Annual Financial Statement for the period from 1 January ... · and will end on the date of the...

2012 Annual Report

Annual Financial Statement for the period from 1 January to 31 December 2012

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2012 Annual Report

TABLE OF CONTENTS

I. STATEMENT OF THE MANAGEMENT BOARD REGARDING DUE DILIGENCE IN PREPARATION OF THE FINANCIAL STATEMENT ......... ........................................3

II. DECLARATION OF THE MANAGEMENT BOARD REGARDING T HE ENTITY AUTHORISED TO AUDIT FINANCIAL STATEMENTS .......... ........................................4

III. LETTER OF THE PRESIDENT OF THE MANAGEMENT BOAR D .................................5

IV. FOREWORD TO THE FINANCIAL STATEMENT ........... ................................................7

V. SELECTED FINANCIAL DATA ........................ ............................................................ 17

VI. BALANCE-SHEET ................................. ....................................................................... 18

VII. OFF-BALANCE SHEET ITEMS ...................... .............................................................. 20

VIII. INCOME STATEMENT ................................................................................................. 21

IX. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY .. .................................... 23

X. CASH FLOW STATEMENT ............................ .............................................................. 25

XI. REPORTING BY SEGMENTS ...................................................................................... 27

XII. ADDITIONAL INFORMATION AND NOTES ............. .................................................... 28

A. Explanatory notes .............................. ....................................................................... 28

B. Additional explanatory notes ................... ................................................................ 66

XIII. THE REPORT OF THE MANAGEMENT BOARD ON COMPANY ’S ACTIVITIES ........ 80

XIV. DECLARATION REGARDING CORPORATE GOVERNANCE IMPLEMENTATION .................................... ................................................................ 104

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2012 Annual Report

I. STATEMENT OF THE MANAGEMENT BOARD REGARDING DUE DILIGENCE IN PREPARATION OF THE FINANCIAL STATEMENT

The Management Board of PPC Intermodal S.A. declares that to the best of its knowledge the annual financial statement for the period from 01 January 2012 to 31 December 2012 and the comparable data have been prepared in accordance with the applicable accounting regulations and give a true, reliable and transparent view of the economic and financial position of the Company and its profit.

Furthermore, we declare that the report on the Company's activities gives a true picture of the development, achievements and situation of the Company, including a description of the basic threats and risk.

Gdynia, 15 March 2013

Dariusz Stefański Adam Adamek

President of the Management Board Vice President of the Management Board

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2012 Annual Report

II. DECLARATION OF THE MANAGEMENT BOARD REGARDING T HE ENTITY AUTHORISED TO AUDIT FINANCIAL STATEMENTS

The Management Board of PCC Intermodal S.A. declares that to the best of its knowledge the entity authorised to audit financial statements and which conducts the audit of the annual financial statement has been selected in accordance with the provisions of law.

The said entity and expert auditors which audit the said financial statement met the requirements necessary to express an unbiased and independent opinion about the annual financial statement, in accordance with applicable provisions of law and professional standards.




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2012 Annual Report

III. LETTER OF THE PRESIDENT OF THE MANAGEMENT BOAR D


Dear Sir / Madam,

Despite the fact that 2012 is long behind us, it still is very difficult to carry out its thorough analysis and to formulate clear assessments. On the one hand, the intermodal transport market in Poland recorded a 30% growth as compared to the preceding year, and Gdansk and Gdynia ports reported nearly 23% increase in the number of reloaded containers.

Similarly as the whole market, PCC Intermodal SA also improved its result in terms of quantities of transported containers. In 2012, the Company launched nearly 2.5 thousand intermodal trains on all operated routes, carrying 94.5 thous. containers (more than 151 thous. TEU).

In spite of better quantitative results, the last year was one of the most difficult in the current activities of the Company. Increased competition from road transport and emergence of several new intermodal operators on the domestic transport market in the short term resulted in double-digit decline in domestic freight rates causing a domino effect - in spite of the growing market and strong demand, all operators transported more and more at ever lower rates to generate more and more losses. The situation was not much better in international relations - deteriorating economic situation in the euro area had a negative impact on both the freight volume and the level of freight rates in intra European relations. Additionally, works on the modernization of the railway infrastructure carried out by PKP PLK proved very burdensome from an operational point of view and costly - we had to bear the high cost of access to the railway infrastructure of very poor quality, while the very poor quality of infrastructure is responsible for the long 'transit-time' and makes it impossible to provide services at the level expected by the market. All this had a negative impact on the profitability of services provided by the Company and resulted in the negative financial result at closure, significantly below budget assumptions and expectations.

Although we did not lack successes in 2012: a regular network of intermodal PCC connections has been awarded the BCC European Medal; the activity of the Company was appreciated by organizers of the Wings of Business competition, the Company has been awarded a certificate of the Authorized Economic Operator – Security and Safety (AEOS), the Company signed with the Centre for EU Transport Projects contracts for co-financing two investment activities: construction of a container terminal in Brzeg Dolny and construction of a container terminal in Kutno; from April of last year, we are the sole manager of the terminal in Frankfurt (Oder) - but we must also note less successful projects: The Company unsuccessfully tried to start regular intermodal connections to Moscow - the product developed very slowly, and due to the problems of formal and customs nature across the eastern border it had to be stopped and postponed for future years.

The financial results of 2012 stimulate us to even more intensive work on the development of our industry, at the same time forcing us to take decisive corrective measures. While still oriented at the dynamic growth, we need to focus in the near future on optimization and reduction of operating costs in order to ensure a stable and sustainable level of profitability - even at the cost of losing the shares in the transport market.

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2012 Annual Report

It means that 2013 promises to be a very busy year. The Company intends to continue its development strategy, i.e. to build in the next few years modern container terminals in the country and to connect them by means of a network of regular intermodal connections. We plan to complete the investment in Kutno and begin construction of a modern terminal in Brzeg Dolny (both investments have received EU support and funding). The Company will continue to offer innovative and competitive logistics solutions for both domestic and international container transport market. All our efforts are aimed at building a strong and stable foundation for sustainable growth of intermodal transport in our country and in the region of Central and Eastern Europe. Both investment projects and the continuous expansion of the range of services provided by the Company are aimed to build a completely new quality in the intermodal transport market. We are creating a new, efficient transport branch, which will soon become an important and durable link in the supply chain optimization in the pan-European transport corridors linking the ports of the Baltic and Adriatic ports and intersecting Poland in the east-west relations.

2013 will be another year of hard work, the year of many sacrifices and necessary savings, but also another year full of determination in the consistent implementation of the development strategy of the Company.

Best Regards,

Dariusz Stefański

President of the Management Board of PCC Intermodal S.A.

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2012 Annual Report

IV. FOREWORD TO THE FINANCIAL STATEMENT

1. Company, legal form and scope of business activi ty

Name: PCC Intermodal Spółka Akcyjna Registered office: Hutnicza 16, 81-061 Gdynia Phone: +48 58 58 58 200 Fax: +48 (0) 58 58 58 201 Website: www.pccintermodal.pl

Registration: District Court Gdańsk-Północ, 8th Commercial Division of the National Court Register KRS: 0000297665 Regon [statistical number]: 532471265 NIP [Tax Identification Number]: 749-196-84-81

Company's major business activity, according to the Polish Classification of Activity (PKD list)

is:

PKD 52.21.Z – service activity to support land transport, PKD 52.22.Z – service activity to support sea transport, PKD 52.22.Z – service activity to support inland transport, PKD 52.24.A – reloading of cargo in sea ports, PKD 52.24.B – reloading of cargo in inland ports, PKD 52.24.C – reloading of cargo in other reloading points.

Sector according to the classification of the Warsaw Stock Exchange: Other services.

2. Company's duration

According to the Articles of Association Company's duration is unlimited.

3. Composition of Company's governing bodies

The body authorised to represent the Company is the Management Board composed of:

� Dariusz Stefański – President of the Management Board,

� Adam Adamek – Vice President of the Management Board.

As on the date of drawing up this report, the Supervisory Board was composed of:

� Alfred Pelzer – Chairperson of the Supervisory Board,

� Wojciech Paprocki – Vice Chairperson of the Supervisory Board,

� Thomas Hesse – Member of the Supervisory Board,

� Artur Jędrzejewski - Member of the Supervisory Board,

� Daniel Ozon – Member of the Supervisory Board.

On 21 January 2012 Mr. Daniek Ozon replaced Mr. Mirosław Pawełko at a position of the Member of the Supervisory Board.

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2012 Annual Report

On 27 June 2012, the previous term of the Supervisory Board ended, therefore the Ordinary General Assembly of Shareholders convened on that day adopted resolutions on the appointment of members of the Supervisory Board for a new term of office. The new joint term of office began on 28 June 2012 and will end on the date of the Ordinary General Assembly approving the financial statement for the accounting year 2015. The new Supervisory Board is composed of four of its previous members (Mr. Pelzer, Paprocki, Hesse and Ozon), and Mr. Piotr Jusia was replaced by Mr. Artur Jędrzejewski.

Members of the Supervisory Board of the new terms, during their first meeting on 13 September 2012 elected from among themselves the Chairperson and the Vice Chairperson. Mr. Alfred Pelzer was elected the Chairperson of the Supervisory Board of PCC Intermodal S.A. and Mr. Wojciech Paprocki was elected the Vice Chairperson.

4. Periods covered with the financial statement

Period for which the financial statement is presented: 01.01.2012 – 31.12.2012

Period for which the comparable financial data are presented: 01.01.2011 – 31.12.2011.

5. Aggregate data and consolidated financial statem ent

Financial statement and comparable financial data do not contain aggregate data, since in 2012, in the Company's undertaking there were no internal organizational entities which would draw up their own, independent financial statements.

In 2012, PCC Intermodal S.A. was neither a parent company, a partner to an interdependent entity nor a substantial investor and did not draw up a consolidated financial statement.

Consolidated statement is drawn up by the parent company in the PCC Group of Companies – PCC SE seated in Duisburg (Germany).

On 24 January 2013, PCC Intermodal SA acquired 100% of the shares of PCC Intermodal GmbH from PCC SE, with economic effect as of 1 January 2013 (the right to participate in profits). Accordingly, and pursuant to a resolution of the General Meeting of Shareholders of the Company dated 21 January 2013, for periods after 31 December 2012 the Company will prepare consolidated and individual financial statements according to IFRS.

6. Going concern assumption

The financial statement has been drawn up with the assumption of Company's going concern in the predictable future, covering a period not shorter than one year from the balance sheet date, in the scope of activity which remains to a large extent unchanged. Besides, there are also no circumstances that would indicate any threat to the going concern.

7. Comparability of data

In the presented statements for 2012 and for the comparable period the principle of comparability of data and accounting methods, evaluation of assets and equity & liabilities and presentation of the income statement was maintained.

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2012 Annual Report

Therefore, the financial statements were not subject to any transformation for the purpose of data comparability.

8. Corrections resulting from the reservations in t he opinions of the entities authorised to audit financial statements

No reservations in the opinions of the entities authorised to audit financial statements.

9. Assumed accounting regulations (policy), includi ng the methods of evaluation of assets and equity & liabilities (also depreciation), measu ring of the financial result and the way of preparing the financial statement and comparable da ta

This financial statement has been drawn up in accordance with the requirements of the Accounting Act of 29 September 1994 which is binding on the entities which continue their operation, and it also takes into consideration provisions of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information to be published by issuers of securities and conditions for recognising as equivalent the information required pursuant to the legislation of a non-member state (Dz.U. [Journal of Laws] of 2009 No. 33, Item 259) and the Regulation of the Minister of Finance of 18 October 2005 concerning the scope of the information provided in financial statements and consolidated financial statements, required in prospectus for issuers with their registered office in the territory of the Republic of Poland to which Polish accounting regulations apply (Dz.U. of 2005 No. 209, Item 1743, as amended).

The annual financial statement was drawn up with the assumption of going concern in the predictable future.

The Company prepares the income statement by function.

The financial result of the Company for a given accounting year includes all the revenue achieved and to its benefit and the costs related to such revenue on the accrual basis, in accordance with the principle of matching of income and costs and of careful evaluation.

The cash flow statement is drawn up by means of an indirect method.

In 2012 the accounting regulations were not modified.

The Company applied in particular the following methods and principles of evaluation of assets and equity & liabilities:

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2012 Annual Report

a) Intangible assets

Intangible assets are evaluated by the purchase price or cost of production less depreciation write-offs and less impairment write-offs.

Depreciation write-offs for the single write-off method are made in a month of intangible assets' acceptance for use. Depreciation write-offs for the linear method are made in instalments, starting from the month following the month of intangible assets' acceptance for use. Intangible assets are depreciated according to the anticipated life.

In determining the depreciation rate, the residual value is not considered.

Methods of intangible assets depreciation and annual depreciation rates are shown below:

Title Method Annual depreciation rate

Intangible assets under PLN 600 Single write-off 100%

Intangible assets PLN 600 - 3500 Linear write-off 50% Intangible assets above PLN 3500 Linear write-off 14% - 50%

b) Fixed tangible assets

Tangible assets are stated at the purchase price, production cost or reassessed value (after tangible assets revaluation), less depreciation write-offs and impairment write-offs. In the scope of existing objects, the initial value of tangible assets is increased by costs of modernisation, upgrade, adaptation, etc.

Depreciation rates are adjusted to the anticipated life. Depreciation rates applied by the Company result only from the period of economic usability of tangible assets.

Depreciation write-offs for the single write-off method are made in a month of tangible assets' acceptance for use. Depreciation write-offs for the linear method are made in instalments, starting from the month following the month of tangible assets' acceptance for use.

The purchase price and production cost of tangible assets includes all costs incurred by the Company for the period of construction, installation, adaptation and amelioration to the date of acceptance for use, including the cost of liabilities incurred for the purpose of their funding and the related exchange rate differences, less the revenue therefrom.

In determining the depreciation rate, the residual value is not considered.

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2012 Annual Report

Methods of tangible assets depreciation and annual depreciation rates are shown below:

Title Method Annual depreciation rate

Land and the right of perpetual usufruct Linear write-off 0%

Buildings and premises Linear write-off 1.5% - 10% Leasehold improvement Linear write-off 20%

Civil and water engineering structures Linear write-off 4.5% - 10%

Boilers and power generating units Linear write-off 4% - 14%

Machinery, devices and general equipment Linear write-off 10% - 30%

Specialist machinery, devices and general equipment Linear write-off 7% - 25%

Technical equipment Linear write-off 1.5% - 25%

Vehicles Linear write-off 7% - 20%

Tools, appliances, movables and equipment Linear write-off 10% - 25% Other tools, appliances, movables and equipment below net value of PLN 600 Single write-off 100%

Company's tangible assets also include the tangible assets accepted for use or for deriving benefits for a specified period of time pursuant to a contract, in accordance with the terms specified in Art. 3 (4) of the Accounting Act of 29 September 1994. Tangible assets are depreciated in equal instalments, every month, starting from the first month following the month in which such assets are accepted for use, until the end of the month in which the total of depreciation write-offs is equal to their initial value or in which they are put into liquidation, on sale or in which their shortage is found out.

Tangible assets under construction are valued at the total amount of costs directly related to their acquisition or manufacturing, incurred up to the balance-sheet date, less any impairment write-offs.

c) Long-term investments

Long-term investments are assets which the company acquired in order to achieve benefits. These benefits may result from obtaining future interest, dividends. These are such financial investments as shares.

Shares are valued at cost. In the event of impairment, the value of shares is reduced by the impairment write-offs, not later than at the end of the reporting period.

d) Financial instruments

The Company considers as a financial instrument every contract which results in generation of a financial asset for one party and a financial obligation or a capital instrument for the other party, provided that the contract concluded between two or more parties explicitly gives rise to economic effects.

The Company classifies financial instruments into the following categories: - financial instruments held for trading – financial assets or financial obligations which have been

purchased or created mainly in order to generate profit obtained as a result of short-term price fluctuations or broker's margin,

- loans granted and receivables, - held-to-maturity financial instruments – financial assets which carry fixed or determinable payments

or fixed maturity and which the business entity has the positive intention and ability to hold to maturity, with the exception of the loans granted by the business entity and of its receivables,

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2012 Annual Report

- available-for-sale financial instruments – financial assets other than loans granted by the business entity and its receivables, held-to-maturity investments as well as the financial assets other than financial assets held for trading.

On the date of purchase, the financial obligations and assets are valued by the Company at the purchase cost (price), that is, in accordance with fair value of the payment made in the case of an asset or amount obtained in the case of an obligation. The Company includes costs of transaction into the initial value of valuation of all the financial obligations and assets.

Principles of valuation of financial instruments on the balance sheet date: - in accordance with the amortised cost, taking into consideration the effective interest rate: held-to-

maturity assets, loans granted and receivables as well as other financial obligations not classified as held for trading; in the case of foregoing titles, if the discount effects are not significant, the valuation is done at value to be paid,

- in the amount to be paid: receivables and payables with short-term maturity/due date, - at fair value: held for trading financial obligations and assets and available-for-sale financial assets.

Any changes of fair value of the financial instruments held for trading which are not part of security are recognised as revenue or financial costs as they arise.

In the case of financial assets available for sale the changes of fair value of these instruments are included by the Company in the income statement as revenue or financial costs.

e) Inventory

Inventories are valued according to purchase prices or manufacturing cost not higher than their net sales prices as on the balance-sheet date.

Materials are valued based on the purchase prices, outgoings are valued in the purchase prices.

f) Receivables

They are valued at their payable value in accordance with the prudence principle. The receivables denominated in foreign currencies (including granted loans) are valuated not less often than on the balance sheet date at the average exchange rate determined for a given foreign currency by the National Bank of Poland (NBP) for that day. The value of receivables has been verified by means of revaluation write-offs of receivables from debtors in bankruptcy or liquidation, contesting claims and defaulting in payment, by assessment of individual economic and financial situation of individual debtors.

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2012 Annual Report

g) Cash

Cash in the Polish currency is valuated at nominal value. Cash in foreign currencies is valuated not less often than on the balance sheet date at average exchange rate determined by NBP for such date. Exchange rate differences are recognised as revenue or financial costs.

h) Short-term investments

The acquired financial assets and other investments are recognized in the account books at the date of their acquisition or creation, at cost or purchase price if the cost of carrying out and settlement of the transaction is not significant.

The effects of an increase or decrease in the value of short-term investment are recognised as revenue or financial costs respectively.

i) Prepaid expenses

Costs related to future reporting periods are recognised as prepaid expenses. Prepaid expenses refer, in particular, to property and vehicle insurance, real property tax, revision repairs of carriages and other prepaid expenses.

Prepaid expenses are written off over passing time until all the costs previously recognised as assets are transferred to the result. The time and method of calculation depends on the nature of calculated costs.

If capitalised costs cease to bring economic profit they are written off to the result (as a one-time write-off) by adding the amount remaining for settlement to other operating costs.

j) Own capital

Equity capital is posted in the books at nominal value, divided by types and in accordance with the principles specified by legal regulations and in accordance with the Company's Articles of Association.

k) Liabilities

On the balance sheet date the Company evaluates its liabilities at the amount to be paid, whereas the financial liabilities which, pursuant to a concluded contract, are settled by issuing financial assets other than monies or by means of exchange for financial instruments – at fair value. Elements of equity and liabilities denominated in foreign currencies are evaluated, not less frequently than on the balance sheet date, at the average exchange rate determined for a given currency for such a date by NBP.

l) Provisions and accruals

Provisions are evaluated at a reasonable and reliably estimated value. The Company creates provisions if the following conditions are fulfilled: - the Company has a (legal or customary) obligation resulting from past events, - it is probable that fulfilling of the obligation will result in the necessity of outflow of the financial

means which embody economic benefits.

The Company creates provisions for liabilities in accordance with the following:

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2012 Annual Report

- provision for deferred income tax in relation to positive differences between the book value of assets and equity & liabilities and their tax value,

- provisions for employee benefits, - other provisions (e.g. for the results of proceedings pending against the Company or any other

future liabilities resulting from pending cases).

The remuneration rules do not provide for any preferential payments from retirement bonuses. Company's rules of retirement bonus payment are based on the regulations of the Labour Code (in the amount of a monthly salary).

Company's accruals on the side of equity and liabilities include accrued expenses and deferred income. Accrued expenses include the amounts recognised as costs of a given period which will be covered in the future. Accrued expenses are applied by the Company to non-periodical costs which require an even allocation into individual reporting periods.

The Company calculates accrued expenses in the amount of probable liabilities attributed to the current reporting period, resulting from the services provided to the Company by its contractors and the liability amount of which can be estimated in a reliable way.

m) Deferred income tax liabilities and deferred income tax assets

The Company determines the deferred income tax liability and deferred income tax assets in relation to temporary differences between the value of assets and equity & liabilities indicated in the books and their tax value.

Deferred income tax assets are determined by the Company in the amount foreseeable in the future to be deducted from the income tax, due to negative temporary differences, which will result, in the future, in reduction of the basis for calculating the income tax and deductible tax loss, determined in accordance with the prudence principle.

The deferred income tax liability is created by the Company in the amount equal to the amount of the income tax payable in the future due to occurrence of positive temporary differences, that is the differences that will result in the increase in the basis for calculating the income tax in the future.

Deferred tax assets and the provision for deferred tax are evaluated by the Company at tax rates which, as it is anticipated, will be used when an asset is utilised or a provision released, by using as the basis the tax provisions in force on the balance sheet date.

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2012 Annual Report

Principles of preparing the financial statement and determining the financial result

n) Elements of determining the financial result

Financial result means a result of Company's activity achieved in a given accounting period, expressed as a financial amount. Company's net income comprises of: - operating result, including the income from other revenue and operating costs, - result on financial operations, - result on extraordinary operations, - statutory charges on the financial result due to income tax.

o) Principles of preparing financial statements

In relation to all the elements of the financial statement comparable data must be presented, including: - the balance sheet presents the assets and equity & liabilities on the date which closes the current

and the previous accounting year, - the income statement presents separately the revenue, costs, profits and losses as well as

obligatory charges on the financial result for the current and previous accounting year, - if the income statement for a reporting period different than the current accounting year is

prepared, the income statement presents separately the revenue, costs, profits and losses as well as obligatory charges on the financial result for the current reporting period and the corresponding reporting period of the previous accounting year,

- statement of changes in equity includes information about changes of individual elements of equity capital for the current and previous accounting year,

- cash flow statement prepared by means of an indirect method presents the data for the current and previous accounting year,

- if the cash flow statement is prepared for the period other than the current accounting year, the cash flow statement is drawn up for the current reporting period and the corresponding reporting period of the previous accounting year.

