September 9th 2010
Current Report No. 34/2010
Supplement to the Separate and Consolidated Annual Reports for 2009 – CORRECTION
Further to the separate and consolidated annual reports for 2009 released on April 22nd 2010,
the Management Board of Inter Cars S.A., in line with the recommendations of the Polish Financial
Supervision Authority, hereby publishes a correction to the 2009 reports.
Separate Annual Report for 2009
Section 7 “Rules Governing the Appointment and Removal of the Company’s Management
Personnel and Such Personnel’s Powers, Including in Particular the Power to Make
Decisions to Issue or Repurchase Shares” (page 94) shall be corrected as follows:
The Company’s Management Board is appointed for a three-year term of office. The Management
Board members are appointed and removed from office by virtue of a resolution of the Supervisory
Board. The Management Board members are appointed for a joint term of office. They may be
appointed from among shareholders or non-shareholders. The Supervisory Board, by virtue of its
resolution, elects President and, optionally, Vice-President of the Management Board from among its
members. The term of office of a Management Board member appointed prior to the expiry of a given
term of office of the Management Board expires simultaneously with the terms of office of the other
Management Board members. The term of office of a Management Board member expires on the date
of the General Shareholders Meeting which approves the financial statements for the last full financial
year in which the member served on the Management Board. The term of office of a member of the
Management Board also expires in the event of the member’ death, resignation or removal from the
Management Board.
A Supervisory Board resolution to appoint or remove from office a member of the Management Board
and elect President and, optionally, Vice-President is adopted by an absolute majority of votes with a
quorum of at least half of all the Supervisory Board members, while a resolution to suspend a
Management Board member from duties for important reasons is adopted by a majority of four-fifths of
votes cast with a quorum of at least four-fifths of all the Supervisory Board members.
The Management Board members act on the basis of applicable laws as well as the Company’s
Articles of Association and the Rules of Procedure of the Management Board of Inter Cars S.A. The
Rules of Procedure are adopted by the Management Board and approved by the Supervisory Board.
The Rules of Procedure are available on the Company’s website. The Management Board members
represent the Company in all actions before court and out of court and their scope of powers covers all
Company affairs which are not reserved by the Articles of Association or applicable laws for the
General Shareholders Meeting or the Supervisory Board. In its relations with third parties, the
Company should be represented by two persons, including two Management Board members or one
Management Board member and a commercial proxy.
The Management Board takes decisions in the form of resolutions adopted at its meetings, held at
least twice a month. The resolutions are adopted by a majority of votes. In the event of a voting tie, the
President of the Management Board has the casting vote. However, resolutions concerning:
a) market issues (such as development of the distribution network, creation of the procurement
and sales policy etc.) may be adopted by the President or Vice-President and the
Management Board member in charge of procurement and sales;
b) changes in the Company’s assets and equity and liabilities exceeding PLN 1 million should
be passed with the participation of all the Management Board members (issues relating to
purchase or sale of the Company’s assets, contracting loans etc.);
c) any decisions related to the day-to-day operations and organisation of the Company (such
as days off work, awards and bonuses, reprimands etc.) should be passed outside
Management Board meetings by two Management Board Members most closely related to
a given area.
As regards the right to make decisions on the issue or buyback of shares, the provisions of the Polish
Commercial Companies Code should apply, with a proviso that decisions relating to changes in the
Company’s share capital or retirement of shares fall within the exclusive powers of the General
Shareholders Meeting.
