a dep last ipo prospectus

Translation from Romanian

This is a convenience translation of the official Romanian Adeplast Offer Prospectus. In case of

discrepancies between the English and the Romanian versions, the Romanian version shall

prevail.

PROSPECTUS for the Primary Initial Public Offering for the Sale of Shares having attached the Allocation Rights of

SC Adeplast S.A.

at the Offering Price set between 3.52 and 4.06 Lei per Offered Share

OFFERING PERIOD 02/10/2013 - 15/10/2013

APPROVED BY THE FINANCIAL SUPERVISORY AUTHORITY BY THE DECISION NO. 829 OF

30/09/2013

ISSUER

SC ADEPLAST S.A.

Intermediation Syndicate

Manager

Banca Comerciala Romana S.A.

Manager

SSIF Intercapital Invest S.A.

Legal Advisor of the Intermediation

Syndicate

CMS Cameron McKenna SCA

Translation from Romanian

THE APPROVAL ENDORSEMENT APPLIED ON THIS PROSPECTUS DOES NOT

REPRESENT A GUARANTEE OR ANY FORM OF ASSESSMENT BY THE NATIONAL

SECURITIES COMMISSION WITH RESPECT TO THE OPPORTUNITY, ADVANTAGES

AND DISADVANTAGES, PROFIT OR RISKS THAT MAY BE INVOLVED IN THE

TRANSACTIONS TO BE CONCLUDED AS A RESULT OF ACCEPTANCE OF THE PUBLIC

OFFERING, SUBJECT TO THE APPROVAL DECISION. THE APPROVAL DECISION

ONLY CERTIFIES THE COMPLIANCE OF THE PROSPECTUS WITH THE LEGAL

REQUIREMENTS AND WITH THE NORMS ADOPTED IN APPLICATION THEREOF.

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TABLE OF CONTENTS

NOTE TO INVESTORS ............................................................................................................................. 5

DEFINITIONS ............................................................................................................................................ 8

SUMMARY OF PROSPECTUS .............................................................................................................. 14

1 LEGAL RISKS 47

2. RESPONSIBLE PERSONS 53

1. ISSUER DATA ............................................................................................................................ 55

1.1 Background and progress of the Company ................................................................ 55

1.2 Major events during Issuers activity .......................................................................... 55

1.3 Overview on Issuers activity ....................................................................................... 57

1.4. Main activities .............................................................................................................. 83

1.5. Information on trends ................................................................................................. 94

1.6 Research and development, new products .................................................................. 95

1.6.1 Products ....................................................................................................................... 95

1.6.2 Quality control and research and development ....................................................... 97

1.7 Patents and licences ..................................................................................................... 99

1.8 Permits and environmental issues............................................................................. 102

1.9 Important contracts ................................................................................................... 110

1.10 Employees .................................................................................................................. 145

1.11 Legal and arbitration proceedings ............................................................................ 148

2. MANAGEMENT AND ORGANIZATION OF THE ISSUER ................................................ 151

2.1 IncorporationArticles of Association/Information on the participations ................ 151

2.2 Administrative, management and supervisory bodies .............................................. 165

2.3 Conflicts of interest in the administrative, management and supervisory bodies .......................................................................................................................... 170

2.4 Remunerations and benefits ...................................................................................... 170

2.5 Operation of the administrative and management bodies ........................................ 172

3. FINANCIAL STATUS OF THE ISSUER ................................................................................ 174

3.1 Financial auditors ..................................................................................................... 174

3.2 Selected financial information .................................................................................. 174

3.3 Factors determining and affecting the evolution of the Issuers results and operations ................................................................................................................... 191

3.4 Significant changes of financial or commercial condition ...................................... 192

3.5 Investments ................................................................................................................ 192

3.6 Real estates, plants and equipment ........................................................................... 196

3.7 Cash and capital resources ........................................................................................ 199

3.8 Declaration on net working capital ........................................................................... 199

3.9 Dividend distribution policy ...................................................................................... 199

3.10 Operations with related parties ................................................................................. 200

3.11 Audit of historical financial statements .................................................................... 200

3.12 Date of the most recent financial information ......................................................... 202

3.13 Intermediary financial information and other information .................................... 202

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4. ISSUERS SHARE CAPITAL AND SHARES ........................................................................ 203

4.1 Shares ......................................................................................................................... 203

4.2 Share capital .............................................................................................................. 212

4.3 Issuers shareholders ................................................................................................. 213

4.4 Shares trading ............................................................................................................ 214

5. ADDITIONAL INFORMATION .............................................................................................. 217

5.1 Information supplied by third parties ....................................................................... 217

5.2 Documents available to the public ............................................................................ 217

5.3 Fiscal information ..................................................................................................... 217

6. INFORMATION REGARDING THE OFFER ......................................................................... 221

6.1 The scope of the Offer and the use of proceeds of the Offer ................................... 221

6.2 Offeror ........................................................................................................................ 238

6.3 Interests of natural and legal persons participating in the issue / Offer ................. 238

6.4 Offering features ........................................................................................................ 238

6.5 Subscription Price and Offering Price ...................................................................... 243

6.6 Distribution of the Offering and Subscription in the Offering ................................ 243

6.7 Allocation and Settlement in the Offering ................................................................ 252

6.8 Admission to Trading and Trading Methods ............................................................ 256

6.9 Stabilization ............................................................................................................... 256

6.10 Information Regarding Allocation Rights ................................................................ 257

6.11 Declaration Regarding the Non-Initiation of a Share Capital Increase ................. 259

6.12 Additional Information .............................................................................................. 259

7. ANNEXES ................................................................................................................................. 261

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NOTE TO INVESTORS

This Prospectus contains information about the Offer of the Offered Shares and the Allotment

Rights issued by Adeplast, in accordance with the provisions of this document. The Offer is

intermediated by the Syndicate consisting of Banca Comerciala Romana S.A. and SSIF

Intercapital Invest S.A ("Intermediation Syndicate").

The information contained in this Prospectus describes the situation of the Issuer at the date of the

Prospectus according to the selected documents and information provided by the Issuer, except the

cases where expressly is stated another date.

The Issuer and / or the Intermediation Syndicate has / have no responsibility to update or to

supplement the information in case of any changes that may occur in the Issuer's situation except

for the changes that may affect the investment decision during the Offering period, case in which

the changes are brought to the attention of the investors through an amendment to the Prospectus

in accordance with the applicable law.

The information contained in this Prospectus have been provided by the Company or are known

from public sources, as described in the Prospectus. No other natural or legal person, except the

Intermediation Syndicate and the Issuer, was authorized to provide information or documents

relating to the Offer described in this Prospectus and no other natural or legal person was

authorized to provide information or documents relating to the Offer, other than those contained in

this Prospectus and in the documents incorporated by reference therein. Any information or

documents provided outside this Prospectus or outside the documents so incorporated shall not be

considered as being authorized by the Intermediation Syndicate or the Issuer.

The information in this Prospectus has a purely informative character and shall not be interpreted

as a legal, financial or fiscal opinion. Nothing in this Prospectus shall be interpreted as a

recommendation to invest or as an opinion of the Intermediation Syndicate or of the consultant of

the Intermediation Syndicate on the Issuer's situation or as a legal, fiscal or financial advice or as

a professional business consulting.

In order to make the decision to invest in the Offered Shares, investors must rely on their own

analysis of the Offer terms, including the merits and risks involved. Each purchaser of the Offered

Shares shall comply with all laws and regulations in force, the Intermediation Syndicate or the

Issuer having no responsibility in connection therewith.

Each investor shall consult his own legal, financial, fiscal advisers or any other counselors in

relation to the legal, tax, business, financial aspects or in connection with the issues involved by

the subscription, purchase, holding or transfer of the Shares. The Intermediation Syndicate and

the Issuer assume no responsibility with regard to these issues.

The Members of the Intermediation Syndicate act exclusively for the Issuer in connection with the

Offer and shall not be legally or contractually responsible to other people.