10. Average PLN exchange rates

Selected financial data were converted to euro in accordance with the following principles:

� individual positions of the balance sheet assets and equity & liabilities have been converted

based on the exchange rates applicable on the last day of the period;

� individual positions of the income statement and the cash flow statement have been converted

based on the exchange rates which are an arithmetic mean of average exchange rates

announced by the National Bank of Poland for EUR, applicable on the last day of every month

in a given reporting period;

PLN average exchange rates in relation to EUR were the following:

Accounting period or day Average

exchange rate in the period

Exchange rate as on the last

day of the period

Highest exchange rate in the period

Lowest exchange rate in the period

01.01.2012 - 31.12.2012 4.1736 4.0882 4.3889 4.0882 01.01.2011 - 31.12.2011 4.1401 4.4168 4.5494 3.9345

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2012 Annual Report

11. Basic positions of the balance sheet, income st atement, cash flow statement converted into euro

Selected financial data have been presented in another part of this report.

Profit (loss) per ordinary share has been calculated based on the following assumptions:

� the shares privileged in respect of voting rights are treated as ordinary shares;

� weighted average number of ordinary shares = weighted average diluted number of ordinary

shares

in 2012 was 77,538,234 shares.

15 March 2013

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2012 Annual Report

V. SELECTED FINANCIAL DATA

Selected financial data

in thous. PLN in thous. EUR

2012 / period from

01.01.2012 to 31.12.2012

2011 / period from

01.01.2011 to 31.12.2011

2012 / period from

01.01.2012 to 31.12.2012

2011 / period from

01.01.2011 to 31.12.2011

I. Net revenue from sales of products, goods and materials 178,032 165,152 42,657 39,891

II. Operating profit (loss) (13,337) 3,295 (3,196) 796

III. Gross profit (loss) (13,799) 2,663 (3,306) 643

IV. Net profit (loss) (14,449) 4,171 (3,462) 1,008

V. Net cash flows from operational activity

(6,870) 5,120 (1,646) 1,237

VI. Net cash flows from investment activities (13,629) (34,119) (3,265) (8,241)

VII. Net cash flows from financial activities 11,564 40,398 2,771 9,758

VIII. Total net cash flows (8,935) 11,399 (2,141) 2,753

IX. Total assets 109,579 119,613 26,804 27,081

X. Liabilities and provisions for liabilities

35,954 31,526 8,795 7,138

XI. Long-term liabilities 12,545 6,584 3,069 1,491

XII. Short-term liabilities 22,600 23,849 5,528 5,400

XIII. Equity 73,625 88,087 18,009 19,944

XIV. Share (initial) capital 77,566 67,566 18,973 15,297

XV. Number of shares 77,565,556 67,565,556 77,565,556 67,565,556

XVI. Profit (loss) per one ordinary share (in PLN/EUR) (0.19) 0.06 (0.04) 0.01

XVII. Diluted profit (loss) per one ordinary share (in PLN/EUR) (0.19) 0.06 (0.04) 0.01

XVIII. Book value per one share (in PLN/EUR) 0.95 1.30 0.23 0.29

XIX. Diluted book value per one share (in PLN/EUR) 0.95 1.30 0.23 0.29

XX. Declared or paid dividend per one share (in PLN/EUR)

0.00 0.00 0.00 0.00

Profit (loss) per 1 share for every period is calculated by dividing the net profit (loss) for a given period by the weighted average number of shares in the given period. The book value per one share for every period is calculated by dividing the book value of equity by the number of shares at the end of the given period.

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2012 Annual Report

VI. BALANCE-SHEET

Individual positions Note in thous. PLN

31.12.2012 31.12.2011

Assets I. Fixed assets 84,919 75,400 1. Intangible assets, including: 1 589 0 – goodwill 0 0

2. Fixed tangible assets 2 81,155 72,512 3. Long-term receivables 3, 8 93 51 3.1. From related entities 0 0

3.2. From other entities 93 51 4. Long-term investments 4 45 45 4.1. Real estate 0 0

4.2. Intangible assets 0 0 4.3. Long-term financial assets: 45 45 a) in related entities, including: 0 0

– shares in subordinate entities calculated by means of the equity method

0 0

b) in other entities 45 45 4.4. Other long-term investments 0 0

5. Long-term deferred items 5 3,037 2,792 5.1. Deferred income tax assets 1,378 1,808 5.2. Other accrued items 1,659 984 II. Current assets 24,660 44,213 1. Inventory 6 573 594 2. Short-term receivables 7, 8 17,250 25,368

2.1. From related entities 2,395 4,217 2.2. From other entities 14,855 21,151 3. Short-term investments 5,652 15,804

3.1. Short-term financial assets 9 5,652 14,598 a) in related entities 0 0 b) in other entities 0 0

c) cash and cash equivalents 5,652 14,598 3.2. Other short-term investments 0 1,206 4. Short-term deferred items 10 1,185 2,447

Tota l assets 109,579 119,613

15 March 2013

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2012 Annual Report

Individual positions Note in thous. PLN

31.12.2012 31.12.2011 Equi t y and l iab i l i t ies I. Equity 73,625 88,087 1. Share (initial) capital 12 77,566 67,566

2. Registered equity payments due (negative value) 0 0 3. Own shares (negative value) 13 0 0 4. Reserve capital 14 44,606 12,139

5. Revaluation reserve 15 0 0 6. Other reserve capital 16 0 42,480 7. Profit (loss) from previous years (34,098) (38,269)

8. Net profit (loss) (14,449) 4,171 9. Net income write-offs during the accounting year (negative value)

17 0 0

II. Liabilities and provisions for liabilities 35,954 31,526 1. Reserves for liabilities 18 769 1,093

1.1. Deferred income tax liability 370 150 1.2. Reserve for pension benefits and similar ones 199 248 a) long-term 50 38

b) short-term 149 210 1.3. Other provisions 200 695 a) long-term 0 0

b) short-term 200 695 2. Long-term liabilities 19 12,545 6,584 2.1. To affiliated entities 5,801 0

2.2. To other entities 6,744 6,584 3. Short-term liabilities 20 22,600 23,849 3.1. To affiliated entities 755 817

3.2. To other entities 21,845 23,032 3.3. Special funds 0 0 4. Accruals 21 40 0

4.1. Negative goodwill 0 0 4.2. Other accrued items 40 0 a) long-term 0 0

b) short-term 40 0

Tota l equ i t y and l iab i l i t ies 109,579 119,613

Book value 73,625 88,087

Number of shares 77,565,556 67,565,556

Book value per one share (in PLN) 22 0.95 1.30

Diluted number of shares 77,565,556 67,565,556

Diluted book value per one share (in PLN) 22 0.95 1.30

15 March 2013

20

2012 Annual Report

VII. OFF-BALANCE SHEET ITEMS

Individual positions Note

in thous. PLN

As for 31.12.2012 As for 31.12.2011

1. Contingent receivables 23 0 0

1.1. From related entities (due to) 0 0

– received guarantees and sureties 0 0

1.2. From other entities (due to) 0 0

– received guarantees and sureties 0 0

2. Conditional liabilities 23 0 0

2.1. For the benefit of related entities (due to) 0 0

– granted guarantees and sureties 0 0

2.2. For the benefit of other entities (due to) 0 0

– granted guarantees and sureties 0 0

3. Other (due to) 0 0

Off-balance sheet items, in total 0 0

15 March 2013

21

2012 Annual Report

VIII. INCOME STATEMENT

Individual positions Note

in thous. PLN

2012 / period from 01.01.2012

to 31.12.2012

2011 / period from 01.01.2011

to 31.12.2011

I. Net revenue from sales of products, goods and materials, including:

178,032 165,152

– from related entities 26,985 17,630

1. Net revenue from sales of products 24 178,032 165,152

2. Net income from sales of goods and materials 25 0 0

II. Costs of products, goods and materials sold, including: 178,519 149,567

– to related entities 25,803 16,329

1. Cost of manufacturing of the products sold 26 178,519 149,567

2. Value of sold goods and materials 0 0

III. Gross profit (loss) on sales (487) 15,585

IV. Selling costs 26 0 0

V. General administration costs 26 12,548 12,196

VI. Profit (loss) on sales (13,035) 3,389

VII. Other operating revenue 699 808

1. Gain on disposal of non-financial fixed assets 46 0

2. Subsidies 0 0

3. Other operating income 27 653 808

VIII. Other operating expenses 1,001 902

1. Loss from disposal of non-financial fixed assets 0 54

2. Revaluation of non-financial assets 0 0

3. Other operating costs 28 1,001 848

IX. Operating profit (loss) (13,337) 3,295

X. Financial revenue 29 149 191

1. Dividends and participation in profits, including: 0 0

– from related entities 0 0

2. Interest, including: 149 191

– from related entities 0 0

3. Profit on disposal of investments 31 0 0

4. Investment revaluation 0 0

5. Other 0 0

XI. Financial expenses 30 611 823

1. Interest, including: 524 660

– for related entities 0 423

2. Loss on disposal of investments 31 0 0

3. Investment revaluation 0 0

4. Other 87 163

XII. Profit (loss) on economic activities (13,799) 2,663

22

2012 Annual Report

XIII. Extraordinary items 0 0

1. Extraordinary gains 32 0 0

2. Extraordinary losses 33 0 0

XIV. Gross profit (loss) (13,799) 2,663

XV. Income tax 34 650 (1,508)

a) current part 0 0

b) deferred part 650 (1,508)

XVI. Other obligatory reduction of profit (increase of loss) 35 0 0

XVII. Participation of subordinate entities in net profits (losses) estimated by means of the equity method

36 0 0

XVIII. Net profit (loss) (14,449) 4,171

Net profit (loss) (annualised) (14,449) 4,171

Weighted average number of ordinary shares 77,538,234 67,565,556

Profit (loss) per one ordinary share (in PLN) 38 (0.19) 0.06

Weighted average diluted number of ordinary shares 77,538,234 67,565,556

Diluted profit (loss) per one ordinary share (in PLN) 38 (0.19) 0.06

15 March 2013

23

2012 Annual Report

IX. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Individual positions

in thous. PLN

2012 / period from 01.01.2012 to

31.12.2012

2011 / period from 01.01.2011 to

31.12.2011

I. Opening balance of equity 88,087 41,436

a) modifications of the adopted accounting regulations (policy) 0 0

b) corrections of errors 0 0

I.a. Opening balance of equity after reconciliation to comparable data 88,087 41,436

1. Opening balance of share capital 67,566 67,566

1.1. Changes in share capital 10,000 0

a) increases (due to) 10,000 0

– issuance of shares 10,000 0

b) decreases (due to) 0 0

– redemption of shares 0 0

1.2. Closing balance of share capital 77,566 67,566

2. Called-up share capital, at the beginning of the period 0 0

2.1. Changes in called-up share capital 0 0

a) increases (due to) 0 0


2.2. Called-up share capital, at the end of the per iod 0 0

3. Opening balance of own shares 0 0

3.1. Changes in own shares 0 0



3.2. Closing balance of own shares 0 0

4. Opening balance of supplementary capital 12,139 12,139

4.1. Changes in supplementary capital 32,467 0

a) increases (due to) 32,467 0

– issue of shares above face value 32,467 0

– from profit distribution (statutory) 0 0

– from profit distribution (above the statutory minimum value) 0 0


– loss coverage 0 0

4.2. Closing balance of supplementary capital 44,606 12,139

5. Opening balance of revaluation reserve 0 0

– modifications of the adopted accounting regulations (policy) 0 0

5.1. Changes in revaluation reserve 0 0



– disposal of fixed assets 0 0

5.2. Closing balance of revaluation reserve 0 0

24

2012 Annual Report

6. Opening balance of other reserve capitals 42,480 0

6.1. Changes in other reserve capitals (42,480) 42,480

a) increases (due to) 0 42,480

– financial means from the issue of series C shares less IPO costs incurred by 31.12.2011

0 42,480

b) decreases (due to) 42,480 0

– clearing of funds from series D share issue 42,480 0

6.2. Closing balance of other reserve capitals 0 42,480

7. Opening balance of previous years' profit (loss) (38,269) (29,460)

7.1. Opening balance of previous years' profit 0 0



7.2. Opening balance of previous years' profit, after reconciliation to comparable data

0 0


– distribution of previous years' profit 0 0


7.3. Closing balance of previous years' profit 0 0

7.4. Opening balance of previous years' loss 38,269 29,460



7.5. Opening balance of previous years' loss, after reconciliation to comparable data 38,269 29,460

a) increases (due to) 0 8,809

– previous years' loss brought forward 0 8,809

b) decreases (due to) 4,171 0

– distribution of previous years' profit 4,171 0

7.6. Closing balance of previous years' loss 34,098 38,269

7.7. Closing balance of previous years' profit (los s) (34,098) (38,269)

8. Net profit/loss (14,449) 4,171

a) net profit 0 4,171

b) net loss 14,449 0

c) write-offs on profit 0 0

II. Closing balance of equity 73,625 88,087

III. Equity including proposed profit distribution (loss coverage) 73,625 88,087

15 March 2013

25

2012 Annual Report

X. CASH FLOW STATEMENT

in thous. PLN

2012 / period from 01.01.2012

to 31.12.2012

2011 / period from 01.01.2011

to 31.12.2011

A. Cash flows from operating activities (indirect method)

I. Net profit (loss) (14,449) 4,171

II. Total adjustments 7,579 949

1. Participation of subordinate entities in net profits (losses) estimated by means of the equity method

0 0

2. Amortisation and depreciation 4,246 2,139

3. Exchange gains (losses) (13) 2

4. Interest and profit sharing (dividend) 375 469

5. Profit (loss) on investment activities (46) 54

6. Change in provisions (324) 726

7. Change in inventory 21 (288)

8. Change in amounts due 8,236 (5,096)

9. Change in short-term liabilities, excluding borrowings and loans (7,376) (1,599)

10. Change in prepayments and accruals 2,460 (373)

11. Other adjustments 0 4,915

III. Net cash flows from operating activities (I+/- II) – (indirect method) (6,870) 5,120

B. Cash flows from investment activities

I. Inflows 1,235 1,971

1. Disposal of intangible assets and tangible fixed assets 1,235 1,971

2. Disposal of investments in real property and in intangible assets 0 0

3. From financial assets, including: 0 0

a) in related entities 0 0

– sales of financial assets 0 0

– dividend and profit sharing 0 0

– repayment of granted long-term loans 0 0

– interest 0 0

– other inflows from financial assets 0 0

b) in other entities 0 0

– sales of financial assets 0 0

– dividend and profit sharing 0 0

– repayment of granted long-term loans 0 0

– interest 0 0

– other inflows from financial assets 0 0

4. Other inflows from investment activities 0 0

II. Outflows 14,864 36,090

26

2012 Annual Report

1. Purchase of intangible assets and tangible fixed assets 14,864 34,884

2. Investments in real property and intangible assets 0 0

3. For financial assets, including: 0 0

a) in related entities 0 0

– purchase of financial assets 0 0

– long-term loans granted 0 0

b) in other entities 0 0

– purchase of financial assets 0 0

– long-term loans granted 0 0

4. Other outflows from investment activities 0 1,206

III. Net cash flows from investment activities (I-I I) (13,629) (34,119)

C. Cash flows from financial activities

I. Inflows 15,356 82,983

1. Net inflows from issuance of shares and other capital instruments and from capital contributions 0 42,480

2. Borrowings and loans 12,218 40,312

3. Issuance of debt securities 0 0

4. Other financial inflows 3,138 191

II. Outflows 3,792 42,585

1. Purchase of own shares 0 0

2. Dividend and other payments to shareholders 0 0

3. Profit distribution liabilities other than profit distribution payments to shareholders 0 0

4. Repayment of borrowings and loans 155 40,312

5. Redemption of debt securities 0 0

6. Payment of other financial liabilities 0 0

7. Payments made under finance lease agreements 2,693 2,033

8. Interest 944 240

9. Other financial outflows 0 0

III. Net cash flows from financial activities (I-II ) 11,564 40,398

D. Total net cash flows (A.III+/-B.III+/-C.III) (8,935) 11,399

E. Balance sheet change in cash, including: (8,946) 11,401

– change in cash due to exchange differences (11) 2

F. Cash opening balance 14,598 3,197

G. Closing balance of cash (F+/-D), including: 5,663 14,596

– of limited disposability 0 0

15 March 2013

27

2012 Annual Report

XI. REPORTING BY SEGMENTS

Intermodal transport is the major business activity of PCC Intermodal S.A.

For management purposes, the Company is treated as a single operating segment. No operating segments under IFRS 8 have been distinguished for management purposes as part of the Company. The Management Board analyses Company's financial position (as a single operating segment) on the basis of financial statements.

Information about products and services.

01.01.2012 - 31.12.2012 01.01.2011 - 31.12.2011

Income from sales of services 178,032 165,152 - internal transport 161,652 155,347 - forwarding 16,380 9,805

Information about geographical areas.

Geographical breakdown of sales was carried out by location of customers.

Buyer's country 01.01.2012 - 31.12.2012 01.01.2011 - 31.12.2011

Poland 88,538 99,921 Germany 33,186 20,600 Other EU countries 45,461 40,883 The rest of the world 10,847 3,748 Total 178,032 165,152

Information on key customers

In the presented periods, concentration of sales in excess of 10% of total revenue was as follows:

Recipient 01.01.2012 - 31.12.2012 01.01.2011 - 31.1 2.2011

MSC Poland Sp. z o.o. 20,394 19,818 Other recipients 157,638 145,334 Total 178,032 165,152

28

2012 Annual Report

XII. ADDITIONAL INFORMATION AND NOTES

A. Explanatory notes

Note 1

INTANGIBLE ASSETS 31.12.2012 31.12.2011

a) research and development expenses 0 0

b) goodwill 0 0 c) permits, patents, licenses and similar values, including:

589 0

– software 589 0

d) other intangible assets 0 0

e) advances for intangible assets 0 0

Total intangible assets 589 0

CHANGES OF INTANGIBLE ASSETS (BY GENERIC GROUPS) 31.12.2012

a b c d e

Total intangible

assets

research and development

expenses goodwill

permits, patents, licenses and similar values,

including: other intangible assets

advances for intangible

assets – software

a) opening gross value of intangible assets

0 0 66 66 0 0 66

b) increases (due to) 0 0 650 650 0 0 650

– purchase 0 0 650 650 0 0 650 c) decreases (due to) 0 0 19 19 0 0 19

– sale, liquidation

0 0 19 19 0 0 19

d) closing gross value of intangible assets

0 0 697 697 0 0 697

e) opening accumulated amortisation (depreciation)

0 0 66 66 0 0 66

f) amortisation for the period (due to)

0 0 42 42 0 0 42

– amortisation 0 0 61 61 0 0 61 - depreciation in respect of liquidation

0 0 -19 -19 0 0 -19

g) closing accumulated amortisation (depreciation)

0 0 108 108 0 0 108

h) opening impairment write-

0 0 0 0 0 0 0

29

2012 Annual Report

INTANGIBLE ASSETS (OWNERSHIP STRUCTURE) 31.12.2012 31.12.2011

a) own 589 0

b) used pursuant to a lease, rental or other contract, including leasing contract, including: 0 0

Total intangible assets 589 0

Note 2

TANGIBLE FIXED ASSETS 31.12.2012 31.12.2011

a) tangible assets, including: 68,205 66,343

– land (including right of perpetual usufruct of land) 8,084 8,084

– buildings, premises, civil and water engineering structures 39,605 40,442

– technical equipment and machines 2,725 2,278

– vehicles 17,495 15,257

– other tangible assets 296 282

b) tangible assets under construction 7,129 5,775

c) advances for tangible assets under construction 5,821 394

Total tangible fixed assets 81,155 72,512

offs

– increase 0 0 0 0 0 0 0

– decrease 0 0 0 0 0 0 0 i) closing impairment write-offs

0 0 0 0 0 0 0

j) closing net value of intangible assets

0 0 589 589 0 0 589

CHANGES OF TANGIBLE ASSETS (BY GENERIC GROUPS) 31.12.2012

– land (including

right of perpetual

usufruct of land)

– buildings, premises, civil and

water engineering structures

– technical equipment

and machines

– vehicles

– other tangibl

e assets

Total tangibl

e assets

a) opening gross value of tangible assets 8,084 40,719 2,684 22,701 503 74,691

b) increases (due to) 0 100 732 6,335 69 7,236

– purchase 0 100 732 6,335 69 7,236 c) decreases (due to) 0 0 66 1,429 1 1,496

– sale/liquidation 0 0 66 1,429 1 1,496 d) closing gross value of tangible assets

8,084 40,819 3,350 27,607 571 80,431

e) opening accumulated amortisation (depreciation) 0 301 393 7,444 210 8,348

f) amortisation for the period (due to) 0 913 232 2,668 65 3,878

– amortisation 0 913 295 2,911 66 4,185 - depreciation in respect of liquidation 0 0 -63 -243 -1 -307

30

2012 Annual Report

BALANCE SHEET TANGIBLE ASSETS (OWNERSHIP STRUCTURE) 31.12.2012 31.12.2011

a) own 57,484 57,044

b) used pursuant to a lease, rental or other contract, including leasing contract, including: 10,721 9,299

– tax operating lease 1,740 2,180

– finance lease 8,981 7,119

Total balance sheet tangible assets 68,205 66,343

OFF-BALANCE SHEET TANGIBLE ASSETS 31.12.2012 31.12.2011

used pursuant to a lease, rental or other contract, including leasing contract, including: 0 0

- 0 0

Total off-balance sheet tangible assets 0 0

Note 3

LONG-TERM RECEIVABLES 31.12.2012 31.12.2011

a) receivables from related entities, including: 0 0 – from subsidiaries (due to) 0 0 – from joint subsidiaries (due to) 0 0

