orbis s.a. - quarterly financial report qsr 1/2013orbis group condensed consolidated interim...

Orbis Capital Group

Quarterly Financial Report QSr 1/2013 Containing: - selected financial figures - the condensed consolidated interim financial statements of the Orbis Group as at March 31, 2013 and for 3 months ended March 31, 2013 - the condensed interim financial statements of Orbis S.A. as at March 31, 2013 and for 3 months ended March 31, 2013

in PLN '000 in EUR '000

3 months ended

March 31,2013

3 months ended March 31,

2012


2013


2012

Net sales of services, merchandise and raw materials 124 765 137 176 29 892 32 857

Operating loss (6 948) (10 472) (1 665) (2 508)

Net loss for the period (6 025) (7 834) (1 444) (1 876)Net loss for the period attributable to owners of the parent (6 001) (7 831) (1 438) (1 876)

CONSOLIDATED STATEMENT OF CASH FLOWS Net cash used in operating activities (32 918) (25 373) (7 887) (6 077)

Net cash generated by/(used in) investing activities 12 565 (41 438) 3 010 (9 925)

Net cash generated by financing activities 1 774 7 244 425 1 735

Net cash flow, total (18 579) (59 567) (4 451) (14 268)

LOSS PER SHAREBasic and diluted loss per share attributable to owners of the parent (0,13) (0,17) (0,03) (0,04)


balance as at March 31,

2013

balance as at December 31,

2012


2013


2012

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONNon-current assets 1 835 776 1 832 533 439 454 448 249

Current assets 204 868 210 890 49 042 51 585

Assets classified as held for sale 30 683 76 387 7 345 18 685

Equity 1 926 104 1 932 037 461 077 472 589

Equity attributable to owners of the parent 1 926 004 1 931 913 461 053 472 558

Non-current liabilities 35 899 37 800 8 594 9 246

Current liabilities 85 403 124 503 20 444 30 454

Liabilities associated with assets classified as held for sale 23 921 25 470 5 726 6 230

SELECTED FINANCIAL FIGURES

Orbis Group

CONSOLIDATED INCOME STATEMENT


3 months ended

March 31, 2013


2012


2013


2012

INCOME STATEMENTNet sales of services, merchandise and raw materials 90 816 105 522 21 759 25 275

Operating loss (11 837) (15 571) (2 836) (3 730)

Net loss for the period (9 383) (13 038) (2 248) (3 123)

STATEMENT OF CASH FLOWSNet cash used in operating activities (9 456) (10 692) (2 266) (2 561)Net cash generated by/(used in) investing activities 17 575 (41 260) 4 211 (9 883)

Net cash used in financing activities 0 (1 337) 0 (320)

Net cash flow, total 8 119 (53 289) 1 945 (12 764)

LOSS PER SHARE

Basic and diluted loss per share (0,20) (0,28) (0,05) (0,07)



2013


2012


2013


2012

STATEMENT OF FINANCIAL POSITIONNon-current assets 1 854 303 1 849 171 443 889 452 319

Current assets 129 177 115 840 30 923 28 335

Assets classified as held for sale 15 291 61 634 3 660 15 076

Equity 1 889 006 1 898 389 452 197 464 358

Non-current liabilities 38 437 40 251 9 201 9 846

Current liabilities 71 328 88 005 17 075 21 527

SELECTED FINANCIAL FIGURES

Orbis Spółka Akcyjna

Orbis Group

Condensed consolidated interim financial statements

as at March 31, 2013 and for 3 months ended

March 31, 2013

Orbis GroupCondensed consolidated interim financial statements - first quarter of 2013

(all amounts are quoted in PLN thousands, unless otherwise stated)

A s s e t s balance as at

March 31, 2013


2012


2012

Non-current assets 1 835 776 1 832 533 1 813 139

Property, plant and equipment 1 686 725 1 694 206 1 672 340

Intangible assets, of which: 109 347 109 623 110 288

- goodwill 107 252 107 252 107 872

Other financial assets 11 270 0 27

Investment property 27 199 27 451 29 189

Other long-term investments 961 961 961

Deferred tax assets 17 20 17

Other long-term assets 257 272 317

Current assets 204 868 210 890 229 229

Inventories 3 360 3 510 3 854

Trade receivables 27 577 26 019 30 824

Income tax receivables 1 479 1 036 5 571

Other short-term receivables 51 061 40 935 29 768

Short-term financial assets 0 0 374

Cash and cash equivalents 121 391 139 390 158 838

Assets classified as held for sale 30 683 76 387 28 310

T o t a l a s s e t s 2 071 327 2 119 810 2 070 678

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at March 31, 2013, December 31, 2012 and March 31, 2012

1



E q u i t y and L i a b i l i t i e sbalance as at

March 31, 2013


2012


2012

Equity 1 926 104 1 932 037 1 920 760

Equity attributable to owners of the parent 1 926 004 1 931 913 1 920 484

Share capital 517 754 517 754 517 754

Reserves 133 333 133 333 133 333

Retained earnings 1 274 924 1 280 925 1 269 414

Foreign currency translation reserve (7) (99) (17)

Non-controlling interests 100 124 276

Non-current liabilities 35 899 37 800 38 947

Borrowings 0 0 4 315

Deferred tax liabilities 10 988 12 622 17 739

Other non-current liabilities 6 919 7 186 532

Provision for retirement benefits and similar obligations 17 992 17 992 16 361

Current liabilities 85 403 124 503 110 971

Borrowings 0 0 3 475

Trade payables 28 726 67 707 32 998

Current tax liabilities 0 8 0

Other current liabilities 52 967 48 877 66 127


Provisions for liabilities 1 668 5 869 4 484

Liabilities associated with assets classified as held for sale 23 921 25 470 0

T o t a l e q u i t y a n d l i a b i l i t i e s 2 071 327 2 119 810 2 070 678


CONSOLIDATED STATEMENT OF FINANCIAL POSITION, continued

2




2013


2012

Net sales of services, merchandise and raw materials 124 765 137 176

Cost of sales (111 635) (117 711)

Gross profit on sales 13 130 19 465

Other operating income 8 998 1 891

Distribution & marketing costs (6 231) (6 020)

Administrative expenses (21 925) (22 135)

Other operating expenses (920) (3 673)

Operating loss (6 948) (10 472)

Finance income 926 1 810

Finance costs (210) (137)

Loss before tax (6 232) (8 799)

Income tax expense 819 1 340

Net loss from continuing operations (5 413) (7 459)

Loss from discontinued operations (612) (375)

Net loss for the period (6 025) (7 834)

Attributable to:

Owners of the parent (6 001) (7 831)

Non-controlling interests (24) (3)

(6 025) (7 834)

Loss per ordinary share (in PLN)

Basic and diluted loss per share attributable to owners of the parent for the period (0,13) (0,17)

CONSOLIDATED INCOME STATEMENT

for 3 months ended March 31, 2013 with comparable figures for the year 2012

Explanation of differences in presented data for 3 months ended March 31, 2012 against previously published data is provided in point 12 of thesestatements

3




2013


2012


Exchange differences on translating foreign operations 92 (159)

Other income and expense 0 0

Other comprehensive income/(loss) before tax 92 (159)

Income tax on other comprehensive income 0 0

Other comprehensive income/(loss), net of income tax 92 (159)

Total comprehensive income/(loss) for the period (5 933) (7 993)

Attributable to:

Owners of the parent (5 909) (7 990)

Non-controlling interests (24) (3)

(5 933) (7 993)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


4



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Balance as at January 1, 2012 517 754 133 333 1 277 245 142 279 1 928 753

- net profit/(loss) for the period 0 0 68 339 0 (155) 68 184

- other comprehensive income/(loss) 0 0 0 (241) 0 (241)

Total comprehensive income/(loss) for the period 0 0 68 339 (241) (155) 67 943

- dividends 0 0 (64 659) 0 0 (64 659)

Balance as at December 31, 2012 517 754 133 333 1 280 925 (99) 124 1 932 037

Balance as at January 1, 2012 517 754 133 333 1 277 245 142 279 1 928 753

- net loss for the period 0 0 (7 831) 0 (3) (7 834)

- other comprehensive income/(loss) 0 0 0 (159) 0 (159)

Total comprehensive income/(loss) for the period 0 0 (7 831) (159) (3) (7 993)

Balance as at March 31, 2012 517 754 133 333 1 269 414 (17) 276 1 920 760

Balance as at January 1, 2013 517 754 133 333 1 280 925 (99) 124 1 932 037

- net loss for the period 0 0 (6 001) 0 (24) (6 025)

- other comprehensive income/(loss) 0 0 0 92 0 92

Total comprehensive income/(loss) for the period 0 0 (6 001) 92 (24) (5 933)

Balance as at March 31, 2013 517 754 133 333 1 274 924 (7) 100 1 926 104

Three months ended March 31, 2013

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


Twelve months ended December 31, 2012

Equity attributable to owners of the parent

of which: three months ended March 31, 2012

5




2013


2012

OPERATING ACTIVITIES

Loss before tax (6 232) (8 799)

Adjustments: (25 049) 6 103Depreciation and amortization 28 120 28 015Interest (926) (1 717)(Gain)/loss from investing activities (8 601) 70Change in receivables (15 338) (17 452)Change in current liabilities, excluding borrowings (24 333) (645)Change in provisions (4 201) (2 095)Change in inventories 150 (90)Other adjustments 80 17

Cash used in operations - discontinued operations (375) (20 436)

Cash used in operations (31 656) (23 132)Income taxes paid (1 262) (1 485)

Income taxes paid - discontinued operations 0 (756)

Net cash used in operating activities (32 918) (25 373)

INVESTING ACTIVITIESProceeds from disposal of property, plant and equipment and intangible assets 37 091 25

Interest received 926 1 717Payments for property, plant and equipment and intangible assets (23 473) (53 141)Cash (used in)/generated by investing activities - discontinued operations (1 979) 9 961

Net cash generated by/(used in) investing activities 12 565 (41 438)

FINANCING ACTIVITIES

Cash generated by financing activities - discontinued operations 1 774 7 244

Net cash generated by financing activities 1 774 7 244

Change in cash and cash equivalents (18 579) (59 567)

Cash and cash equivalents at the beginning of the period 142 442 218 405

Cash and cash equivalents at the end of the period 123 863 158 838of which:- cash and cash equivalents from continuing operations 121 391 116 974- cash and cash equivalents from discontinued operations 2 472 41 864


CONSOLIDATED STATEMENT OF CASH FLOWS

Explanation of differences in presented data for 3 months ended March 31, 2012 against previously published data is provided in point 12 of these statements