This Prospectus does not constitute an offer or invitation made by the Issuer or by the

Intermediation Syndicate, or on behalf of the Issuer or of the Intermediation Syndicate, to

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subscribe Offered Shares in the jurisdictions where such an offer or invitation needs an

authorization, an approval, or a notification so that the potential investors can legally subscribe.

With the exception of Romania, the Issuer or the Intermediation Syndicate have not taken any

measures to enable implementation of the Offers in any EU or EEA country and in a third EU or

EEA country or in the United States, Australia, Canada or Japan or by persons resident or located

in these countries.

People who decide to subscribe Offered Shares under this Offering are expected to know the

restrictions and limitations of the Offer and to comply with them. By subscription of Offered

Shares, the non residents assume any liability derived from considering a subscription as being

illegal under the laws of the State of residence.

NOTE TO THE ATTENTION OF THE EAA INVESTORS

In any EEA Member State that has implemented the Directive 2003 /71 on the prospectus to be

published in case of a public offer of securities or for the admission of the securities to be traded

and the amendment to the Directive 2001/34/EC ( "Prospectus Directive" ) (named, individually,

the "Member State "), a public offering of shares in the Member State can not be conducted

before the publication of the prospectus which has been approved by the competent authority of

that Member State or, where appropriate, which was approved in another Member State and

notified to the competent authority of the Member State, in accordance with the Prospectus

Directive, unless the offer regards:

the qualified investors (as defined in the Prospectus Directive);

less than 150 natural or legal persons (other than the qualified investors) or

in any other circumstances falling within the provisions of Article 3 (2) of the Prospectus

Directive.

NOTE TO THE ATTENTION OF THE UNITED STATES OF AMERICA

INVESTORS

The Offered Shares and the related allocations rights have not been and will not be registered

under the U.S. Securities Act. The Offered Shares cannot be offered, sold or alienated in any way

in the United States or to any person with American citizenship or nationality and / or with

residence in one of the United States of America.

Because the Issuer and the Intermediation Syndicate hereby informed that they did not take any

action in order to allow this Offering in another state or EU Member States, or third country, with

the exception of Romania, the Issuer and Intermediation Syndicate are entitled to believe that any

person subscribing for the Offer is included in the categories eligible for the exemption from

authorization / notification required by the Prospectus Directive and the Prospectus and is not

subject to any restrictions relating to the subscription of the Offered Shares provided by the

applicable law in his country.

The Issuer and the Intermediation Syndicate shall have no liability for failure of the

subscriptions received in accordance with this Prospectus in case of force majeure ( a

force majeure event means any foreign, unpredictable, absolutely invincible and inevitable

event, including without limitation, natural disasters, wars, rebellions, civil disturbances,

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fires, strikes or other events that may limit the functioning of the capital market

institutions).

Financial Supervisory Authority has approved this Prospectus by the Decision no. 829 dated

30/09/2013

In this note to the investors, the capitalized terms have the meanings given to them in the section

"Definitions" of this Prospectus.

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DEFINITIONS

In this Prospectus, unless explicitly stated otherwise, the following capitalized terms shall have the

following meanings, applicable both to the singular forms and plural ones:

Articles of Association

The Articles of Association of the Issuer,

amended and supplemented by subsequent

addenda, updated on 06.09.2013 .

Shares, Existing Shares or Company Shares

All the shares issued by the Company at the date

of the approval of this Prospectus, respectively a

number of 33.000.000 common, nominative,

dematerialized shares, each with a nominal

value of 0.1 RON.

Newly Issued Shares Shares issued by the Company during the increase of the share capital of the Issuer by the

offer presented in this document and approved

by the decision of the Extraordinary General

Meeting of the Issuer of 14.08.2013.

Offered Shares The Shares offered by the Company in the initial public offering presented in this

Prospectus, respectively a fixed number of

16.500.000 newly issued shares offered for sale

by the Company.

The Shares to be sold in the Offering are

ordinary shares, belonging to the same class and

have a nominal value of EUR 0.1 each.

AGA The General Meeting of Shareholders

AGEA The Extraordinary General Meeting of Shareholders

AGOA

The Ordinary General Meeting of Shareholders

ASF Financial Supervisory Authority Str. Foisorului nr.2, sector 3, Bucuresti, cod

postal 031178

Banca Comerciala Romana (Romanian Commercial Bank)

Romanian Commercial Bank SA, administered

in two-tier system, a credit institution authorized

for the capital market activities, registered in the

CNVM Register under the No.

PJR01INCR/400007/26.05.2006, based on the

CNVM Certificate no. 369/26.05.2006 amended

by the CNVM Certificate. 152/22.05.2007,

headquartered in Bucharest, Bd. Regina

Elisabeta, nr. 5, Sector 3, cod postal 030016,

registered with the Trade Register under the

number J40/90/1991, sole registration code

361757.

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Custodian Bank or Custodian Agent Commercial banks licensed by the BNR to operate in Romania and registered in the CNVM

Register in order to conduct custody of financial

instruments in accordance with the applicable

legislation in force.

BNR National Bank of Romania

BVB Bucharest Stock Exchange, the operator of the regulated market on which will be traded the

Shares.

Labor Code Law no. 53/2003 on the Labor Code, published in the Official Gazette no. 345 of 18.05.2011.

Company and/or Issuer and/or Company and/or Adeplast

The Company Adeplast S.A, headquartered in

sat Corlatesti, nr. 214, comuna Berceni, judetul

Prahova, Romania, CUI (Sole Registration

Code) 5119976, registered number with the

Trade Register J29/1794/2012, having the paid

Share capital of RON 3.300.000 at the

Prospectus date, fully paid.

Board of Directors The Board of Directors of the Company

Collection Accounts The accounts opened by the Syndicate Members and by the participants, for collecting the

amounts corresponding to the subscriptions in

the Offering, as identified in Section 6.4 (Offer

Features).

Allocation Date

The second business day following the closing

date of the Offering, the day in which is made

the allocation of the Offered Shares in the

Offering.

Settlement Date

The date when it will be made the settlement

through the Central Depository Settlement

System, respectively three Business Days from

the Transaction Date.

Transaction Date The fourth Business Day after the closing of the Offering, the Business Day in which occurs the

execution of the transactions afferent to the

Offer in the BVB electronic system.

Central Depository S.C. Depozitarul Central S.A., headquartered in Bulevardul Carol I nr. 34 - 36, etajele 3, 8 si 9,

sector 2, cod postal 020922, Bucuresti,

Romania, represents the institution that provides

storage services, registry, compensation and

settlement of the transactions with financial

instruments, and other operations in connection

therewith such as defined in the Capital Market

Law.

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Allocation Rights According to CNVM approval no. 45/22.08.2008 the allocation right is a

negotiable security, short-term issued, which

certifies its holder the right to receive a share

that will be assigned to him at the register

moment with the Central Depository of the

capital increase, respectively of the newly

issued shares.

EBIT Operating profit before interests and taxes.

EBITDA Operating profit before interests, taxes, depreciation and amortization.

EPS Expanded polystyrene

EUR or euro or The official currency of the European Union Member States adopted as the official currency

in accordance with EU legislation.

IAS The International Accounting Standard, as it was defined by the IASC (International

Accounting Standards Committee), part of the

International Financial Reporting Standards.

Intercapital Invest SSIF Intercapital Invest SA, authorized for capital market activities by the CNVM Decision

no. 2063/2003 with headquarters in Bucharest,

Bd. Aviatorilor, nr. 33, etaj 1, sector 1,

Bucuresti, registered with the Trade Registry

under no. J40/6447/1995, sole registration code

RO7631041

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Offer Intermediaries , Intermediaries, Syndicate Managers "

Banca Comerciala Romana and Intercapital

Invest

Capital Market Law Law no. 297/2004 regarding the capital market, published in the Official Gazette no. 571 of

29.06.2004, amended and supplemented

Companies Law Law no. 31/1990 on trading companies, republished in the Official Gazette no. 1066 of

17.11.2004, amended and supplemented.