– from associated entities (due to) 0 0 – from a significant investor (due to) 0 0 – from a partner of a joint subsidiary (due to) 0 0

– from a parent company (due to) 0 0 b) from other entities (due to) 93 51 - deposits 93 51

Net long-term receivables 93 51 c) receivables' revaluation write-offs 0 0

Gross long-term receivables 93 51

g) closing accumulated amortisation (depreciation)

0 1,214 625 10,112 275 12,226

h) opening impairment write-offs 0 0 0 0 0 0

– increase 0 0 0 0 0 0

– decrease 0 0 0 0 0 0 i) closing impairment write-offs 0 0 0 0 0 0

j) closing net value of tangible assets 8,084 39,605 2,725 17,495 296 68,205

31

2012 Annual Report

CHANGE IN LONG-TERM RECEIVABLES (BY TITLES) 31.12.2012 31.12 .2011

a) opening balance 50 57

– security deposit 50 57

b) increases (due to) 68 3

– deposit payment 68 3

c) decreases (due to) 25 10

– deposit return 25 10

d) closing balance 93 51

– security deposit related to rental of premises 20 22

– security deposit related to ground lease 31 7

– other security deposits 42 22

CHANGE IN LONG-TERM RECEIVABLES' REVALUATION WRITE-OFFS 31.12.2012 31.12.2011

Opening balance 0 0 a) increases (due to) 0 0 - 0 0

b) decreases (due to) 0 0 - 0 0

Closing long-term receivables' revaluation write-of fs 0 0

LONG-TERM RECEIVABLES (CURRENCY STRUCTURE) CURRENCY 31.12.2012 31.12.2011

a) in Polish currency 72 29 b) in foreign currencies (by currencies and after conversion into PLN) 21 22

b1. in currency in thous. EUR 5 5

after conversion into thous. PLN 21 22

- 0 0

other currencies in thous. PLN 0 0

Total long-term receivables 93 51

Note 4

CHANGE IN REAL PROPERTY (BY GENERIC GROUPS) 31.12.2012 31.12. 2011


b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing balance 0 0

CHANGE IN INTANGIBLE ASSETS (BY GENERIC GROUPS) 31.12.2012 31. 12.2011


b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing balance 0 0

32

2012 Annual Report

LONG-TERM FINANCIAL ASSETS 31.12.2012 31.12.2011

a) in subsidiaries 0 0 – shares 0 0

– debt securities 0 0 – other securities (by type) 0 0 – granted loans 0 0

– other long-term financial assets (by type) 0 0 b) in joint subsidiaries 0 0 – shares 0 0


– other long-term financial assets (by type) 0 0 c) in affiliated entities 0 0 – shares 0 0


– other long-term financial assets (by type) 0 0 d) in a significant investor 0 0 – shares 0 0


– other long-term financial assets (by type) 0 0 e) in a partner of a joint subsidiary 0 0 – shares 0 0


– other long-term financial assets (by type) 0 0 f) in a parent company 0 0 – shares 0 0


– other long-term financial assets (by type) 0 0 g) in other entities 45 45 – shares 45 45


– other long-term financial assets (by type) 0 0

Total long-term financial assets 45 45

33

2012 Annual Report

SHARES IN SUBORDINATE ENTITIES CALCULATED BY MEANS OF THE EQUITY METHOD, INCLUDING: 31.12.2012 31.12.2011

a) goodwill of subordinate entities 0 0

– subsidiaries 0 0 – joint subsidiaries 0 0 – affiliated entities 0 0

b) negative goodwill of subordinate entities 0 0 – subsidiaries 0 0 – joint subsidiaries 0 0

– affiliated entities 0 0

CHANGE IN GOODWILL – SUBSIDIARIES 31.12.2012 31.12.2011

a) opening gross goodwill 0 0

b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing gross goodwill 0 0

e) opening goodwill write-off 0 0 f) goodwill write-off for the period (due to) 0 0 g) closing goodwill write-off 0 0

h) closing net goodwill 0 0

CHANGE IN GOODWILL – JOINT SUBSIDIARIES 31.12.2012 31.1 2.2011





CHANGE IN GOODWILL – AFFILIATED ENTITIES 31.12.2012 31. 12.2011





34

2012 Annual Report

CHANGE IN NEGATIVE GOODWILL – SUBSIDIARIES 31.12.2012 31.1 2.2011

a) opening gross negative goodwill 0 0 b) increases (due to) 0 0

c) decreases (due to) 0 0 d) closing gross negative goodwill 0 0 e) opening negative goodwill write-off 0 0

f) negative goodwill write-off for the period (due to) 0 0 g) closing negative goodwill write-off 0 0 h) closing net negative goodwill 0 0

CHANGE IN NEGATIVE GOODWILL – JOINT SUBSIDIARIES 31.12.201 2 31.12.2011

a) opening gross negative goodwill 0 0

b) increases (due to) 0 0 c) decreases (due to) 0 0 d) closing gross negative goodwill 0 0

e) opening negative goodwill write-off 0 0 f) negative goodwill write-off for the period (due to) 0 0 g) closing negative goodwill write-off 0 0

h) closing net negative goodwill 0 0

CHANGE IN NEGATIVE GOODWILL – AFFILIATED ENTITIES 31.12.20 12 31.12.2011

a) opening gross negative goodwill 0 0 b) increases (due to) 0 0

c) decreases (due to) 0 0 d) closing gross negative goodwill 0 0 e) opening negative goodwill write-off 0 0

f) negative goodwill write-off for the period (due to) 0 0 g) closing negative goodwill write-off 0 0 h) closing net negative goodwill 0 0

CHANGE IN LONG-TERM FINANCIAL ASSETS (BY GENERIC GROUPS) 31.12.2012 31.12.2011


– shares 45 40 b) increases (due to) 0 5 – balance sheet valuation 0 5

c) decreases (due to) 0 0 – balance sheet valuation 0 0 d) closing balance 45 45 – shares 45 45

35

2012 Annual Report

Shares in subordinate entities

As for 31.12.2012, the Company had no shares in subordinate entities.

SHARES IN OTHER ENTITIES

Item

a b c d e f g h and

name of the entity,

including legal form

registered office

scope of business activity

balance sheet value of shares

entity's equity, including:

% of share capital owned

share in total no. of votes at

general meeting

value of shares

unpaid by the issuer

received or receivable

dividends for the last

accounting year

– share capital

1 Zoll Pool Hafen AG Hamburg

customs clearance and provision of harbour services

45 thous. PLN 350 thous.

EUR 2.86% 2.86%

SECURITIES, SHARES AND OTHER LONG -TERM FINANCIAL ASSETS (CURRENCY STRUCTURE)

CURRENCY 31.12.2012 31.12.2011


b1. in currency in thous. EUR 10 10 after conversion into thous. PLN 45 45


Securities, shares and other long-term financial ass ets in total 45 45

SECURITIES, SHARES AND OTHER LONG-TERM FINANCIAL ASSETS IN TOTAL (BY TRANSFERABILITY) 31.12.2012 31.12.2011

A. With unlimited transferability, listed on the stock exchange (balance sheet value) 0 0

a) shares (balance sheet value): 0 0

– revaluation corrections (for the period) 0 0 – opening value 0 0 – value by purchase prices 0 0

b) bonds (balance sheet value): 0 0 – revaluation corrections (for the period) 0 0 – opening value 0 0

– value by purchase prices 0 0 c) other – by generic groups (balance sheet value): 0 0 – revaluation corrections (for the period) 0 0

– opening value 0 0 – value by purchase prices 0 0

B. With unlimited transferability, listed on OTC markets (balance sheet value)

0 0

a) shares (balance sheet value): 0 0 – revaluation corrections (for the period) 0 0 – opening value 0 0

– value by purchase prices 0 0

b) bonds (balance sheet value): 0 0

36

2012 Annual Report

– revaluation corrections (for the period) 0 0

– opening value 0 0 – value by purchase prices 0 0 c) other – by generic groups (balance sheet value): 0 0


C. With unlimited transferability, not listed on the regulated market (balance sheet value) 45 45

a) shares (balance sheet value): 45 45 – revaluation corrections (for the period) 0 0

– opening value 0 0 – value by purchase prices 45 45 b) bonds (balance sheet value): 0 0


c) other – by generic groups (balance sheet value): 0 0 – revaluation corrections (for the period) 0 0 – opening value 0 0

– value by purchase prices 0 0 D. With limited transferability (balance sheet value) 0 0 a) shares (balance sheet value): 0 0


b) bonds (balance sheet value): 0 0 – revaluation corrections (for the period) 0 0 – opening value 0 0

– value by purchase prices 0 0 c) other – by generic groups (balance sheet value): 0 0 – revaluation corrections (for the period) 0 0

– opening value 0 0 – value by purchase prices 0 0 Value by purchase prices, in total 45 45

Total opening value 0 0 Total revaluation corrections (for the period) 0 0

Total balance sheet value 45 45

LONG-TERM LOANS GRANTED (CURRENCY STRUCTURE) CURRENCY 31.12.2012 31.12.2011


b1. in currency in thous. 0 0 after conversion into thous. PLN 0 0


Total long-term loans granted 0 0

37

2012 Annual Report

OTHER LONG-TERM INVESTMENTS (BY TYPE) 31.12.2012 31.12.2011

- 0 0

Total other long-term investments 0 0

CHANGE IN OTHER LONG-TERM INVESTMENTS (BY GENERIC GROUPS) 31.12.2012 31.12.2011

a) opening balance 0 0 b) increases (due to) 0 0

c) decreases (due to) 0 0 d) closing balance 0 0

OTHER LONG-TERM INVESTMENTS (CURRENCY STRUCTURE) CURRENCY 31.12.2012 31.12.2011


b1. in currency in thous. 0 0 after conversion into thous. PLN 0 0 other currencies in thous. PLN 0 0

Total other long-term investments 0 0

Note 5

CHANGE IN DEFERRED INCOME TAX ASSETS 31.12.2012 31.12.2011

1. Opening deferred income tax assets, including: 1,808 200

a) applied to the financial result 1,808 200

b) applied to equity 0 0

c) applied to goodwill or negative goodwill 0 0

2. Increases 33 1,808

a) applied to the financial result of the period in relation to negative temporary differences (due to)

33 1,808

– provision for balance sheet inspection costs 1 7

– receivables' revaluation write-offs 0 112

– provision for retirement gratuities and holiday 0 47

– payroll and ZUS liabilities 3 5

– provision for court cases 17 0

– cash exchange rate differences 0 1

– liabilities' valuation exchange rate differences 7 0

– value of amortisation in relation to lease payments 0 124

– amortisation differences 5 6 – receivables' valuation exchange rate differences 0 10 – leasing valuation exchange rate differences 0 86

– other provisions 0 84 – unpaid interest on loans 0 80 - tax loss to be settled in the following year 0 1,246

b) applied to the financial result of the period in relation to tax loss (due to) 0 0

- tax loss 0 0

38

2012 Annual Report

c) applied to equity in relation to negative temporary differences (due to) 0 0

d) applied to equity in relation to tax loss (due to) 0 0

e) applied to goodwill or negative goodwill in relation to negative temporary differences (due to) 0 0

3. Reductions 463 200

a) applied to the financial result of the period in relation to negative temporary differences (due to) 463 200

– provision for balance sheet inspection costs 0 6 – receivables' revaluation write-offs 75 109 – provision for retirement gratuities and holiday 9 33

– payroll and ZUS liabilities 0 8 – cash exchange rate differences 1 2 – value of amortisation in relation to lease payments 124 17

– amortisation differences 0 1 – receivables' valuation exchange rate differences 5 0 – leasing valuation exchange rate differences 86 0

– other provisions 83 12 – unpaid interest on loans 80 0 – shares' valuation exchange rate differences 0 1

– provision for tax accountancy 0 10 – unpaid interest on liabilities 0 1 b) applied to the financial result of the period in relation to tax loss (due to) 0 0

- tax loss 0 0

c) applied to equity in relation to negative temporary differences (due to) 0 0

d) applied to equity in relation to tax loss (due to) 0 0

e) applied to goodwill or negative goodwill in relation to negative temporary differences (due to) 0 0

4. Closing deferred income tax assets in total, including: 1,378 1,808

a) applied to the financial result 1,378 1,808 – provision for balance sheet inspection costs 8 7

– receivables' revaluation write-offs 37 112 – provision for retirement gratuities and holiday 38 47 – payroll and ZUS liabilities 8 5

– provision for court cases 17 0 – cash exchange rate differences 0 1 – liabilities' valuation exchange rate differences 7 0

– value of amortisation in relation to lease payments 0 124 – amortisation differences 11 6 – receivables' valuation exchange rate differences 5 10

– leasing valuation exchange rate differences 0 86 – other provisions 1 84 – unpaid interest on loans 0 80

- tax loss to be settled in the following year 1,246 1,246 b) applied to equity 0 0 c) applied to goodwill or negative goodwill 0 0

39

2012 Annual Report

OTHER PREPAYMENTS 31.12.2012 31.12.2011

a) prepaid expenses, including: 1,659 984

– revision repairs of carriages 1,382 791 - tyres for devices 4 3 - repairs of reloading devices 84 0

- subscription 0 1 - the right to use the fire tank 179 189 – other 10 0

b) other deferred income, including: 0 0

Other accruals and deferred income, in total 1,659 984

Note 6

INVENTORY 31.12.2012 31.12.2011

a) materials 242 223 b) semi-finished products and work-in-process products 331 371

c) finished products 0 0 d) goods 0 0 e) advances for deliveries 0 0

Total inventory 573 594

Note 7

SHORT-TERM RECEIVABLES 31.12.2012 31.12.2011

a) from related entities 2,395 4,217

– for deliveries and services, falling due: 2,395 1,483

– within 12 months 2,395 1,483

– in more than 12 months 0 0

– claimed in court 0 0

– other 0 2,734

b) receivables from other entities 14,855 21,151

– for deliveries and services, falling due: 13,833 19,553

– within 12 months 13,833 19,553

– in more than 12 months 0 0

– from tax, subsidy, customs, social security, health and other benefits 902 1,595

– claimed in court 0 0

– other 120 3

Total net short-term receivables 17,250 25,368

c) receivables' revaluation write-offs 196 591

Total gross short-term receivables 17,446 25,959

SHORT-TERM RECEIVABLES FROM RELATED ENTITIES 31.12.2012 31.12 .2011

a) for deliveries and services, including: 2,395 1,483

– from subsidiaries 0 0

– from joint subsidiaries 0 0

– from affiliated entities 0 0

– from a significant investor 0 0

– from the parent company 0 0

– from a partner of a joint subsidiary 0 0

– from other related entities 2,395 1,483

40

2012 Annual Report

b) other, including: 0 2,734







– from other related entities 0 2,734

c) claimed in court, including: 0 0







– from other related entities 0 0

Net short-term receivables from related entities, in total 2,395 4,217

d) revaluation write-offs for the receivables from related entities 0 0

Gross short-term receivables from related entities, in total 2,395 4,217

CHANGE IN SHORT-TERM RECEIVABLES' REVALUATION WRITE-OFFS 31.12.2012 31.12.2011

Opening balance 591 572 a) increases (due to) 58 19 – provision for receivables 58 19

b) decreases (due to) 453 0 - use 453 0

Closing short-term receivables' revaluation write-o ffs 196 591

GROSS SHORT-TERM RECEIVABLES (CURRENCY STRUCTURE) CURRENCY 31.12.2012 31.12.2011

a) in Polish currency 7,808 14,014 b) in foreign currencies (by currencies and after conversion into PLN) 9,638 11,945

b1. in currency in thous. EUR 2,309 2,471 after conversion into thous. PLN 9,420 10,914

b2. in currency in thous. USD 70 302 after conversion into thous. PLN 218 1 031

Total short-term receivables 17,446 25,959 RECEIVABLES FOR DELIVERIES AND SERVICES (GROSS) – WITH THE FOLLOWING PAYMENT PERIOD FROM THE BALANCE SHEET DATE:

31.12.2012 31.12.2011

a) up to 1 month 11,345 13,066

b) from more than 1 month up to 3 months 927 1,023

c) from more than 3 months up to 6 months 0 0

d) from more than 6 months up to 1 year 0 0

e) more than 1 year 0 0

f) overdue receivables 4,152 7,539

Total receivables for deliveries and services (gross) 16,424 21,628

g) revaluation write-offs for the receivables for deliveries and 196 591

41

2012 Annual Report

services

Total receivables for deliveries and services (net) 16,228 21,037

OVERDUE RECEIVABLES FOR DELIVERIES AND SERVICES (GROSS) – DIVIDED INTO RECEIVABLES NOT REPAID IN THE PERIOD:

31.12.2012 31.12.2011

a) up to 1 month 3,805 5,806

b) from more than 1 month up to 3 months 100 888

c) from more than 3 months up to 6 months 68 190

d) from more than 6 months up to 1 year 34 82

e) more than 1 year 145 573

Total overdue receivables for deliveries and services (gross) 4,152 7,539 f) revaluation write-offs for overdue receivables for deliveries and services 196 591

Total overdue receivables for deliveries and servic es (net) 3,956 6,948

Note 8

As on 31.12.2012 all the doubtful and disputable receivables are covered by revaluation write-offs.

Note 9

SHORT-TERM FINANCIAL ASSETS 31.12.2012 31.12.2011

a) in subsidiaries 0 0 – shares 0 0

– dividend and other participation in profit receivables 0 0 – debt securities 0 0 – other securities (by type) 0 0

– granted loans 0 0 – other short-term financial assets (by type) 0 0 b) in joint subsidiaries 0 0

– shares 0 0 – dividend and other participation in profit receivables 0 0 – debt securities 0 0

– other securities (by type) 0 0 – granted loans 0 0 – other short-term financial assets (by type) 0 0

c) in affiliated entities 0 0 – shares 0 0 – dividend and other participation in profit receivables 0 0


– other short-term financial assets (by type) 0 0 d) in a significant investor 0 0 – shares 0 0


– granted loans 0 0 – other short-term financial assets (by type) 0 0 e) in a partner of a joint subsidiary 0 0

– shares 0 0

42

2012 Annual Report

– dividend and other participation in profit receivables 0 0


– other short-term financial assets (by type) 0 0 f) in a parent company 0 0 – shares 0 0


– granted loans 0 0 – other short-term financial assets (by type) 0 0 g) in other entities 0 0

– shares 0 0 – dividend and other participation in profit receivables 0 0 – debt securities 0 0

– other securities (by type) 0 0 – granted loans 0 0 – other short-term financial assets (by type) 0 0

h) cash and cash equivalents 5,652 14,598 – cash in hand and at bank 196 4,175 – other cash 5,456 10,423

– other cash equivalents 0 0

Total short-term financial assets 5,652 14,598

43

2012 Annual Report

SECURITIES, SHARES AND OTHER SHORT-TERM FINANCIAL ASSETS (CURRENCY STRUCTURE)

CURRENCY 31.12.2012 31.12.2011

a) in Polish currency 0 0 b) in foreign currencies (by currencies and after conversion into PLN)

0 0

b1. in currency in thous. 0 0 after conversion into thous. PLN 0 0


Securities, shares and other short -term financial assets in total 0 0

SECURITIES, SHARES AND OTHER SHORT-TERM FINANCIAL ASSETS IN TOTAL (BY TRANSFERABILITY)

31.12.2012 31.12.2011

A. With unlimited transferability, listed on the stock exchange (balance sheet value) 0 0

a) shares (balance sheet value): 0 0 – fair value 0 0

– market value 0 0 – value by purchase prices 0 0 b) bonds (balance sheet value): 0 0

– fair value 0 0 – market value 0 0 – value by purchase prices (adjusted purchase price) 0 0

c) other – by generic groups (balance sheet value): 0 0 – fair value 0 0 – market value 0 0

– value by purchase prices 0 0

B. With unlimited transferability, listed on OTC markets (balance sheet value) 0 0

a) shares (balance sheet value): 0 0

– fair value 0 0 – market value 0 0 – value by purchase prices 0 0

b) bonds (balance sheet value): 0 0 – fair value 0 0 – market value 0 0

– value by purchase prices 0 0 c) other – by generic groups (balance sheet value): 0 0 – fair value 0 0

– market value 0 0 – value by purchase prices 0 0

C. With unlimited transferability, not listed on the regulated market (balance sheet value)

0 0

a) shares (balance sheet value): 0 0 – fair value 0 0 – market value 0 0

– value by purchase prices 0 0 b) bonds (balance sheet value): 0 0 – fair value 0 0 – market value 0 0 – value by purchase prices 0 0

44

2012 Annual Report

c) other – by generic groups (balance sheet value): 0 0 – fair value 0 0 – market value 0 0 – value by purchase prices 0 0 D. With limited transferability (balance sheet value) 0 0 a) shares (balance sheet value): 0 0 – fair value 0 0 – market value 0 0 – value by purchase prices 0 0 b) bonds (balance sheet value): 0 0 – fair value 0 0 – market value 0 0 – value by purchase prices 0 0 c) other – by generic groups (balance sheet value): 0 0 – fair value 0 0 – market value 0 0 – value by purchase prices 0 0 Value by purchase prices, in total 0 0 Total opening value 0 0 Total revaluation corrections (for the period) 0 0

Total balance sheet value 0 0

SHORT-TERM LOANS GRANTED (CURRENCY STRUCTURE) CURRENCY 31.12.2012 31.12.2011


b1. in currency in thous. 0 0 after conversion into thous. PLN 0 0 other currencies in thous. PLN 0 0

Total short-term loans granted 0 0

CASH AND CASH EQUIVALENTS (CURRENCY STRUCTURE) CURRENCY 31.12.2012 31.12.2011

a) in Polish currency 643 10,478 b) in foreign currencies (by currencies and after conversion into PLN) 5,009 4,121

b1. in currency in thous. EUR 1,193 817

after conversion into thous. PLN 4,875 3,610

b2. in currency in thous. USD 43 149

after conversion into thous. PLN 134 511

Total cash and cash equivalents 5,652 14,599

OTHER SHORT-TERM INVESTMENTS (BY TYPE) 31.12.2012 31.12.2011

- movables for sale 0 1,206

Total other short-term investments 0 1,206

45

2012 Annual Report

OTHER SHORT-TERM INVESTMENTS (CURRENCY STRUCTURE) CURRENCY 31.12.2012 31.12.2011

a) in Polish currency 0 1,206 b) in foreign currencies (by currencies and after conversion into PLN) 0 0

b1. in currency in thous. 0 0

after conversion into thous. PLN 0 0 other currencies in thous. PLN 0 0

Total other short-term investments 0 1,206

Note 10

SHORT-TERM PREPAYMENTS AND ACCRUALS 31.12.2012 31.12.2011

a) prepaid expenses, including: 1,185 832

– insurance 216 182

– subscription 3 13

– revision repairs of carriages 616 406

- tyres for devices 237 201

- the right to use tank 10 9

– other 103 21

b) other deferred income, including: 0 1,615

– Marco Polo subsidy 0 1,586

– revenue ate the turn of the year (2010/2011) 0 28

– other 0 1

Short-term prepayments and deferred income, in total 1,185 2,447

The company being the beneficiary of a subsidy under the Marco Polo II programme, in 2012 recorded revenues in respect of this programme in the amount of 1,402 thous. PLN. Marco Polo II Programme was implemented till 30 June 2012.