6

Orbis Group Condensed interim consolidated financial statements – first quarter of 2013

(all amounts are quoted in PLN thousand, unless otherwise stated)

7

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

OF THE ORBIS GROUP AS AT MARCH 31, 2013 AS WELL AS FOR 3 MONTHS ENDED MARCH 31, 2013

TABLE OF CONTENTS

1. BACKGROUND

2. IMPORTANT EVENTS AND FACTORS AFFECTING FINANCIAL PERFORMANCE OF THE GROUP 2.1 Major events of the current quarter – President’s comment 2.2 Factors significant for the development of the Group

2.2.1 External factors 2.2.2 Internal factors 2.2.3 Prospects for the forthcoming quarters 2.2.4 Position of the Management Board as regards viability of previously published forecasts

3. COMPANIES FORMING THE ORBIS GROUP 3.1 Companies forming the Orbis Group as at March 31, 2013 3.2 Changes in the Group’s structure and their effect, including business combinations, acquisition and

disposal of subsidiaries as well as long-term investments 3.3 Companies eliminated from consolidation

4. INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP 4.1 Income statement of the Orbis Group 4.2 Results and operating ratios of the Orbis Hotel Group 4.3 Revenue and results by business segments 4.4 Seasonality or cyclicality of operations

5. STATEMENT OF FINANCIAL POSITION OF THE GROUP 5.1 Non-current assets 5.2 Current assets 5.3 Assets classified as held for sale and liabilities associated with assets classified as held for sale 5.4 Non-current liabilities 5.5 Current liabilities 5.6 Borrowings 5.7 Changes in estimates of amounts 5.8 Contingent assets and liabilities, including sureties for borrowings or guarantees issued in the Orbis

Group

6. STATEMENT OF CASH FLOWS OF THE GROUP 6.1 Operating activities 6.2 Investing activities 6.3 Financing activities

7. STATEMENT OF CHANGES IN EQUITY OF THE GROUP AND DIVIDENDS

8. RELATED PARTY DISPOSALS AND DISCONTINUED OPERATIONS

9. IMPACT OF NON-RECURRING AND ONE-OFF EVENTS

10. ISSUE, REDEMPTION AND REPAYMENT OF DEBT AND EQUITY SECURITIES

11. RELATED PARTY TRANSACTIONS

12. CHANGES IN ACCOUNTING POLICIES

13. EVENTS AFTER THE REPORTING PERIOD

14. ISSUER’S SHAREHOLDERS

15. CHANGES IN THE HOLDING OF THE ISSUER’S SHARES BY MANAGING AND SUPERVISING PERSONS IN THE PERIOD SINCE THE LAST INTERIM REPORT

16. LEGAL CLAIMS



8

1. BACKGROUND The attached condensed interim consolidated financial statements comprise the parent company and its subsidiaries (jointly referred to as the “Orbis Group” or the “Group”). The Orbis Group carries out business in the hospitality. The parent company of the Orbis Group is Orbis S.A. with its corporate seat in Warsaw, at ul. Bracka 16, 00-028 Warsaw, Poland, entered into the Register of Businesses maintained by the District Court in Warsaw, XII Commercial Division of the National Court Register under the number KRS 22622. According to the Polish Classification of Business Activity [PKD], the Company’s business operations are classified under section I, item 5510Z. On the Warsaw Stock Exchange, the Company’s operations are classified as miscellaneous services. The Companies Orbis S.A., Hekon-Hotele Ekonomiczne S.A. and UAB Hekon as well as Orbis Kontrakty Sp. z o.o. jointly form the Orbis Hotel Group. The Orbis Hotel Group is the largest hotel network in Poland and Central Europe. As at March 31, 2013 the Group’s structure comprised 60 hotels (including 51 owned hotels, 1 leased hotel, 3 hotels under management agreement and 5 franchised properties) located in 28 cities and resorts in Poland and in Lithuania. Hotels of the Group operate under world-known Accor brands: Sofitel, Novotel, Mercure, ibis budget and ibis Styles as well as under the Polish brand Orbis Hotels, and offer services of different standards, from five to one star. Orbis Transport Sp. z o. o. is a short-term car rental company operating on the basis of a license agreement with Hertz International Ltd.

The complete list of companies of the Orbis Group is published in point 3.1 of this report. Changes in the Orbis Group structure that have occurred since the publication of last financial statements are presented in point 3.2 of this report. These condensed interim consolidated financial statements have been prepared as at March 31, 2013 as well as for 3 months ended March 31, 2013. The presented condensed interim consolidated financial statements are in compliance with the International Financial Reporting Standards approved by the European Union, issued and valid on the date of these financial statements, including the International Accounting Standard 34 “Interim Financial Reporting”. The principal accounting policies applied in the preparation of the consolidated financial statements are set out in note 2.3 to the annual consolidated financial statements for 2012. The accounting policies have been consistently applied to all the years presented in the financial statements. Any possible changes as compared to the figures presented previously are disclosed in point 12 of these financial statements. The consolidated financial statements have been prepared on the assumption that the Orbis Group will continue as a going concern in the foreseeable future. The functional and presentation currency is the Polish zloty. All financial figures are quoted in PLN thousand, unless otherwise stated. Figures from the statement of financial position and the income statement prepared in Lithuanian litas (LTL) by the consolidated company UAB Hekon seated on the territory of Lithuania have been converted into the Polish currency at the average exchange rate quoted by the National Bank of Poland as at March 31, 2013 (LTL 1 = PLN 1.2099 for assets and liabilities) and at the exchange rate being the arithmetic mean of average exchange rates quoted by the National Bank of Poland at the day ending each month of the financial year (LTL 1 = PLN 1.2088 for the income statement). All resulting exchange differences are recognized as a component of equity.



9

2. IMPORTANT EVENTS AND FACTORS AFFECTING FINANCIAL PERFORMANCE OF THE GROUP

2.1 Major events of the current quarter – President’s comment

• Steady increase of Orbis’ market share (three new hotels added), despite unfavorable economic environment

• Speeding up development in line with the corporate strategy: in total 767 hotel rooms operating in ‘asset light’ mode, 268 of which opened in 1Q 2013 under franchise agreements and a more in the pipeline

• Closing the sale and franchise back deal of the Mercure Kasprowy Hotel in Zakopane for PLN 56.4 million

• Strengthening Orbis’ engagement in social actions by helping unprivileged youngsters in becoming independent via ‘Accordeon Samodzielności’ new project

The results of 1Q 2013 reflect unfavorable trends in the economy, however it is important to highlight that the first quarter performance does not significantly influence the whole year results, as it usually represents below 10% of whole year EBITDA. That is why Orbis normally starts evaluating trends only after the first half of the year. There were few factors, either considered as one-offs or reversible ones, that negatively impacted hospitality results in the first quarter. First of all, we could observe unstable macroeconomic situation, which affected corporate clients’ decision to cancel or to suspend certain MICE events and to wait for more favorable market conditions. Taking into account many analysts’ expectations, the second half of the year should probably bring such revival. Secondly, due to low demand in the winter season in Poland, some key airlines suspended tens of regular flight connections, though majority of these flights were already resumed back in April. Thirdly, the holiday calendar this year (including Easter) had a negative influence on the 1Q results. A shift of few million PLN in revenue from March to April significantly impacted the Company’s financial indicators due to a low base in 1Q. Despite the negative economic environment (i.e. lowering the 2013 GDP forecast), Orbis results were quite satisfactory – the 1Q 2013 like-for-like revenue amounted to PLN 119.4 million. Thanks to its expertise and innovative analytical tools, the Company quickly responded to the changing market conditions. Orbis concentrated more on leisure segment instead of the negatively affected MICE segment. Simultaneously, in the 1st phase, the Company has also implemented an aggressive volume strategy in order to increase the market share in the 1Q when Poland’s economy was slowing down. The Company has also continued its restructuring process launched at both levels: in hotels and in the Head Office (the latter has been introduced in March onwards) that will bring benefits in the cost side in the months to come. In 1Q 2013 the company successfully continued implementing its ‘asset light‘ strategy. Orbis finalized the sale and franchise back transaction of the Mercure Kasprowy in Zakopane for PLN 56.4 million. Thanks to these agreements, Orbis gained a business partner with expertise in hospitality, promising for the successful future of the hotel. In order to increase the market share, Orbis opened three new hotels in the first three months of 2013, all of which operate under the ’asset light’ model. Mercure Piotrków Trybunalski, Mercure Krynica Zdrój Resort & SPA and ibis Styles Wałbrzych offer in total 268 rooms to hotel guests. In the months to come, more hotel openings based on franchise or management agreements are expected, as development of the Group’s network in this way is our priority. Taking into consideration the strength of the brand, Orbis continues the process of making the hotel network more coherent in terms of quality of product in line with changing expectations of our customers, mainly through rebranding and modernization of the hotel portfolio. In 1Q 2013 Mercure Warszawa Centrum (former Holiday Inn) and Mercure Cieszyn (former Orbis Halny) joined the brand family. Both hotels have been renovated and adapted to requirements of the brand. At the same time, much effort was and is put into the training of our staff in order to offer our clients modern, consistent and competitive product.



10

In 1Q 2013 Orbis run accorhotels.com winter marketing campaigns to overcome disadvantageous environment. Thanks to these actions, the company significantly increased the share of rooms booked by direct distribution channels, which are less costly and the most efficient for the Company. With the objective to help local communities Orbis consequently launched its second social project “Accordeon Samodzielności”, which enjoyed the prestigious patronage of the Minister of Work and Social Policy. Thanks to the experience gained in the 1st edition of the project, and the positive response of the participants and professional partners, Orbis has already started to prepare the 2nd edition, which will commence in autumn this year. We keep observing, with adequate attention, the situation on the market and its impact on Orbis results. The company will continue to take efforts to adapt to these unfavorable conditions by taking steps towards increasing sales as well as optimizing expenditures to better control the cost side of our business. The present unstable market environment is an endorsement of Orbis’ decision to implement the ‘asset light’ strategy, as this business model facilitates more effective operations in a volatile market environment.