Leu or Lei or RON The official currency of Romania.

Offering or Initial Public Offering The Primary Initial Public Offer for the sale of shares and allocation rights in Adeplast,

conducted by the Issuer and presented in this

document, by which it is offered for

subscription to the public a package of

16,500,000 shares, representing 33.33 % of the

increased share capital of Adeplast, following

the successful completion of this public

offering, assuming that all shares offered for

sale are sold and allotted in the offer. The Offer

can not be increased.

Offeror or Seller Adeplast, as the issuer of the newly issued shares offered for sale through the primary offer

described in this document.

Participant Any other intermediaries except Banca Comerciala Romana and Intercapital Invest who

are participants in the trading system of BVB

and that have previously signed an irrevocably

and unconditionally pledge to respect the

"Terms of the Offer " with at least one of the

syndicate members.

Offering Period The period of the Offering as described in the chapter with the same name in Section 6

(Information about the Offering).

Prospectus This Prospectus regarding the Initial Public Offering for the sale of the Offered Shares,

approved by the ASF in order to conduct the

Offering.

Trade Registry The database of records and registration of companies and other entities as required by law.

Regulation 1/2006 CNVM Regulation no. 1/2006 on the issuers and securities operations, published in Official

Gazette no. 312bis on 06.04.2006, amended and

supplemented.

Regulation 809/2004 Regulation ( EC) no. 809/2004 of 29.04.2004 implementing the Directive 2003/71/EC of the

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European Parliament and of the Council

regarding the information contained in the

prospectuses, prospectuses structure, the

incorporation of information by reference, the

publication of such prospectuses and the

dissemination of the advertisements published

in the Official Journal of the European Union

L149 / 1, on 30.04.2004, amended and

supplemented.

Regulation 32/2006 Regulation no. 32/2006 on the investment services, as amended

SIC 34 The International Accounting Standard no. 34

Intermediation Syndicate or Syndicate

The Managers of the Intermediation Syndicate

respectively Banca Comerciala Romana and

Intercapital Invest, constituted as Intermediation

Syndicate under an agreement for the

establishment of the Syndicate, having as

subcontractors the CMS as legal advisor.

USD or US dollars American dollar, the official currency of the United States of America.

Business Day Any day in which both the Romanian interbank market and the trading, clearing and settlement

systems of BVB / Central Depository are

opened for business

XPS Extruded polystyrene

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SUMMARY OF PROSPECTUS

Section A Introduction and Warnings

A.1 This summary should be read as an introduction to the Prospectus.

Any decision to invest in the Offered Shares should be based on consideration of the

Prospectus, as a whole by the investor.

Where a claim relating to the information contained in the Prospectus is brought before a

court, the plaintiff investor might, under the national legislation in force in the Member

States, have to bear the cost of translating the Prospectus, before the legal proceedings are

initiated; and

Civil liability attaches only to those persons who have tabled the summary including any

translation thereof, but only if the summary is misleading, inaccurate or inconsistent together with

the other parts of the Prospectus.

A.2. The consent of the Issuer or of the person responsible for preparing the Prospectus relating to the

use of the Prospectus for future resale or final placement of shares through financial

intermediaries.

Not applicable.

An indication of the period of the offer within which a subsequent resale or final placement of

securities could be initiated and for which the consent to use the prospectus is given.

Not applicable.

Any other clear and objective conditions related to the consent which are relative for the use of

the Prospectus.

Not applicable.

A bolded written note through which the investors are informed that the information concerning

the terms and conditions of the offer made by a financial intermediary will be provided when the

offer will be made by the financial intermediary.

Not applicable.

Section B Issuer and prospective guarantors

B.1 The legal and commercial name of the issuer: S.C. Adeplast S.A.

B.2 Headquarters: Sat Corlatesti, nr. 214, Comuna Berceni, Judetul Prahova, Romania

Legal form: joint stock company;

Legislation under which the issuer operates: Romanian law

Country of incorporation: Romania

B.3 A description of, and key factor relating to, the nature of Transgazs current operations and its principal activities, stating the main categories of products sold and/or services performed and

identification of the principal markets in which Transgaz competes.

According to Art. 6 of the Articles of Association, the main activity of the issuer is the

manufacture of dry mortars NACE Code 2364.

15

Furthermore, the Issuer may also perform some secondary activities, stipulated in art. 6 of the

Articles of Association and listed in Section 2.1.1 (The object of activity of the Issuer).

According to the Articles of Association, the Company may perform activities of import and

export of goods and products related to the activities mentioned in the objects of activity of the

Company.

The Issuer is one of the leading Romanian manufacturers and distributors of building materials for

construction refurbishments, performing production and / or distribution of:

Adhesives and dry mortars: adhesives, plasters, putties for jointing, plastering mortar, masonry mortar, drainagemortar, floor screeds

Polystyrene: expanded polystyrene, extruded polystyrene, polystyrene pearls

Paints and decorative coatings: paints, primers, rough coats

The production activity of the Issuer is carried out on three industrial sites geographically

strategic situated, namely:

Oradea, St. Uzinelor nr. 3, Judetul Bihor. The industrial platform is located 50 meters from the Ring Road of Oradea City and 250 meters from Oradea Budapest Road and includes a dry mortar factory, a paints and plasters factory and a expanded

polystyrene and graphited polystyrene factory. The platform serves the western part

of the country and the foreign markets such as Hungary, Austria and Germany

Ploiesti sat Corlatesti, nr. 214, Comuna Berceni, Judetul Prahova. The industrial platform is located 500 meters from the Bucuresti - Ploiesti Highway and Ploiesti

Ring Road and includes a dry mortar factory, a paints and plasters factory and two

manufacturing plants for polystyrene. The platform serves the south part of the

country and other markets, such as Lebanon

Roman - Sat Cordun, comuna Cordun, St. Adeplast nr. 1Land Register no. 51022, Neamt County. The industrial platform is located 1 km from Roman City and

includes a dry mortar factory and a expanded polystyrene and graphited polystyrene

factory. The platform serves the entire east and northeast area of the country, and

customers in the Moldova Republic and Ukraine.

Main products

The Issuer currently produces over 50 types of building materials. Starting from the initial

production of adhesives and driy mortars, over the time to the Issuers product range were added termo-systems, paints and decorative plasters and products for thermal and acoustic insulation

such as expanded polystyrene, extruded polystyrene and wool glass. The main products are:

1. Adhesives, plasters and dry mortars

From the main products we mention:

adhesives for tiles used for wall and floor tiling indoors, in dry areas, with no high humidity and heat, on rough and stable mineral substrate (cement and lime plaster,

brick, concrete, cement screeds, etc.);

jointing putties used for filling joints with maximum width between 2-6 mm, of ceramic tiles, floor tiles, marble, natural stone (except the one subjected to

yellowing) gresogranit, porcelain tiles for interior or exterior work exposed to

temperatures between -20 C and +80 C in wet or dry environments;

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walling mortars used for buildings with AAC blocks, lightweight concrete blocks, ceramic bricks or glass bricks walls. Also monolithisation mortars are used for

anchoring the machine foundation, metal and concrete poles and for anchoring parties

that support metal structures and equipment;

mortars for plastering used for finishing works of rough plaster or other finishes before plastering or other noble finishes inside or outside buildings, for finishing

rough plaster or rough cracks and uneven plaster repair;

plasters for finishing walls used for finishing indoors surfaces without excessive moisture concrete, lightweight concrete, cement dry plaster, cement-lime plaster

boards. It is used to obtain very fine and smooth surface before painting or painting

with oil;

screeds and industrial floors (self leveling screeds, cement screed for interior and exterior, construction sand) used to equalize the inner and outer surfaces for repairing

or concreting in small spaces. The sand used in construction is used for preparing

plastering mortars, screeds, masonry mortars, by the addition of cement and / or lime.