Note 11

In 2012 there were no circumstances/events that would require any assets' impairment write-offs to be made by the Company.

46

2012 Annual Report

Note 12

SHARE CAPITAL (STRUCTURE) on 31.12.2012

Series / issue

Type of shares

Type of preferential

rights attached to

shares

Type of limitation of

rights to shares

Number of shares

Value of the series /

issuance according to

the face value

Form of capital

coverage

Date of registrat

ion

Right to dividend (as of the date)

A registered 2 votes in General Meeting

no 32,539,332 32,539,332 from conversion

24-01-2008

31-12-2008

B ordinary bearer shares

no no 28,269,668 28,269,668 from conversion

16-09-2008

31-12-2008

C ordinary bearer shares

no no 6,756,556 6,756,556 share issuance

18-01-2010

31-12-2009

D ordinary bearer shares

no no 10,000,000 10,000,000 share issuance

02-01-2012

01-01-2011

Total no. of shares 77,565,556

Total share capital

77,565,556

Face value of one share (in PLN) = 1.00

As a result of completing the "Reverse SPO" transaction (described in the Annual statement for 2011 and in current reports submitted by the Company), on 2 January 2012, a district court having jurisdiction over the Company 's registered office issued a decision on registration of 10,000,000 Company shares of Series D, and in result registered an increase in the share capital of PCC Intermodal S.A. by PLN 10,000,000.

The table below presents Company's shareholder structure as on the date of submission of this report, compiled on the basis of the notifications received from shareholders (pursuant to Art. 69 and 87 of the Act on Public Offer and the Conditions for Admitting Financial Instruments to the Regulated System of Trading and on Publicly Traded Companies).

Shareholder

Shareh older structure as on 15 March 2013.

Number of shares

Participation in the share

capital

No. of votes in the GMS

Participation in the votes in

GMS PCC SE 48,000,000 61.88% 80,539,332 73.15% series A (with preferential rights attached) 32,539,332 41.95% 65,078,664 59.11%

series B (ordinary) 5,460,668 7.04% 5,460,668 4.96% series D (ordinary) 10,000,000 12.89% 10,000,000 9.08% DB Schenker Rail Polska S.A. 10,809,000 13.94% 10,809,000 9.82%

Other 18,756,556 24.18% 18,756,556 17.03%

Total 77,565,556 100.00% 110,104,888 100.00%

Note 13

OWN SHARES

Number Value by purchase price Balance sheet value Purpose of purchase Destination

- - - - -

47

2012 Annual Report

ISSUER'S SHARES OWNED BY SUBORDINATE ENTITIES

Name of entity, registered office Number Value by purchase price Balance sheet value

- - - - -

Note 14

SUPPLEMENTARY CAPITAL 31.12.2012 31.12.2011

a) from sale of shares above their face value 44,543 12,076 b) created statutorily 0 0 c) created in accordance with the articles of association / company deed above the statutorily required (minimum) value

63 63

d) from shareholders' / partners' additional contributions 0 0 e) other (by type) 0 0 - 0 0

Total supplementary capital 44,606 12,139

Note 15

REVALUATION RESERVE 31.12.2012 31.12.2011

a) from tangible assets revaluation 0 0 b) from gains / losses on valuation of financial instruments, including: 0 0

– from valuation of hedging instruments 0 0 c) from deferred tax 0 0 d) exchange rate differences from conversion of international branches 0 0

e) other (by type) 0 0

Total revaluation reserve 0 0

Note 16

OTHER RESERVE CAPITAL (BY INTENDED USE) 31.12.2012 31.12.2011

– unregistered contribution to share capital 0 10,000

– share premium less issue costs of issuance incurred up to 31.12.2011 0 32,480

Other reserve capital, in total 0 42,480

Note 17

NET INCOME WRITE-OFFS DURING THE ACCOUNTING YEAR (DUE TO) 31.12.2012 31.12.2012

- 0 0

Net income write -offs during the accounting year, in total 0 0

48

2012 Annual Report

Note 18

CHANGE IN DEFERRED INCOME TAX LIABILITY 31.12.2012 31.12. 2011

1. Opening deferred income tax liability, including: 150 50

a) applied to the financial result 150 50 - released provisions 150 50

b) applied to equity 0 0 c) applied to goodwill or negative goodwill 0 0 2. Increases 370 150

a) applied to the financial result of the period in relation to positive temporary differences (due to) 370 150

– cash exchange rate differences 2 0

– surplus of tangible assets net value over liabilities in respect of leasing 349 134

– investment credit valuation exchange rate differences 3 0 – liabilities' valuation exchange rate differences 0 16 – lease liabilities' valuation exchange differences 16 0

b) applied to equity in relation to positive temporary differences (due to) 0 0

c) applied to goodwill or negative goodwill in relation to positive temporary differences (due to) 0 0

3. Reductions 150 50

a) applied to the financial result of the period in relation to positive temporary differences (due to) 150 50

– lease 0 16

– liabilities' valuation exchange rate differences 16 0 – surplus of tangible assets net value over liabilities in respect of leasing 134 0 – other 0 34

b) applied to equity in relation to positive temporary differences (due to) 0 0

c) applied to goodwill or negative goodwill in relation to positive temporary differences 0 0

4. Closing deferred income tax liability, in total: 370 150

a) applied to the financial result 370 150 – cash exchange rate differences 2 0 – investment credit valuation exchange rate differences 3 0 – lease liabilities' valuation exchange differences 16 0 – liabilities' valuation exchange rate differences 0 16 – surplus of tangible assets net value over liabilities in respect of leasing 349 134 b) applied to equity 0 0 c) applied to goodwill or negative goodwill 0 0

49

2012 Annual Report

CHANGE IN LONG-TERM PROVISION FOR RETIREMENT AND SIMILAR BENEFITS (BY TITLES) 31.12.2012 31.12.2011


– provision for retirement gratuities 38 29



c) utilisation (due to) 0 0

- 0 0

d) release (due to) 38 29


e) closing balance 50 38


CHANGE IN SHORT-TERM PROVISION FOR RETIREMENT AND SIMILAR BENEFITS (BY TITLES) 31.12.2012 31.12.2011


– provision for unused holiday 210 144



c) utilisation (due to) 210 144


d) release (due to) 0 0

- 0 0

e) closing balance 149 210


CHANGE IN OTHER LONG-TERM PROVISIONS (BY TITLES) 31.12.2012 31.12.2011

a) opening balance 0 0 b) increases (due to) 0 0 c) utilisation (due to) 0 0

d) release (due to) 0 0 e) closing balance 0 0

CHANGE IN OTHER SHORT-TERM PROVISIONS (BY TITLES) 31.12.2012 31.12.2011

a) opening balance 695 144 - audit 37 32

– other 658 112 b) increases (due to) 200 695 - audit 40 37

– other 160 658 c) utilisation (due to) 695 144 - audit 37 32

– other 658 112 d) release (due to) 0 0 - 0 0

e) closing balance 200 695 - audit 40 37 – other 160 658

50

2012 Annual Report

Note 19

LONG-TERM LIABILITIES 31.12.2012 31.12.2011

a) towards subsidiaries 0 0 – loans and borrowings 0 0

– for issuance of debt securities 0 0 – other financial liabilities, including: 0 0 – finance lease contracts 0 0

– other (by type) 0 0 b) towards joint subsidiaries 0 0 – loans and borrowings 0 0


– other (by type) 0 0 c) towards affiliated entities 0 0 – loans and borrowings 0 0


– other (by type) 0 0 d) towards a significant investor 0 0 – loans and borrowings 0 0


– other (by type) 0 0 e) towards a partner of a joint subsidiary 0 0 – loans and borrowings, including: 0 0

– long-term in respect of the loan term 0 0 – for issuance of debt securities 0 0 – for dividends 0 0

– other financial liabilities, including: 0 0 – for deliveries and services, maturing: 0 0 – finance lease contracts 0 0

– other (by type) 0 0 f) towards the parent company 5,801 0 – loans and borrowings 5,801 0


– other (by type) 0 0 g) towards other entities 6,744 6,584 – loans and borrowings 864 0

– for issuance of debt securities 0 0 – other financial liabilities, including: 5,880 6,584 - deposits 0 1,135

– finance lease contracts 5,880 5,449 – other (by type) 0 0

Total long-term liabilities 12,545 6,584

51

2012 Annual Report

LONG-TERM LIABILITIES, WITH THE PAYMENT PERIOD FROM THE BALANCE SHEET DATE 31.12.2012 31.12.2011

a) from more than 1 year up to 3 years 10,559 5,865 b) from more than 3 years up to 5 years 1,986 719 c) more than 5 years 0 0


LONG-TERM LIABILITIES (CURRENCY STRUCTURE) CURRENCY 31.12.2012 31.12.2011

a) in Polish currency 1,203 1,223 b) in foreign currencies (by currencies and after conversion into PLN) 11,342 5,361

b1. in currency in thous. EUR 2,774 1,214 after conversion into thous. PLN 11,342 5,361 other currencies in thous. PLN 0 0


52

2012 Annual Report

LONG-TERM LIABILITIES FOR LOANS AND BORROWINGS

Name of the entity, including

legal form

Registered office

Loan / borrowing amount pursuant to the contract

Outstanding amount of the loan / borrowing Interest rate terms

Time limit for

payment Securities Othe

r in thous.

PLN in

currency unit currency in thous.

PLN in

currency unit currency

PCC SE Germany 5,801 1,419 thous. EUR 5,801 1,419 thous. EUR fixed interest rate 10-04-2015 - -

Nordea Bank Polska S.A. Poland 1,034 249 thous. EUR 864 211 thous. EUR EURIBOR 1M+

bank margin 05-10-2016

registered pledge on the

fixed asset Hyster RS 46-41

LS CH

-

LONG-TERM LIABILITIES FOR DEBT FINANCIAL INSTRUMENT S ISSUED

Debt financial instruments by type

Face value Interest rate terms Redemption date Guaranties / securities Additional rights Quotation market Other

- - - - - - - -

53

2012 Annual Report

Note 20

SHORT-TERM LIABILITIES 31.12.2012 31.12.2011

a) towards subsidiaries 0 0 – loans and borrowings, including: 0 0


– other financial liabilities, including: 0 0 – for deliveries and services, maturing: 0 0 – within 12 months 0 0

– in more than 12 months 0 0 – advances received for deliveries 0 0 – bill of exchange liabilities 0 0

– other (by type) 0 0 b) towards joint subsidiaries 0 0 – loans and borrowings, including: 0 0




– other (by type) 0 0 c) towards affiliated entities 0 0 – loans and borrowings, including: 0 0




– other (by type) 0 0 d) towards a significant investor 0 0 – loans and borrowings, including: 0 0




– other (by type) 0 0

54

2012 Annual Report

e) towards a partner of a joint subsidiary 0 0

– loans and borrowings, including: 0 0 – long-term in respect of the loan term 0 0 – for issuance of debt securities 0 0

– for dividends 0 0 – other financial liabilities, including: 0 0 – for deliveries and services, maturing: 0 0

– within 12 months 0 0 – in more than 12 months 0 0 – advances received for deliveries 0 0

– bill of exchange liabilities 0 0 – other (by type) 0 0 f) towards the parent company 432 768




– bill of exchange liabilities 0 0 – other (by type) 0 0 g) towards other related entities 323 49




– bill of exchange liabilities 0 0 – other (by type) 0 0 h) towards other entities 21,845 23,032

– loans and borrowings, including: 5,299 0 – long-term in respect of the loan term 5,299 0 – for issuance of debt securities 0 0

– for dividends 0 0 – other financial liabilities, including: 2,395 2,496 – for lease 2,395 2,496

– for deliveries and services, maturing: 13,256 16,282 – within 12 months 13,256 16,282 – in more than 12 months 0 0

– advances received for deliveries 0 0 – bill of exchange liabilities 0 0 – for tax, customs, insurance and other liabilities 502 561

– for payroll 80 42 – other (by type) 313 3,651 – settlements of non-financial fixed assets' purchase 254 973

55

2012 Annual Report

– other 59 2,678

i) special funds (by titles) 0 0

Total short-term liabilities 22,600 23,849 SHORT-TERM LIABILITIES (CURRENCY STRUCTURE) CURRENCY 31.12.2012 31.12.2011

a) in Polish currency 14,052 14,990 b) in foreign currencies (by currencies and after conversion into PLN)

8,548 8,859

b1. in currency in thous. EUR 1,888 1,814 after conversion into thous. PLN 7,717 8,012

b2. in currency in thous. USD 268 248 after conversion into thous. PLN 831 847 other currencies in thous. PLN 0 0

Total short-term liabilities 22,600 23,849

56

2012 Annual Report

SHORT-TERM LIABILITIES FOR LOANS AND BORROWINGS

Name of the entity, including

legal form

Registered office

Loan / borrowing amount pursuant to the contract

Outstanding amount of the loan / borrowing Interest rate

terms

Time limit for

payment Securities Other

in thous. PLN

in currency

unit currency in thous. PLN

in currency

unit currency

Nordea Bank Polska S.A. Poland 305 75 thous. EUR 305 75 thous. EUR EURIBOR 1M+

bank margin 31-12-

2013

registered pledge on the

fixed asset Hyster RS 46-41

LS CH

-

Nordea Bank Polska S.A. Poland 4,994 - thous. PLN 4,994 - thous. PLN WIBOR 1M+

bank margin 05-03-

2013

Surety granted by PCC SE,

assignment of receivables

paid in March 2013

SHORT-TERM LIABILITIES FOR DEBT FINANCIAL INSTRUMEN TS ISSUED

Debt securities by type Face value Interest rate terms Redemption date Guaranties / securities Additional rights Other

- - - - - - -

57

2012 Annual Report

Note 21

CHANGE IN NEGATIVE GOODWILL 31.12.2012 31.12.2011

Opening balance 0 0 a) increases (due to) 0 0

- 0 0 b) decreases (due to) 0 0 - 0 0 Closing balance of negative goodwill 0 0

OTHER ACCRUALS AND DEFERRED INCOME 31.12.2012 31.12.201 1

a) accrued expenses 0 0 – long-term (by type) 0 0

- 0 0 – short-term (by type) 0 0 - 0 0

b) deferred income 40 0 – long-term (by type) 0 0 - 0 0

– short-term (by type) 40 0 – 2012/2013 revenue 40 0

Other accruals and deferred income, in total 40 0

Note 22

Book value per one share Book value per one share was calculated as a quotient of equity capital and number of shares at the end of the given reporting period. The number of shares as at the end of 2011 was 67,565,556, while at the end of 2012 it was 77,565,556.

58

2012 Annual Report

EXPLANATORY NOTES TO OFF-BALANCE SHEET ITEMS

Note 23

CONDITIONAL RECEIVABLES FROM RELATED ENTITIES (DUE TO)

31.12.2012 31.12.2011

a) received guarantees and sureties, including: 0 0

– from subsidiaries 0 0 – from joint subsidiaries 0 0 – from affiliated entities 0 0

– from a significant investor 0 0 – from a partner of a joint subsidiary 0 0 – from the parent company 0 0

b) other (due to) 0 0 – including: from subsidiaries 0 0 – including: from joint subsidiaries 0 0

– including: from affiliated entities 0 0 – including: from a significant investor 0 0 – including: from a partner of a joint subsidiary 0 0

– including: from the parent company 0 0

Conditional receivables from related entities, in t otal 0 0

CONDITIONAL LIABILITIES TOWARDS RELATED ENTITIES (DUE TO) 31.12.2012 31.12.2011

a) granted guarantees and sureties, including: 0 0 – for subsidiaries 0 0

– for joint subsidiaries 0 0 – for affiliated entities 0 0 – for a significant investor 0 0

– for a partner of a joint subsidiary 0 0

– for the parent company 0 0

b) other (due to) 0 0 – including: for subsidiaries 0 0 – including: for joint subsidiaries 0 0

– including: for affiliated entities 0 0 – including: for a significant investor 0 0 – including: for a partner of a joint subsidiary 0 0

– including: for the parent company 0 0

Conditional liabilities towards related entities, i n total 0 0

59

2012 Annual Report

EXPLANATORY NOTES TO THE INCOME STATEMENT

Note 24

NET REVENUE FROM SALES OF PRODUCTS (BY TYPES OF ACTIVITY) 31.12.2012 31.12.2011

– shipping services 16,380 9,805

– including: from related entities 12,406 8,160 – intermodal transport services 161,652 155,347 – including: from related entities 14,579 9,470 Net revenue from sales of products, in total 178,032 165,152 – including: from related entities 26,985 17,630

NET REVENUE FROM SALES OF PRODUCTS (BY TERRITORY) 31.12.2012 31.12.2011

a) Poland 88,538 89,817

– including: from related entities 15,736 11,227 b) export 78,647 72,673 – including: from related entities 11,249 6,403

c) other 10,847 2,662 Net revenue from sales of products, in total 178,032 165,152 – including: from related entities 26,985 17,630

Note 25

NET REVENUE FROM SALES OF GOODS AND MATERIALS (BY TYPES OF ACTIVITY) 31.12.2012 31.12.2011

Net revenue from sales of goods and materials, in t otal 0 0 – including: from related entities 0 0

NET REVENUE FROM SALES OF GOODS AND MATERIALS (BY TERRITORY) 31.12.2012 31.12.2011

a) Poland 0 0 – including: from related entities 0 0

b) export 0 0 – including: from related entities 0 0 Net revenue from sales of goods and materials, in total 0 0

– including: from related entities 0 0

60

2012 Annual Report

Note 26

COSTS BY TYPE 31.12.2012 31.12.2011

a) amortisation 4,247 2,138

b) consumption of materials and energy 6,037 3,517

c) outsourced services 167,133 144,707

d) taxes and charges 1,396 463

e) payroll 10,642 8,873

f) social security and other benefits 2,040 1,535

g) other prime costs (due to) 1,158 937

- 0 0

Costs by type, in total 192,653 162,170 Change in the inventory, products as well as prepayments and accruals (1,424) (263)

Cost of manufacturing of products for entity's own needs (negative value) (162) (144)

Selling costs (negative value) 0 0

General administration costs (negative value) (12,548) (12,196)

Cost of manufacturing of the products sold 178,519 149,567

Note 27

OTHER OPERATING REVENUE 31.12.2012 31.12.2011

a) released provisions (due to) 38 173 – provision for retirement and disability benefits 38 173

b) other, including: 615 635 – fines and damages 302 428 – disclosure of fixed assets 0 20

– other 313 187

Other operating revenue, in total 653 808

Note 28

OTHER OPERATING COSTS 31.12.2012 31.12.2011

a) created provisions (due to) 288 248

– for retirement gratuities 49 38

– for holiday 149 210

– other provisions 90 0

b) other, including: 713 600

– related to damages 264 345 - settlement of partners' participation in the Marco Polo scheme

146 192

- discontinued investments 0 10

– other 303 53

Other operating costs, in total 1,001 848

In the period from 01.01.2012 to 31.12.2012 the Company created additional write-offs which revalued overdue receivables to the amount of 58 thous. PLN.

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2012 Annual Report

Note 29

FINANCIAL REVENUE FROM DIVIDEND AND PARTICIPATION IN PROFIT 31.12.2012 31.12.2011

a) from related entities, including: 0 0

– from subsidiaries 0 0 – from joint subsidiaries 0 0 – from affiliated entities 0 0

– from a significant investor 0 0 – from a partner of a joint subsidiary 0 0 – from the parent company 0 0

b) from other entities 0 0

Financial revenue from dividend and pa rticipation in profit, in total 0 0

FINANCIAL REVENUE FROM INTEREST 31.12.2012 31.12.2011

a) on borrowings granted 0 0

– from related entities, including: 0 0 – from subsidiaries 0 0 – from joint subsidiaries 0 0

– from affiliated entities 0 0 – from a significant investor 0 0 – from a partner of a joint subsidiary 0 0

– from the parent company 0 0 – from other entities 0 0 b) other interest 149 191

– from related entities, including: 0 0 – from subsidiaries 0 0 – from joint subsidiaries 0 0

– from affiliated entities 0 0 – from a significant investor 0 0 – from a partner of a joint subsidiary 0 0

– from the parent company 0 0 – from other entities 149 191

Total financial revenue from interest 149 191

OTHER FINANCIAL REVENUE 31.12.2012 31.12.2011

a) positive exchange differences 0 11,069

– realised 0 10,985 – unrealised 0 84 b) released provisions (due to) 0 0

- 0 0 c) other, including: 0 0 – extinguished financial liabilities 0 0

– other 0 0

Other financial revenue, in total 0 11,069

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2012 Annual Report

Note 30

FINANCIAL COSTS RELATED TO INTEREST 31.12.2012 31.12.2011

a) on loans and borrowings 524 423 – for related entities, including: 0 423

– for subsidiaries 0 0 – for joint subsidiaries 0 0 – for affiliated entities 0 0

– for a significant investor 0 0 – for a partner of a joint subsidiary 0 0 – for the parent company 0 423

– for other related entities 0 0 – for other entities 524 0 b) other interest 0 237

– for related entities, including: 0 0 – for subsidiaries 0 0 – for joint subsidiaries 0 0

– for affiliated entities 0 0 – for a significant investor 0 0 – for a partner of a joint subsidiary 0 0

– for the parent company 0 0 – for other related entities 0 0 – for other entities 0 237

Financial costs related to interest, in total 524 660

OTHER FINANCIAL COSTS 31.12.2012 31.12.2011

a) negative exchange differences 80 11,206 – realised 593 10,698 – unrealised (513) 508

b) created provisions (due to) 0 0 - 0 0 c) other, including: 7 25

– loan service costs 0 0 – other costs 7 25

Other financial costs, in total 87 11,231

Note 31

Profit (loss) on sale of all or part of the shares of subordinate entities. In 2012, the Company had no subordinate entities.

