[Legal basis: Article 56 section 1 item 2 of the Public Offering Act (current and periodic information)
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1 Current Report: 21/2016 Subject: The text of the Report of the Issuer's Supervisory Board on the Activities in the Financial Year 2015 and the Assessment of the Management Board's Report on the Activities of the Company/Group for the Financial Year 2015 and the Assessment of the (Separate and Consolidated) Financial Statements for the Financial Year 2015 (annexes to the draft Resolution No. 05/2015 of the Annual General Meeting of Amica Wronki S.A. to be held on 01 June 2016). The Management Board of Amica Wronki S.A. (hereinafter the Company ), in reference to the Current Reports No. 08/2016 and 09/2016 of 06 May 2016 concerning the information on the date and agenda as well as draft resolutions of the Annual General Meeting to be held on 01 June 2016, presents the following attachments: Report of the Supervisory Board of Amica Wronki S.A. on the activities in the financial year 2015; The Report of the Supervisory Board of Amica Wronki S.A. with its registered office in Wronki on the Assessment of the Financial Statements and the Assessment of the Management Board's Report on the Company's Activities in 2015 and the Management Board s proposal on distribution of the profit for the year 2015; The Report of the Supervisory Board of Amica Wronki Spółka Akcyjna with its registered office in Wronki on the Assessment of the Consolidated Financial Statements and Assessment of the Management Board's Report on Amica Wronki Group's Activities in ***** [Legal basis: Article 56 section 1 item 2 of the Public Offering Act (current and periodic information)
2 RESOLUTIONS No. 02/V/ /V/2016 of the Supervisory Board of Amica Wronki SA of 11 May 2016 approval of the financial statements for the year 2015 / Auditor 2016 RESOLUTION No. 02/V/2016 The Supervisory Board of Amica Wronki S.A. of 11 May 2016 on the approval of the Management Board s Report on the Activities of Amica Wronki Spółka Akcyjna in the financial year The Supervisory Board of Amica Wronki S.A., acting pursuant to Article of the Code of Commercial Companies Code and the relevant provisions of the Articles of Association, following the review and analysis, hereby approves the Management Board s Report on the Company s Activities for the period from 01 January 2015 to 31 December The Report of the Management Board of Amica Wronki S.A. on the Company's Activities in the period from 01 January 2015 to 31 December 2015 has been attached to this resolution. 3. The resolution shall become effective on the date of its adoption. The Supervisory Board: Tomasz RYNARZEWSKI Grzegorz GOLEC Bogna SIKORSKA Zbigniew DERDZIUK Bogdan GLEINERT Wojciech KOCHANEK 3 Page
3 REPORT OF THE SUPERVISORY BOARD of Amica Wronki S.A. with its registered office in Wronki on its activities in the period from to In the period from to , the Supervisory Board acted in the following composition: 1. Mr Zbigniew DERDZIUK - Member of the Supervisory Board (from ), 2. Mr Bogdan GLEINERT - Member of the Supervisory Board, 3. Mr Grzegorz GOLEC Independent Member of The Supervisory Board, Vice-President of the Supervisory Board, 4. Mr Wojciech KOCHANEK Member of The Supervisory Board, 5. Mr Tomasz RYNARZEWSKI - Chair of The Supervisory Board, 6. Ms Bogna SIKORSKA Independent Member of The Supervisory Board. II. In the reporting period, the Supervisory Board held six meetings on 25 February, 14 May, 17 June, 8 October, 27 October and 17 December. In the periods between the meetings of the Supervisory Board, its Members individually contact the representatives of the Management Board and Directors to obtaining additional explanations and comments on the operations, activities undertaken and functioning of the Company. The issues and topics discussed during the Board meetings can be divided into two major groups (the list of resolutions of the Supervisory Board is enclosed as an annex hereto): 1. Current operations and perspective strategy for the Company's functioning and development. 2. Performing of the Supervisory Board duties in the field of supervision of the Company's activity.
4 Item I During its meetings, the Supervisory Board members reviewed, analysed and supervised the following issues and problems related to the Company: a) Effectiveness, efficiency and security of the operation and activities of the Company In order to effectively implement the strategic goal to continuously increase the Company s value, it is necessary to ensure the parallel balancing of the external threats and prevent their negative effects in the area of the Company s performance, safety of operation and activities. For this reason, the Company establishes appropriate mechanisms and takes measures to effectively compete against the entities operating on the domestic and foreign markets as well as neutralize the effects of uncertainties relating to the variability of foreign exchange rates and fluctuations in the prices of raw materials and intermediates. The Management Board expects that the activities undertaken and the adaptation processes developed should lead to systematic improvement of profitability and sales growth in the long-term safety of the Company's operation and activities. The said activities were analysed and evaluated during the Supervisory Board meetings. Members of the Supervisory Board dealt with specific issues relating to, among other things: - actions taken in the area of hedging against the foreign exchange risk and fluctuations in the interest rates, - effectiveness of the underlying savings programs implemented to the procurement policy and plans to reduce production costs, - development and implementation into production of more technologically advanced products aimed to ensure higher returns on sales.