2. Insulating materials

The main products:

fireproof expanded polystyrene in the form of insulating panels used in areas with high static load, terraces, under floor with medium and hard traffic and cold room

floor;

perimeter injected polystyrene plates used to insulate walls and floor of the heated space which adjoins the land. The plates are manufactured using injection machines -

EPS surface on one side being provided with grooves for drainage rhomboid;

Mineral wool / basalt mineral wool is a safe, effective and accessible insulation, providing both protection against noise and fire and energy saving advantages, having

all representative isolation and mechanical properties. Excellent thermal insulation

properties can reduce heating and cooling costs of housing;

Additives / non additive pearls of expanded polystyrene are used for sockets and floors, space between floors, roofs and wooden floors for direct bonding of flooring

materials, sockets and floors, the space between floors and roofs and wooden floors,,

insulating bridges that are not frequented and tarred roofs.

3. Paints and plasters

From the main products we mention:

decorative structured plasters are used for decorative and special effect finishes for interior and exterior works. Can be applied on any type of mineral surfaces: coating,

plasters, concrete, masonry, gypsum board, etc.. Products are supplied already

colored by the manufacturer according to the beneficiarys option on the color chart of the Issuer or it is delivered on white and will be tinted when applying the paint

using the coloring paste;

the silicone decorative coatings are washable, elastic, flexible, waterproofing and with hydrophobic properties, having vapor permeability, scratch and impact resistant,

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highly resistant to aggressive environmental factors such as rain, humidity,

temperature variations, solar radiation and pollution. They are used for decorative

coatings and finishes with great effect in the interior and exterior works. Can be

applied to any type of mineral surfaces: coatings, plasters, concrete, masonry, gypsum

board, but are recommended for historic buildings and monuments. Products are

supplied already colored by the manufacturer according to the beneficiarys option on the color chart of the Issuer or it is delivered on white and will be tinted when

applying the paint using the coloring paste;

the white paints, dispersion based, used for painting all kinds of interior mineral substrates based on lime, lime-cement, lime-gypsum, gypsum, concrete, and to cover

areas that were processed with dispersion paint or wallpaper, with necessary port in

order to ensure a finish with a high degree of white. White paints are designed

especially for high productivity finishing with interior surfaces of civil constructions;

primers, bonding bridge used for treating mineral substrates in order to reduce and homogenize their ability of absorbing in case of surfaces with local repairs, for

controlling absorption and in order to improve adherence.

B.4a A description of the most significant recent trends affecting the Issuer and the industries in which it

operates.

I. The most important event that is expected to influence the future development of the Company

is the implementation and launching of the project to construct a production facility of basalt

mineral wool on Corlatesti Ploiesti platform. The Project is expected to have a notable positive

impact on the financial results of the Company.

The project involves the construction of a factory for the production of basalt mineral wool, the

endowment with the necessary infrastructure and facilities (electrical and mechanical), and the

acquisition and installation of equipment for the manufacture of basalt mineral wool. This issue is

being treated separately in Part II of this Prospectus, Section 6 (Offering Information), paragraph

6.1. (Basis of the Offering and the use of the funds resulted from the Offering).

The project described above will be funded using funds from the Offering described in this

document and by bank financing.

II. The Issuer has applied for funding under the scheme established by State Government No .

1680/2008 whose objective is the regional development by stimulating the investment and

creating new jobs. It provides regional state aids in all fields, except those exempted by the

European Commission Regulation no. 800/2008.

According to the Issuer, as provided by the H.G. (Government Decision) No. 1680/2008, the State

aid scheme can be applied to the Issuer, as the targeted investment will be made in Romania, on a

land area of about 5 ha located in Berceni, Corlatesti village, Prahova County and represents an

initial investment between 10 and 20 million euros, equivalent in Lei, and creates at least 100

new jobs as a result of the initial investment. The investment includes also the necessary

additional infrastructure for implementing the project (eg. utilities ).

According to the Issuers estimates, the project will generate 115 new jobs starting with January

2015, required in the production process in order to produce basalt mineral wool.

The total value of the investment, according to the estimates made in the general specification of

the Issuer, raises to 19,468 thousand euros, of which the state subvention in the State aid scheme

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is in the amount of approximately 7.3 millions Euro, representing 37 % of the total value of the

project.

In order to grant the State aid in July 2013 the Issuer has submitted an application for this

purpose, accompanied by the appropriate documentation.

After obtaining the financing agreement, the Issuer is obliged to inform the Ministry of Finance

annually for 5 years after completion of the investment, a report on the meeting of the targets

established during the implementation period of the HG (Government Decision) 1680 (the most

important being the amount of the contributions to the State budget and local budgets for the

project undertaken in the application submitted) .

If the application for the State aid is approved, the Issuer will allocate a part of the funds raised

via the Offer described in this document for acquisitions of brands and customer portfolios from

companies operating in the Issuers industry and for the optimization of the working capital.

B.5 If the Issuer is part of a group, a description of the group and the position of the Issuer

At the date of the Prospectus, the Issuer does not own any shareholdings in other entities and is

not part of a group.

The Issuer was a shareholder in Flamav Trans SRL, a company registered at the Trade Register

under the no. J5/841/2002, sole registration no. 14847510.

In May 2011, the Issuer transferred for free his participation of 24.990 shares owned in Flamav

Trans SRL to Zare Ioan Adrian, via a document under private signature.

Marcel Barbut and Cristina Paveliuc, shareholders of the Issuer, have participations in the

companies Adeplast Distribution SRL and Adeplast Construct SRL, both being in temporary

interruption of activity.. Summary information on these companies is presented below:

No. Company Shareholders Main activity Share

capital

Status

(according to

Trade

Registry data)

1. Adeplast Construct

SRL

- Trade Registry no.: J5/609/2004

- sole registration no.: 16319112

- registered headquarter:

Oradea, Str.

Uzinelor no. 3.

Bihor

- Marcel Barbut (95%)

- Cristina Paveliuc

(5%)

Constructions

works for

residential and

non residential

buildings (cod

CAEN 4120)

200 RON Temporary

interruption of

activity since

1.05.2009

19

2. Adeplast

Distribution SRL

- Trade Registry no.: J5/610/2004

- Sole registration no.: 16319104

- Registered headquarter:

Oradea, Str.

Uzinelor no. 3.

Bihor county

- Marcel Barbut (95%)

- Cristina Paveliuc

(5%)

Retail trade of

wood materials

and of

constructions

materials and

of sanitary

equipments

200 RON Temporary

interruption of

activity since

1.05.2009

B.6 To the extent it is known to the Issuer, the name of any person who, directly or indirectly, has an

interest in the Issuers equity capital or voting rights, which is notifiable under the Romanian law, along with the value of the shareholding of such a person.

Not applicable.

If the main shareholders of the Issuer have different voting rights, in case they have voting rights.

According to the Issuers declaration, his shareholders do not have different voting rights.

According to the Commercial Companies Law, the Shares grant equal rights to the shareholders,

such as: the right to participate and vote during GMS, the right to elect and to be elected in the

Issuers management bodies, the right to distribute the dividends and the remained assets after the

liquidation of the Company, the right to be informed, the right to attack in the courts of law the

GMS decisions or the decisions of the Board of Directors made within the competence delegation,

the preference right during the new shares issuing by share capital increase, the right to withdraw

from the company in special situations stipulated by the law, the right to claim to auditors the

facts he considers that must be verified etc.

More information regarding the rights of the Issuers shareholders are included in the Section

4.1.4 of the present Prospectus.

In so far as known to the Issuer, it is mentioned if the Issuer is held or controlled, directly or

indirectly, also by who and it is described the nature of this control.

At the date of the Prospectus, the control of the Issuer is done by Marcel Barbut, who has a

number of 32,999,999 shares, representing 99.999997% of the registered capital of the Issuer.