Note 32

EXTRAORDINARY GAINS 31.12.2012 31.12.2011

a) acts of God 0 0 b) other (by title) 0 0

Extraordinary gains, in total 0 0

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2012 Annual Report

Note 33

EXTRAORDINARY LOSSES 31.12.2012 31.12.2011

a) acts of God 0 0 b) other (by title) 0 0

Extraordinary losses, in total 0 0

Note 34

CURRENT INCOME TAX 31.12.2012 31.12.2011

1. Gross profit (loss) (13,799) 2,663

2. Consolidation adjustments 0 0

3. Differences between the gross profit (loss) and taxation base for the income tax (by titles) (1,171) (2,663)

– receivables' revaluation write-offs 59 19

– unpaid remuneration plus related expenditure 19 (18) – provisions for retirement gratuities 11 9 – provision for unused holiday (60) 66

– provisions for other costs (346) 337 – unpaid interest on liabilities 0 0 – budgetary interest 1 1

– balance sheet valuation exchange differences (547) 669 – representation costs 87 71 - donations 78 0 – principal instalments of the lease (financial from the accounting point of view – operating from the taxation point of view)

(425) (497)

– amortisation differences 26 25 – unpaid interest on receivables 0 0 – State Fund for Rehabilitation of the Disabled 179 130

– payers' remuneration (3) (2) - membership contributions 22 0 - interest on loan (420) 420

– other 148 22 – previous years' loss 0 (3,915) 4. Taxation base for the income tax (14,970) 0

5. Income tax in accordance with the 19% rate 0 0 6. Tax increases, waivers, exemptions, deductions and reductions 0 0

7. Current income tax indicated (demonstrated) in the tax return for the period, including: 0 0

– demonstrated in the income statement 0 0 – relating to the positions which decreased or increased shareholders' equity 0 0

– relating to the positions which decreased or increased goodwill or negative goodwill 0 0

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2012 Annual Report

DEFERRED INCOME TAX PRESENTED IN THE INCOME STATEMENT: 31.12.2012 31.12.2011

– reduction (increase) due to emergence and reversal of temporary differences 650 (1,508)

– reduction (increase) due to change of tax rates 0 0 – reduction (increase) due to a previously unregistered tax loss, tax reduction or previous period's temporary difference

0 0

– reduction (decrease) due to assets' write-off due to deferred income tax or lack of possibility to use the provision for the deferred income tax

0 0

– other components of the deferred tax (by title) 0 0

- 0 0

Deferred income tax, in total 650 (1,508)

TOTAL AMOUNT OF THE DEFERRED TAX 31.12.2012 31.12.2011

– included in equity 0 0 – included n goodwill or negative goodwill 0 0

INCOME TAX PRESENTED IN THE INCOME STATEMENT, RELATING TO: 31.12.2012 31.12.2011

– discontinued operations 0 0 – result on extraordinary operations 0 0

Note 35

OTHER OBLIGATORY CHARGES ON PROFIT (INCREASES OF LOSS), DUE TO: 31.12.2012 31.12.2011

- 0 0

Other obligatory cha rges on profit (increases of loss), in total 0 0

Note 36

PARTICIPATION OF SUBORDINATE ENTITIES IN NET PROFITS (LOSSES) ESTIMATED BY MEANS OF EQUITY METHOD, INCLUDING:

31.12.2012 31.12.2011

– subordinate entities' goodwill write-offs 0 0

– subordinate entities' negative goodwill write-offs 0 0 – write-off of the difference in net assets' valuation 0 0

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2012 Annual Report

Note 37

PROFIT DISTRIBUTION 31.12.2012 31.12.2011

Net profit 0 4,171 – coverage of previous years' loss 0 4,171

- dividend payment 0 0

Loss sustained in 2012 is planned to be covered from next years' profit. Note 38

Profit (loss) per one ordinary share

Profit (loss) per ordinary share has been calculated based on the following assumptions:

� the shares privileged in respect of voting rights are treated as ordinary shares;

� weighted average number of ordinary shares = weighted average diluted number of ordinary

shares in 2012 was 77,538,234 shares.

Profit (loss) per share was calculated as a quotient of the net profit/loss and the weighted average number of shares in a given reporting period.

EXPLANATORY NOTE TO THE CASH FLOW STATEMENT

The difference between cash indicated in the cash flow statement in item „G. Cash closing balance” in the amount of 5,663 thous. PLN and cash indicated in the balance sheet in item „II.3.1.c) Cash and cash equivalents” (5,652 thous. PLN) results from adjustment made on the basis of the change of cash amount resulting from foreign exchange differences in the amount of 11 thous. PLN.

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2012 Annual Report

B. Additional explanatory notes

1. Financial instruments

The main financial instruments used by the Company include leases, bank credits and loans and cash. The main purpose of these financial instruments is to raise funds for the Company's operations. The Company also has other financial instruments such as receivables and liabilities for deliveries and services that arise directly from its operations.

The main risks arising from the Company's financial instruments include interest rate risk, liquidity risk, foreign currency risk and credit risk. The Management Board reviews and agrees rules for managing each of these risks - these rules are summarised below. The Company also monitors the market price risk arising from all financial instruments that it holds. In the period covered by the statement, the Company did not use any derivative instruments.

1.1. Financial instruments' classification

Recitals Financial

assets held for trading

Financial liabilities held

for trading

Loans granted and receivables

Held-to-maturity

financial assets

Financial assets

available for sale

Other financial liabilities

Closing balance for 31 December 2012, including:

0 0 21,973 0 45 34,504

Assets 0 0 21,973 0 45 0 – long-term financial assets in other entities – shares

0 0 0 0 45 0

- long-term receivables - deposits

0 0 93 0 0 0

- receivables for deliveries and services

0 0 16,228 0 0 0

- cash and cash equivalents 0 0 5,652 0 0 0

Equity and liabilities 0 0 0 0 0 34,504

– long-term liabilities towards other entities – bank credits

0 0 0 0 0 864

– long-term liabilities towards other entities – loans

0 0 0 0 0 5,801

– long-term liabilities towards other entities – leases

0 0 0 0 0 5,880

– short-term liabilities towards other entities – bank credits

0 0 0 0 0 5,299

– short-term liabilities towards other entities – leases

0 0 0 0 0 2,395

- trade liabilities 0 0 0 0 0 13,942 - other liabilities 0 0 0 0 0 323

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2012 Annual Report

Recitals Financial

assets held for trading

Financial liabilities held

for trading

Loans granted and receivables

Held-to-maturity

financial assets

Financial assets

available for sale

Other financial liabilities

Closing balance for 31 December 2011, including:

0 0 38,419 0 45 27,152

Assets 0 0 38,419 0 45 0 – long-term financial assets in other entities – shares

0 0 0 0 45 0

- long-term receivables - deposits

0 0 50 0 0 0

- receivables for deliveries and services

0 0 21,037 0 0 0

- other receivables 0 0 2,734 0 0 0 - cash and cash equivalents 0 0 14,598 0 0 0

Equity and liabilities 0 0 0 0 0 27,152

– long-term liabilities towards other entities – leases

0 0 0 0 0 5,449

– long-term liabilities towards other entities – deposits

0 0 0 0 0 1,135

– short-term liabilities towards other entities – leases

0 0 0 0 0 2,496

- trade liabilities 0 0 0 0 0 17,099

- other liabilities 0 0 0 0 0 973

1.2. Interest rate risk

The Company has liabilities under lease and credit agreements for which interest is computed on a floating interest rate. Therefore there is a risk of interest rates increase in relation to the contract date (increase in debt servicing costs). Information on liabilities subject to interest rate risk is shown below.

During the reporting period, the Company held liabilities bearing floating interest rate, and the lack of assets to offset risk. Due to slight variations in interest rates in recent periods, as well as the lack of expected rapid changes in interest rates in subsequent reporting periods, the Company did not apply interest rate hedging, considering that the interest rate risk was not significant. Regardless of the current situation, the Company monitors its exposure to interest rate risk and interest rate forecasts and does not preclude adoption of protective measures in the future.

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2012 Annual Report

The following table presents the balance-sheet value of the Company's financial instruments exposed to interest rate risk, broken down into different age categories.

As for 31.12.2012

Fixed interest rate <year 1-3 years 3-5 years Total

Liabilities 806 6,698 0 7,504 Bank credits 0 0 0 0 Loans 0 5,801 0 5,801 Financial lease liabilities 806 897 0 1,703

Floating interest rate <year 1-3 years 3-5 years To tal

Liabilities 6,888 3,861 1,986 12,735 Bank credits 5,299 610 254 6,163 Loans 0 0 0 0 Financial lease liabilities 1,589 3,251 1,732 6,572

As for 31.12.2011

Fixed interest rate <year 1-3 years 3-5 years Total

Liabilities 1,028 1,665 0 2,693 Bank credits 0 0 0 0 Loans 0 0 0 0 Financial lease liabilities 1,028 1,665 0 2,693

Floating interest rate <year 1-3 years 3-5 years To tal

Liabilities 1,468 3,065 719 5,252 Bank credits 0 0 0 0 Loans 0 0 0 0 Financial lease liabilities 1,468 3,065 719 5,252

Floating rate interest on financial instruments is updated at intervals of less than one year. Fixed rate interest on financial instruments is determined for the entire period to maturity / due date of these instruments. Other financial instruments of the Company, which are not included in the above tables, are not interest bearing and are therefore not subject to interest rate risk.

1.3. Currency risk

The Company is exposed to currency risk. A significant part of the Company's sales is conducted in foreign currencies. Costs of purchased services are also incurred in different currencies. Currency risk is associated primarily with changes in exchange rates of EUR and USD. Exposure to risk associated with other currencies is not material.

As at 31 December 2012 currency receivables amounted to 9,579 thous. PLN, which accounted for 59% of total receivables for goods and services. In the comparative period, this value was 11,492 thous. PLN, which accounted for 55% of total receivables for goods and services.

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2012 Annual Report

The closing balance of currency receivables as at 31 December 2012 consisted of:

� receivables in EUR in the amount of (after conversion into PLN) 9,361 thous. PLN

� receivables in USD in the amount of (after conversion into PLN) 218 thous. PLN

The closing balance of currency receivables as at 31 December 2011 consisted of:

� receivables in EUR in the amount of (after conversion into PLN) 10,463 thous. PLN

� receivables in USD in the amount of (after conversion into PLN) 1,029 thous. PLN

As at 31 December 2012 currency liabilities amounted to 8,202 thous. PLN, which accounted for 48% of total liabilities for goods and services. In the comparative period, as at 31 December 2011, these values were 8,859 thous. PLN and 52% respectively.

The closing balance of currency liabilities as at 31 December 2012 consisted of:

� liabilities in EUR in the amount of (after conversion into PLN) 7,371 thous. PLN

� liabilities in USD in the amount of (after conversion into PLN) 831 thous. PLN

The closing balance of currency liabilities as at 31 December 2011 consisted of:

� liabilities in EUR in the amount of (after conversion into PLN) 8,012 thous. PLN

� liabilities in USD in the amount of (after conversion into PLN) 847 thous. PLN

Foreign exchange risk also relates to the Company's cash and cash equivalents, credits, loans and leases. Any adverse changes in exchange rates of foreign currencies, in which the Company carries out clearing or makes payments, may adversely affect the business, financial condition or results of Company operations..

As at 31 December 2012, currency credits, loans and leases amounted to 13,479 thous. PLN, which accounted for 67% of total financial liabilities. In the comparative period, these values were 6,999 thous. PLN and 77% respectively.

As at 31 December 2012, cash and cash equivalents in the currency amounted to 5,009 thous. PLN, which accounted for 89% of total cash and cash equivalents. In the comparative period, these values were 4,121 thous. PLN and 28% respectively.

The Company also holds shares and long-term receivables, amounting to 15 thous. EUR and other payables of 17 thous. EUR, but due to their low value, these items were considered irrelevant.

The Company monitors the exposure to foreign exchange risk, but recognising the risk as insignificant in its business, uses a natural hedging. In the event of significant increase in such risk, the Company allows for the use of appropriate financial instruments, especially derivatives.

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2012 Annual Report

1.4. Market risk sensitivity analysis

Position in the financial statements

as at 31.12.2012

Value in thous. PLN

Interest rate risk Currency risk

Impact on the result Impact on capital Impact on the result Impact on capital +100 pb in PLN

-100 pb in PLN

+100 pb in PLN

-100 pb in PLN

+15% in PLN/USD

-15% in PLN/USD

+15% in PLN/USD

-15% in PLN/USD

+100 pb in USD

-100 pb in USD

+100 pb in USD

-100 pb in USD

+15% in PLN/EUR

-15% in PLN/EUR

+15% in PLN/USD

-15% in PLN/USD

+100 pb in EUR

-100 pb in EUR

+100 pb in EUR

-100 pb in EUR

Assets 22,018 0 0 0 0 2,200 (2,200) 0 0

Long-term financial assets in other entities – shares

45 0 0 0 0 6 (6) 0 0

Long-term receivables - deposits 93 0 0 0 0 3 (3) 0 0

Receivables for deliveries and services 16,228 0 0 0 0 1,440 (1,440) 0 0

Cash and cash equivalents 5,652 0 0 0 0 751 (751) 0 0

Equity and liabilities 34,504 (127) 127 0 0 (3,263) 3,263 0 0

Trade liabilities 13,942 0 0 0 0 (1,230) 1,230 0 0

Bank credits 6,163 (62) 62 0 0 (221) 221 0 0 Loans 5,801 0 0 0 0 (870) 870 0 0

Lease liabilities 8,275 (66) 66 0 0 (931) 931 0 0 Other liabilities 323 0 0 0 0 (10) 10 0 0

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2012 Annual Report

The Company assessed potential changes in market risk as follows:

� 1% change in PLN percentage rate (growth or drop in the percentage rate)

� 1% change in EUR percentage rate (growth or drop in the percentage rate)

� 15% change of PLN/USD exchange rate (growth or drop in the exchange rate);

� 15% change of PLN/EUR exchange rate (growth or drop in the exchange rate);

The above values were determined on an annual basis. The sensitivity analysis carried out by the Company does not consider the impact of taxation.

1.5. Price risk

The Company is not exposed to price risk related to financial instruments, but there is a risk of adverse changes in prices of services - both provided and purchased by the Company.

Increase in the number of companies dealing with intermodal transport resulted in intensive competition and price war, which in 2012 led to fees decline at certain routes below the break-even point. The Company has taken steps to strengthen sales in the most profitable sectors and to increase rates, even at the expense of losing the less profitable sectors.

The Company is also exposed to rising prices of purchased materials and services. Cooperation with some suppliers is based on signed contracts with fixed rates, but most of the prices of services provided to the Company depend on the current economic situation and market competition.

1.6. Credit risk

The Company is exposed to credit risk, defined as the risk that creditors will not fulfil their obligations, which may result in loss for the Company. Maximum exposure to credit risk as at 31.12.2012 was PLN 16,321 thous. and has been estimated as the balance-sheet value of financial receivables.

As for 31.12.2012 Overdue receivables that have not lost their value

Age structure of of financial receivables

Nominal value of

receivables

Due receivables that have not lost their value

<30 days

31-90 days

91-180 days

>181 days

Receivables for deliveries and services 16,228 12,272 3,805 100 51 0

Other financial receivables 93 93 0 0 0 0

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2012 Annual Report

As for 31.12.2011 Overdue receivables that have not lost their value

Age structure of financial receivables

Nominal value of

receivables

Due receivables that have not lost their

value

<30 days

31-90 days

91-180 days

>181 days

Receivables for deliveries and services 21,037 14,089 5,806 888 190 64

Other financial receivables 2,784 2,784 0 0 0 0

In the opinion of the Management Board, there is no significant concentration of credit risk, as the Company has a number of customers (see point 6.2 of the Management Board Report). The share of 10 largest receivables for goods and services in total receivables for goods and services at the balance-sheet date (31.12.2012) amounted to 53.5%.

The company takes measures to reduce credit risk, inter alia by checking credibility of customers and current monitoring of their situation. These measures are taken in line with internal procedures and regulations. Due to small (in the opinion of the Board) risk of customers insolvency, receivables are not covered by trade credit insurance.

Considering the above, in the opinion of the Board, the credit risk has been recognised in the financial statement through write-offs.

Write-offs on credit losses 01.01.2012 - 31.12.2012 01.01.2011 - 31.12.2011

As on 1 January 591 572

Increases - write-off charged to other operating expenses 58 19

Release - reversed write-off in other operating income 0 0

Use 453 0 As on 31 December 196 591

The credit risk associated with money deposited in banks is considered to be insignificant, as the Company has entered into transactions with institutions with an established financial position.

1.7. Liquidity-related risk

The Company is exposed to liquidity risk, defined as the risk of losing the ability to meet its liabilities in a timely manner. The risk is due to potential restrictions on access to financial markets, which may result in the inability to obtain new financing or refinancing for its debt. The level of risk will increase with the increase of the scale of the Company's investments.

In the opinion of the Board, taking into account the worse financial condition of the Company in the past year, there is a risk of short-term loss of liquidity, resulting from the mismatch of liabilities maturity dates and cash inflow. PCC Intermodal S.A. will try to limit this risk by ensuring adequate income stream, such as from EU subsidies, credits, leases and short-term loans.

Analysis of financial liabilities at intervals is shown below. The presented amounts are undiscounted cash flows, which represent the Company's maximum exposure to risk.

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2012 Annual Report

As for 31.12.2012 Liabilities due within the period

Age structure of financial liabilities

Total liabilities <30 days 31 to 90

days 91 to 180

days 180 to 360

days

>365 days (see a note

below)

Trade liabilities 13,942 13,426 406 13 31 66 Bank credits 6,163 25 51 76 5,147 864

Loans 5,801 0 0 0 0 5,801 Financial lease liabilities 8,275 139 407 617 1,232 5,880 Other financial liabilities 323 323 0 0 0 0 Total financial liabilities 34,504 13,590 864 706 6,410 12,611

Liabilities due over 365 days 1-3 years 3-5 years > 5 years

Trade liabilities 66 0 0 Bank credits 610 254 0 Loans 5,801 0 0

Financial lease liabilities 4,148 1,732 0 Other financial liabilities 0 0 0 Total financial liabilities 10,625 1,986 0

As for 31.12.2011 Liabilities due within the period

Age structure of financial liabilities

Total liabilities

<30 days

31 to 90 days

91 to 180 days

180 to 360 days

>365 days (see a note

below) Trade liabilities 17,099 16,896 36 38 19 110 Bank credits 0 0 0 0 0 0

Loans 0 0 0 0 0 0 Financial lease liabilities 7,945 624 312 471 1,089 5,449 Other financial liabilities 2,108 973 0 0 0 1,135 Total financial liabilities 27,152 18,493 348 509 1,108 6,694

Liabilities due over 365 days 1-3 years 3-5 years > 5 years

Trade liabilities 110 0 0

Bank credits 0 0 0 Loans 0 0 0 Financial lease liabilities 4,730 719 0 Other financial liabilities 1,135 0 0 Total 5,975 719 0

1.8. Capital management

The Company manages its capital in order to preserve its ability to continue operations, including investment plans, so that it can generate returns for shareholders and benefits to other stakeholders. The Company monitors the return on capital and debt to equity ratio.

In the years presented in this report, these ratios were as follows:

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2012 Annual Report

Indicator Formula 2011 2012

Equity profitability net income/equity 4.7% -19.6% Equity debt long- and short-term liabilities / shareholders' equity 34.5% 47.7%

The increase in the debt to equity ratio is due to the Company's increased debt with the decreasing value of equity (financial loss incurred).

2. The data concerning off-balance sheet items, in particular conditional liabilities, including also guarantees and sureties (including a vals) granted by the Issuer, with specific indication of those granted to affili ated entities

The Company has no conditional receivables and liabilities.

3. Data concerning any liabilities towards the nati onal budget or local government budgets due to the acquisition of the ownership right to bu ildings and structures

In the presented reporting periods the Company did not have any liabilities towards the national budget or local government budgets due to ownership rights to buildings and structures.

4. Information about revenue, costs and results of the operations discontinued in a given period or planned to be discontinued in the next pe riod

The Company did not discontinue any of its operations in the presented periods and is not planning to discontinue any of its operations in the next period.

5. Cost of production of tangible assets under cons truction, tangible assets for Company's own needs

In 2012, the cost of manufacturing the products for entity's own needs amounted to 162 thous. PLN, while in 2011 it was 144 thous. PLN.

6. Capital expenditures incurred and planned to be incurred in the next 12 months from the balance-sheet date, including non-financial fixed a ssets

Expenditures incurred in 2012 8.2 million PLN – including for environmental protection 0 Expenditures planned to be incurred in 2013 74 million PLN. – including for environmental protection 0

The planned scope of future investments has been described in the Report of the Management Board on the activities in point 7 and 9.

7.1. Information about significant transactions concluded by the Issuer with related entities based on terms other than market terms, together with their amounts and information about nature of such transactions

The company did not conclude with its related entities any significant transactions on terms other than the market terms.

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2012 Annual Report

7.2. Figures concerning related entities

The following tables show the total amount of transactions with related entities.