5 b) Current financial management of the Company The Supervisory Board was kept informed by the Management Board on the Company's finance policy, use of controlling tools as a management instrument, working capital management strategy and risk mitigation. At each meeting the Supervisory Board assessed the presented information about the current economic and financial developments at the Company and AMICA Wronki Group, taking into account the sales market trends and product categories. The agenda and discussions of the Supervisory Board meetings included assessment of the implementation of the financial targets of the Company and AMICA Wronki Group in particular months and quarters of 2015 (comparative analysis of results and indicators for previous year, assessment of the 2015 budget usage, diagnosis of opportunities and threats, economic and financial indicators). c) Trade, investment, organizational, marketing, purchasing and human resources policies The activities determined in this part of the Report form especially important strategic areas of the Company's activities and operations. Their effectiveness exerts a significant impact on its performance and efficiency of its operations. Members of the Supervisory Board supervised the projects undertaken by the Company in all of these areas. Of interest and appreciation by the members of the Board were inter alia the principles of trade policy adopted in 2015, the implementation of price policy, he issue of brand positioning and its marketing and promotional support, market share in the individual segments of sales, geographical diversification of exports as well as marketing and sales strategies implemented along with the introduction of new products and goods to the market. The analysis covered further the information on the monthly and quarterly value of domestic and export sales compared with the values adopted in the 2015 Budget and in relation to the values in the corresponding period of the previous year.
6 A significant amplitude of the exchange rate fluctuations redirected the Supervisory Board s focus towards on-going assessment of the effects of changes in currency values and modification of the currency risk hedging policy. The assessment included also the issues related to the investments planned for the year In the widely understood area of HR policy, Members of the Supervisory Board have attached particular importance to the effective implementation thereof in the context of current and anticipated needs resulting from acquisition and development activities of the Company. d) Forward-looking development strategy The forward-looking development strategy, starting from 2014, is officially reflected in the Company in the form of two parallel processes. The one is the annual preparation of the budget for the following reporting period, while the other is related to the implementation of long-term strategy HIT Members of the Supervisory Board were informed on the on-going basis about the assumptions, structure and the ultimate form of 2015 Budget. At its meetings, the Supervisory Board discussed the questions of viability of the assumptions, correct assessment of the potential opportunities and threats associated with the implementation of the values adopted as well as their expected impact on the operations, performance and functioning of the Company. The criteria for the assessment of both budgetary assumptions and strategic considerations included their potential impact on the systematic improvement of the efficiency of the production, investment, organizational and management processes as well as increasing the profitability of domestic and foreign sales, and as a result, increasing the Company's value. Comparative analysis comprised also the degree of achieved business and financial objectives of the Company and AMICA Capital Group adopted in the 2015 Budget and the HIT-2023 Strategy. In terms of the Company s future position on the international market for household appliances, the Supervisory Board has initiated a pivotal discussion on the role of the innovative product policy in the strategic positioning of the Company to assess the function of the research and development resources of the Company, responsibilities of product managers and the characteristics of the company acting as an innovator.
7 Within this group of issues, the question of strategic positioning of the Company has been thoroughly analysed. e) Geographic and product diversification of sales/acquisition activities The year 2015 proved to be the period of the Company's intense activity in field of acquisition of foreign entities. Activities in this regard result from the ambitious goals of systematic growth in the sales value and increasing the Company's value, as adopted in the 2023 HIT Strategy. In this framework, it has become apparent that the geographical and product diversification is necessary to ensure that the acquisition of commercial and production assets of other entities is accompanied by the increase in safety of operations by avoiding excessive concentration of sales on specific markets, and certain products and commodities. Members of the Supervisory Board monitored the Management Board's actions in these areas on the on-going basis and expressed their comments and observations. Item 2. The Supervisory Board performed its supervisory obligations over the Company's activities, as set out in the Code, by adopting the relevant resolutions concerning, among other content of the materials prepared for the general meetings of the Company, motions relating to the appropriation of profits, the separate and consolidated financial statements, amendments to the Articles of Association and adoption of its consolidated text, reports on the activities of the Management Board, corporate governance standards adopted by the Company and the appointment of the statutory auditor to audit the separate and consolidated financial statements of the Company and Amica Wronki Group. As part of this area of the Board's activity, a document was also prepared containing a comprehensive assessment of the Company's economic and financial standing for Wronki, For the Supervisory Board of AMICA WRONKI S.A. Chairman of the Supervisory Board Mr Tomasz Rynarzewski