Marcel Barbut is the general manager and the president of the Board of the Company.

The Issuer shall take the necessary measures in order to avoid the abusive exercise of control.

To the best knowledge of the Issuer, there are no agreements that may generate, at any future date,

a change of control over the Issuer.

B.7 Selected historical key financial information regarding the Company, presented for each financial

year of the period covered by the historical financial information, and any subsequent interim

financial period, together with comparative data from the same period of the previous financial

exercise, except the request regarding the comparative information from the balance sheet is

20

fulfilled by the presentation of the balance sheet information at the end of the exercise.

Selected financial information

The annual consolidated financial statements of the Issuer for the financial periods ending on

December 31st, 2010 and 2011 and the individual annual financial statements of the Issuer for the

financial periods ended on the 31st December 2012 have been prepared according to the

International Financial Reporting Standards as approved by the European Union (IFRS-UE) and

have been audited by Deloitte Audit SRL.

The individual interim financial statements of the Issuer as of the date and for the period of six

months ending on June 30 .2013 have been prepared according to the International Accounting

Standard 34 Interim Financial Reporting (IAS 34) and have been revised by Deloitte Audit

SRL.

The consolidated annual financial statements of the Issuer for the financial periods ending on

December 31, 2010 and 2011 have been prepared for Adeplast and its subsidiary Flamav Trans

SRL. The financial information of Flamav Trans SRL has been included in the consolidation of

Adeplast till the date of the sale of the company, 17th of May 2011. For the financial period

ending on December 31, 2012 and for the period of 6 months ending on June 30, 2013, the Issuer

has prepared individual financial statements, as not holding any other participations.

As of June 30, 2013, the Company did not have any subsidiaries and was not part in any

association in participation.

3.2.1.1 Balance sheet

Thousand RON 30.06.2013

Revised

31.12.2012

Audited

31.12.2011

Audited

31.12.2010

Audited

Assets

Fixed assets

Tangible assets 199.186 158.343 110.403 96.276

Intangible assets 1.241 27 44 92

Deferred tax asset - - - -

Total fixed assets 200.427 158.369 110.447 96.368

Current assets

Inventories 27.245 16.544 17.372 12.514

Trade and other receivables 64.691 38.843 19.793 16.166

Cash and cash equivalents 10.597 4.273 19.175 21.406

Total current assets 102.533 59.660 56.340 50.086

Total assets 302.960 218.029 166.787 146.454

Equity and liabilities

Shareholders' equity

Share capital 3.615 3.615 3.615 3.615

Legal reserves 660 660 660 660

Revaluation reserves 14.174 14.050 12.350 12.578

Retained earnings 67.860 60.565 44.374 40.438

Total shareholders' equity 86.309 78.890 60.999 57.291

Long term debt Loans 88.206 66.829 50.067 46.575

21

Deferred tax liabilities 3.253 3.113 2.208 2.065

Shareholder loan 3.604

Unearned revenues - 2 14 27

Total long term debt 95.063 69.943 52.289 48.667

Short term debt

Loans 71.443 45.790 43.226 32.127

Trade debt and other liabilities 48.866 22.863 10.273 8.369

Payable income tax 1.278 543 - -

Total short term debt 121.588 69.196 53.499 40.496

Total equity and liabilities 302.960 218.029 166.787 146.454

Source: Financial Statements IFRS-UE

The difference between the value of the share capital registered in the IFRS financial statements

of RON 3,614,962 and the value of the share capital registered in the Articles of Incorporation

of RON 3,300,000 represents the effect of the application of IAS 29 standard regarding the

hyperinflation. Romania was considered a hyper inflationist economy until the end of 2003, and

the share capital was inflated with the respective inflation rates according to IAS 29.

The tangible assets increased in 2012 with 43% compared to 2011 and with 15% in 2011

compared to 2010 mainly due to the investments in the new factories opened during the

analyzed period, but also due to the investments made in the existing ones, as follows:

Oradea Platform:

- Dry mortars factory extended in 2011 with a new drying line of sand and with other equipments

- Expanded polystyrene and graphited polystyrene factory new investment, began in 2012, put in activity in 2013

- Plaster and paints factory opened in 2008

Ploiesti Corlatesti Platform

- Dry mortars factory extended and enhanced in 2010, 2011 and 2012 - Expanded polystyrene factory commissioned in 2011 - Graphite polystyrene factory commissioned in 2012 - Plaster and paints factory new investment, started in 2013, commissioned in 2013

Roman Cordun Platform

- Dry mortars factory new investment, built in 2012, put in activity in 2013 - Expanded polystyrene and graphite polystyrene factory new investment, built and

commissioned in 2013

Intangible assets, represented by software licenses and operating systems (ERP System for the

clients database management, for the coloring machines management, graphics software,

security systems etc.), decreased in 2012 by 39% compared to 2011 and by 52% in 2011

compared to 2010. The main cause of these decreases has been the registration of the

depreciation of the expenses.

The value of the position Trade and other receivables strongly fluctuated during 2011-2012, increasing by more than 96% and during 2010-2011 increasing by 22%. During 2012, the main

reason of this significant increase represented the issuing during the last part of the year

(November December) of invoices with payment terms during the following financial year and the extension of the payment terms in order to increase sales.

The value of the cash and cash equivalents registered in 2012 a decrease compared to 2011

22

(over 77.7%) due to financing from own sources. A 10.4% decrease of the cash has been

registered during 2010-2011, due to the increase of trade receivables and high investments.

The evolution of the Issuers equity and liabilities (thousands of RON)

Source: Adeplast

Shareholders equity has increased by 29.33% from 60,999 thousands RON in 2011 to 78.890

thousands RON in 2012 mainly due to the increase of the reported result (by 36.49%) and due

to the revaluation reserves (by 13.77%). During the 2011, the shareholders equity has increased

by only 6.47% due to the decrease of the revaluation reserves (by 1.81%) and due to a slight

increase of the result carried forward (of 9.73%).

The value of the long term debt increased in 2012 by 33.76% compared to the previous year

due to the increase in long term loans from 50,067 thousands RON to 66,829 thousands RON .

The main reason was contracting some investment credits from UTB. In 2011 compared to

2010, the total of the long term debt easily increased by 7.44%.

Regarding the short term debt, they increased by 29,34% in 2012 compared to 2011 due to the

increase of trade payables with over 102%. The reason for this important increase is the

acquisition of raw materials and consumables towards the end of 2012 with due term in the

following financial exercise. The Issuer made these acquisitions because he beneficiated of low

prices. In 2011, the total of the short term debt increased by 32,11%, mainly due to the increase

of short term loans compared to 2010 (34.55%), but also due to the increase of the trading debts

and of the other debts (by 22.75%).

The increase of short term loans as ofJune 30, 2013 by 56% compared to the situation as

ofDecember 31, 2012 is explained by the seasonality of the Company activity; thus, during

summer season the sales and the production are at a much higher level than during the winter

season. Consequently, the Company uses the credit lines for the financing of the activity, while

at the end of the reporting period the Company repays from the drawn lines; similar, trade

payables are at a higher level in June than in December, because the acquisitions from the

suppliers are at a much higher level in June (when the production is almost at maximum

capacity) than in December. From the same reason, the balance sheet positions, tradereceivables

and inventories are significantly higher as of June 30, 2013 compared to December 31st, 2012.