Section 8 “Organisational or Capital Links …” (page 74) shall be corrected as follows:
8. Organisational or Capital Links between the Issuer and Other Entities; Information on
the Issuer’s Key Domestic and Foreign Investments (Securities, Financial Instruments,
Intangible Assets and Real Property), Including Equity Investments outside the Group,
as well as a Description of Methods of Investments Financing
Inter Cars S.A. is the Parent Undertaking of the Group comprising the following companies:
 Inter Cars Ukraina, incorporated under the laws of Ukraine, with registered office in
Khmelnytsky, Ukraine (Inter Cars S.A. holds a 70% equity interest in the undertaking’s
share capital),
 Lauber Sp. z o.o. of Słupsk (100%),
 Q-Service Sp. z o.o. of Warsaw (100%),
 Inter Cars Česká Republika of Prague (100%),
 Feber Sp. z o.o. of Warsaw (100%),
 Inter Cars Slovenska Republika of Bratislava (100%),
 Inter Cars Lietuva UAB UAB of Vilnius (100%),
 IC Development & Finance Sp. z o.o. of Warsaw (100%),
 Armatus Sp. z o.o. of Warsaw (100%),
 JC Auto s.r.o. of Karvina-Darkom (100%),
 Inter Cars Hungária Kft of Budapest (100%),
 JC Auto S.A. of Brain-le-Chateau (100%),
 Inter Cars d.o.o. of Zagreb (100%),
 JC Auto s.r.l. of Milan (99%) (1% stake is held by JC Auto s.r.o.),
 Inter Cars Romania s.r.l. of Cluj-Napoca (100%),
 5 Sterne Fahrwerkstechnik GmbH of Berlin (100%).
In the reporting period, there were no changes in the structure and organisation of the Group. The
Group companies are financed by the Parent Undertaking with loans or trade credit. A list of advanced
loans is presented in Note 12 to the Report on the Operations of Inter Cars S.A.
Section 11 “Loans and Borrowings” (page 74) shall be corrected as follows:
The table below presents the interest rates, based on specific reference rates, applicable to the
syndicated loan and borrowings.
Financing source
Amount drawn
under the
facility (PLN)
Interest rate
350,417
3M WIBOR + banks’ margins
97
1M LIBOR + bank margin
Syndicated loan
Armatus sp. z o.o.
Total
6,357
LIBOR ON + bank margin
3,193
EURIBOR 1M+ banks’ margins
31,690
WIBOR 1M+ banks’ margins
6,035
WIBOR O/N + banks’ margins
7,473
WIBOR T/N + banks’ margins
955
WIBOR 1M+ margin
406,217
No termination notices were received with respect to loans or borrowings in the reporting period.
Section 14 “Security Issues” (page 75) shall be corrected as follows:
14. Security Issues
During the year the Company financed its operations with short-term bonds. The par value of issued
bonds amounted to PLN 86,700 thousand.
The bonds were issued in the Polish złoty as unsecured, discount (zero-coupon) bearer securities in
book-entry form. The bonds will be redeemed at par value at the registered office of the issue agent.
The discount rate is 7.92%.
Proceeds from the securities issues, carried out as part of the incentive scheme for managers, were
used to finance the Company’s day-to-day operations.
Section 28 “Qualified Auditor of Financial Statements” (page 89) shall be corrected as follows:
28. Qualified Auditor of Financial Statements
On June 26th 2009, Inter Cars S.A. executed an agreement with KPMG Audyt Sp. z o.o., providing for
an audit of the Company’s annual financial statements and a review of its semi-annual financial
statements for 2009. The total fee envisaged in the agreement is PLN 435 thousand, including
PLN 285 thousand for the audit of the annual financial statements and PLN 150 thousand for the
review of the semi-annual financial statements.
On June 30th 2008, Inter Cars S.A. executed an agreement with KPMG Audyt Sp. z o.o., providing for
an audit of the Company’s annual financial statements and a review of its semi-annual financial
statements for 2008. The total fee envisaged in the agreement is PLN 450 thousand, including
PLN 300 thousand for the audit of the annual financial statements and PLN 150 thousand for the
review of the semi-annual financial statements.
Section 32 “Events Which May Have a Material Bearing on the Issuer’s Future Results and Events
After the Balance-Sheet Date” (page 90) shall be corrected as follows:
32. Events Which May Have a Material Bearing on the Issuer’s Future Results and Events
After the Balance-Sheet Date
No events which could materially affect the Company’s future financial performance occurred
subsequent to the balance-sheet date.