8 THE REPORT OF THE SUPERVISORY BOARD OF AMICA WRONKI S.A. WITH ITS REGISTERED OFFICE IN WRONKI ON THE ASSESSMENT OF THE FINANCIAL STATEMENTS AND THE ASSESSMENT OF THE MANAGEMENT BOARD'S REPORT ON THE COMPANY'S ACTIVITIES IN 2015 AND THE MANAGEMENT BOARD S PROPOSAL ON DISTRIBUTION OF THE PROFIT FOR THE YEAR 2015 The Supervisory Board of Amica Wronki S.A., acting pursuant to Article of the Code of Commercial Companies Code, approves the Financial Statements of Amica Wronki Spółka Akcyjna for the financial year ended 31 December 2015 and the Management Board s Report on the Company s Activities for the period from 01 January 2015 to 31 December 2015, as submitted by the Management Board. The Supervisory Board finds that: 1) the Financial Statements and Management Board s Report on the Company s Activities have been prepared in accordance with the provisions of the Act of 7 May 2009 on certified auditors and their self-government, entities authorized to audit financial statements and public supervision (Journal of Laws of 2009 No. 77, Item 649, of 2010 No. 182, Item 1228, of 2012, Item 1166, of 2013 Item 1036, of 2015 Item 768) and the Regulation of the Minister of Finance of 19 February 2009 on current and interim reports published by issuers of securities and on conditions for recognition of information required by the non-member state regulations as equivalent (Journal of Laws No. 33 of 28 February 2009, Item 259, as amended); 2) the Financial Statements have been prepared on the basis of properly maintained accounting records and present in all material respects a true and fair view of the financial position of the Company as at 31 December 2015; 3) the audited documents present fairly and clearly all the information essential to evaluate the economic and financial position of the Company; 4) the auditor's opinion on the financial statements is an unqualified opinion and fully confirms the reliability and accuracy of the financial statements; 5) the Report of the Management Board on the Company's Activities properly reflects the scope of the Company's activities in The Supervisory Board raises no objections as to the content of the submitted financial statements. The Supervisory Board finds that the information contained in the audited Report of the Management Board on the Company's Activities for the year 2015 is consistent with the information contained in the Financial Statements for the year ended 31 December 2015.
9 Furthermore, having reviewed the proposal of the Management Board of Amica Wronki S.A. on the distribution of profit for the year 2015, the Supervisory Board approves the proposal and recommends that it should be submitted to the Annual General Meeting of the Company in the version provided for in the documentation of voting in writing by members of the Management Board of Amica Wronki S.A. with its registered office in Wronki of 11 May 2016 on the adoption of a resolution on the wording of the Management Board's proposal on the distribution of the profit generated in the period from 1 January 2015 to 31 December Poznań, 12 May s: Tomasz RYNARZEWSKI Grzegorz GOLEC Zbigniew DERDZIUK Bogdan GLEINERT Wojciech KOCHANEK Bogna SIKORSKA
10 THE REPORT OF THE SUPERVISORY BOARD OF AMICA WRONKI SPÓŁKA AKCYJNA WITH ITS REGISTERED OFFICE IN WRONKI ON THE ASSESSMENT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE ASSESSMENT OF THE MANAGEMENT BOARD'S REPORT ON THE ACTIVITIES OF AMICA WRONKI GROUP IN 2015 The Supervisory Board of Amica Wronki S.A., acting pursuant to Article of the Code of Commercial Companies Code, approves the Consolidated Financial Statements of Amica Wronki S.A. for the financial year ended 31 December 2015 and the Management Board s Report on the Activities of Amica Wronki Group for the period from 01 January 2015 to 31 December 2015, as submitted by the Management Board. The Supervisory Board finds that: 1) the Consolidated Financial Statements and the Management Board s Report on the Activities of Amica Wronki Group have been prepared in accordance with the provisions of the Act of 7 May 2009 on certified auditors and their self-government, entities authorized to audit financial statements and public supervision (Journal of Laws No. 77, Item 649, as amended) and the Regulation of the Minister of Finance of 19 February 2009 on current and interim reports published by issuers of securities and on conditions for recognition of information required by the non-member state regulations as equivalent (Journal of Laws of 2009 No. 77, Item 649, of 2010 No. 182, Item 1228, of 2012, Item 1166, of 2013 Item 1036, of 2015 Item 768); 2) the Consolidated Financial Statements have been prepared on the basis of properly maintained accounting records and present in all material respects a true and fair view of the financial position of the Group as at 31 December 2015; 3) the audited documents present fairly and clearly all the information essential to evaluate the economic and financial position of the Group; 4) the auditor's opinion on the financial statements is an unqualified opinion and fully confirms the reliability and accuracy of the financial statements; 5) the Report of the Management Board on the Group's Activities properly reflects the scope of the Group's activities in The Supervisory Board raises no objections as to the content of the submitted financial statements. The Supervisory Board finds that the information contained in the audited Report of the Management Board on the Activities of Amica Wronki Group for the year 2015 is consistent with the information contained in the Consolidated Financial Statements for the year ended 31 December 2015.
11 Poznań, 12 May s: Tomasz RYNARZEWSKI Grzegorz GOLEC Zbigniew DERDZIUK Bogdan GLEINERT Wojciech KOCHANEK Bogna SIKORSKA
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