11

2.2 Factors significant for the development of the Group

2.2.1 External factors

Economic growth The level and rate of growth of the GDP is one of the basic factors determining demand in the hotel sector. According to economists’ forecasts expressed in a survey by the Rzeczpospolita daily, in the first quarter of 2013 the GDP grew by 0.6%-0.8% as compared to 1.7% and 0.7% growths in the third and fourth quarter of 2012 (Rzeczpospolita daily: “We keep buying sparingly” [Wciąż kupujemy bardzo oszczędnie] of April 24, 2013); Central Statistical Office [GUS]: “Gross Domestic Product - the update of estimate for 2011-2012” [Informacja Głównego Urzędu Statystycznego w sprawie zaktualizowanego szacunku PKB za lata 2011-2012] of April 22, 2013). The decline in the GDP growth rate is predominantly an effect of a drop in private and public consumption as well as diminishing exports to key European partners, both connected with the economic crisis in the eurozone. Dire situation on the labour market, including a fall in real wages and salaries as well as the employment level in January 2013, further deepened the reduced inclination for consumption, commenced in the fourth quarter of 2012 (Rzeczpospolita daily: “Real wages and salaries continue to go down” [Płace realne wciąż spadają] of February 19, 2013). Fast decelerating inflation proved an additional problem - in February and March, for the first time in 6 years, the price growth was below the admissible level determined by the Monetary Policy Council and stood at 1.3% and 1% y/y, respectively. It may go down to even below 1% in the summer (Rzeczpospolita daily: “Inflation decelerates fast and will go down even further” [Inflacja ostro hamuje i będzie jeszcze niższa] of March 15, 2013); Parkiet: “Inflation at 1% only” [Inflacja to już tylko 1 proc.] of April 16, 2013). Similarly, industrial production went down (in the first quarter it was by 2% lower than in the corresponding period of past year), and so did building production (down by 15.1% y/y) (Central Statistical Office [GUS] - current information, preliminary results of April 18, 2013). Currency rate The EUR/PLN exchange rate exerts a substantial impact on the demand in the tourist & hotel business. According to data of the National Bank of Poland, in the first quarter of 2013 the average EUR/PLN rate stood at PLN 4.1555 and was by 1.8% lower than the average EUR/PLN rate in the first quarter of 2012. Currency rate fluctuations impact attractiveness of Polish hotels for foreigners. Tourist traffic and hotel market Figures for the first quarter of 2013 have not been published as at the date of these financial statements. As estimated by the Institute of Tourism, the number of foreigners’ arrivals reported during the year 2012 stood at 67.4 million (by 11% more than in 2011), of which the number of tourists is estimated at 14.8 million (up by 11%). According to figures from the Central Statistical Office [GUS], 4.9 million foreign guests stayed in collective accommodation establishments in 2012 (by 12% more than in 2011) and the number of roomnights sold to them reached 11.8 million (10.7% growth). In nearly entire Europe the year 2013 commenced with a fall in basic hotel ratios. In January Revenue per Available Room (RevPAR) went down by 1.2% y/y on average. As compared to the entire Europe, Poland is among the countries that experience quite substantial declines, reporting in January a 5.6% y/y decline in RevPAR (Hotelarstwo portal: “The year started with a fall in revenue per room” [Rok zaczął się spadkiem przychodów na pokój] of March 8, 2013). Further drops could be observed in February. Warsaw turned out to be one of Europe’s cheapest cities, with an average price of a double room at the level of PLN 252 (down by 12% y/y), while the European average stood at PLN 417 in the same month. Other cities reported deep declines as well. In Poznań hotel rates went down by as much as 19% y/y and stood PLN 233 on average; Wrocław reported a 16% decline in rates (average room rate of PLN 220), while Gdańsk and Łódź - a fall by 13% (average rates stood at PLN 228 and PLN 241) (Rzeczpospolita daily: “Hotel rates down” [Ceny w hotelach poszły w dół] of February 20, 2013). Cuts in rates were also impacted by growing competition. Room supply on the capital city market went up by as much as 10% during the last 15 months. A total of 400 hotels are offered for sale in Poland, mainly small, non-categorized properties (Rzeczpospolita daily: “Well-known hotels may change owners again” [Znane hotele znów mogą zmienić właścicieli] of March 25, 2013).



12

eSKY.pl research accessed by the Rzeczpospolita daily proves that companies reduce their business travel expenses. In most cases (72%) companies choose 3-star hotels, much less frequently (7%) 4-star hotels, and very few of them (2%) select 5-star properties. Increasingly frequently companies place two or even three persons in one hotel room. (Rzeczpospolita daily: “More business trips but for less money” [Więcej podróży służbowych, ale za mniejsze pieniądze] of March 15, 2013).

2.2.2 Internal factors

INVESTMENT PROGRAM OF THE GROUP In three months of 2013 the Orbis Group invested PLN 24,716 thousand.

Name of the entity3 months ended

Mar. 31, 20133 months ended

Mar. 31, 2012 % change

Orbis Hotel Group 20 603 33 362 -38,2%Orbis Transport 4 113 7 448 -44,8%Orbis Group 24 716 40 810 -39,4%

In the first quarter of 2013, the Orbis Hotel Group expended PLN 20,603 thousand (of which PLN 17,089 thousand was spent by Orbis S.A.) on non-current assets. Higher capital expenditure in the first quarter of past year were an effect of expenditure incurred for the construction of new hotels, i.e. ibis & ibis budget Stare Miasto Kraków as well as ibis & ibis budget Reduta in Warsaw. In the first quarter of 2013, capital expenditure amounting to PLN 15,378 thousand was appropriated for development projects, i.e. on continued construction of a Novotel in Łódź and major modernizations of the Mercure Warszawa Centrum and Novotel Poznań Centrum. Other expenditure incurred in 2013 was designated for the modernization of hotels operating within the network, works aimed at enhancing the level of fire security and purchases of tangible assets, including IT. As regards development projects, in the first quarter of 2013, works were underway in the Mercure Warszawa Centrum (former Holiday Inn) to revamp public areas and modernize three guest room floors. In Novotel Centrum in Poznań, upon completion of the designing stage that commenced at the end of 2012, in the first quarter of 2013 modernization works were carried out in public areas. These works comprised construction, finishing and installation works as well as replacement of furniture and lighting. In 2013, works related to the construction of the Novotel in Łódź continued. The hotel is scheduled to be opened to guests at the end of May 2013. Presently, works delivery&acceptance procedures are underway and the hotel is being equipped and furnished. Major projects implemented in the first quarter of 2013 in order to improve hotel standard include also: • continued modernization of rooms and corridors in the Novotel Centrum in Warsaw; • modernization of selected rooms in the Novotel Airport in Warsaw (40 rooms), comprising among others

replacement of furniture, equipment and carpets; • partial re-arrangement and change of furnishings in public areas in the Novotel Kraków City West; • modernization of 70 bathrooms in the Novotel Kraków Centrum; • partial re-arrangement and change of furnishings in the lobby and reception area as well as modification of

external signage in the Halny hotel in Cieszyn in connection with its rebranding to Mercure. Additionally, in the first quarter of 2013, IT expenditure was spent, first and foremost, on the planned replacement and modernization of components of existing IT infrastructure in the Head Office and hotels resulting from their period of operation and the safety&security policy. Capital expenditure of the Orbis Transport Sp. z o.o. amounted to PLN 4,113 thousand in the first quarter of 2013 and it was appropriated for the purchase of cars for the short-term rental business. A major decline in expenditure as compared to the first quarter of 2012 is just temporary in nature as it results solely from altered schedule of fleet replacement.



13

EMPLOYMENT

The average employment in the Orbis Group in the first quarter of 2013 was 2,774 full-time equivalents (FTE) and was by 16.8% lower as compared to the same period in the past year. The most substantial decline in the number of full-time equivalents was reported by Orbis S.A. as a result of discontinued operation of the following hotels: Polonez in Poznań, Aria in Sosnowiec, Giewont and sale and franchise back of Mercure Kasprowy in Zakopane in 2012, as well as a consequence of employment reduction and productivity increase in the Head Office and remaining hotels. Employment declined also in Orbis Transport. The change in the employment level as compared to March 31, 2012 was impacted by the disposal of Capital Parking Sp. z o.o. in December 2012 as well as reduction of employment in the Head Office of Orbis Transport Sp. z o.o. The considerable decline in average employment level in the first quarter of 2013 as compared to the corresponding period last year results also from disposal of subsidiaries: PKS Tarnobrzeg (in February 2012) and PKS Gdańsk (in March 2012). Employee benefit expense (continuing and discontinued operations altogether) incurred in the first quarter of 2013 amounted to PLN 48.7 million, and PLN 53.3 million in the first quarter of 2012. Employment in the Orbis Group (in full-time equivalents)

Name of the entity

As at Mar. 31, 2013

As at Mar. 31, 2012 % change 3 months ended

Mar. 31, 20133 months ended

Mar. 31, 2012 % change

Orbis Hotel Group 2 622 2 910 -9,9% 2 665 2 950 -9,7%

Orbis Transport 104 135 -23,0% 109 385 -71,7%

Orbis Group 2 726 3 045 -10,5% 2 774 3 335 -16,8%

Subsidy from the Polish Agency for Enterprise Development [PARP] On December 14, 2011 an agreement was signed with the Polish Agency for Enterprise Development [“PARP”] concerning financial support for the training & consultancy project for the employees of Orbis S.A. and Hekon-Hotele Ekonomiczne S.A. of the Orbis Group and related companies Accor Polska Sp. z o.o. and Hotel Muranowska Sp. z o.o. of the Accor Group. During the years 2012 – 2014 Orbis S.A. expects to be subsidized under the project with an amount of approximately PLN 3,028 thousand, of which 85% will be financed with European funds (European Social Fund, ESF) while the outstanding 15% from the national budget. The Company’s own contribution was set at PLN 1,622 thousand. The amount of the subsidy may be reduced or become refundable in case of failure to comply with the terms and conditions rigidly defined in the agreement. Before the disbursement of the first tranche of support the Company submitted a bank guarantee of PLN 504 thousand as a security for PARP for performance of the agreement. The project has as its objective to enhance the Group’s competitiveness by improving employees’ competencies, including the quality of customer service, employees’ selling skills, managerial, communication and interpersonal competencies of managers and expanding employees’ knowledge of information flow mechanisms with a view to enhance labour efficiency. The subsidy is paid out in tranches starting from the year 2012. In the first quarter of 2013 Orbis S.A. received PLN 343 thousand under European Social Fund co-financing, of which PLN 17 thousand is presented under deferred income.



