1. General information about Impexmetal Group

The parent company, Impexmetal S.A., hereinafter referred to as the parent company/Company, was established on 1 July 1995 in Warsaw, through a transformation of the state-owned company Centrala Importowo – Eksportowa Impexmetal.          

The Company's registered office is the city of Warsaw, at ul. Łucka 7/9.

The Company is registered in the District Court for the Capital City of Warsaw, 12th Economic Department of National Court Register under the number 0000003679,

The Company has been assigned a statistical number 011135378 and tax number 525-00-03-551.         

On 30 June 2008, the Company merged with a subsidiary Aluminium Konin - Impexmetal S.A.

The merger of Impexmetal S.A. and Aluminium Konin - Impexmetal S.A. was carried out under Article 492 Section 1.1 in connection with Article 515 Section 1 of the Commercial Companies Code ("CCC"), by transferring all assets of the acquired company (Aluminium Konin - Impexmetal S.A.) to the acquirer (Impexmetal S.A.).

From 30 June 2008, according to the Polish Classification of Activities, Impexmetal is a joint stock company with the primary business activity no. 24.42.B. 

The primary business activity of the parent company is:

  • Manufacture of aluminium and aluminium alloys,
  • Wholesale of metals and metal ores,
  • Wholesale of other intermediate products, 

Impexmetal S.A. is the parent company of the Impexmetal Group.

The parent company in relation to Impexmetal S.A. is Boryszew S.A.

The Company is entitled to establish companies domestically and abroad with any business profile, to join other companies and to set up branches and representative offices.

Impexmetal S.A. shares are traded on a regulated market - "Metal Industries" Sector (according to the classification of the Warsaw Stock Exchange) since 24 June 1997.

Duration of the Company is unlimited. 

The primary business activities of the Group's companies included in the consolidated financial statements are:

  • Manufacture of steel products from copper and its alloys,
  • Manufacture of products from copper and brass,
  • Manufacture of semi-finished products from copper and copper alloys,
  • Manufacture of products from zinc,
  • Purchase, processing and trading of battery scrap and non-ferrous metal waste, manufacture of lead,
  • Commercial activities.

Structure of the Impexmetal Group as at 31 December 2013: 

Structure of the Impexmetal Group - subsidiaries fully consolidated as at 31 December 2013: 

Since November 2005, the parent company in regard to Impexmetal S.A. is Boryszew S.A.

As of 1 January 2013, the set-up of the industry segments has been changed.

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Detailed information about the owned shares and stocks in subsidiaries fully consolidated as at 31 December 2013:

