Mr Jarosław Fotyga from his position as Vice-President of the Management Board of FAMUR SA. The Supervisory Board did not specify the reasons for his removal.

Changes in the Supervisory Board of the Company FAMUR S.A.

No changes in the composition of the Supervisory Board of FAMUR SA occurred in 2012.

Term of the Entity:

Unlimited.

The consolidated annual financial statements of FAMUR Group were prepared on a going-concern basis for the foreseeable future and upon the assumption that there are no circumstances indicating a threat to going concern.
These consolidated financial statements were drawn up as at 31.12.2012 in compliance with the principles of the International Accounting Standards as adopted by the EU. The consolidated statement of financial position including notes was drawn up as at 31.12.2012, and for the comparative period as at 31.12.2011. The consolidated profit and loss account, consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement including notes were drawn up for the period from 01.01.2012 to 31.12.2012, as for the comparative period from 01.01.2011 to 31.12.2011. The statements are denominated in thousands of Polish zlotys (TPLN).
The consolidated annual financial statements of FAMUR Group, according to the Articles of Association of the Parent Company, are approved by the General Meeting of Shareholders.
The Management Board signs and submits the consolidated financial statements of FAMUR Group including the opinion and report of statutory auditor to the Supervisory Board for evaluation.
The date of approval of the consolidated financial statements is the date of its approval by the management of the Parent Company for submission to members of the Supervisory Board. Until they are approved for publication the financial statements can still be revised.

Description of the organisation of FAMUR Group

As at 31.12.2012 the Group was formed by the following entities:

Structure of the Capital Group as at 31.12.2012.

Particulars of the Parent Company:

Name: FAMUR Spółka Akcyjna (FAMUR Joint Stock Company)

Registered address: Katowice, (40-698) ul. Armii Krajowej 51

Registration authority: District Court in Katowice - Commercial Division of the National Court Register (KRS), KRS No. 0000048716

List of consolidated entities forming part of the Capital Group as at 31.12.2012:

While preparing the consolidated financial statements for 2012 the following Companies were consolidated:

-Nowosądecka Fabryka Urządzeń Górniczych "Nowomag" S.A.

Registered address: Nowy Sącz, ul. Jana Pawła II 27. Subsidiary, 100% share in capital and number of votes

Tel. 018/ 443-80-69

Fax 018/ 443-89-21

e-mail:

Business registration number (REGON): 490019468

Tax identification no. (NIP): 734-001-05-44

-Fabryka Zmechanizowanych Obudów Ścianowych "FAZOS" S.A.

Registered address: Tarnowskie Góry, ul. Zagórska 167. Subsidiary, 100% share in capital and number of votes

Tel. 032/ 768-32-17 through 20