14

2.2.3 Prospects for the forthcoming quarters

Economic situation in Poland According to the projections of the International Monetary Fund dated April 2013, in 2013 and 2014 Poland’s GDP growth rate will stand at 1.3% and 2.2%, respectively. Such low forecasts are a result of lacklustre private consumption, fragile export demand from key trading partners in core Europe, and a further decline in EU-funded public investment (IMF: “World Economic Outlook” April 2013; Wyborcza.biz: “European recession spot on the world map” [Europejska plama recesji na mapie świata] of April 16, 2013). Also, the National Bank of Poland [NBP] projects a 1.3% growth in the Polish GDP in 2013. According to the NBP, the decline in the GDP growth rate from 1.9% in 2012 and 4.5% in 2011 results predominantly from unfavourable external conditions. Additionally, the NBP forecasts that the inflation will go down permanently to the level of 1.5% (Wyborcza.biz: “NBP Projection: Polish GDP up by 1.3 percent. Inflation down” [Projekcja NBP: wzrost PKB Polski 1,3 proc. Inflacja w dół] of March 11, 2013); Central Statistical Office [GUS]: “Gross Domestic Product - the update of estimate for 2011-2012” [Informacja Głównego Urzędu Statystycznego w sprawie zaktualizowanego szacunku PKB za lata 2011-2012] of April 22, 2013). In April 2013 the Ministry of Finance lowered estimated figures of GDP growths for 2013 and 2014 down to 1.5% and 2.5%, respectively (Rzeczpospolita daily: “Poland threatened by a sharp rise in budget deficit” [Polsce grozi gwałtowny skok deficytu budżetowego] dated April 25, 2013). As projected by the European Commission, euroland’s GDP will grow by a mere 0.1% in 2013 (Rzeczpospolita daily: “Recession constricts the eurozone” [Recesja dusi strefę euro] of February 15, 2013). Tourist traffic The Institute of Tourism projects that fewer foreign tourists will come to Poland in 2013 than in 2012. However, the number of foreign tourists’ arrivals will start going up from 2014 on, to reach 16.2 million in 2017 (see graph 1). Proceeds from foreigners’ arrivals will follow a similar trend, reporting a decline in 2013 as compared to 2012, followed by subsequent growths in the years 2014-2017 (see graph 1).

Graph 1: Foreign tourist arrivals and spending (source: data from the Institute of Tourism) Also, the Polish Tourist Organization favourably evaluates prospects for the Polish hotel market. Inbound tourist traffic is expected to grow in coming years thanks to the campaign staged to promote Poland as the host country for Euro 2012. The Agency counts on a considerable increase in the number of tourists from China and other Asian countries, which should be driven by the advertising campaign staged on these markets and an increasing number of direct flights.

2.2.4 Position of the Management Board as regards viability of previously published forecasts Orbis S.A. has not published its projections of financial results for 2013.



15

3. COMPANIES FORMING THE ORBIS GROUP

3.1 Companies forming the Orbis Group as at March 31, 2013

Subsidiaries % share in equity % of voting rights at the GM core business

Hekon - Hotele Ekonomiczne S.A. directly 100% directly 100% hotel, food&beverage

Wioska Turystyczna Wilkasy Sp. z o.o. directly 100% directly 100% hotel, food&beverage

Orbis Corporate Sp. z o.o.* directly 100% directly 100%tourism, transport, hotel, food&beverage

Orbis Transport Sp. z o.o. directly 96% directly 96% rent of vehicles

Orbis Kontrakty Sp. z o.o.directly 80%; indirectly 20%

directly 80%; indirectly 20% organization of purchases

UAB Hekon indirectly 100% indirectly 100% hotel, food&beverage

* The company has not commenced operations by the date of publication of the financial statements.

In terms of the organizational structure, the Orbis Hotel Group is composed of the parent company Orbis S.A. and its subsidiaries Hekon – Hotele Ekonomiczne S.A., Orbis Kontrakty Sp. z o.o. and UAB Hekon.

3.2 Changes in the Group’s structure and their effect, including business combinations, acquisition and disposal of subsidiaries as well as long-term investments

No changes in the Group structure occurred in the first quarter of 2013. Other events: • Orbis Transport Sp. z o.o. - on January 24, 2013 a decrease in the share capital of Orbis Transport Sp. z o.o.

was registered in the National Court Register [KRS]. The share capital was decreased by PLN 25,235.8 thousand, i.e. from PLN 28,507.6 thousand to PLN 3,271.8 thousand as a result of voluntary redemption of 252,358 Company shares. Following the redemption of shares and registration of the decrease in the share capital, presently Orbis S.A.’s interest in the share capital of Orbis Transport Sp. z o.o. equals 96.00%.

3.3 Companies eliminated from consolidation Subsidiaries that are not material to the total assets/equity and liabilities as well as net revenues of the Group are not consolidated. The table below presents companies that have not been consolidated.

Companies eliminated from consolidation % share in equity% share in the

Group's net revenues

% share in total assets/equity and liabilities of the

Group

Wioska Turystyczna Wilkasy Sp. z o.o. 100,00% 0,01% 0,17%

Orbis Corporate Sp. z o.o.* 100,00% 0,00% 0,00%

TOTAL 0,01% 0,17%

* This company hasn’t commenced operations by the date of publication of the financial statements.



16

4. INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME OF THE GROUP

4.1 Income statement of the Orbis Group

3 months ended

Mar. 31, 2013

3 months ended

Mar. 31, 2012% change

Net sales of services, merchandise and raw materials 124 765 137 176 -9,0%

Cost of sales (111 635) (117 711) 5,2%

Distribution & marketing costs (6 231) (6 020) -3,5%

Administrative expenses (21 925) (22 135) 0,9%

in the three above groups of costs

- depreciation & amortization (28 120) (28 015) -0,4%

- raw materials and energy used (25 223) (26 295) 4,1%

- outsourced services (28 524) (31 103) 8,3%

- staff costs (46 874) (48 572) 3,5%

Other operating income 8 998 1 891 375,8%

Other operating expenses (920) (3 673) 75,0%

EBITDA from continuing operations 21 172 17 543 20,7%

EBITDA margin (EBITDA/Revenues) from continuing operations 17,0% 12,8% 4,2pp

Operating loss - EBIT (6 948) (10 472) 33,7%

EBIT margin (EBIT/Revenues) from continuing operations -5,6% -7,6% 2,0pp

Finance income 926 1 810 -48,8%

Finance costs (210) (137) -53,3%

Loss before tax (6 232) (8 799) 29,2%

Income tax expense 819 1 340 -38,9%

Net loss from continuing operations (5 413) (7 459) 27,4%

Loss from discontinued operations (612) (375) -63,2%

Net loss for the period (6 025) (7 834) 23,1%

Other comprehensive income/(loss), net of tax 92 (159) -

Comprehensive income/(loss) for the period (5 933) (7 993) 25,8%

In the first quarter of 2013 the Orbis Group generated lower sales as compared to the corresponding period last year. The significant reason for the decline is a clear slowdown of the Polish economy, particularly noticeable starting from the fourth quarter of 2012. Furthermore, growing competition on the market is becoming increasingly felt, which forces a more aggressive pricing policy. Poor business environment translated into a lower number of conferences, trainings and business meetings organized by Polish companies. Consequently, revenue dropped substantially, particularly in hotels located in Warsaw and Poznań. Also, the Group’s sales were markedly impacted by Easter that this year fell at the end of March, while last year it was celebrated in April. Typically, hotel occupancy goes down substantially during the week preceding Easter, this decline being particularly felt in the capital city. As an effect, in the current year several million worth of the Group’s sales (and, consequently, the result) was shifted from the first quarter to the second one.



17

Faced with a lower occupancy rates in the MICE segment, the Group staged various promotional campaigns with a view to attracting more individual clients who stay at hotels for tourist purposes. Positive effects of these efforts were mirrored in a larger number of roomnights sold, but also in reduced rates as compared to the first quarter of past year. Performance improved most in Kraków, which is first and foremost attributable to the opening of two economy hotels, ibis & ibis budget Kraków Stare Miasto. The growth in the number of roomnights sold brought about an increase in direct costs, including laundry costs, commissions paid to sales agents and energy costs. A major impact on higher-than-planned costs of consumed energy in all hotels of the Group was exerted by unfavourable weather conditions that markedly extended the heating season as compared to past year. To maintain a satisfactory level of margins, higher direct distribution costs were set off by the Group companies by means of the implemented savings (reduced costs included, among others, business travel expenses). As a result of the employment reduction achieved in preceding periods, a decline was also reported in employee benefit expense. In the first quarter of 2013 an advantageous impact on the result on operating activities was exerted by one-off events. The increase in other operating income results from the disposal the Mercure Kasprowy hotel in Zakopane. The agreement for sale and purchase of an organized part of the enterprise for the price of 56,350 thousand was executed on February 27, 2013 (see current report no. 5/2013). The drop in other operating expenses is attributable to lower costs of employment restructuring. As compared to the first quarter of 2012, the Group generated lower result on financing activities, which is an effect of a decline in interest income on bank deposits, resulting from lower balance of cash and reduced interest rates. As a result of all the above described factors, in the first quarter of 2013 the Orbis Group incurred a net loss from continuing operations amounting to PLN 5,413 thousand. In both periods presented, results of Orbis Transport Sp. z o.o. were classified under discontinued operations. Also, the result generated in the coach transport segment and the results of Capital Parking Sp. z o.o. are presented as discontinued operations in 2012. The result from discontinued operations included, the Orbis Group closed the first quarter of 2013 with a net loss of PLN 6,025 thousand.