Name of the comopany Place of registration and business activityEffective share of the parent company in the Company (%)Share in the total number of votes (%)Gross value of shares and stocksWrite-downs/ diffrennces in contribution in kind (*)The carrying value / book value of shares (net)Business activity
ZM Silesia S.A.   Katowice 97,03 97,03 55 323 - 55 323 manufacture of semi-finished products from zinc and zinc alloys, zinc oxide and lead 
FLT & Metals Ltd.   London, United Kondom 100,00 100,00 4 942 - 4 942 trade
Metalexfrance S.A. b                    (a) Paris, France 98,35 100,00 70 - 70 trade
FŁT Polska Sp. z o.o.   Warszawa 98,35 98,35 1 473 - 1 473 distribution of bearings
Baterpol S.A. (b) Świętochłowice 99,66 100,00 112 648 - 112 648 purchase, processing of battery scrap, production and processing of lead and lead alloys
Polski Cynk Sp. z o.o.                     (c) Oława 99,66 100,00 112 748 (79 328)* 33 420 trade
HMN Szopienice S.A. w likwidacji    (d) Katowice 61,56 61,77 10 - 10 in liquidation since 26.09.2008
Hutmen S.A. (e) Wrocław 65,23 65,23 88 802 - 88 802 manufacture of copper plumbing pipes
WM Dziedzice S.A. (f) Czechowice-Dziedzice 73,29 98,09 90 151 (2 039) 88 112 manufacture of copper products in the form of semi-finished products 
S & I S.A.   Switzerland 100,00 100,00 8 653 (5 537) 3 116 has not lead business activity
FLT Bearings Ltd. (g) London, United Kondom 98,35 100,00 159 - 159 distribution of bearings
FLT France SAS (h) Sartrouville, France 98,35 100,00 5 373 - 5 373 distribution of bearings
SPV Lakme Investment Sp. z o.o.   Warszawa 100,00 100,00 73 563 (63 884) (*) 9 679 development
Impex – Invest Sp. z o.o. (i) Warszawa 100,00 100,00 46 246 76386 (*) 122 632 investment
Eastside Capital Investments Sp. z o.o.   Warszawa 100,00 100,00 195 - 195 has not commenced business activities
Symonvit Ltd.    Cyprus 100,00 100,00 153 122 (153 116) (*) 6 management of intellectual property
Baterpol Recycler Sp. z o.o. (j) Wrocław 99,66 100,00 50 - 50 zinc waste disposal 
Baterpol S.A. i Wspólnicy  Sp. K. (**) Warszawa 100,00 100,00 14 920 27 380 (*) 42 300 wholesale of goods
Surowce Hutmen S.A. Sp. K. (**) Wrocław 100,00 100,00 1 000 - 1 000 wholesale of waste and scrap
Baterpol Recycler  Sp. z o.o. Sp. K. (**) Wrocław 100,00 100,00 5 - 5 wholesale of waste and scrap
Baterpol S.A. Sp. K. (**) Katowice 100,00 100,00 24 798 - 24 798 wholesale of waste and scrap
SPV Impexmetal Sp. z o.o. (k) Warszawa 63,16 99,55 475 - 475 has not commenced business activities
Baterpol Recycler  Sp. z o.o. Sp. K.-A.  (l) Katowice 100,00 100,00 100 - 100 manufacture of inorganic basic chemicals
          794 826 (200 138) 594 688  

(*) Difference in contribution in kind.
(**) Due to the different shares in the profit, loss and liquidation capital, to simplify, the effective participation of the Parent Company in the company of 100% was adopted.
(a) Share of FŁT Polska Sp. z o.o.  in the share capital and votes at the AGM 100%
(b) Share of Polski Cynk Sp. z o.o. in the share capital and votes at the AGM 100%     
(c) Share of Impexmetal S.A. in the share capital and votes at the AGM 88.46% Share of ZM Silesia S.A. in the share capital and votes at the AGM 11.54%
(d) Share of Polski Cynk Sp. z o.o. in the share capital and votes at the AGM 61.77
(e) Share of Impexmetal S.A. in the share capital and votes at the AGM 16.20% Share of Impex - Invest Sp. z o.o. in the share capital and votes at the AGM 49.03%
(f) Share of Impexmetal S.A. in the share capital 26.78% and votes at the AGM 26.57%  Share of Hutmen S.A. in the share capital 71.30% and votes at the AGM 71.52%
(g) Share of FLT France SAS in the share capital and votes at the AGM 100 %
(h) Share of F‎ŁT Polska Sp. z o.o. in the share capital and votes at the AGM 100%
(i) Share of Impexmetal S.A. in the share capital and votes at the AGM 78.55%  Share of Baterpol S.A. i Wspólnicy spółka komandytowa in the share capital and votes at the AGM 21.45%
(j) Share of Polski Cynk Sp. z o.o. in the share capital and votes at the AGM 100.00%               
(k) Share of Impexmetal in the share capital and votes at the AGM 8.46%, Share of Zakład Utylizacji Odpadów Sp. z o.o. - unconsolidated subsidiary in the share capital and votes at the AGM 90.91% (share of Impexmetal S.A. in the share capital and votes at the AGM of Zakład Utylizacji Odpadów Sp. z o.o. is 59.97%)
(l) Share of Baterpol S.A. in the share capital and votes at the AGM 100.00%       

      

Companies excluded from consolidation are presented in Note 22.

Exclusions from consolidation of some of the Group's companies has been due to their negligible impact on the consolidated financial statements and due to the fact that the effects associated with including them in the consolidation would be disproportionate with the amount of work incurred associated with this task.  