Consolidated Financial Statements
Section 4 “Organisational or Capital Links ...” (page 84) shall be corrected as follows:
4. Organisational or Capital Links between the Issuer and Other Entities; Information on the
Issuer’s Key Domestic and Foreign Investments (Securities, Financial Instruments,
Intangible Assets and Real Property), Including Equity Investments outside the Group, as
well as a Description of Methods of Investments Financing
Inter Cars S.A. is the Parent Undertaking of the Group comprising the following companies:
 Inter Cars Ukraina, incorporated under the laws of Ukraine, with registered office in
Khmelnytsky, Ukraine (Inter Cars S.A. holds a 70% equity interest in the undertaking’s
share capital),
 Lauber Sp. z o.o. of Słupsk (100%),
 Q-Service Sp. z o.o. of Warsaw (100%),
 Inter Cars Česká Republika of Prague (100%),
 Feber Sp. z o.o. of Warsaw (100%),
 Inter Cars Slovenska Republika of Bratislava (100%),
 Inter Cars Lietuva UAB of Vilnius (100%),
 IC Development & Finance Sp. z o.o. of Warsaw (100%),
 Armatus Sp. z o.o. of Warsaw (100%),
 JC Auto s.r.o. of Karvina-Darkom (100%),
 Inter Cars Hungária Kft of Budapest (100%),
 JC Auto S.A. of Brain-le-Chateau (100%),
 Inter Cars d.o.o. of Zagreb (100%),
 JC Auto s.r.l. of Milan (99%) (1% stake is held by JC Auto s.r.o.),
 Inter Cars Romania s.r.l. of Cluj-Napoca (100%),
 5 Sterne Fahrwerkstechnik GmbH of Berlin (100%).
In the reporting period, there were no changes in the structure and organisation of the Group. The
Group companies are financed by the Parent Undertaking with loans or trade credit. A list of advanced
loans is presented in Note 8 to the Report on the Operations of the Inter Cars Group.
Section 6 “Material Transactions Entered into by the Issuer with Related Parties Other than
Arm’s Length Transactions; Amounts and Nature of such Transactions” (page 85) shall be
corrected as follows:
All transactions with the related undertakings are entered into at arm’s length.
Section 7 “Loans and Borrowings” (page 85) shall be corrected as follows:
The table below presents the interest rates, based on specific reference rates, applicable to the loans.
Financing source
Amount drawn
under the
facility (PLN)
Syndicated loan
350,417
Interest rate
3M WIBOR + banks’ margins
Fortis Bank
SA/NV Hungary
Total
97
1M LIBOR + bank margin
6,357
O/N LIBOR + bank margin
3,193
1M EURIBOR + banks’ margins
31,690
1M WIBOR + banks’ margins
6,035
O/N WIBOR + banks’ margins
7,473
T/N WIBOR + banks’ margins
3,337
LIBOR +margin
408,599
No termination notices were received with respect to loans or borrowings in the reporting period.
Section 10 “Security Issues” (page 86) shall be corrected as follows:
10. Security Issues
During the year the Group financed its operations with short-term bonds. The par value of issued
bonds amounted to PLN 86,700 thousand.
The bonds were issued in the Polish złoty as unsecured, discount (zero-coupon) bearer securities in
book-entry form. The bonds will be redeemed at par value at the registered office of the issue agent.
The discount rate is 7.92%.
Proceeds from the securities issues, carried out as part of the incentive scheme for managers, were
used to finance the Group’s day-to-day operations.
Section 23 “Qualified Auditor of Financial Statements” (page 100) shall be corrected as
follows:
23. Qualified Auditor of Financial Statements
On June 26th 2009, Inter Cars S.A. executed an agreement with KPMG Audyt Sp. z o.o., providing for
an audit of the Company’s annual financial statements and a review of its semi-annual financial
statements for 2009. The total fee envisaged in the agreement is PLN 435 thousand, including
PLN 285 thousand for the audit of the annual financial statements and PLN 150 thousand for the
review of the semi-annual financial statements.
On June 30th 2008, Inter Cars S.A. executed an agreement with KPMG Audyt Sp. z o.o., providing for
an audit of the Company’s annual financial statements and a review of its semi-annual financial
statements for 2008. The total fee envisaged in the agreement is PLN 450 thousand, including
PLN 300 thousand for the audit of the annual financial statements and PLN 150 thousand for the
review of the semi-annual financial statements.
Section 27 “Events Which May Have a Material Bearing on the Issuer’s Future Results and
Events After the Balance-Sheet Date” (page 101) shall be corrected as follows:
No events which could materially affect the Company’s future financial performance occurred
subsequent to the balance-sheet date.
The rest of the report remains unchanged.