18

4.2 Results and operating ratios of the Orbis Hotel Group

Financial results of the Orbis Hotel Group

3 months ended Mar. 31, 2013

3 months ended Mar. 31, 2012 % change

Net sales 124 765 137 793 -9,5%EBITDA 21 172 17 912 18,2%EBIT (6 948) (10 103) 31,2%Net loss (5 413) (7 103) 23,8%

as reported

3 months ended

Mar. 31, 2013

3 months ended


Net sales 119 392 126 588 -5,7%EBITDA 11 923 18 146 -34,3%

like-for-like

Major impact on the difference in the EBITDA result on a year-to-year basis was exerted by the sale of an organized part of the enterprise of the Mercure Kasprowy hotel in Zakopane. The table below presents EBITDA after elimination of impact of this transaction as well as of restructuring costs and results of opened and closed hotels. EBITDA of the Orbis Hotel Group after elimination of effects of one-off events

PLN '000

3 months ended

Mar. 31, 2013

3 months ended


EBITDA 21 172 17 912 18,2%

1. sale of real property (8 065)2. costs of employment restructuring 434 2 779

operating EBITDA 13 541 20 691 -34,6%1. results of closed down hotels (2 545)2. results of opened hotels (1 618)

like-for-like EBITDA 11 923 18 146 -34,3%

operating EBITDA - after eliminating the impact of non-recurring and one-off events like-for-like EBITDA - after eliminating the impact of non-recurring and one-off events as well as results of closed down and newly opened hotels



19

Operating ratios of the Orbis Hotel Group In the first quarter of 2013 hotels of the Orbis Hotel Group reported an increase in occupancy rate. However, a lower Average Room Rate than last year translated into a decline in Revenue per Available Room. In view of unstable economic situation in Poland, a clear decrease in the number of clients of the MICE segment is observed in the Group’s hotels, with the deepest falls reported by the hotels of the Novotel brand. These hotels sold a much lower number of beds to airline crews and tourist groups. Substantial impact on the decrease in occupancy rate in economy hotels was exerted by a considerably reduced demand on the part of individual business clients. A more and more aggressive pricing battle that results from growing competition on the hotel services market in Poland is a negative phenomenon observed in 2013. In order to adapt to these changes and maintain its position of the industry leader, the Group promptly took actions aimed at pushing up sales by increasing the volume. Numerous promotions run by the Group brought about positive effects, i.e. a larger number of tourists, which improved occupancy rate in the first quarter of 2013, particularly in the Up&Midscale segment. The Hotel Group reported a higher number of offered rooms as at the end of the first quarter of 2013 as compared to March 31, 2012. The drop brought about by the closing of hotels in Sosnowiec and Zakopane in 2012 was set off by the opening of two ibis & ibis budget hotel complexes in Warsaw and Kraków and integration with the network of the ibis Kaunas Centre hotel (management agreement) and five franchised properties (ibis Styles Gdynia Reda, Mercure Kasprowy Zakopane, Mercure Piotrków Trybunalski Vestil, Mercure Krynica-Zdrój Resort&SPA, ibis Styles Wałbrzych).

Orbis Hotels Group

3 months ended

Mar. 31, 2013

3 months ended


3 months ended

Mar. 31, 2013

3 months ended


Number of hotels, of which: 60 52 15,4% 51 51 0,0% - owned and leased hotels 52 50 4,0% 49 49 0,0% - managed hotels 3 2 50,0% 2 2 0,0% - franchised hotels 5 0 - 0 0 - Number of rooms, of which in: 10 999 10 485 4,9% 9 933 9 931 0,0% - owned and leased hotels 9 743 9 947 -2,1% 9 395 9 393 0,0% - managed hotels 663 538 23,2% 538 538 0,0% - franchised hotels 593 0 - 0 0 -

as reported like-for-like

Tables below present operating ratios of hotels owned by the Orbis Hotel Group:

Operating ratios of owned hotels of the Orbis Hotel Group*

3 monthsended

Mar. 31, 2013

3 monthsended


3 monthsended

Mar. 31, 2013

3 monthsended


Occupancy rate 45,3% 41,7% 3,6pp 45,0% 42,5% 2,5pp Average Room Rate (ARR) in PLN (net of VAT) 190,6 223,2 -14,6% 194,9 222,2 -12,3%

Revenue per Available Room (RevPAR) in PLN 86,4 93,0 -7,2% 87,8 94,4 -7,0% Number of roomnights sold 397 295 375 637 5,8% 369 180 352 255 4,8%

% structure of roomnights soldchange in %

points Domestic clients 60% 62% -2,0pp Foreigners 40% 38% 2,0pp Business clients 65% 68% -3,0pp Tourists 35% 32% 3,0pp


* The table presents results of Orbis S.A., Hekon-Hotele Ekonomiczne S.A. and UAB Hekon.



20

Operating ratios of owned hotels of the Orbis Hotel Group

3 monthsended

Mar. 31, 2013

3 monthsended


3 monthsended

Mar. 31, 2013

3 monthsended


Economy hotels Occupancy rate 49,8% 50,1% -0,3pp 50,0% 50,1% -0,1pp Average Room Rate (ARR) in PLN (net of VAT) 139,2 167,2 -16,7% 140,8 167,2 -15,8%

Revenue per Available Room (RevPAR) in PLN 69,3 83,7 -17,2% 70,4 83,7 -15,9%

Up & Midscale hotels (3 stars and more) Occupancy rate 43,5% 39,3% 4,2pp 43,5% 40,2% 3,3pp Average Room Rate (ARR) in PLN (net of VAT) 214,3 243,2 -11,9% 214,3 243,5 -12,0%

Revenue per Available Room (RevPAR) in PLN 93,2 95,6 -2,5% 93,2 97,8 -4,7%


The table below presents operating ratios of managed and franchised hotels:

Operating ratios of managed and franchised hotels

3 monthsended

Mar. 31, 2013

3 monthsended


3 monthsended

Mar. 31, 2013

3 monthsended


Occupancy rate 47,0% 55,3% -8,3pp 55,7% 55,3% 0,4pp Average Room Rate (ARR) in PLN (net of VAT) 229,0 273,1 -16,1% 232,7 273,1 -14,8%

Revenue per Available Room (RevPAR) in PLN 107,7 150,9 -28,6% 129,6 150,9 -14,1% Number of roomnights sold 47 916 27 064 77,0% 26 961 27 064 -0,4%


Like-for-like figures comprise ratios of the Sofitel in Wrocław (managed by Orbis S.A.) and ibis Warszawa Stare Miasto (managed by Hekon-Hotele Ekonomiczne S.A.)



21

4.3 Revenue and results by business segments

Pursuant to the requirements of IFRS 8, the Group identifies operating segments on the basis of internal reports about components of the Group. The Group has adopted reporting by business segments as its primary segment reporting format. The Group distinguishes three operating segments: Up&Midscale hotels, Economy hotels and Transport. Unallocated operations comprise revenue and expenses of the Head Office and one-off events, including result on disposal of real properties and restructuring costs. Figures for 3 months of 2013:

Up&Midscale hotels

Economy hotels Transport

Unallocated operations

Significant elimination

Consolidated value

Segment revenue, of which: 97 049 23 865 0 3 851 0 124 765

Sales to external clients 97 049 23 865 0 3 851 0 124 765

EBITDA 13 479 8 950 0 (1 257) 0 21 172

Depreciation & amortization (20 937) (6 366) 0 (817) 0 (28 120)

Operating profit/(loss) (EBIT) (7 458) 2 584 0 (2 074) 0 (6 948)

Finance income/(costs) (47) (6) 0 769 0 716

Income tax expense 0 0 0 819 0 819Net profit/(loss) from continuing operations (7 505) 2 578 0 (486) 0 (5 413)

Loss from discontinued operations (612) 0 (612)

Net loss (6 025)

Capital expenditure 19 591 539 4 113 473 0 24 716

Business segments

Figures for 3 months of 2012:

Up&Midscale hotels

Economy hotels Transport

Unallocated operations

Significant eliminations

Consolidated value

Segment revenue, of which: 113 640 21 687 0 2 466 (617) 137 176

Sales to external clients 113 640 21 687 0 1 849 0 137 176

Inter-segment sales 0 0 0 617 (617) 0

EBITDA 23 470 6 720 0 (12 278) (369) 17 543

Depreciation & amortization (23 724) (3 352) 0 (939) 0 (28 015)

Operating profit/(loss) (EBIT) (254) 3 368 0 (13 217) (369) (10 472)

Finance income/(costs) (56) 21 0 1 695 13 1 673

Income tax expense 0 0 0 1 340 0 1 340Net profit/(loss) from continuing operations (310) 3 389 0 (10 182) (356) (7 459)Loss from discontinued operations (746) 371 (375)

Net loss (7 834)

Capital expenditure 3 901 28 797 7 448 664 40 810

Business segments



22

4.4 Seasonality or cyclicality of operations

Sales of the Orbis Group throughout the year are marked by seasonality. Usually, major value of sales is generated during the third quarter of the year. The second quarter of the year is the second best in terms of contribution to sales volume. The fourth quarter is ranked as the third, and the first quarter as the last, in terms of sales. The year 2012 was an exception as, owing to the European Football Championship, the second quarter brought the highest sales in the entire year. Below we present sales from continuing operations generated over the span of last two years.

Sales of products, merchandise and raw materials

Sales - % share in annual revenues

I quarter 2011 144 488 20,8%II quarter 2011 192 393 27,7%III quarter 2011 193 335 27,8%IV quarter 2011 164 950 23,7%I quarter 2012 137 793 19,4%II quarter 2012 222 023 31,3%III quarter 2012 192 716 27,2%IV quarter 2012 156 682 22,1%I quarter 2013 124 765 -

Orbis Hotel Group



23

5. STATEMENT OF FINANCIAL POSITION OF THE GROUP

As at Mar. 31, 2013

As at Dec.31, 2012

% c

hang

e in

3 m

onth

s en

ded

Mar

. 31,

201

3

As at Mar. 31, 2012

% c

hang

e in

12

mon

ths

ende

d M

ar. 3

1, 2

013

Non-current assets 1 835 776 1 832 533 0,2% 1 813 139 1,2% % share in total assets 88,6% 86,5% 87,6%

Current assets 204 868 210 890 -2,9% 229 229 -10,6% % share in total assets 9,9% 9,9% 11,1%

Assets classified as held for sale 30 683 76 387 -59,8% 28 310 8,4% % share in total assets 1,5% 3,6% 1,3%

TOTAL ASSETS 2 071 327 2 119 810 -2,3% 2 070 678 0,0%Equity attributable to the parent company 1 926 004 1 931 913 -0,3% 1 920 484 0,3% % share in total equity and liabilities 93,0% 91,1% 92,7%

Non-controlling interests 100 124 -19,4% 276 -63,8% % share in total equity and liabilities 0,0% 0,0% 0,0%

Non-current liabilities 35 899 37 800 -5,0% 38 947 -7,8% of which: borrowings 0 0 - 4 315 -100,0% % share in total equity and liabilities 1,7% 1,8% 1,9%

Current liabilities 85 403 124 503 -31,4% 110 971 -23,0% of which: borrowings 0 0 - 3 475 -100,0% % share in total equity and liabilities 4,1% 5,9% 5,4%Liabilities associated with assets classified as held for sale 23 921 25 470 -6,1% 0 - % share in total equity and liabilities 1,2% 1,2% 0,0%

TOTAL EQUITY AND LIABILITIES 2 071 327 2 119 810 -2,3% 2 070 678 0,0%

Ratio of borrowings to total equity attributable to the parent company 0,0% 0,0% 0,0pp 0,4% -0,4pp

Debt ratio (total liabilities/total assets ratio) 7,0% 8,9% -1,9pp 7,2% -0,2pp

5.1 Non-current assets “Property, plant & equipment” is the main element of “Non-current assets”. Within property, plant and equipment, major items are hotel buildings as well as land and rights to perpetual usufruct of land. The increase in tangible assets as compared to their balance as at March 31, 2012 is predominantly an effect of lease buy-out of four ibis hotels by Hekon-Hotele Ekonomiczne S.A. In the first quarter of 2013 the balance of tangible assets went down as a result of recognised depreciation charges. Investment property forms a major item of property, plant and equipment. This item decreased in the first quarter of 2013 due to charged depreciation. As compared to March 31, 2012, investment property went down by the value of business premises sold in Świnoujście, Gdańsk, Sopot, Włocławek and Zakopane. At the same time, the level of investment property was advantageously impacted by the reclassification of the Giewont hotel in Zakopane from tangible assets. In March 2012 the hotel discontinued its operating activities, and since April 2012 Orbis S.A. has generated income from leasing this property.