More details of the loans contracted by the Issuer is presented in the following table:

thousands RON 30.06.2013 31.12.2012 31.12.2011 31.12.2010

Long term loans 69.455 65.811 48.927 42.771

Leasing 18.751 1.018 1.140 3.804

Long term loans 88.206 66.829 50.067 46.575

40.000

50.000

60.000

70.000

80.000

90.000

2010 2011 2012

Shareholders Equity

40.000

50.000

60.000

70.000

80.000

2010 2011 2012

Short term debt Long term debt

23

Long term loans - current portion 18.013 14.554 11.628 8.843

Leasing - current portion 5.579 1.550 2.842 3.519

Short term loan 47.820 29.639 28.705 19.727

Accrued interest 32 47 50 39

Short term loans 71.443 45.790 43.225 32.127

Total loans 159.649 112.619 93.292 78.703

Source: Financial Statements IFRS-EU

The short term liabilities of the Company exceed the current assets by a low percentage of 18.6%

due to the investment effort of Adeplast during the last years (as reference, the value of the

investments of the Company during the period of 10 years during 2003 and 2012 exceeded EUR

40 million, of which over EUR 9 million only during 2010-2012).

The investments works finalized by Adeplast and opened during the last period, meaning

expanded and graphite polystyrene from Oradea, the painting and coating factory from Ploiesti -

Corlatesti and dry mortars and expanded and graphite polystyrene factories from Roman - Cordun

(all opened during the year 2013) shall begin to generate significant revenues during the second

part of the year 2013; it is expected that the surplus of cash generated by the new investments

shall balance the net current assets.

3.2.1.2 Statement of comprehensive income

T RON 2012 2011 2010

Sale of finished goods 144.196 115.204 114.593

Sale of goods 33.349 20.858 7.612

Sale of services 4.884 4.403 4.617

Other operating income 1.190 699 801

Revenues from change in

inventories 773 1.902 (593)

Total operating revenues 184.392 143.066 127.030

Raw materials and consumables (87.514) (72.335) (66.914)

Utilities (3.402) (2.793) (1.581)

Employees benefits (6.512) (6.125) (6.223)

Third parties services (20.489) (15.615) (10.710)

Depreciation (11.995) (13.441) (13.396)

Cost of the goods for re-sale (30.455) (18.727) (7.485)

Other operation expenses (679) (2.859) (3.696)

Total operating expenses (161.046) (131.895) (110.005)

Profit from operation 23.346 11.171 17.025

Financial revenues 7.039 6.658 7.888

Financial expenses (11.601) (10.593) (10.823)

Financial revenues /(expenses) (4.562) (3.935) (2.935)

Profit before tax 18.784 7.236 14.090

Tax on profit (2.626) (1.147) (1.994)

Net profit of the year 16.158 6.089 12.096

Revaluation of the land and

buildings 2.295 - -

Effect of the deferred tax (367) - (1.838)

Total other elements of the global 1.928 - (1.838)

24

result

Total comprehensive income 18.086 6.089 10.258


Revenues from operation increased to 29% in 2012 compared to the previous year and by 13%

in 2011 compared to 2010. The increase registered in 2012 has been determined by a series of

cumulating factors. The Issuer allowed the increase of the payment terms in order to increase

the sales. Also, an impulse to the sales has been given also by the national program of

conforming to the stipulation of the Directive 2010/31/EU of the European Parliament and of

the Council from the May 19th, 2010 regarding the energetic performance of the buildings.

The main component of the operating revenues are the revenues from sale of finished goods.,

but its weight showed a decreasing tendency as one can see in the following table, from 90% in

2010 to 78% in 2012, while the weight of the revenues from sale of merchandise increased from

6% in 2010 to over 18% in 2012.

thousands RON

Revenues 2012 2011 2010

Sale of finished goods 144.196 115.204 114.593

Sale of goods 33.349 20.858 7.612

Sale of services 4.884 4.403 4.617

Total revenues 182.430 140.465 126.823


Other operating revenues are detailed in the table below:

thousands RON 2012 2011 2010

Income from renting 316 83 278

Income from packages sale 778 552 402

Income from fines and

compensations - 1 1

Other income 97 63 120

Total other income from

operation 1.190 699 801


As it can be seen in the table above, "Other operating income" is mainly represented by the

income from the sale of packages (over 65% in 2012).

The financial revenues of the Issuer increased by 6% in 2012 compared to 2011 but decreased

in 2011 compared to 2010 by 16%. Financial revenues include the gains from the foreign

currency exchange and the interest revenues. The greatest impact on the financial revenues is of

the gains from the foreign currency exchange (representing over 90% over the analyzed period).

Issuer's operating expenses, increased in 2012 compared to 2011 by 22%, and in 2011

compared to 2010 by 20%. In accordance with the Issuer's object of activity, in the operating

expenses, the largest share is owned by the costs for raw materials and consumables (an average

of 57%). The evolution of the costs of raw materials and consumables is correlated with sales

increase.

The Issuer has recorded expenses related to the services provided by third parties (13% of the

total operating expenses in 2012), detailed in the following table:

thousands

RON 2012 2011 2010

thousands

RON 2012 2011 2010

25

Transport 8.045 7.068

4.489 Transport 39% 45% 42%

Insurance 532 583

881 Insurance 3% 4% 8%

Repairs and

maintenance 867 591

303

Repairs and

maintenance 4% 4% 3%

Bank charges 403 334

389

Bank

charges 2% 2% 4%

Fees 557 333

322 Fees 3% 2% 3%

Post and

telecommunic

ations 280 274

250

Post and

telecommuni

cations 1% 2% 2%

Travelling 192 173

125 Travelling 1% 1% 1%

Rents 8 7

20 Rents 0% 0% 0%

Other

services* 9.605 6.251 3.931

Other

services 47% 40% 37%

Total 20.489 15.615 10.710 Total 100% 100% 100%


* Other services provided by third parties mainly include expenses with the technical services provided by

sub-contractors, security services, consulting services, audit services and advertising expenses.

Issuer's financial expenses increased in 2012 compared to 2011 by 10%, but in 2011 compared

to 2010 decreased by 2%. Financial expenses are represented mostly (on average 70%) by net

realized losses from foreign currency exchange, expenses related to bank loans (on average

28%) and to a smaller extent by costs associated to the financial leases (on average 2%).

Profit before tax increased substantially in 2012 compared to 2011, but given that in 2011 the

value was only half of the profit obtained in 2010. By reference to the year 2010, the profit

before tax in 2012 increased by 33.3%. The halving of the profit before tax in 2011 is the result

of an increase in operating expenses higher than the increase in operating revenues, respectively

20% vs. 13%..

The income tax expense includes both the income tax expense for the current financial year and the

deferred tax.

The following tables present details on the tax calculation.


Current income tax 2.089 1.003 2.435

Deferred income tax 537 143 (441)

Tax expenses 2.626 1.147 1.994


The tax applied to the Issuer's profit before tax differs from the theoretical value that would result

using the tax rate applicable to the Issuer's profits as follows:

Thousands RON 2012 2011 2010

Profit before tax

18.784

7.236

14.090

26

Tax calculated at statutory rate (16%)

(3.005)

(1.158)

(2.254)

The effect of the deferred tax on the

temporary differences of the assets - -

372

Income not subject to taxation - -

228

Non-deductible expenses

(15)

(79)

(322)

Tax Credit for sponsorship

394

90

(18)

Tax expenses

(2.626)

(1.147)

(1.994)


The main indicators of the Issuer's activity calculated for the analyzed period are listed in the table

below:

Indicator (thousands RON) 2012 2011 2010 '12/'11 (%)

Total revenues, out of which: 191.431 149.724 134.918 27,86%

Operating revenues 184.392 143.066 127.030 28,89%

Financial revenues 7.039 6.658 7.888 5,72%

Total expenses out of which: (172.647) (142.488) (120.828) 21,17%

Operating expenses (161.046) (131.895) (110.005) 22,10%

Financial expenses (11.601) (10.593) (10.823) 9,52%

Gross profit, out of which: 18.784 7.236 14.090 159,59%

Operation profit / (loss) 23.346 11.171 17.025 108,99%

Financial profit / (loss) (4.562) (3.935) (2.935) 15,93%

Income tax (2.626) (1.147) (1.994) 128,95%

Net profit 16.158 6.089 12.096 165,36%


Evolution of the Issuer's revenues in the period 2010-2012 (million RON)