01.01.2012 - 31.09.2012

Revenues from sales to related entities

Revenues from sales of

products and services


goods and materials

Revenues from sales of fixed assets and intangible

assets

Other operating revenue

– to the parent company 0 0 0 0

- to other related entities 26,985 0 0 32

Total revenue 26,985 0 0 32

01.01.2012 - 31.09.2012

Purchases from related entities

Purchase of products

and services

Purchase of goods and materials

Purchase of fixed assets and

intangible assets

License for the use of the trade

mark Other

– from the parent company 0 0 0 1,647 72

- from other related entities 6,870 258 11 0 76

Total purchases 6,870 258 11 1,647 148

In addition to these costs, in the profit and loss account for the year 2012 there are included financial costs from related entities in the amount of 9 thous. PLN.

01.01.2011 - 31.12.2011

Revenues from sales to related entities


products and services

Revenues from sales of goods and

materials

Revenues from sales of fixed assets and intangible assets

– to the parent company 0 0 0

- to other related entities 17,630 0 0 Total revenues from sales to related entities 17,630 0 0

01.01.2011 - 31.12.2011

Purchases from related entities

Purchase of products

and services

Purchase of goods and materials

Purchase of fixed assets and

intangible assets

License for the use of the trade

mark Other

– from the parent company 0 0 0 1,572 0

- from other related entities 1,905 202 0 0 76

Total purchases from related entities 1,905 202 0 1,572 76

In addition to these costs, in the profit and loss account for the year 2011 there are included financial costs from related entities in the amount of 423 thous. PLN.

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2012 Annual Report

Receivables from related entities 31.12.2012 31.12. 2011

– from the parent company 0 2,734 – from other related entities 2,395 1,483 Total eceivables from related entities 2,395 4,217

Liabilities towards related entities 31.12.2012 31. 12.2011

– from the parent company 6,233 768

– from other related entities 323 49

Total liabilities towards related entities 6,556 817

7a) Information about the nature and economic purpo se of the contracts concluded by the Issuer and not presented in the balance sheet in th e scope necessary to evaluate their impact on the economic and financial situation and on the net income

In 2012 the Company did not conclude any contracts which have not been included in the financial statement and which might have an impact on the economic and financial situation and on the net income.

8. Information about common undertakings which are not subject to consolidation

In the reporting period there were no common undertakings that would not be subject to consolidation.

9. Information about average employment, divided in to professional groups

Recitals 2012 2011

Blue-collar positions 47 33 White-collar positions 146 118

Total 193 151

10. Information about the total value of remunerati on, awards or benefits paid, due or potentially due, separately for every person managi ng and supervising the Issuer in Issuer's enterprise

Below: remuneration and other benefits paid in 2012 and 2011 to the members of the Management Board and Supervisory Board in PLN.

Management Board

Wages Additional health insurance

2012 2011 2012 2011

Dariusz Stefański 480,000.00 680,000.00 2,438.40 2,337.00

Adam Adamek 360,000.00 510,000.00 2,438.40 2,367.00

Total 840,000.00 1,190 000.00 4,876.80 4,704.00

Supervisory Board Wages

2012 2011

Alfred Pelzer 60,300.00 63,000.00

Wojciech Paprocki 43,200.00 42,000.00

Piotr Juś 21,240.00 42,000.00

Mirosław Pawełko 2,057.14 42,000.00

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2012 Annual Report

Andreas Schulz 0.00 0.00

Daniel Ozon 41,314.29 0.00

Artur Jędrzejewski 21,960.00 0.00

Total 190,071.43 189,000.00

11. Information about unpaid advance payments, loan s, borrowings, guarantees, sureties or other contracts pursuant to which the Issuer, its s ubsidiaries, joint subsidiaries and its affiliated entities are to receive considerations

None

11a. Information about terms and conditions of coop eration with an entity authorised to audit the financial statement

On 27 April 2012 an agreement was signed with BDO Sp. z o.o. with its registered office in Warsaw, ul. Postępu 12, 02-676 Warsaw, entered into the list of entities authorised to audit financial statements at No 3355, concerning:

� inspection of a mid-year, individual financial statement drawn up as on 30.06.2012 –

PLN 15,000 fee;

� inspection of an annual, individual financial statement: drawn up as on 31.12.2012 - PLN

31,000 fee;

� verification of a consolidation package prepared as on 31.12.2012 – PLN 9,000 fee;

� tax consulting services – PLN 7,500 fee;

� other services – PLN 32,000 fee;

The above fee does not include additional contract-related costs incurred by BDO Sp. z o.o., which are settled based on actual expenses (not more than 10% of the contract value).

Based on earlier contracts, BDO Sp z o.o. carried out the following:

� inspection of a mid-year, individual financial statement drawn up as on 30.06.2011 –

PLN 14,000 fee;

� inspection of an annual, individual financial statement: drawn up as on 31.12.2011 - PLN

28,000 fee;

� verification of a consolidation package prepared as on 31.12.2011 – PLN 9,000 fee.

� other services – PLN 7,773 fee

The above fees also did not include additional contract-related costs incurred by BDO Sp. z o.o., which will be settled based on actual expenses (not more than 10% of the contract value).

12. Information about significant events related to previous years and presented in the financial statement for the current period

In 2012 there were no significant events related to previous years that would require to be presented in this financial statement.

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2012 Annual Report

13. Information about significant events that occur red after the balance sheet date and not included in the financial statement

In the opinion of the Management Board, in the period from the balance sheet date for which the annual financial statement was made, that is 31 December 2012, and the date on which this report was drawn up, no events occurred which might have had any significant impact on future financial results of the Company.

14. Information about relations between the legal p redecessor and the Issuer and about the manner and scope of taking over the assets and equi ty & liabilities

In 2012 there was no change of Company status.

15. Financial statement and comparable financial da ta, at least in relation to the basic items of the balance sheet and income statement, adjusted wi th appropriate inflation rate, giving its source and the method of use thereof, with the peri od of the last financial statement used as the base period – if the accumulated midyear inflat ion rate from the period of the last three years of Issuer's operation has achieved or exceede d 100%

Accumulated midyear inflation rate from the period of the last three years of Issuer's operation has not achieved or exceeded 100% and therefore the data in the financial statement have not been adjusted with the inflation rate.

16. Comparison and interpretation of differences be tween the data presented in the financial statement and the comparable financial data and the previously prepared and published financial statements

N/A.

17. Changes of the accounting principles (policy) u sed and method of drawing up of the financial statement made in relation to the previou s accounting year (years), causes, designations and impact of the financial effects of such changes on the economic and financial situation, liquidity, financial result and profitab ility

In 2012 the Company did not make any significant changes in the accounting principles used and in the method of drawing up of a financial statement.

From 1 January 2013 the Company changed the accounting principles used - from the Polish ones to IAS. This statement is the last statement drawn up under the Polish Accounting Act.

18. Error adjustments, their causes, designations a nd impact of their financial effects on the economic and financial situation, liquidity, financ ial result and profitability

In 2012 the Company did not identify any essential errors and did not enter any adjustments thereof into the books.

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2012 Annual Report

19. In the case of any uncertainty as regards the p ossibility to continue the operation, description of such uncertainties and declaration o n the existence of such an uncertainty as well as indication whether the financial statement contains any related adjustments. The information should also include a description of ac tions taken or planned to be taken by the issuer in order to eliminate such uncertainties

Company's financial statement was drawn up with the going concern assumption. There are also no circumstances that would indicate any threat to the going concern in the foreseeable future.

20. If the financial statement is drawn up for the period during which there was a merger, indication that the financial statement was made af ter the merger of companies and indication of the date of the merger and the method used to pr esent an account for the merger (purchase, uniting of shares)

N/A.

21. If the equity method was not used in the financ ial statement to valuate the shares in subordinate entities, the effects of the use of suc h method and its impact on the financial result should be presented

N/A.

22. Information about a consolidated financial stat ement

In 2012 the Company was neither a parent company, nor a substantial investor and did not draw up a consolidated financial statement.

Financial statements of PCC Intermodal S.A. are subject to full consolidation conducted by its parent company – PCC SE.

As mentioned in the previous sections of the statement, the Company acquired, in January 2013, 100% shares in PCC Intermodal GmbH and for periods after 31 December 2012 it will prepare consolidated financial statements.

23. Information other than the information presente d above which might have a significant impact on evaluation of the economic and financial situation, financial result and changes thereof

The Company does not have any information other than that presented in this statement which might have a significant impact on evaluation of the economic and financial situation and financial result of the entity.

15 March 2013

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2012 Annual Report

XIII. THE REPORT OF THE MANAGEMENT BOARD ON COMPANY ’S ACTIVITIES

1. Characteristics of the activity

PCC Intermodal S.A. focuses on two main areas of activity:

� intermodal transport services, including door-to-door transport of containers based on regular rail connections between ports and terminals, synchronised car transport within 150 km from the cargo handling terminal and terminal services such as reloading, handling trains, storage of containers, cleaning, maintenance and repair of containers;

� forwarding services.

Company's operation is based on 4 land cargo handling terminals located in Brzeg Dolny (in the area leased from PCC Rokita S.A.), in Gliwice (in the area leased from the Silesian Logistics Centre - Śląskie Centrum Logistyki Sp.o.o.), in Kutno (own terminal) and in Frankfurt (Oder) (in the area leased from the city of Frankfurt - the terminal managed by the related company - PCC Intermodal GmbH). PCC Intermodal S.A. offers regular connections between these terminals and seaports in Gdańsk, Gdynia, Hamburg, Bremerhaven and Rotterdam.

Land transport of containers to/from land terminals is organised by subcontractors, the cooperation with which is based on individual orders or concluded agreements.

The entity responsible for organisation of logistics processes is company's headquarters in Gdynia whilst offices in Jaworzno, Brzeg Dolny, Gliwice and Kutno ensure efficiency and coordination of the said processes.

PCC Intermodal S.A. operation is based on its own and rented railway platforms. On 31.12.2012 the Company had 456 of 60-, 80- and 90-degree platforms.

2. Company's development strategy

The strategy of PCC Intermodal S.A. includes:

� construction and putting into operation of a modern network of terminals in strategic locations

of intermodal transport development in the country;

� launching and optimisation of the network of regular container trains in international transport

corridors: north-south (Adriatic-Baltic Landbridge) and east-west (NCMP - North Continent

Main Ports: Rotterdam - Antwerp - Hamburg / Bremerhaven);

� limiting of the long-distance road transport of containers in Poland by taking the cargo from

roads to railway tracks and maintaining, at the same time, high quality of customer services;

� achieving a position of a leading logistics operator in the market of intermodal transport in the

Central Eastern Europe.

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3. Shareholder structure

The table below presents Company's shareholder structure as at 31 December 2012, drawn up on the basis of the notifications received from shareholders (pursuant to Art. 69 and 87 of the Act on Public Offer and the Conditions for Admitting Financial Instruments to the Regulated System of Trading and on Publicly Traded Companies).

Shareholder Number of

shares

Participati on in the share

capital



GMS

PCC SE - series A (privileged in respect of voting rights)

32,539,332.00 41.95% 65,078,664 59.11%

PCC SE - series B (ordinary) 5,460,668.00 7.04% 5,460,668 4.96%

PCC SE - series D (ordinary) 10,000,000.00 12.89% 10,000,000 9.08%

PCC SE - total 48,000,000.00 61.88% 80,539,332 73.15%

DB Schenker Rail Polska S.A. series B (ordinary)

10,809,000.00 13.94% 10,809,000 9.82%

Other - series B and C (ordinary)

18,756,556.00 24.18% 18,756,556 17.03%

Total 77,565,556.00 100.00% 110,104,888 100.00%

To the knowledge of the Company's Management Board no other shareholder has, directly or indirectly, shares authorising them to at least 5% of the total number of votes in the general meeting.

The series A shares are privileged in respect of voting rights and give their owner the right to 2 votes per every share. All series A shares are owned by PCC SE.

DB Schenker Rail

61,88%

13,94%

24,18%

Shareholding structure according to percentage in th e share capital

PCC SE

Polska S.A.

Other

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2012 Annual Report

4. Group of Companies

In 2012, PCC Intermodal S.A. was not a parent company in the meaning of the Accounting Act of 29 September 1994 and did not have any subordinate entities which would be subject to consolidation. With the acquisition of 100% shares in PCC Intermodal GmbH in January 2013 (see point 13 of this report of the Management Board), the Company became the parent company.

The Company is a part of the PCC Group – an international holding which belongs to PCC SE – a company with its registered office in Duisburg (Germany) which is also the major shareholder of PCC Intermodal S.A. PCC SE owns in total 48 000 000 of Company's shares which constitutes 61,88% of Company's share capital and gives PCC SE the right to exercise 73,15% of votes in the general meeting of shareholders (the situation as on the date of drawing up of this report). The PCC Group conducts its business activity in the following branches of industry: chemistry, power engineering and transport. Financial statements of PCC Intermodal S.A. are subject to full consolidation conducted by its parent company – PCC SE.

5. Information on the Management Board and the Supe rvisory Board

The Company's governing body is the Management Board composed of:

� Dariusz Stefański – President of the Management Board,

� Adam Adamek – Vice President of the Management Board.

Both members of the Management Board held their positions for the entire period from 1 January to 31 December 2012.

The Company's supervisory body is the Supervisory Board. On 31.12.2012 the Supervisory Board was composed of:

� Alfred Pelzer – Chairperson of the Supervisory Board,

� Wojciech Paprocki – Vice Chairperson of the Supervisory Board,

� Thomas Hesse – Member of the Supervisory Board,


73,15%

9,82%

17,03%

Shareholding structure according to participation in the votes in GMS

PCC SE

DB Schenker Rail Polska S.A.

Other

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2012 Annual Report


6. Economic and financial standing of the Company

6.1. Sale structure and quantitative statistics

The core business of PCC Intermodal S.A. is the organisation of intermodal transport, which generates 91% of sales revenue. 9% of revenue is attributable to freight forwarding activities.

Participation of particular fields of activity in generation of sales revenue in 2011 and 2012 was the following:

In 2012 the Company recorded slight increase of transported containers in relation to the previous year (5.7%). The number of containers transported throughout 2012 amounted to 94.5 thous. (151.1 thous. TEU), with 89.4 thousand units (141.2 thous. TEU) in 2011.

A chart below presents a number of transported containers in individual quarters of 2011 and 2012.

91%

9%

Revenue structure by activity in 2012

intermodal transport forwarding

94%

6%

Revenue structure by activityin 2011

intermodal transport forwarding

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2012 Annual Report

94 548

89 431 2011

2012

6.2. Major suppliers and recipients

The structure of the Company's suppliers did not change significantly in 2012 compared to 2011: still more than 40% of purchased services come from three contractors. The main suppliers of PCC Intermodal S.A .in 2012 were the following companies:

Supplier Participation in the costs of materials and services sold

Relation to PCC Intermodal S.A.

LOTOS KOLEJ Sp. z o.o. 23.0% unrelated company ITL Eisenbahngesellschaft mbH 16.9% unrelated company MSC Poland Sp. z o.o. 4.0% unrelated company

The degree of customers portfolio diversification did not change as compared to last year. The share of sales to three largest customers in 2012 amounted to approximately 27% of total sales, which means that it remained at the same level as in 2011. The following were three major customers of the Company in 2012.

Recipient Share in sales revenue

Relation to PCC Intermodal S.A.

MSC Poland Sp. z o.o. 11.5% unrelated company A.P.Moller -Maersk A/S 8.6% unrelated company PCC Rokita S.A. 7.3% related company

20 114 21 837

23 385 24 095 23 927

23 372 24 710

22 539

-

5 000

10 000

15 000

20 000

25 000

30 000

Q1 Q2 Q3 Q4

Number of transported containers in individual quar ters of2011 and 2012 (in pieces)

2011

2012

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2012 Annual Report

6.3. Employment

A table below presents the number of persons employed in the Company at the end of 2011 and 2012, according to place of employment.

Place of employment As for 31.12.2012 As for 31.12.2011 Brzeg Dolny 31 28 Gdynia 84 78 Jaworzno 6 7 Gliwice 36 37 Kutno 37 31 Total 194 181

In 2012 the number of employees increased by 7.2% in comparison to 2011.

6.4. Investment projects

Total invested funds in 2012 amounted to about8.2 million PLN . Last year the Company continued to invest in terminal infrastructure - total expenditure over 1.87 million PLN, as shown in the below summary.

Terminal Capital expenditure on infrastructure in t hous. PLN

Kutno 211 Brzeg Dolny 834 Gliwice 521 Frankfurt 72 Tczew 228

In addition, the Company purchased means of transport worth about 5.2 million PLN, including four cargo handling equipment for a total of 4.5 million PLN. Other investments included IT equipment, intangible assets, etc.

The Company has also paid an advance of 1,419 thous. EUR against the construction of crane at the terminal in Frankfurt - a joint investment with the city of Frankfurt.

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2012 Annual Report

6.5. Selected balance sheet positions

Selected balance sheet positions in thous. PLN)

31.12.2012 31.12.2011 Dynamics 2012/2011 in thous.

PLN Structure in thous. PLN Structure

Fixed assets 84,919 77.5% 75,400 63.0% 12.6%

Current assets 24,660 22.5% 44,213 37.0% -44.2%

Inventory 573 0.5% 594 0.5% -3.5%

Receivables 17,250 15.7% 25,368 21.3% -32.0%

Short-term investments 5,652 5.2% 15,804 13.2% -64.2%

Short-term prepayments 1,185 1.1% 2,447 2.0% -51.6%

Total assets 109,579 100.0% 119,613 100.0% -8.4%

Equity 73,625 67.2% 88,087 73.6% -16.4%

Liabilities and provisions for liabilities 35,954 32.8% 31,526 26.4% 14.0%

Provisions 769 0.7% 1,093 0.9% -29.6%

Long-term liabilities 12,545 11.5% 5,449 5.6% 90.5%

Short-term liabilities 22,600 20.6% 24,984 19.9% -5.2%

Accruals 40 0.0% - 0.0% 0.0%

Total equity and liabilities 109,579 100.0% 119,613 100.0% -8.4%

The value of total assets at 31.12.2012 was lower by 8.4% as compared to the end of 2011 and amounted to 109,579 thous. PLN. Fixed assets increased by 12.6% y/y, mainly as a result of the Company's investments in tangible and intangible assets. The value of non-current assets decreased significantly (by 44.2% y/y), especially as regards cash (decrease by 64.2% y/y). Improved dues collection resulted in their lower carrying value at the end of 2012 in comparison to the end of 2011. Higher value of short-term prepayments at the end of 2011 - as compared to 2012 - results from the fact that the EU subsidy Marco Polo II was included in this item in 2011 and was fully settled in 2012.

The main position of Company's equity and liabilities is the equity capital, the participation of which in the sources of financing decreased from 73.6% in 2011 to 67.2% at the end of 2012.

Leverage ratios prove that there is still a significant degree of self-financing and low general indebtedness of the Company – the outside capital is less than 30% of the balance sheet total. However, due to the investments, and the loss-making operations, the Company increased use of external sources of funding - especially long-term borrowings.

In 2012, the Company incurred a long-term investment credit in the amount of 323 thous. EUR to buy a reachstacker and an operating credit in the current account with a limit of 5 million PLN to finance current operations. In addition, the loan agreement was signed with PCC SE (parent company) in the amount of 1,419 thous. EUR for the purchase of a crane at the terminal in Frankfurt. At the end of 2012, the debt in respect of credits and loans amounted to: in the long-term part - 6,665 thous. PLN and in the short term part - 5,299 thous. PLN.

The Company retains the right composition of financing the assets - the constant capital finances all fixed assets and part of current assets.

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2012 Annual Report

6.6. Selected items of the income statement

Selected items of the income statement in thous. PLN Dynamics

2012/2011 01.01-31.12.2012 01.01-31.12.2011 Net revenue from sales of products, goods and materials 178,032 165,152 7.8%

Cost of products, goods and materials sold 178,519 149,567 19.4%

Gross profit (loss) on sales (487) 15,585

Profit (loss) on sales (13,035) 3,389

Other operating revenue 699 808 -13.5%

Other operating expenses 1,001 902 11.0%

Operating profit (loss) (13,337) 3,295

Financial revenue 149 191 -22.0%

Financial expenses 611 823 -25.8%

Gross profit (loss) (13,799) 2,663

Net profit (loss) (14,449) 4,171

178 032

165 152 2011

2012

36 733 39 102

43 354 45 963

44 294 47 072 45 465

41 201

-

5 000

10 000

15 000

20 000

25 000

30 000

35 000

40 000

45 000

50 000

Q1 Q2 Q3 Q4

Sales revenue in individual quarters of 2011 a nd 2012(in thou. PLN)

2011

2012

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2012 Annual Report

Revenues generated by the Company in 2012 amounted to 178,032 thous. PLN and were higher by 7.8% compared to those for 2011. The sales revenues for 2012 include revenues from the Marco Polo II subsidy in the amount of 1,402 thous. PLN (4,704 thous. PLN for 2011). This subsidy was settled in full in 2012.

When we compare revenues in each quarter of 2011 and 2012 we can see a gradual increase in the value of sales, with the exception of the third and fourth quarter of 2012. Among reasons for sales growth one may mention inter alia increased competition in the transport market. The increased involvement and aggressive pricing policy of other rail carriers and other intermodal operators resulted in the reduced share of PCC Intermodal SA in the market.

In 2012, the Company incurred a loss from sale amounting to 13,035 thous. PLN, as compared to profit of 3,389 thous. PLN for 2011. An increasing number of companies dealing with intermodal transport, with an increase in operating costs (modernisation of the railway infrastructure and inadequate balance of import-export traffic), has resulted in a price war, which in the second half of 2012 led to fees decline at certain routes below the break-even point. The Company has taken steps to reduce costs and increase revenues, in order to improve profitability in the coming periods.

A negative result on the remaining operating activity is primarily the result of the settlement of costs in respect of partners' participation in the Marco Polo programme in the amount of 146 thous. PLN.

Loss on financial activities in the amount of 462 thous. PLN is mainly due to the costs of incurred debt in the total amount of 524 thous. PLN and the negative balance of foreign exchange in the amount of 80 thous. PLN. Financial revenue consists of interest on the funds deposited in banks (149 thous. PLN).