24

The most sizeable change of the current period was reported in the “Other financial assets” item. This item comprises receivables on account of disposal of an organized part of the enterprise of the Mercure Kasprowy hotel in Zakopane (i.e. 20% of the price) that is to be paid in the years 2015-2019. In accordance with the concluded sale and purchase agreement, this amount receivable has been secured at an escrow account (see current report no. 5/2013). Other items of “Non-current assets” remain at similar levels in all comparable periods.

5.2 Current assets The most substantial changes related to current assets concerned “Cash and cash equivalents” and “Other short-term receivables”. The drop in cash in the first quarter of 2013 is an effect of lower sales and incurred capital expenditure that were partially offset by proceeds from the disposal of the hotel in Zakopane. Much higher balance of cash as at March 31, 2012 resulted predominantly from major transactions of sale of hotel properties executed in 2011. The surplus of cash was partially earmarked for the dividend paid in August 2012.

Other short-term receivables comprise mainly VAT receivable as well as prepayments. The growth in this item as compared to December 31, 2012 was attributable predominantly to a higher level of prepayments, typical of each first quarter of the year, which resulted from the booking of fees (mainly for the rights to perpetual usufruct of land) to be settled over time. Much higher balance of receivables as compared to March 31, 2012 is, first and foremost, a result of an increase in VAT receivable in Hekon-Hotele Ekonomiczne S.A., which is an effect of the buy-out of four leased hotels in December (the amount of VAT on the purchase invoice was PLN 24.3 million).

5.3 Assets classified as held for sale and liabilities associated with assets classified as held for

sale

As at March 31, 2013 the “Assets classified as held for sale” item comprises the land and the building in Łopuszańska street in Warsaw as well as assets of Orbis Transport Sp. z o.o. The balance of this item changed as compared to December 31, 2012 chiefly owing to the sale of the Kasprowy hotel in Zakopane in February. As at March 31, 2012, in addition to the Orbis Transport Group assets, assets held for sale comprised the land and the building with equipment of the Polonez hotel in Poznań (the sale transaction was finalised in April 2012).

5.4 Non-current liabilities The most considerable changes as compared to preceding periods are reported in the “Deferred tax liabilities” item. The decline in this item is attributable to the decreasing difference between the carrying amount and the tax base of tangible assets, first and foremost as a result of property sale transactions. The increase in other non-current liabilities as compared to March 31, 2012 is connected with the preliminary sale and purchase agreement for the Giewont hotel in Zakopane, signed on April 3, 2012, and the accompanying contract of lease for a maximum term of 20 years. Orbis S.A. received PLN 5.5 million as an advance payment towards the selling price. Also, rent for the first three years of the hotel lease was paid in advance on the date of execution of the contract. The final hotel sale and purchase agreement will be concluded after the legal title to real properties possessed by Orbis S.A. is entered in land and mortgage registers.



25

5.5 Current liabilities

Current liabilities are dominated by other current liabilities, comprising predominantly taxes and social security contributions payable, received advances and downpayments as well as accrued expenses. Much higher balance of these liabilities as at March 31, 2012 resulted, first and foremost, from downpayments obtained in connection with the European Football Championship held in June 2012. In the first quarter of 2013 “Trade payables” went down considerably. This decline is predominantly an effect of settlement of liabilities on account of lease buy-out of hotels by Hekon-Hotele Ekonomiczne S.A. Additionally, the Group reports a lower balance of investment liabilities on account of construction and modernization works as compared to preceding periods. Similarly, provisions for liabilities declined as compared to preceding periods presented, which is an effect of utilization of provisions for restructuring costs and litigations.

5.6 Borrowings In connection with the on-going process of sale of the subsidiary Orbis Transport Sp. z o.o., in the statement of financial position of the Orbis Group the value of loans is included under the “Liabilities associated with assets classified as held for sale” item. The table below presents information about borrowings:

Debtor Creditor Title CurrencyMar.31,

2013Dec.31,

2012Mar.31,

2012 Interest rateRepayment

dateOrbis Transport Sp. z o.o.

RCI Bank Polska S.A.

loan for business purposes

PLN 9 925 7 320 7 790 fixed from 7.3% to 8.5%

Jun. 28, 2013May 25, 2014

Orbis Transport Sp. z o.o.

Toyota Bank Polska S.A. car loan PLN 5 382 6 361 0 WIBOR 3M +

margin Jun. 13, 2013


Mercedes-Benz Bank Polska S.A. bank loan PLN 1 818 1 239 0 PSBP+margin Apr. 23, 2013


BZ WBK S.A. bank loan PLN 3 437 3 562 0 WIBOR 1M + margin Jun. 28, 2013

Total PLN 20 562 18 482 7 790

All the above loans were appropriated for the purchase of vehicles for purposes of short-term car rental. The Orbis Hotel Group companies do not report any borrowings-related liabilities as March 31, 2013. In the Orbis Hotel Group, the value of unused credit lines amounted to PLN 120,100 thousand, of which: • PLN 20,100 thousand – overdraft available at Bank Handlowy w Warszawie S.A., • PLN 100,000 thousand – mid-term revolving loan available at Société Générale S.A. Branch in Poland

(agreement signed on July 29, 2011 for a term of 3 years).



26

5.7 Changes in estimates of amounts

Major estimates of amounts

As atMar. 31, 2013

(change in 3 months of 2013)

As atDec. 31, 2012

(change in 9 months of 2012) %

cha

nge

in

3 m

onth

s en

ded

Mar

. 31,

201

3 As atMar. 31, 2012


cha

nge

in

12 m

onth

s en

ded

Mar

. 31,

201

3

DEFERRED TAX ASSETS AND LIABILITIES*1. Deferred tax liabilities 10 988 12 622 -12,9% 17 739 -38,1%2. Deferred tax assets 17 20 -15,0% 17 0,0%PROVISIONS FOR LIABILITIES1. Provision for jubilee awards and retirement benefits

20 034 20 034 0,0% 20 248 -1,1%

opening balance 20 034 20 248 20 386- created 484 5 151 645- used (484) (3 414) (783)- released 0 (1 951) 0closing balance 20 034 20 034 20 2482. Provision for restructuring costs 891 2 445 -63,6% 2 605 -65,8%opening balance 2 445 2 605 3 935- created 0 3 358 0- used (1 554) (2 401) (1 330)- released 0 (798) 0- transferred to liabilities associated with assets classified as held for sale 0 (319) 0

closing balance 891 2 445 2 6053. Provision for court litigations 777 3 424 -77,3% 779 -0,3%opening balance 3 424 779 760- created 0 2 594 19- used (2 647) 0 0- released 0 0 0- other increases/(decreases) 0 51 0closing balance 777 3 424 779IMPAIRMENT OF ASSETS1. Impairment of financial non-current assets 3 270 3 270 0,0% 11 191 -70,8%opening balance 3 270 11 191 11 191- created 0 10 0- used 0 (4 914) 0- reversed 0 (3 017) 0closing balance 3 270 3 270 11 1912. Impairment of property, plant and equipment 113 172 114 822 -1,4% 126 893 -10,8%opening balance 114 822 126 893 137 140- created 0 13 901 0- used 0 (12 768) (8 292)- reversed 0 (7 672) 0- not subject to reversal (1 650) (5 532) (1 955)closing balance 113 172 114 822 126 893

* The deferred tax assets and liabilities are presented according to their final balance in the tax group and in each company that does not belong to this group



27

5.8 Contingent assets and liabilities, including sureties for borrowings or guarantees issued in

the Group

Contingent liabilities

Title BeneficiaryDebtor - nature

of relations Validity date

Amount as at the end

of the reporting

period

Change in the amount in 3

months ended Mar. 31, 2013 Financial terms and other remarks

Surety for breach of representations andwarranties made to Arval Service LeasePolska Sp. z o.o. in connection with theagreement on the sale of assets used in thelong-term car rental and car fleetmanagement business by Orbis TransportSp. z o.o. dated December 5, 2011.

Arval Service Lease Polska Sp. z o.o.

Orbis Transport Sp z o.o. - subsidiary company

Dec. 5, 2013 7 500 0 The agreement, concluded onDecember 5, 2011, envisages liability,capped in value and time, of OrbisTransport Sp. z o.o. of surety for breachof representations and warranties madeto Arval Service Lease Polska Sp. z o.o.The total limit of such liability is PLN 7.5million. The liability of Orbis TransportSp. z o.o. expires upon the lapse of 24months from December 5, 2011, exceptfor the liability for representations andwarranties pertaining to tax issues whichexpires after the lapse of 5 years fromthe closing date of the transaction, or 3months after the expiry of tax liabilityduration laid down by the law.

Joint and several surety for liabilities of thecompany Orbis Transport Sp. z o.o. that mayarise under a loan granted by the bank underthe Short-Term Loan Agreement no.2009/005 dated Jan. 30, 2009, as amendedby Annex no. 1, Annex no. 2, Annex no. 3,Annex no. 4 and Annex no. 5.

Société Générale SA Branch in Poland

Orbis Transport Sp z o.o. - subsidiary company

Feb. 15, 2013 0 (12 000) On January 31, 2012 the loanagreement executed by and betweenOrbis Transport Sp. z o.o. and SociétéGénérale S.A. expired. On February 15,2013 the surety given by Orbis S.A.expired in connection with repayment ofthe entire amount of liabilities.

Total contingent liabilities: 7 500 (12 000)

In connection with the execution of the agreement for the mid-term bank loan of PLN 100 million between Orbis S.A. and Société Générale S.A. Branch in Poland in July 2011, Hekon Hotele Ekonomiczne S.A. signed a new surety, up to the value of Orbis S.A.’s liabilities under this loan, not higher however than PLN 130 million, in accordance with the declaration on submission to execution. Orbis S.A. did not report any liabilities under this bank loan as at March 31, 2013.