Source: Adeplast

Evolution of the Issuer's net profit in the period 2010-2011

-

50

100

150

200

250

2010 2011 2012

Total revenues Total expenses

- 20 40 60 80

100 120 140 160 180 200

2010 2011 2012

Operating revenuess

Operating expenses

27

Source: Adeplast

The following values are calculated based on the IFRS-EU consolidated financial statements:

Thousands

RON 2012 2011 2010

EBITDA 35.341 24.612 30.421

EBIT 23.346 11.171 17.025

Net profit 16.158 6.089 12.096


Interim statement of comprehensive income

thousands RON 30.06.2013 30.06.2012

Revenues 99.083 74.509

Other operating revenues 796 701

Stocks variation 2.342 706

Other (losses) / incomes from operations - net 174 1.393

Impairment (tax) / issue of current assets 638 291

Reversal of value adjustments for fixed assets - 921

Total operating revenues 103.033 78.521

Raw materials and consumables (55.976) (36.487)

Utilities (2.374) (1.314)

Employee Benefits (4.493) (2.944)

Services provided by third parties (10.749) (9.312)

Depreciation (6.780) (6.437)

Cost of goods for resale (9.216) (11.550)

Other operating expenses (1.136) (1.291)

Total operating expenses (90.724) (69.335)

Operating profit 12.309 9.186

Financial revenues 4.902 944

Financial expenses (8.617) (4.955)

Financial gain / (loss) (3.715) (4.011)

Profit before taxation 8.594 5.175

0 2 4 6 8

10 12 14 16 18

2010 2011 2012

Net profit

28

Income tax (1.413) (833)

Net profit for the year 7.181 4.342

- -

Revaluation of land and buildings. 262 -

The effect of the deferred tax. (24) -

Total other elements of the comprehensive income 239 -

Total comprehensive income 7.420 4.342


The total operating revenues increased by 31% in the first half of 2013 compared to the same

period in 2012. Similarly, the total operating expenses increased by the same percentage. The net

profit for the first six months of 2013 as compared to same period of 2012 increased substantially

by 65.38%.

3.2.1.3 Cash flows

The annual statement of Issuer's cash flow, extracted from the financial statements prepared in

accordance with IFRS-EU standards, is presented below:

Thousands Ron 2012 2011 2010

Cash flow from operating activities

Net profit for the year

16.158

6.089

12.096

Adjustments for:

Depreciation and amortisation

11.075

13.441

13.243

Provision for uncollected trade receivables

(161)

1.087

1.674

Trade receivables written off

602

1.156

1.340

(Profit) / loss from the disposal of fixed assets

505

(700)

10

The effect of foreign exchange rate changes on

loans

2.245 - -

Interest expenses

3.152

3.747

3.880

Interest revenues

(335)

(1.180)

(1.714)

Income tax

2.626

1.147

1.994

Operating cash flows before changes in

working capital

35.867

24.787

32.524

Changes in working capital

(Increase) in trade and other receivables

(19.492)

(5.869)

7.685

(Increase) in inventories

828

(4.858)

(3.057)

(Decrease) / increase in trade payables and other

29

liabilities 4.595 2.108 (3.215)

Cash generated from operations

21.798

16.168

33.937

Interests paid

(3.155)

(3.747)

(3.880)

Income tax paid

(1.546)

(1.220)

(1.630)

Net cash from operating activities

17.097

11.201

28.427

Cash flows from investing activities

Acquisitions of tangible assets and intangible

assets

(47.517)

(27.893)

(7.126)

Colections for sales of tangible assets and

intangible assets

369

1.071

1.084

Interest received

335

1.180

1.714

Net cash used in investing activities

(46.814)

(25.642)

(4.422)

Cash flow from financing activities

Increase in loans

30.390

17.930 -

Reimbursement of loans

(11.890) -

(8.333)

Principal payments of the financial leasing

(3.489)

(3.340)

(5.301)

Restricted cash

8

26

349

Paid dividends

(195)

(2.381)

(1.892)

Net cash from financing activities

14.823

12.235

(15.177)

Net increase of cash and cash equivalents

(14.894)

(2.205)

8.921

Cash and cash equivalents at the beginning of

the year

19.096

21.301

12.380

Cash and cash equivalents at the end of the

year

4.202

19.096

21.301


The cash flow generated from the operating activities increased in absolute terms in 2012 by

5,896 thousands RON compared to 2011 and in relative terms, by 53%, from 11.201 thousands

RON to 17.097 thousands RON.

The positive cash flows from the operating activities were offset by cash outflows for investments

in tangible assets and intangible assets, which reduced the cash by 47.517 thousands RON in 2012

and by 27.893 thousands RON in 2011. The net cash outflow used in the investing activities

30

amounted to 46.814 thousands RON in 2012, compared to 25 642 thousands RON in 2011.

Unlike 2010 when the repayment of loans (worth 8,333 thousands RON) was the main reason the

net cash flows from financing activities decrease by 15.177 thousands Ron of, in 2011 and 2012

the revenues from loans (worth 30.390 thousands RON and respectively 17.930 thousands RON)

contributed to positive net cash flows from financing activities, respectively 14.823 thousands

RON in 2012 and 12.235 thousands RON in 2011.

The statement of cash and cash equivalents for the last three financial years ended is presented in

the following table:


Cash and bank depositsin RON 4.244 6.603 20.963

Cash and bank deposits in foreign currencies. 29 12.572 443

Total cash and cash equivalents 4.273 19.175 21.406


In 2012 the reduction of total cash and cash equivalents was caused primarily by the decrease of

the cash and bank deposits in foreign currencies from 12.572 thousands RON in 2011 to only 29

thousands RON in 2012. For 2011, the decrease of the cash and cash equivalents of the Issuer

was caused by the reduction of the cash and bank deposits in RON.

Interim Cash Flow Statement

thousands RON 30.06.2013 30.06.2012

Cash flow from operating activities

Net profit for the year 7.181 4.342

Adjustments for:

Depreciation and amortisation 6.780 5.516

Provision for uncollected trade receivables (1.396) (758)

Trade receivables written off 758 467

(Profit) / loss from the disposal of fixed assets 429 (37)

Net interest expenses 1.826 1.661

Corporate tax 1.413 833

Operating cash flows before changes in working

capital 16.991 12.024

Changes in working capital

(Increase) in trade and other receivables (25.210)

(24.230)

(Increase) in inventories (10.701) (554)

(Decrease) / increase in trade payables and other

liabilities 28.597 7.525

Cash generated from operations 9.677 (5.235)

Cash flows generated from operations

Cash flows generated from operations 9.677 (5.235)

Interests paid (1.826) (1.661)

Income tax paid (562) -

31

Net cash from operating activities 7.289 (6.896)

Cash flows from investing activities

Acquisitions of tangible assets and intangible assets (31.092)

(13.895)

Gains from sales of tangible assets and intangible

assets 174 234

Net cash used in investing activities (30.919) (13.661)

Cash flow from financing activities

Increase in loans 35.492 13.359

Reimbursement of loans (5.829) (4.971)

Principal payments of the financial leasing (3.315) (1.720)

Paid dividends - (195)

Restricted cash (1) 1

Shareholder loans 3.604 -

Net cash from financing activities 29.952 6.474

Net increase of cash and cash equivalents 6.323 (14.083)

Cash and cash equivalents at beginning of the year 4.202 19.096

Cash and cash equivalents at the end of the year 10.525 5.013


For the cash flow statement, cash and cash equivalents and overdrafts are as follows:


Cash and cash

equivalents

4.273 19.175 21.406

Restricted cash (71) (79) (105)

Total 4.202 19.096 21.301

3.2.1.4 Changes in Shareholders equity

Thousands Ron Share

capital

Legal

reserve

Revaluatio

n reserve

Retaine

d

earnings Total

Minorit

y

interests

Total

capital

Balance at December 31,

2009

3.615

660 14.644

29.305

48.224 -

48.224

Profit for the year - - -

12.096

12.096 -

12.096

Increase in legal reserve - - - - - - -

- - - - - - -

Other elements of the

comprehensive income - - - - - - -

Profit / (loss) from the

revaluation of the land and

buildings - -

(2.200) -

(2.200) -

(2.200)