-8,1% -8,3%

-4,5%

-8,6% - 8,0% - 8,3%

-5,2%

-11,2% -12,0%

-10,0%

-8,0%

-6,0%

-4,0%

-2,0%

0,0%

Q1 Q2 Q3 Q4

Profit margin in individual quarters of 2012

Profit margin Net profitability

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2012 Annual Report

6.7. Selected financial ratios

Selected financial ratios Formula 2012 2011

Profitability ratio

Return on sales sales result/sales revenue -7.3% 2.1%

EBIT profitability operating result/sales revenue -7.5% 2.0%

EBITDA profitability (operating result + amortisation) / sales revenue -5.1% 3.3%

Net profitability net income/sales revenue -8.1% 2.5%

ROA net income/total assets -13.2% 3.5%

ROE net income/closing balance of shareholders' equity -19.6% 4.7%

Liquidity ratio

1st degree liquidity current assets/short-term liabilities 1.1 1.9

2nd degree liquidity (current assets-inventory)/short-term liabilities 1.1 1.8

Current assets management ratios

Rotation of receivables (in days)

average trade receivables / revenue from sale of services *365 days 38 41

Rotation of liabilities (in days)

average trade liabilities / costs of services sold *365 days 30 43

Debt ratio

General debt ratio long- and short-term liabilities / assets 32.1% 25.4%

Shareholders' equity debt ratio

long- and short-term liabilities / shareholders' equity 47.7% 34.6%

Debt-to-equity ratio long-term liabilities / equity 17.0% 7.5 % *) average balance of receivables, inventories and liabilities is calculated as an arithmetic mean of the value of items of the opening balance and the closing balance.

Profitability and liquidity ratios

As a result of the Company's operating loss incurred in 2012, there has been a deterioration in EBIT margin ratio. There is also a negative EBITDA value, which despite investments and increased amortisation was not rebuilt as compared to 2011.

The liquidity ratios in 2012 deteriorated in relation to 2011 and they equalled 1.1 (current liquidity and quick liquidity). Reduction of the value of ratios in 2012 resulted from Company's investments and additional operating loss. The Company manages liquidity risk by applying for EU subsidies, by issuance of shares, and by financing its operations with credit, loans and lease. Due to insignificant participation of inventory in the structure of assets the values of both ratios are very similar.

The debt to asset ratio

With the continuous control by the Company of the flow of receivables, there has been a significant improvement in the area of assets management. Average period of cash inflow from receivables decreased from 41 days in 2011 to 38 days at the end of 2012, despite an increase in sales during that time. Average repayment period shortened in the same period by 13 days.

Debt ratios are maintained at a safe level, but they significantly increased in the reporting period, reflecting the increased share of foreign capital funding.

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2012 Annual Report

7. Prospects of Company's development and factors s ignificant to the development of Issuer's company

Continuation of Company's investment operations and development

The development strategy of PCC Intermodal S.A. involves the construction and development of a network of intermodal container terminals. Currently, the Company organises national and international transport of containers based on the following four cargo handling terminals: Kutno, Brzeg Dolny, Gliwice, Frankfurt. In the coming years, terminals of PCC Intermodal S.A. will undergo the process of modernisation and development in order to meet the growing transport needs of economic regions in which they are located.

In addition, it is planned to build two brand new container terminals at the so-called. "eastern wall" of the country. This location will allow the Company to offer intermodal services throughout Poland. According to the idea of intermodal transport, the radius of container transport from / to the land terminal should not exceed 150 km.

The biggest investment of the Company is to be the construction of dry port at the back of seaports of Trójmiasto –Intermodal Container Yard (ICY) in Zajączkowo Tczewskie. ICY is a project of construction of logistics and distribution facilities that will enable effective and efficient handling of cargo and the optimisation of the supply chain both from the sea into the land (and vice versa) and in intra-European relations from west to east and from north to south.

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2012 Annual Report

These investment projects will be implemented in the long term and their completion date depends on the Company's financial condition and ability to obtain financing.

The activities of PCC Intermodal SA in 2013 will aim to increase the utilisation of carrying capacity of trains on existing routes (no plans to launch new routes) and to improve profitability.

The external and internal factors which have had or might have (in the future) an impact on the development of PCC Intermodal S.A. are, for example :

� better offer and the dynamic development of Polish ports, which allows to procure more

containers for intermodal freight;

� EU projects in respect of supporting the increase of intermodal transport competitiveness in

Poland; these activities result in a chance to procure a non-repayable, partial financing of

terminal investments – e.g. within the scope of Activity 7.4: Development of intermodal

transport of the Operational Programme Infrastructure and Environment (the company has

already signed two agreements on co-funding) - and the Company's operations - for example,

the EU Marco Polo programme (the company took advantage of the programme in 2009-

2012);

� actions of Polish lawmakers - creation of the Council for Intermodal Transport in the Ministry of

Transport, Construction and Maritime Economy, RTO, which is to work on the improvement of

conditions for the development of intermodal transport in Poland (PCC Intermodal SA is a

member);

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2012 Annual Report

� increased competition, which on the one hand increases the volumes transported, but on the

other hand leads to decrease in profitability;

� high railway transport costs, resulting in the risk of decrease in competitiveness of intermodal

transports in relation to direct road transports;

� intersectoral competition between rail and road transport rather than cooperation in favour of

intermodal transport (rail and road);

� financial market conditions affecting the foreign exchange risk, interest rates risk and the

availability of funding sources;

� strong, stable group of companies PCC SE which backs up PCC Intermodal S.A.;

� experienced and skilled management team;

8. PCC Intermodal S.A. at the Warsaw Stock Exchange

In November 2011, PCC Intermodal SA conducted the transaction of "Reverse SOP" and issued 10 million subscription warrants each convertible into shares of series D with a total nominal value of 10 million PLN. The market value of the transaction amounted to 44 million PLN. On 2 January 2012, the increased Company's share capital was registered by the court and on 13 February 2012 the newly issued Company's shares were admitted to trading at the Warsaw Stock Exchange.

Below: a chart presenting performance of PCC Intermodal S.A. shares from the date of their listing, i.e. from 18 December 2009.

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2012 Annual Report

9. Planned investments and evaluation of the possib ility of their implementation

In the years 2013-2015 PCC Intermodal S.A. plans to carry out the following investments:

� development of an intermodal terminal in Kutno - realisation of the second, third and fourth

stage of infrastructure and purchase of gantry cranes in order to maximise the efficiency of the

facility;

� development of an intermodal terminal in Brzeg Dolny - expansion at the PCC Rokita area and

increasing the handling capacity of the facility to handle cargo flows to and from the region;

� development of an intermodal terminal in Gliwice - on 14.12.2012 an agreement was signed

with Śląskie Centrum Logistyki S.A. to extend the lease of the terminal for a period of 30

years; in connection with the expansion of the terminal in Gliwice, areas secured by the

Company for investment in Sosnowiec (investment plot with access to the railway siding) will

be offered for sale;

� participation in the development of an intermodal terminal in Frankfurt - the owner and

principal investor is the city of Frankfurt (Oder), and PCC Intermodal S.A. is the manager; the

terminal, equipped with efficient gantry cranes, will be PCC Intermodal hub between Poland

and Western Europe;

� ongoing repair and maintenance of rolling stock and handling equipment.

In addition, the Company is preparing to build a dry port - Intermodal Container Yard in Pomerania. Currently, the conceptual works are carried out. The first formal actions are planned for 2013. Construction of the facility will begin in 2014. The Company plans to put the object (the first stage) to use at the end of 2015.

The main funding sources will be:

� subsidies under the Operational Programme Infrastructure and Environment, Activity 7.4 - the

Company has signed two agreements: on 24.10.2012 - an agreement on co-funding the

terminal expansion in Brzeg Dolny (maximum subsidy amount is approximately 21.7 million

PLN) and on 13.12.2012 - an agreement on co-funding the construction of terminal in Kutno

(maximum subsidy amount is more than 32 million PLN) and has applied for co-funding for the

terminal expansion in Gliwice;

� loans from financial institutions and major shareholder - PCC SE.

Currently, PCC Intermodal S.A. is negotiating with financial institutions in order to obtain additional debt financing directly from these institutions, so as not to make its activities dependent on its main shareholder.

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2012 Annual Report

10. Description of important risk factors and hazar ds, including the degree to which the Company is exposed to such risk

Risk related to the macroeconomic situation

The Company, like the entire transport industry, operates in complex socio-economic conditions. Demand for transport services depends both on the trends and moods of the global economy, processes and phenomena in the European market as well as on the health and competitiveness of the Polish economy on the international stage. The economic slowdown is expected to reduce the transport dynamics in 2012-2014, which, with increasing competition, may result in the reduction of the Company's revenue growth dynamics.

Competition-related risk

An increasing number of companies dealing with intermodal transport, with high level of operating costs, became the nucleus of a devastating price war, which in 2012 led to a decline in rates on a number of transport routes - which in some cases means a decrease of rates to the level balancing on the verge of profitability. Growing competition results in a reduction of margins and deterioration of financial results. PCC Intermodal S.A. tries to limit this risk by continuous improvement of quality of offered services, improvement of utilisation of trains and further optimisation of operating costs.

Risk of insufficient utilisation of trains

The basic factor which has an impact on Company's financial results is utilisation of the transport capacity of trains on particular railway routes. For this reason, optimisation of the train utilisation area is of extreme importance. PCC Intermodal S.A. tries to react to the changes in demand in a flexible manner and to adjust the number of operated trains to received orders for transport of containers.

Risk associated with the deterioration of quality o f service

There is a risk of deterioration in the quality of services and increase in operating costs primarily due to inadequate point infrastructure (terminals) and because of the poor condition of linear infrastructure (ongoing modernisation and reconstruction of railway lines). The high cost of access to railway infrastructure of very poor quality diminishes the quality of service (long transit time) and leads to a decline in the profitability of intermodal transport.

Risk related to construction of intermodal terminal s

In relation to the planned construction of new cargo handling terminals and development of the existing ones, there is a risk related to, for example, unfavourable weather conditions, prolonging administrative procedures or unexpected delays at the construction site which might result in delays of project implementation.

Risk related to financing sources

The Company takes into consideration financing of the investments into new terminals partially from bank loans and therefore the situation in the financial market and loan policy of financial institutions are of great importance. Credit rating of the Company and offered interest rate will have an impact on the cost of planned investments and their completion dates.

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Risk related to EU subsidies

The Company signed two agreements under the Operational Programme Infrastructure and Environment, Activity 7.4, to co-finance construction of the terminal in Kutno and expansion of the terminal in Brzeg Dolny. In order to receive EU funds it is necessary to properly settle these projects. Thus, there is a risk of reducing the amount of subsidy awarded, in the event of any defects or irregularities.

Interest rate risk

The Company is exposed to interest rate risk in connection with the leasing, credit and loan contracts (floating interest rate based on WIBOR / EURIBOR). The Company has not hedged the interest rate but it monitors the market situation in this respect.

Currency risk

Part of the revenue and costs generated by the Company is cashed in foreign currencies, mainly in EUR. The Company offsets the foreign exchange risk by means of the natural currency hedging which, in the opinion of the Management Board, limits the risk of losses resulting from possible exchange rate changes.

Risk related to insolvency of recipients

Natural part of business is to conduct the Company's sales with deferred payments. The fact of not receiving payments from the recipients due to their insolvency may have a negative impact on Company's financial results and its ability to pay its liabilities. In order to reduce the risk of insolvency the Company monitors, on an ongoing basis, the inflow from receivables and the financial standing of its individual clients. The Company analyses the financial credibility of its prospective customers and, on the basis of the evaluation of their financial standing, adjusts the terms and conditions of cooperation, including payment terms, to the potential risk. The Company uses the services of credit information agencies and is developing a recovery system. The company introduces and develops the internal control systems of receivables.

Risk of loss of financial liquidity

Primary liquidity risk is due to the loss in the Company's operating activities. In addition, intensive investment process conducted by the Company requires significant funds. The Company manages the liquidity risk by monitoring cash flow on a regular basis and by adjusting the dates of inflow from receivables to the dates of payment of liabilities. It also secures the sources of financing by applying for EU subsidies, bank credits and the proceeds from its main shareholder.

11. Information on proceedings before a court, an a uthority competent for arbitration proceedings or before a public administration autho rity

In the period from 01.01.2012 to 31.12.2012 there were six court proceedings with participation of PCC Intermodal S.A.

The value of the said disputes, individually or jointly, does not constitute 10% of Company's equity and settlement thereof has no impact on the operation or financial standing of the Company.

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12. Information on the contracts significant for th e operation of the Company, including the contracts of which the Company knows and which have been concluded between shareholders (partners), insurance contracts or contracts on coo peration

Significant contracts concluded in 2012:

12.01.2012 – the total of the transactions concluded by PCC Intermodal S.A. with the companies which belong to the Samskip group of companies, calculated for the period of twelve months preceding the date of sending current report, amounted to PLN 5,079 thousand (current report No 2/2012).

26.01.2012 – the total of the transactions concluded by PCC Intermodal S.A. with the companies which belong to the Maersk group of companies, calculated from 27.10.2011 (i.e. the date of sending the report No 59/2011) amounted to PLN 4,789 thousand (current report No 8/2012);

02.02.2012 – the total of the transactions concluded by PCC Intermodal S.A. with Gefco Polska sp. z o.o., calculated from 23.09.2011 (i.e. the date of sending the report No 50/2011) amounted to PLN 4,655 thousand (current report No 11/2012);

06.02.2012 - conclusion with Lotos Kolej sp. z o.o. of an agreement setting out the terms of cooperation and railway rates used in the railway transport. The agreement was concluded for a fixed period until 31.12.2012. The estimated contract value is 51 670 thous. PLN (current report No 12/2012);

15.03.2012 – the total of the transactions concluded by PCC Intermodal S.A. with the companies which belong to the MSC group of companies, calculated from 30.12.2012 (i.e. the date of sending the report No 71/2011) amounted to PLN 5,052 thousand (current report No 15/2012).

11.04.2012 - conclusion with the City of Frankfurt (Oder) an agreement specifying the terms of use by the Company of KV terminal located in Frankfurt. The agreement was concluded for a fixed period - 20 years. The estimated contract value is 4,500 thous. EUR, which, on the date of sending the report, was equivalent to 18,903 thousand PLN (current report No 16/2012);

03.07.2012 – the total of the transactions concluded by PCC Intermodal S.A. with the companies which belong to the Maersk group of companies, calculated from 26.01.2012 (i.e. the date of sending the report No 8/2012) amounted to 8,500 thousand PLN (current report No 25/2012);

04.07.2012 – the total of the transactions concluded by PCC Intermodal S.A. with the companies which belong to the MSC group of companies, calculated from 15.03.2012 (i.e. the date of sending the report No 15/2012) amounted to 8,460 thousand PLN (current report No 26/2012);

18.10.2012 – the total of the transactions concluded by PCC Intermodal S.A. with the companies which belong to the MSC group of companies, calculated from 04.07.2012 (i.e. the date of sending the report No 26/2012) amounted to 8,325 thousand PLN (current report No 27/2012);

24.10.2012 - conclusion between the Company and the Treasury - the Centre for EU Transport Projects (Centrum Unijnych Projektów Transportowych, "CEUTP") an agreement for financing the investment project carried out by PCC Intermodal S.A. under the name of: "Construction of an intermodal container terminal with accompanying objects in Brzeg Dolny". The agreement provides for granting to the Company the co-funding in a total amount of not more than 21,736,141.87 PLN (current report No 28/2012).

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26.10.2012 – the total of the transactions concluded by PCC Intermodal S.A. with the companies which belong to the Nijhoff-Wassink group of companies, calculated from 07.12.2011 (i.e. the date of sending the report No 69/2011) amounted to 8,537 thousand PLN (current report No 29/2012);

13.12.2012 - conclusion between the Company and the Treasury - the Centre for EU Transport Projects (Centrum Unijnych Projektów Transportowych, "CEUTP") an agreement for financing the investment project carried out by PCC Intermodal S.A. under the name of: "Construction of an intermodal container terminal with accompanying objects in Kutno." The agreement provides for granting to the Company the co-funding in a total amount of not more than 32,657,352.21 PLN (current report No 30/2012).

4.12.2012 - conclusion between the Company and Śląskie Centrum Logistyki S.A. an agreement on lease of property located in Gliwice, where the container terminal is located and where PCC Intermodal S.A. plans to expand this terminal. The agreement was concluded for a period of 30 years with an option to extend for two ten-year periods. The estimated contract value, calculated for the thirty-year period, is 26.5 million PLN (current report No 31/2012);

18.12.2012 – the total of the transactions concluded by PCC Intermodal S.A. with the companies which belong to the Maersk group of companies, calculated from 03.07.2012 (i.e. the date of sending of report No 25/2012) amounted to PLN 7,953 thousand (current report No 32/2012);

Significant contracts concluded after the balance s heet date, that is after 31.12.2012:

25.02.2013 – the total of the transactions concluded by PCC Intermodal S.A. with the companies which belong to the MSC group of companies, calculated from 18.10.2012 (i.e. the date of sending the report No 27/2012) amounted to PLN 8,090 thousand (current report No 5/2013);

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Insurance contracts

PCC Intermodal S.A. has an insurance cover, the scope of which corresponds to the market practice of the companies which engage in a similar activity in Poland. The most substantial insurance policies of the Company include:

� General liability insurance policy concluded with Towarzystwo Ubezpieczeń Reasekuracji

Warta S.A. The policy covers professional liability and property owner's liability. The sum

insured is PLN 5 000 000 per each and every insured event. Insurance coverage (within the

limits specified in the policy limits) includes damages incurred by the employees, damage

caused by forklifts, damage caused in the course of activities, works or services by the

subcontractor, or damage to things that are in the custody, supervision or Company's control.

The current policy is binding until 30 April 2013.

� Shipping agent's liability insurance policy concluded with Towarzystwo Ubezpieczeń

Reasekuracji Warta S.A. The said policy covers third party liability of PCC Intermodal S.A. as

a shipping agent, arising from concluded shipping contracts in the area of the Republic of

Poland and abroad. The insurance covers inter alia civil liability for property damage or

financial loss resulting from failure to perform or improper performance of forwarding and

logistics services in the freight forwarding contract (liability under Art. 799 of the Civil Code).

The sum insured is PLN 1,000 000 000 per each insured event. The current policy is binding

until 30 April 2013.

� National road carrier's liability insurance policy concluded with Towarzystwo Ubezpieczeń

Reasekuracji Warta S.A. The insurance coverage under this policy includes inter alia

damages caused during the loading and unloading actions, damages caused by an

automobile accident through the fault of a third party, caused by robbery, or damages to or

loss of containers, pallets or other packaging. The sum insured is USD 70 000 per each

insured event. The current policy is binding until 11 April 2013.

� Carriages holder's liability insurance policy concluded with AXA Corporate Solutions. The

territorial scope of the insurance covers Europe, excluding the United Kingdom. The sum

insured is EUR 25 000 000 per each insured event. The current policy is binding until 15 June

2013.

� Property insurance against fortuitous events and all risks, concluded with Towarzystwo

Ubezpieczeń Reasekuracji Warta S.A. The said policies cover such damages as, for example,

loss, destruction or damage of the insured property. The insurance covers, among other

things, buildings and structures administered by the Company, machines, movables,

employees' property. The sum insured depends on the object of insurance. The current

policies are binding until 30 April 2013.

� Machines' and devices' insurance policies against fortuitous events and all risks, concluded

with Towarzystwo Ubezpieczeń Reasekuracji Warta S.A. The said policies cover primarily

cargo handling equipment, being at the Company's disposal at the terminals. The current

policies are binding until 30 April 2013.

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� Rolling stock casco insurance policies, concluded with Towarzystwo Ubezpieczeń

Reasekuracji Warta S.A. These policies cover total loss of the rolling stock, its partial

damages, damages in the appliances used for operating a rail-vehicle in accordance with its

intended use. The territorial scope of the insurance covers Europe. The sum insured depends

on the number of platforms covered by a given policy. The current policies are binding until 30

April 2013.

� Third party insurance policy for the members of company's authorities, concluded with Chartis

Europe S.A. The sum insured is equal to PLN 5 000 000 and is valid until 03 May 2013.

13. Information about Company's organisational or c apital relations with other entities and information about its main domestic and foreign inv estments (securities, financial instruments, intangible assets and real estate), including equit y investments made outside its group of related entities, including a description of the me thod of financing thereof

PCC Intermodal S.A. belongs to the PCC SE group (see: point 3 and 4 of this Report of the Management Board).

The Company holds shares in Zoll Pool Hafen of the value of EUR 10 000.

On 24 January 2013, PCC Intermodal SA acquired 100% of the shares of PCC Intermodal GmbH from PCC SE for the amount of 25 thous. EUR, with economic effect as of 1 January 2013 (the right to participate in profits). Acquisition was made from its own resources. PCC Intermodal GmbH is an exclusive operator of the terminal in Frankfurt, providing its services to the PCC Intermodal S.A. As of 01.01.2013, PCC Intermodal GmbH also acts as an agent of PCC Intermodal S.A. in the Federal Republic of Germany.

Other Company's investments have been described in point 6.4 of this Report of the Management Board.

14. Information about significant transactions of t he Company concluded with related entities on terms other than market terms

In 2012 the Company did not conclude any transactions with related entities which would be significant individually of jointly and which, at the same time, would be concluded on terms other than market terms. All the significant contracts which the Company concluded with related companies have been listed in point 12 of this report and their terms and conditions do not deviate from terms and conditions commonly applied in contracts of this type.

15. Information about loan and borrowing contracts concluded or terminated in a given accounting year, including, at least, the amount of the loan or borrowing, its type, interest rate, currency and time limit for repayment

PCC Intermodal S.A. launched in 2012 an investment credit in EUR to buy a reachstacker, in the amount of 323,351 EUR. Interest rate is based on a floating rate EURIBOR 1M + margin. Credit will be repaid in monthly instalments and a final maturity date is 5 October 2016.