28

6. STATEMENT OF CASH FLOWS OF THE GROUP

in PLN '000 3 months ended Mar. 31, 2013

3 months ended Mar. 31, 2012 % change

Cash used in operating activities, of which: (32 918) (25 373) -29,7% - continuing operations (32 543) (4 181) -678,4%

- discontinued operations (375) (21 192) 98,2%Cash generated by/(used in) investing activities, of which: 12 565 (41 438) -

- continuing operations 14 544 (51 399) -

- discontinued operations (1 979) 9 961 -Cash generated by financing activities, of which: 1 774 7 244 -75,5% - continuing operations 0 0 -

- discontinued operations 1 774 7 244 -75,5%Total net cash flows (18 579) (59 567) 68,8%

Cash and cash equivalents at the end of the period, of which: 123 863 158 838 -22,0%

- continuing operations 121 391 116 974 3,8%

- discontinued operations 2 472 41 864 -94,1%

6.1 Operating activities The Orbis Group reported negative cash flows from operating activities in both periods presented. In the first quarter of 2013, the Orbis Hotel Group (continuing operations) reported major negative cash flows from operating activities. The main cash outflow related to payment of liabilities on account of hotel lease buy-out, i.e. PLN 24.3 million equivalent to the VAT amount on purchase invoices. The Company awaits refund of the above amount from the tax office (funds should credit the Company’s account in May). Similarly, Orbis Transport (discontinued operations) reported a major difference in cash flows from operating activities. Incomparably higher outflows in these activities in the first quarter of past year were attributable predominantly to the VAT paid on assets used in long-term car rental business (CFM) sold in December 2011.

6.2 Investing activities In the first quarter of 2013, the Group reported positive cash flows from investing activities. Cash inflows from investing activities of the Orbis Hotel Group originated mainly from the disposal of the Mercure Kasprowy hotel in Zakopane. In the first quarter of 2012, negative cash flows from investing activities were an effect of expenditure incurred for the construction of new properties and modernization of the existing hotel portfolio. Negative cash flows from investing activities of Orbis Transport are an outcome of a surplus of outflows for the purchase of new vehicles for the short-term car rental business over inflows from the sale of tangible assets. Positive value of cash flows in the first quarter 2012 resulted predominantly from disposal of interests in subsidiaries PKS Tarnobrzeg Sp. z o.o. and PKS Gdańsk Sp. z o.o.

6.3 Financing activities In both periods presented, the Group reported positive net cash flows from financing activities. All these cash flows were generated from discontinued operations and comprise a change in borrowings incurred to finance the purchase of vehicles.



29

7. STATEMENT OF CHANGES IN EQUITY OF THE GROUP AND DIVIDENDS

As at Mar. 31, 2013

As at Dec. 31, 2012

% c

hang

e in

3

mon

ths

ende

dM

ar. 3

1, 2

013

As at Mar. 31, 2012

% c

hang

e in

12

mon

ths

ende

dM

ar. 3

1, 2

013

Share capital 517 754 517 754 0,0% 517 754 0,0%

Reserves 133 333 133 333 0,0% 133 333 0,0%

Retained earnings 1 274 924 1 280 925 -0,5% 1 269 414 0,4%

Foreign currency translation reserve (7) (99) 92,9% (17) 58,8%

Equity attributable to owners of the parent 1 926 004 1 931 913 -0,3% 1 920 484 0,3%

Non-controlling interests 100 124 -19,4% 276 -63,8%

Equity 1 926 104 1 932 037 -0,3% 1 920 760 0,3%

In all the periods presented the Share capital remained at the same level.

Similarly, no changes were reported in Reserves where amounts derived from the sale of Orbis S.A. shares above their nominal value and revaluations of investments are posted. The change in Retained earnings and Non-controlling interests in the first quarter of 2013 and in the corresponding period of past year resulted from the posted net result for the period. The change in retained earnings during the year 2012 was additionally impacted by the dividend paid for 2011. Foreign currency translation reserve consists of exchange differences on consolidation of UAB Hekon. The Orbis Group did not pay dividends in the first quarter of 2013. The decision on distribution of profit of Orbis S.A. for 2012 has not been approved as at the date of publication of this report.



30

8. RELATED PARTY DISPOSALS AND DISCONTINUED OPERATIONS

Discontinued operations In connection with the on-going active process of sale, as at March 31, 2013 and March 31, 2012 assets and liabilities of Orbis Transport Sp. z o.o. were presented as assets and liabilities held for sale. In both periods presented, results of this company were classified under discontinued operations. Additionally, comparable figures for the first quarter of 2012 include results of the other companies of the Orbis Transport Group sold in 2012, i.e. PKS Tarnobrzeg Sp. z o.o., PKS Gdańsk Sp. z o.o. and Capital Parking Sp. z o.o. Assets classified as held for sale and liabilities associated with assets classified as held for sale, relating to Orbis Transport Sp. z o.o., are as follows:

As at Mar. 31, 2013 As at Dec. 31, 2012

Non-current assets 21 307 19 596of which:Property, plant and equipment 21 238 19 517Intangible assets 43 53Other financial assets 26 26

Current assets 6 233 7 305of which:Trade receivables 2 277 2 407Income tax receivables 1 1Other short-term receivables 1 483 1 845Cash and cash equivalents 2 472 3 052Assets classified as held for sale 27 540 26 901

Non-current liabilities 804 348of which:Borrowings 456 0Deferred tax liabilities 153 153Provision for retirement benefits and similar obligations 195 195

Current liabilities 23 117 25 122of which:Borrowings 20 106 18 482Trade payables 2 345 943Other current liabilities 635 5 347Provision for retirement benefits and similar obligations 31 31Provisions for liabilities 0 319

Liabilities associated with assets classified as held for sale 23 921 25 470



31

Other assets classified as held for sale: Moreover, as at March 31, 2013, the “Assets classified as held for sale” item comprises the right to perpetual usufruct of land together with the building in Łopuszańska street in Warsaw. As at December 31, 2012, the “Assets classified as held for sale” item comprised the land and the building of the Kasprowy hotel in Zakopane as well as the right to perpetual usufruct of land together with the building in Łopuszańska street in Warsaw. As at March 31, 2012 the “Assets classified as held for sale” item included the land and the building with equipment of the Polonez hotel in Poznań (in Orbis S.A.) and cars withdrawn from use in the short-term rental business (in Orbis Transport Sp. z o.o.) Income statement of discontinued operations after significant consolidation adjustments




Cost of sales (4 266) (11 385)

Distribution & marketing costs (15) (6)

Administrative expenses (760) (3 071)

of which:

- depreciation/amortization (785) (1 898)

- staff cost (1 854) (4 771)

- outsourced services (1 720) (2 876)

Other operating income 259 2 233


Finance income 47 440

Finance costs (321) (337)

Loss before tax (612) (317)

Income tax expense 0 (58)

Net loss from discontinued operations (612) (375)



32

Statement of cash flows of discontinued operations after significant consolidation adjustments



OPERATING ACTIVITIESProfit before tax (612) (317)Adjustments: 237 (20 119)Depreciation and amortization 785 1 898Interest 287 (249)Gain from investing activities (112) (552)Change in receivables 4 767 4 240Change in current liabilities, excluding borrowings (5 168) (24 488)Change in provisions (319) (305)Other adjustments (3) (663)

Cash used in operations - discontinued operations (375) (20 436)

Income taxes paid 0 (756)

Net cash used in operating activities - discontinued operations (375) (21 192)

INVESTING ACTIVITIES

Proceeds from disposal of property, plant and equipment and intangible assets 1 126 5 692Proceeds from disposal of interest in related parties 0 11 300Interest received 19 432Loans repaid 0 174Payments for property, plant and equipment and intangible assets (3 124) (7 448)Other investing cash outflows 0 (189)

Net cash (used in)/generated by investing activities - discontinued operations (1 979) 9 961

FINANCING ACTIVITIESProceeds from borrowings 3 851 7 832Repayment of borrowings (1 771) (42)Interest paid and other financing cash outflow resulting from received borrowings (306) (182)Payment of finance lease liabilities 0 (364)

Net cash generated by financing activities - discontinued operations 1 774 7 244

Change in cash and cash equivalents - discontinued operations (580) (3 987)

9. IMPACT OF NON-RECURRING AND ONE-OFF EVENTS Non-recurring and one-off events of the first quarter of 2013 include disposal of an organized part of the enterprise of the Mercure Kasprowy hotel in Zakopane. Result on this transaction amounted to PLN 8.1 million. Employment restructuring costs borne in the current period amounted to PLN 0.4 million. 10. ISSUE, REDEMPTION AND REPAYMENT OF DEBT AND EQUITY SECURITIES No issue, redemption and repayment of debt and equity securities occurred in the period covered by these financial statements.



33


Within the meaning of IAS 24, parties related to the Group include members of the managing and supervising staff and close members of their families, non-consolidated subsidiaries listed in Note 3.3 as well as Accor S.A. (significant shareholder) and its related parties. Revenues from related parties comprise mainly fees for management of the hotels: Sofitel in Wrocław and ibis Warsaw Stare Miasto. Costs of purchase of services from related parties comprise mainly: • franchise fees, • reservation fees, • fees for using IT applications, • costs connected with the Le Club Accorhotels loyalty program.

REVENUES 3 months ended Mar. 31, 2013


Net sales of services 820 550 - to the companies of the Accor Group 820 542 - to the companies of the Orbis Group 0 8

Total revenues 820 550

EXPENSES 3 months ended Mar. 31, 2013


Purchases of services 7 207 7 012 - from the companies of the Accor Group 7 207 7 012Total purchases of services 7 207 7 012Purchases of merchandise and raw materials 1 37 - from the companies of the Accor Group 1 37Total expenses 7 208 7 049

RECEIVABLES AND PAYABLES As at Mar. 31, 2013

As at Dec. 31, 2012

As at Mar. 31, 2012

Trade receivables 5 661 5 559 1 275 - from the companies of the Accor Group 5 661 5 559 1 275Total receivables 5 661 5 559 1 275Trade payables 8 269 12 321 7 348 - to the companies of the Accor Group 8 269 12 321 7 348Total payables 8 269 12 321 7 348

Based on the agreement executed on August 31, 2012, Orbis S.A. and Hekon – Hotele Ekonomiczne S.A. form a Tax Group. The agreement will be binding for a term of three tax years, i.e. from January 1, 2013, till December 31, 2015. The Agreement was registered in the competent tax office (decision dated October 2, 2012).