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Changes in the Group structure in 2013

Increase of capital in the Impex-Invest Sp. z o.o.

On 19 August 2013, the Extraordinary General Meeting of Impex-Invest Sp. z o.o. adopted a resolution to increase the share capital from PLN 27,381,000  to PLN 46,246,000,  i.e. by the amount of PLN 18,865,000 through the creation of 18,865 shares with a nominal value of PLN 1,000. All new shares were subscribed to by the current shareholder of Impexmetal S.A. and covered by a contribution in the form of 5,500,000 shares in Hutmen S.A. with its registered seat in Warsaw. The capital increase was registered in the commercial register on 4 October 2013.

After the increase, the share of Impexmetal S.A. amounts to 78.55% of the share capital and votes at the general meeting, the share of Baterpol S.A. i Wspólnicy Spółka Komandytowa is 21.45% of the share capital and votes at the general meeting. 

Establishment of Baterpol Recycler Spółka z ograniczoną odpowiedzialnością. S.K.A. based in Katowice.

On 27 August 2013, Baterpol Recycler Spółka z ograniczoną odpowiedzialnością spółka komandytowo-akcyjna was established, with its registered office in Katowice.

The shareholders of the company are: General Partner Baterpol Recycler spółka z o.o. and Shareholder Baterpol S.A. The company was registered in the commercial register on 15 October 2013. 

Establishment of SPV Impexmetal Sp. z o.o. with its seat in Warsaw

On 7 October 2013, Impexmetal S.A. with the partner Boryszew Automotive Plastics Spółka z o.o.  based in Torun, have established a new company under the name SPV Impexmetal  Spółka z ograniczoną odpowiedzialnością.

This company’s share capital amounts to PLN 100,000. Impexmetal S.A. subscribed to 95 shares with a total value of PLN 95,000, Boryszew Automotive Plastics Spółka z o.o. subscribed to 5 shares with a total value of PLN 5,000. The company was registered in the commercial register on 22 October 2013. 

Increase of capital in SPV Impexmetal Spółka z o.o.

On 25 November 2013, the Extraordinary General Meeting of SPV Impexmetal Sp. z o.o. adopted a resolution to increase the share capital from PLN 100,000 to PLN 1,100,000 i.e. by the amount of PLN 1,000,000 through the creation of 1,000 shares with a nominal value of PLN 1,000 each. All new shares were subscribed to by Zakład Utylizacji Odpadów Spółka z o.o. and covered with a non-cash contribution. The capital increase was registered in the commercial register on 13 December 2013.

Today, the share of Impexmetal S.A. in the share capital directly amounts to 8.64% of the capital and votes at the GM, Zakład Utylizacji Odpadów Sp. z o.o. directly holds 90.91% of the capital and votes at the general meeting.

Acquisition by FLT Polska Sp. z o.o. of shares in Metalexfrance S.A. based in Paris

On 15 October 2013, an agreement was concluded between FLT Polska Sp. z o.o. with its registered office in Warsaw, and ZM Silesia S.A. based in Katowice, for the purchase of 109,980 shares, representing 100% of the share capital of the Metalexfrance S.A. with its registered office in Paris.

Conclusion of the agreement on the conditional sale of shares in Susmed Spółka z o.o.

In July 2013 Hutmen S.A. entered into a agreement on the conditional sale of shares in Susmed sp. z o.o. In December 2013, an annex to the above agreement was signed, extending the payment for the Company's shares, pursuant to which ownership of the shares will be transferred to the purchaser on or before 31 March 2014, i.e. at the time of fulfilment of the contractual term. 

Disposal by Impexmetal S.A. of shares in SPV Galileo Investment Sp. z o.o. with its seat in Warsaw

On 21 August 2013, Impexmetal S.A. sold to Boryszew S.A. in Sochaczew 50 shares in SPV Galileo Investment Sp. z o.o. with its seat in Warsaw, constituting 100% of the share capital of this Company.

Changes in the Group structure made after 31 December 2013

Impexmetal Group's structure has not changed until the date of publication of this report.