32

Impact of tax laws on

deferred tax - - 362 -

362 -

362

Total other elements of

the comprehensive

income

3.615

660 12.806

41.401

58.482 -

58.482

- - - - - - -

Transactions with the

shareholders - - - - - - -

Payment of dividends

- - -

(1.190)

(1.190) -

(1.190)

Revaluation excess

obtained - -

(228)

228 - - -


2010

3.615

660 12.578

40.438

57.291 -

57.291


6.089

6.089 -

6.089



comprehensive income

Revaluation excess

obtained - -

(228)

228 - - -

Profit / (loss) by the


buildings - - - - - - -

Impact of tax laws on

deferred tax - - - - - - -


the comprehensive

income

3.615

660 12.350

46.755

63.380 -

63.380


shareholders

Payment of dividends - - -

(2.381)

(2.381) -

(2.381)


2011

3.615

660 12.350

44.374

60.999 -

60.999


16.158

16.158 -

16.158




Revaluation excess

obtained - -

(228)

228 - - -



buildings - - 2.295 -

2.295 -

2.295

Effect of deferred tax - -

(367) 0

(367) -

(367)


the comprehensive

income

3.615

660 14.050

60.760

79.085 -

79.085


shareholders

Payment of dividends - - -

(195)

(195) -

(195)

33


2012

3.615

660 14.050

60.565

78.890 -

78.890


7.181

7.181 -

7.181


- - -


comprehensive income - - - - - -

Revaluation excess

obtained - - (114)

114 - - -



buildings - - 262 -

262 -

262

Effect of deferred tax - - (24) -

(24) - -

Total other elements of the


3.615

660 14.174

67.860

86.309 -

86.309


shareholders

Payment of dividends - - - - - - -

Balance at June 30, 2013

3.615

660 14.174

67.860

86.309 -

86.309


Accounting policies

Issuer's accounting policies can be found in the notes to the consolidated financial statements.

This information should be accompanied by a narrative description of the significant changes in

the Issuer's financial condition and its operating revenues during or after the period covered by

the essential historical financial information.

Significant changes in the Issuer's financial situation

Apart from the information described in this document, there were no significant changes in the

financial or trading position of the Issuer since the end of last financial year for which audited

financial statements or interim financial statements have been published.

B.8 Selected essential pro forma financial information, identified as such.

Not applicable.

The selected essential pro forma financial information should clearly indicate that, because of

their nature, the pro forma financial information refers to a hypothetical situation and, therefore,

does not represent the actual financial position or the real results of the Company.

Not applicable.

B.9 If forecasts or estimates of the profit are developed, the figure is mentioned.

Not applicable

B.10 A description of the nature of all qualificationsof the audit report concerning the historical

34

financial information.

The historical annual financial information has been audited. There were no cases of refusal of

preparation of an audit report on the financial information from the auditors.

The auditor's opinion included in the audit report for the revised interim financial statements IFRS

for the first 6 months of 2013 include the following reserve:

As mentioned in note 9 to the individual aggregated interim financial statements, as of June 30th,

2013, the Company has short and long term loans worth 135.288 thousands RON granted by two

banking institutions, of which 69.455 thousands RON presented as long term in the individual

interim statement of the financial position as of June 30th,2013. As of December 31

st, 2012 and,

respectively June 30th, 2013, the Company did not comply with one of the financial ratios

stipulated by the loan agreement and certain provisions regarding the notification of banking

institutions on some undertaken financial obligations. According to IAS 1 Presentation of

financial statements, in the absence of a notification sent by the banking institution regarding the

waiver to penalties, the long term debt will be shown as short term debt.

Thus, the long term loans are overestimated by 69.455 thousands RON (December 31st, 2012:

65.811 thousands RON) while the short term loans are underestimated by the same amount in the

individual interim statement of the financial position as of June 30th, 2013.

Subsequent to June 30th, 2013, the Company obtained notifications according to which the banking

institutions acknowledged the failure to meet these contractual provisions on June 30th, 2013 and

confirmed that they would not apply the penalties stipulated in the loan contracts for the failure to

comply with the respective contractual clauses.

The auditors opinion expressed in the audit report for the IFRS revised interim financial

statements for the financial year 2012 includes the following qualification:

"As shown in note 12 to the enclosed financial statements,as of December 31st, 2012, the Company

has loans worth 110.004 thousands RON granted by the Bank, of which 65.810 thousands RON

are shown as long term debts. On December 31st, 2012, the Company did not comply with one of

the lending conditions requested by the Bank as financial ratios. After the balance sheet date, the

Company received a letter from the Bank notifying that the verification of the noncompliance with

the general lending conditions will be performed on the date of renewing the maturity of the short

term loan, that is on December 6th, 2013. According to the received letter, the Bank will perform

the Companys financial analysis not only based on the RAS financial statements as of December

31st, 2012, but also considering the last trial balance available on the analysis date and the interim

financial statements as of June 30th, 2012. However, IAS Presentation of financial statements

specifies that the long term debts have to be classified as short term debts if such a waiver is not

received from the Bank before the balance sheet date. Consequently, the long term loans are

overestimated by 65.810 thousands RON while the short term loans are underestimated by the

same amount in the individual interim statement of the financial position on December 31st, 2012."

Regarding the opinions with qualifications expressed above by the letters no. 141334/14.08.2013

and 141333/14.08.2013, UTB, the banking institution referred to above, stated: "We hereby

inform you that Bank acknowledges the failure to comply with the contractual conditions

mentioned above [...] and confirms that there will not be applied the penalties specified in the

loan agreement in terms of contractual violations occurred until the date of this document."

The indicator referred to above is the Current Liquidity, calculated as the ratio between the

35

current assets and the short term liabilities. Under the loan agreement, the amount that should be

achieved as of December 31, 2012 was of 100%; the effective registered value was of 91.16%.

The reason for the failure was the use of cash and equity funds for Adeplasts investments. The other 11 required clauses were satisfied.

The audit opinions from the auditors reports relating to the IFRS financial statements for the financial years 2010 and 2011 do not include any qualifications expressed by the auditor.

B.11 If the issuers working capital is not sufficient for the Issuers current needs, an explanation should be included.

In the opinion of the Issuer, its net working capital is sufficient for its current obligations.

Section C Securities

C.1 A description of the nature and class of the shares that are being offered and / or admitted to

trading, including any identification number of the Shares..

Shares

The Offered Shares belong to the same class of shares, are ordinary, nominative, indivisible,

issued in dematerialized form and have a nominal value of 0.1 RON each..

Subsequent to the admission of the Shares to trading, shareholders register shall be keept by the

Central Depository.

Legislation under which the shares were issued

The shares were issued in accordance with Romanian law in force, particularly with the

Companies Law.

Form under which the shares were issued

Issuer's shares are nominative shares issued in a dematerialized form.

C.2 Currency of the Shares.

The issuance was made in the National currency.

C.3 Number of shares issued and fully paid and the number of shares issued but not fully paid .

In accordance with the Constitutive Act, Issuer's share capital is of RON 3,300,000, divided into

33,000,000 shares with a nominal value of RON 0,1 each. The share capital value was fully paid.

Of the total share capital, RON 31,122 represents a contribution in kind, i.e. an Iveco truck and a

trailer type Orten 190 E 42. The value of capital paid by contribution in kind does not currently

exceed 1% of the share capital.

Although according to the addendum authenticated under the number 2191/15.05.1998, the value

of the truck and of the trailer was paid in DM and supported equally by the five associates of the

Company, at the time of the registration with the Trade Register of the share capital increase via

contribution in kind (entry 3597/25.05.1998), the contribution in