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In June 2012, the Company began to use the overdraft in the amount of 5 million PLN granted by Nordea Bank Poland S.A. in 2011. The interest rate was based on WIBOR 1M + margin. The credit loan was fully repaid by 5 March 2013.

On 12 April 2012, the Company signed a loan agreement with PCC SE in the amount of 1,419 thous. EUR for the purchase of a crane at the terminal in Frankfurt. The maturity date is 10 April 2015. The interest rate is fixed. The loan was launched on 29 October 2012.

On 25 February 2013, the Company signed a loan agreement with PCC SE (parent company) in the amount of 5 million PLN, at fixed rate. The loan from PCC SE, according to the above-mentioned agreement will be paid by 31 May 2013.

16. Information about borrowings granted in a given accounting year, in particular about the borrowings granted to Company's related entities, i ncluding, at least, the amount of the borrowing, its type, interest rate, currency and ti me limit for repayment

PCC Intermodal S.A. did not grant loans in 2012.

17. Information about guarantees and sureties grant ed and received in a given accounting year, in particular about the guarantees and sureti es granted to Issuer's related entities.

Overdraft granted by Nordea Bank Poland S.A. in the amount of 5 million PLN was secured by surety granted by PCC SE (the parent company) to the amount of 125% of the credit amount. The credit loan was fully repaid by 5 March 2013.

18. Description of the use of inflows from issue of securities

In 2011, PCC Intermodal S.A. executed the transaction "Reverse SOP" (as described in the annual statement for 2011), by which it gained 44 million PLN (issuance of 10 million shares of Series D with issue price of PLN 4.40 per share). These funds are used for investment projects related to the development of terminals.

19. Comments on the differences between the financi al results presented in the annual report and the previously published forecasts of the resul ts for a given year

PCC Intermodal S.A. has not published any forecasts of the results for 2012.

20. The assessment, together with its substantiatio n, concerning management of financial resources, taking into consideration, in particular , the ability to fulfil incurred obligations and indication of possible threats and actions which th e Issuer has taken or intends to take in order to prevent these threats

The purpose of the financial policy pursued in the Company is to maintain the present financial liquidity by means of a continuous monitoring of cash flow. Due to Company's principles of safety and care in managing the cash flow, any surplus of cash is kept in safe bank deposit accounts.

As regards outside sources of financing the investment activity, in 2012 it was financed mainly from leases, investment credit and the loan from PCC SE. And the operating activity is naturally supported by trade credits from suppliers. In case of problems with the financing of current operations, the Company used the overdraft.

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In 2013, further cooperation with banks and leasing companies is planned. In addition, in 2013 the Company expects the inflow of funds from subsidy agreements under OPIE - Activity 7.4, for terminals in Kutno and in Brzeg Dolny.

21. Assessment of the factors and unusual events wh ich have an impact on the operating result for the accounting year, including the degre e of impact of these factors or unusual events on the achieved result

The result for 2012 includes revenues from Marco Polo II subsidy in the amount of 1,402 thous. PLN. The Company ended the settlement of the project. Operating principles and settlement of the European scheme Marco Polo II have been described in detail in the annual statement for 2010.

22. Changes in the basic principles of managing the Company and its group of companies

In the analysed period there have been no changes in the basic principles of managing the Company.

23. Contracts concluded between the Company and man aging persons and providing for an indemnity in the case of resignation or dismissal o f such managing persons from their position without a serious reason or in the case of their di smissal resulting from a takeover of the Issuer

Pursuant to the employment contracts concluded with the members of the Management Board and in connection with the non-competition clause of these contracts, the Company shall pay to the members of the Management Board an indemnity in the amount of 100% of their fixed remuneration for every month of the non-competition period (six months).

The contracts with the members of the Management Board do not contain any other provisions concerning indemnity in case of their resignation or dismissal from their position.

The members of the Management Board are employed in PCC Intermodal S.A. on the basis of an employment contract. Should the employment contract be terminated, they have the right to compensation and severance pay in accordance with the provisions of the labour law.

These principles as compared with those described in the report for 2011 have not changed.

24. Value of remuneration, awards or benefits, incl uding those from incentive or bonus schemes based on Issuer's equity, including the sch emes based on bonds with priority right, convertible bonds, subscription warrants (in cash, in kind or in any other form), paid, due or potentially due, separately for every person managi ng and supervising the Issuer in Issuer's company, regardless of whether they have been class ified as costs or whether they have resulted from profit distribution

The information about remuneration paid to the Members of the Management Board and the Supervisory Board in 2012 has been presented in point 10 of Additional explanatory notes to the annual financial statement.

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25. In the case of limited liability companies and joint-stock companies – information about the total number and nominal value of all the Issue r's shares as well as shares in Issuer's related entities in possession of the persons manag ing and supervising the Issuer (separately for every person)

Below: breakdown of shares of PCC Intermodal S.A. in possession of the members of the Company's Management Board as on 31.12.2012:

Management Board

Number of ordinary shares

Nominal value of shares in PLN

Participation in the share capital

Share in the votes

Dariusz Stefański

728,050 728,050 0.94% 0.66%

Adam Adamek

473,147 473,147 0.61% 0.43%

Total 1,201,197 1,201,197 1.55% 1.09%

To the knowledge of the Management Board, as on 31.12.2012 and on the date of drawing up of this report, none of the members of the Supervisory Board had the shares of PCC Intermodal S.A.

To the knowledge of the Management Board the persons managing and supervising the Issuer do not have any shares in Issuer's related entities.

26. Information about the shareholders with at leas t 5% of share in the general number of votes in the general meeting of shareholders

The table below presents a list of shareholders who have, to the knowledge of the Management Board as on 31 December 2012, at least 5% of share in the total number of votes in the general meeting of shareholders.

Shareholder Number of

shares

Participation in the share

capital



GMS

PCC SE - series A (privileged in respect of voting rights)

32,539,332.00 41.95% 65,078,664 59.11%

PCC SE - series B (ordinary) 5,460,668.00 7.04% 5,460,668 4.96%

PCC SE - series D (ordinary) 10,000,000.00 12.89% 10,000,000 9.08%

PCC SE - total 48,000,000.00 61.88% 80,539,332 73.15%

DB Schenker Rail Polska S.A. 10,809,000.00 13.94% 10,809,000 9.82%

Other 18,756,556.00 24.18% 18,756,556 17.03%

Total 77,565,556.00 100.00% 110,104,888 100.00%

27. Information about the contracts of which the Is suer knows (including those concluded after the balance sheet date) and which may result, in the future, in changes in proportion of the shares possessed by the present shareholders an d bond holders

The Company has no information about such contracts.

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28. Information about the system of control of empl oyee shares programmes

Not applicable.

29. Information about terms and conditions of coope ration with an entity authorised to audit the financial statement

On 25 April 2012, the Supervisory Board of PCC Intermodal S.A., as a body authorised under § 17 (2) point j) of the Articles of Association, pursuant to the adopted resolution, selected an entity authorised to review the financial statement drawn up for the period from 1 January to 30 June 2012 and to audit the financial statement and the Company's consolidation package prepared for the year 2012. Based on the above resolution, on 27 April 2012 the Company concluded a contract with BDO Sp. z o.o. The subject of the contract was to review the financial statement of the Company drawn up for the period from 1 January to 30 June 2012 and to audit the financial statements and the Company's consolidation package prepared for the year 2012. The contract was concluded for the time required to perform actions under the contract. The information about terms and conditions of cooperation with the entity authorised to inspect the financial statement has been presented in point 11a of Additional explanatory notes to the annual financial statement.




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XIV. DECLARATION REGARDING CORPORATE GOVERNANCE IMPLEMENTATION

1. The principles of corporate governance applicabl e in the Company and information about the location where the text of the code is availabl e to the public

The principles of corporate governance which form a part of the Good Practices of Companies Listed on the WSE and applicable to PCC Intermodal S.A. are available on the website www.corp-gov.pl and on the Company's website (in version valid in 2012). At present, the Company's website includes an amended version of good practices, which has come into force since 1 January 2013.

2. The scope in which PCC Intermodal S.A. has not a pplied provisions of the corporate governance code, the reasons for failure to apply a given principle and information about the steps which the Company intends to take in order to reduce the risk of future non-application of a given principle.

In 2012 the Company complied with the corporate governance code specified in the document called “Good Practices of Companies Listed on the WSE”, except for the principles indicated below (in the scope specified below).

Principle I.1. According to Principle I.1, the company should pursue a transparent and effective information policy, using the traditional methods, as well as modern technology and the latest communication tools to ensure fast, secure and efficient access to information. Applying these methods to the fullest extent, the Company should in particular:

� maintain its own website, within the scope and in a manner of presentation following the model

site of investor relations, available at: http://naszmodel.gpw.pl/;

� ensure adequate communication with investors and analysts, using the modern methods of

the Internet communication;

PCC Intermodal S.A. declares that it maintains its website, in a manner consistent with the requirements set for all companies in the PCC group and that it has made some modifications to ensure that a tab dedicated to investor relations contains all information required of listed companies, and the manner of presentation is similar to the model one, available at http://naszmodel.gpw.pl/. As regards methods of communication with investors and analysts, the Company implements modern communication methods adequate to the existing needs. So far, the preferred form of Board contact with investors and analysts were direct meetings.. Decisions on how to communicate with stakeholders will be taken based on the received signals and information needs, and communication preferences.

Principle I.5.

According to Principle I.5., the company should have its payroll policy and the principles of its determination. The payroll policy should specify, in particular, the form, structure and level of

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remuneration for the members of supervisory and management authorities. When specifying the payroll policy for the members of company's supervisory and management authorities, the Commission Recommendation of 14 December 2004 fostering an appropriate regime for the remuneration of directors of listed companies (2004/913/EC) supplemented with the Commission Recommendation of 30 April 2009 (2009/385/EC) should be applied.

Pursuant to the presently applicable provisions of law the remuneration of the members of the Supervisory Board is determined by the General Meeting whilst the remuneration of the members of the Management Board – by the Supervisory Board. The method of determining the remuneration of supervisory and management authorities is established at the discretion of the Company's statutory authorities.

Principle I.9.

As it results from the Principle no. I.9, the Warsaw Stock Exchange recommends that the public companies and their shareholders ensure a balanced participation of men and women in exercising management and supervisory functions in companies in order to strengthen, in this way, creativity and innovativeness of the economic activity of the company.

PCC Intermodal S.A. declares that the basic criteria of appointment to the Management Board and Supervisory Board positions are professionalism and qualifications of candidates to perform a given function, whereas the candidate's sex does not determine these decisions in any way. For this reason no regulations based on a pre-determined parity have been introduced whilst the decision regarding appointment of the members of the Management Board and the Supervisory Board has been left to the discretion of appropriate authorities of the Company.

Principle I.12 According to this principle, the Company should provide shareholders with an opportunity to exercise, in person or by proxy, the right to vote during the general meeting, outside the place of the general meeting, with the use of electronic means of communication. As mentioned above, the Company is implementing modern methods of communication as required by the demand. Therefore, in 2012, the shareholders were not provided with an opportunity to exercise, in person or by proxy, the right to vote during the general meeting, outside the place of the general meeting, with the use of electronic means of communication. Due to the costs involved, the Company also does not plan to conduct this type of communication with the shareholders in 2013.

Principle II.9a)

The Company should post on its website, in addition to the information required by law, a record of the proceedings of the general meeting in audio or video form.

The Board has not received from investors any signals about the need to post these records on the website. Therefore, in 2012, the Company did not provide on its website the record of the proceedings of the general meeting. In 2013 it also does not plan to post on the Company website any files with the course of the general meeting in audio or video form.

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Principle III.3

According to this principle, members of the Supervisory Board should attend the general meeting in the composition enabling them to answer questions asked during the meeting.

The Management Board informs that the subject matter of the general meeting is reviewed by the Supervisory Board. The Supervisory Board's.opinions expressed in its resolutions are available to shareholders prior to a general meeting (at the Company's website) and during the meeting. In addition, the general meeting is always attended by a representative of the Management Board, who can answer any questions of shareholders. Therefore, so far representatives of the Supervisory Board were not required to participate in the general meeting. The decision as to the potential presence of the Supervisory Board representatives at the general meeting in 2013 will depend on the subject matter of the meeting and on the existence of specific circumstances justifying such presence.

Principle III.8

This principle implies that as regards the role and operation of the committees within the supervisory board, there should be applied Annex I to the Commission Recommendation of 15 February 2005 on the role of non-executive directors (...).

PCC Intermodal S.A. Management Board informs that the only committee that works within the Supervisory Board is the audit committee. Due to the minimum number of members in the Supervisory Board the tasks of the audit committee are performed by the entire Supervisory Board.

Principle IV.10

The Company should provide the shareholders with an opportunity to participate in the general meeting by means of electronic communication through:

1) transmission of the general meeting in real time,. 2) two-way communication in real time, within which the shareholders may speak during the general

meeting from a location other than the place of the meeting.

As mentioned earlier, the Company implements modern methods of communication with investors and participation in general meetings adequately to existing demand and ownership structure. Therefore, in 2012, for economic reasons no general meeting was broadcast in real time and there was no two-way communication in real time allowing shareholders, who are in other place than the place of the meeting, to speak during the general meeting. This type of transmission and communication during the general meeting is not expected also in 2013.

3. Description of main characteristics of the syste ms of internal control and risk management related to the process of preparation of financial statements and consolidated financial statements used in issuer's company

The Management Board of PCC Intermodal S.A. is responsible for the functioning in the Company of the internal control system and risk management system and effectiveness thereof in the process of preparing financial statements and periodical reports, prepared and published in accordance with the provisions of the Regulation of 19 February 2009 on current and periodic information to be published by issuers of securities.

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The purpose of the internal control system and risk management system in force in the Company is to ensure publication of adequate and correct financial information which is presented in financial statements and periodical reports. The system of internal control in force in the Company consists in, among other things:

� appointment of the persons responsible for preparation of financial statements,

� conducting by the Management Board of regular reviews of Company's results,

� abidance by the principle of authorisation of financial statements before they are published,

� multilevel control of statements in particular in relation to the correctness of accounting

reconciliations, substantive analysis and reliability of information,

� regular (at least once a year) determination of risks which, in Management Board's opinion,

may have an impact on financial results of the Company.

The Management Board of PCC Intermodal S.A. reviews and verifies the strategy at least once a year. On the basis of the review and conclusions resulting therefrom a budgeting process, which covers all fields of Company's operation, is conducted with participation of middle and senior management. The annual budget is approved by the Supervisory Board of the Company.

The semi-annual and annual financial statements published by the Company are subject to, respectively, the review and inspection conducted by the auditor.

4. Shareholders who are in possession, directly or indirectly, of significant shareholding and information about the number of shares in possessio n of such entities, their percentage in the share capital, the number of votes resulting theref rom and their percentage in the general number of votes in the general meeting

To the knowledge of the Company's Management Board, as on 31 December 2012, the following two entities were in possession, directly or indirectly, of significant shareholding (at least 5% of total votes at the General Meeting of the Company):

� PCC SE – 48,000,000 shares which constituted 61.88% of Company's share capital,

� DB Schenker Rail Polska S.A. – 10,809,000 shares which constituted 13.94% of Company's

share capital.

The shareholding listed above gives the right to the following number of votes in the general meeting: � PCC SE – 80,539,332 votes which constituted 73,15% of all votes in GMS;

� DB Schenker Rail Polska S.A. – 10,809,000 votes which constituted 9,82% of all votes in

GMS;

5. Owners of any securities which give special cont rol rights, including description of these rights

No special control rights arise from any securities of PCC Intermodal S.A.

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2012 Annual Report

6. Limitations regarding exercising of voting right s, such as a limitation in exercising the right to vote by the owners of a specific part or n umber of votes, time limitations related to exercising the right to vote or provisions pursuant to which, in cooperation with the company, equity rights related to securities are separated f rom possession of securities

In PCC Intermodal S.A. there are no limitations regarding exercising of voting rights, such as a limitation in exercising the right to vote by the owners of a specific part or number of votes, time limitations related to exercising the right to vote or provisions pursuant to which, in cooperation with PCC Intermodal S.A., equity rights related to securities are separated from possession of securities.

7. Limitations related to transfer of property righ ts to company's securities

The transfer of the property right to Company's securities in 2012 was not subject to any limitations.

8. Principles of appointment and dismissal of membe rs of the Management Board and rights of the Management Board, in particular the right to make a decision on issuance or buyout of shares

The members of the Management Board are appointed and dismissed by the Supervisory Board. The term of office of the Management Board members is common. Common terms of office expires as of the date of the Ordinary General Meeting during which the financial statement for the second full financial year of the term of office of the Management Board has been approved. The Management Board has between one and four persons. The Management Board is composed of the President, Vice President and other members of the Management Board. The number of members of the Management Board is determined from time to time by the Supervisory Board. A member of the Management Board can be dismissed or suspended also by the General Meeting.

The Management Board manages Company's affairs and represents it in external relations. Detailed scope of Management Board's rights has been specified in Company's Articles of Association and Regulations of the Management Board. According to the resolution of the Extraordinary General Meeting of PCC Intermodal S.A. dated 18.10.2011, the Management Board of the Company was given under Art. 444 of the Commercial Companies Code, an authorisation to increase share capital by the amount not exceeding PLN 14,434,444 during the period of three years from 18 October 2011. Pursuant to this authorisation, the Management Board may increase the share capital once or several times within the limits of the above amount. The conditions under which the Board of PCC Intermodal S.A. may increase capital are set out in § 5 (10)-(16) of the Articles of Association..

After the increase in share capital by PLN 10 million (completing the "Reverse SPO" transaction"), the Management Board of the Company, under the aforementioned authorisation, may increase capital by not more than PLN 4,434,444.

9. Changes of the principles of modification of Com pany's articles of association or company deed

Articles of Association can be modified by the general meeting of shareholders by means of passing of a relevant resolution. The principles of modification of Articles of Association of PCC Intermodal S.A. are consistent with provisions of the Commercial Companies Code.

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10. Procedure of the General Meeting and its substa ntial rights, description of shareholders' rights and the manner of exercising thereof, in par ticular the principles arising from the regulations of the general meeting, if such regulat ions have been adopted, provided that the information in this scope does not result directly from the provisions of law.

The General Meeting of PCC Intermodal S.A. is held as ordinary or extraordinary, in accordance with provisions of the Commercial Companies Code and Articles of Association. In 2012 there were no regulations of the general meeting applicable in the Company.

Apart from other matters specified in the generally applicable legislation, authority of the General Meeting includes passing of resolutions on the following:

� examination and approval of the report of the Management Board on Company’s activities and

Company’s financial statement for the previous accounting year,

� acknowledgement of the fulfilment of duties by the members of the Management Board and of

the Supervisory Board,

� decision on claims for damages made on the establishment of the company or in ordinary

course of the company’s business or supervision,

� disposal and lease of the company’s business or its substantial part and establishment of a

limited property right thereon,

� issuance of convertible bonds or bonds with priority right,

� purchase of own shares which are to be offered for sale to employees or persons who have

been employed in the Company or in a related company for the period of at least three years,

� adoption of a resolution on allocation of profit or loss coverage,

� change in the scope of business activity of the Company,

� change of Articles of Association,

� increase or decrease of the share capital,

� redemption of shares (except for the redemption conducted in the manner specified in § 5

point 9 of Articles of Association),

� merger, division and transformation of the Company,

� dissolution and winding up of the Company,

� establishment of the date of acquisition of rights to dividend and the date of payment of the

dividend,

� conclusion by the Company of a loan, borrowing, surety contract or any other similar contract

with a member of the Management Board, Supervisory Board, proxy, liquidator, or for the

benefit of one of those persons,

� determination of remuneration of the Supervisory Board members,

� conclusion, with a subsidiary company, of a contract providing for managing the subsidiary

and transfer of the profit by such a company.

Shareholders of PCC Intermodal S.A. perform their rights and obligations in accordance with the generally applicable legislation.

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11. Composition and changes in the composition whic h occurred in the last accounting year and description of operation of the entities which manage, supervise or administer PCC Intermodal S.A. and committees thereof

Present composition of the Management Board:

� Dariusz Stefański – President of the Management Board

� Adam Adamek – Vice President of the Management Board

In the period from 01 January 2012 to 31 December 2012 the composition of the Management Board did not change.

The Management Board acts on the basis of the regulations which are drawn up by the Management Board and which are subject to Supervisory Board's approval. The Management Board adopts resolutions by an absolute majority of votes. If the number of opposing votes is equal, the vote of the President of the Management Board is decisive. Any matters not reserved for the General Meeting or Supervisory Board fall within the authority of the Management Board. The Company can be represented by the President of the Management Board and the Vice President of the Management Board, independently.

On 31.12.2012 the Supervisory Board was composed of:

� Alfred Pelzer – Chairperson of the Supervisory Board

� Wojciech Paprocki – Vice Chairperson of the Supervisory Board


� Thomas Hesse – Member of the Supervisory Board


On 21 January 2012 Mr. Daniek Ozon replaced Mr. Mirosław Pawełko at a position of the Member of the Supervisory Board.

On 27 June 2012, the previous term of the Supervisory Board ended, therefore the Ordinary General Assembly of Shareholders convened on that day adopted resolutions on the appointment of members of the Supervisory Board for a new term of office. The new joint term of office began on 28 June 2012 and will end on the date of the Ordinary General Assembly approving the financial statement for the accounting year 2015. The new Supervisory Board is composed of four of its previous members (Mr. Pelzer, Paprocki, Hesse and Ozon), and Mr. Piotr Jusia was replaced by Mr. Artur Jędrzejewski.

The meetings of the Supervisory Board are attended by the members of the Management Board who provide the Supervisory Board with information about significant issues related to Company's operation. Resolutions of the Supervisory Board are adopted by an absolute majority of votes, unless the Articles of Association or legal regulations provide otherwise.

In 2012 the Supervisory Board was composed of the minimum number of members required by law. Therefore, the entire Supervisory Board acted as the audit committee.

Currently, in the Company's opinion, three members (Mr Wojciech Paprocki and Mr. Daniel Ozon) meet the criteria for their recognition as independent members of the Supervisory Board of PCC Intermodal S.A.

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