34

No transactions involving transfer of rights and obligations, either free of charge or against consideration, were executed between the Group and related parties:

• members of the Management Board or Supervisory Board of Orbis S.A., • spouses, next-of-kin or relatives of the first and second degree of members of the Management Board and

Supervisory Board of Orbis S.A., its subsidiaries and associates, • persons linked by a relation of guardianship, adoption or custody with members of the Management Board

and Supervisory Board of Orbis S.A., its subsidiaries and associates. 12. CHANGES IN ACCOUNTING POLICIES In connection with the disposal of subsidiaries PKS Gdańsk Sp. z o.o., PKS Tarnobrzeg Sp. z o.o. and Capital Parking Sp. z o.o. in 2012 and the on-going process of sale of Orbis Transport Sp. z o.o., results of these companies were classified to discontinued operations. The table below presents reconciliation of items of the consolidated income statement for 3 months ended March 31, 2012 after adjustments:

3 months ended March 31, 2012

Figures presented in the financial statements for


Adjustment of result on discontinued

operations

Figures presented in the financial statements for

3 months ended March 31, 2012 after adjustments

Net sales 142 963 (5 787) 137 176Cost of sales (121 398) 3 687 (117 711)

Gross profit on sales 21 565 (2 100) 19 465

Other operating income 2 092 (201) 1 891Distribution & marketing costs (6 026) 6 (6 020)Administrative expenses (24 701) 2 566 (22 135)Other operating expenses (3 712) 39 (3 673)

Operating loss (10 782) 310 (10 472)

Finance income 2 246 (436) 1 810Finance costs (277) 140 (137)

Loss before tax (8 813) 14 (8 799)

Income tax expense 1 532 (192) 1 340

Net loss from continuing operations (7 281) (178) (7 459)

Loss from discontinued operations (553) 178 (375)

Net loss for the period (7 834) 0 (7 834)



35

Below is a reconciliation of items of the consolidated statement of cash flows for 3 months ended March 31, 2012 after adjustments:


Figures presented in the financial

statements for 3 months ended Mar.

31, 2012

Discontinued operations

Figures presented in the financial

statements for 3 months ended Mar.

31, 2012 after adjustments

OPERATING ACTIVITIESProfit before tax (9 116) 317 (8 799)Adjustments: (14 016) 20 119 6 103Depreciation and amortization 29 913 (1 898) 28 015Interest (1 966) 249 (1 717)(Gain)/loss from investing activities (482) 552 70Change in receivables (13 212) (4 240) (17 452)Change in current liabilities, excluding borrowings (25 133) 24 488 (645)Change in provisions (2 400) 305 (2 095)Change in inventories (90) 0 (90)Other adjustments (646) 663 17Cash used in operations - discontinued operations 0 (20 436) (20 436)Cash used in operations (23 132) 0 (23 132)Income taxes paid (2 241) 756 (1 485)Income taxes paid - discontinued operations 0 (756) (756)Net cash used in operating activities (25 373) 0 (25 373)INVESTING ACTIVITIESProceeds from disposal of property, plant and equipment and intangible assets 5 717 (5 692) 25Proceeds from disposal of interest in related parties 11 300 (11 300) 0Interest received 2 149 (432) 1 717Loans repaid 174 (174) 0Payments for property, plant and equipment and intangible assets (60 589) 7 448 (53 141)Other investing cash outflows (189) 189 0Cash generated by investing activities - discontinued operations 0 9 961 9 961Net cash used in investing activities (41 438) 0 (41 438)FINANCING ACTIVITIESProceeds from borrowings 7 832 (7 832) 0Repayment of borrowings (42) 42 0Interest paid and other financing cash outflow flow resulting from received borrowings (182) 182 0Payment of finance lease liabilities (364) 364 0Cash generated by financing activities - discontinued operations 0 7 244 7 244Net cash generated by financing activities 7 244 0 7 244Change in cash and cash equivalents (59 567) 0 (59 567)Cash and cash equivalents at the beginning of the period 218 405 0 218 405Cash and cash equivalents at the end of the period 158 838 0 158 838



36

13. EVENTS AFTER THE REPORTING PERIOD No major events occurred at Orbis Group after the reporting period. 14. ISSUER’S SHAREHOLDERS

As at the date of publication of the financial statements, the value of the share capital of Orbis S.A. amounts to PLN 517,754 thousand and comprises of 46,077,008 shares. Shareholders who hold, directly or indirectly through their subsidiaries, at least 5% of the total number of voting rights at the General Meeting of Shareholders, determined according to the holding of shares and their percentage share in the share capital as at the date of publication of the financial statements, disclosed in the notifications submitted to the Company under Article 69 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, include:

Number of shares held as at

May 8, 2013

Percentage share in the share

capital as at

May 8, 2013

(no. of voting rights at the GM)

(percentage share in the total number of voting rights at the

GM)

24 276 415 52,69% -

2 303 849 4,99% -

4 577 880 9,94%-

Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK

Change in the structure of

ownership of major blocks of

shares from Feb. 20, 2013 to

May 8, 2013

Shareholder (description)

Accor SA

of which a subsidiary of Accor S.A. - Accor Polska Sp. z o.o.

15. CHANGES IN THE HOLDING OF ISSUER’S SHARES BY MANAGING AND SUPERVISING PERSONS IN

THE PERIOD SINCE THE LAST INTERIM REPORT No changes have occurred in respect of the holding of Orbis S.A. shares by managing and supervising persons since the date of submission of the last annual report. To the Company’s knowledge, as at the date of publication of the financial statements members of the Management Board hold the following shares in Orbis S.A.: • Laurent Francois Picheral - President of the Management Board, does not hold any Orbis S.A. shares • Ireneusz Andrzej Węgłowski - Vice-President of the Management Board, holds 3,000 Orbis S.A. shares • Marcin Szewczykowski - Member of the Management Board, does not hold any Orbis S.A. shares To the Company’s knowledge, as at the date of publication of the financial statements, members of the Supervisory Board of the 8th tenure hold the following shares in Orbis S.A.:

• Claude Moscheni - does not hold any Orbis S.A. shares • Jacek Kseń - holds 1,000 Orbis S.A. shares • Erez Boniel - does not hold any Orbis S.A. shares • Christian Karaoglanian - does not hold any Orbis S.A. shares • Artur Gabor - does not hold any Orbis S.A. shares • Yann Caillère - does not hold any Orbis S.A. shares • Marc Vieilledent - does not hold any Orbis S.A. shares • Jarosław Szymański - does not hold any Orbis S.A. shares • Andrzej Procajło - does not hold any Orbis S.A. shares • Andrzej Przytuła - does not hold any Orbis S.A. shares



37

16. LEGAL CLAIMS

Legal claims – description Value of the litigation

Date of launching the legal proceedings

Parties to the proceedings Company’s stance

1. Proceedings for handing over of real property located in Warsaw, in the district of Wilanów, at 27 St.Kostki Potockiego str., marked as the plot of land no. 21/1 with an area of 4,397 sq.m.

The Plaintiff determined the value of litigation at PLN 5 million, as the value of real property or, alternatively, at PLN 377 thousand which corresponds to the 3-month lease/tenancy rent due for this type of real property

Statement of claim dated September 29, 2005

Plaintiff: State Treasury, represented by the Municipal Office of the Capital City of Warsaw, Defendant: Orbis S.A.

On September 4, 2008, an appellate hearing was held before the Court of Appeals in Warsaw, during which the Court issued a decision suspending appellate proceedings until final resolution concerning ownership title to the real property in administrative proceedings. The court first resumed, and then suspended, proceedings. Administrative proceedings initiated by heirs of the former owner, Adam Branicki, for restitution of the real property "Kolonia Adamówka Wilanowska dz. 15" are currently pending before the Head of Mazowieckie Voivodship, i.e. the authority of first instance. At a hearing on January 5, 2010 the applicants' attorney filed a written declaration, informing that the party he represents would not seek compensation from Orbis S.A. for the use of the real property. The declaration forms an appendix to the record of the hearing; however, the declaration was not supported by a relevant power of attorney granted by the heirs of Adam Branicki authorizing the attorney to renounce claims on their behalf. In the Constitutional Tribunal's opinion claims for restitution of real property groundlessly confiscated by virtue of the decree should be examined in court proceedings. The Tribunal's decision is not binding; substantiation to the decision is solely an interpretation of provisions of the law made by the Tribunal. However, the Office of the Head of Mazowieckie Voivodship will be obliged to refer to it when examining the application of the Branickis for restitution of the real property. Administrative proceedings are highly likely to be discontinued in view of the ruling of the Constitutional Tribunal. However, the procedure for seeking reprivatisation claims, indicated by the Constitutional Tribunal, did not hold. On January 10, 2011 the Supreme Administrative Court, sitting in a panel of 7 judges, adopted a resolution in case no. I OPS 3/10 pursuant to which the issue whether a real property, or a part thereof, forms part of a landed real property that was subject to the agrarian reform, may be decided by way of an administrative decision. Hence, we should expect a decision to be issued in administrative proceedings pending before the Head of the Mazowieckie Voivodship as well as substantive consideration of the request of the Branickis Family for restitution of the real property „Kolonia Adamówka Wilanowska cz. dz. 15”, of which the real property of the “Wilanów” restaurant forms part. Acting on the application of the Branicki’s attorney, substantiated by the circumstance that the last-resort (cassation) appeal against the judgment dated November 3, 2011 of the Voivodship Administrative Court does not concern a substantive issue, the Head of the Mazowieckie Voivodship seconded the applicant’s position and took further actions in the case. The Head obligated the attorney of the heirs of Adam Branicki to submit a certificate and explanations as to the contents of the land and mortgage register of the real property "Kolonia Adamówka Wilanowska". The last-resort (cassation) appeal has not been considered by the Supreme Administrative Court yet.

2. Proceedings for declaration of invalidity of an administrative decision of the President of the City of Warsaw dated April 11, 1950, No. L dz. WPB/3116/49/P concerning refusal to reinstate a time limit for filing an application for temporary ownership title to the land located at 19 Wspólna str., land and mortgage reg. no. 1651/2 letter C (the area of a former real property with land and mortgage reg. no. 1651/2 letter C, corresponds partially to the current plot of land no. 133/2 administered by Orbis S.A., on which a driveway to the building of the Grand Warszawa hotel is situated, and to the plot of land no. 133/1 that is held by Orbis S.A. in perpetual usufruct, on which a part of the Hotel building is situated).

unknown Application dated March 2, 2000

Applicant: J. Ostrowska - Bazgier (heirs of Abracham Juda vel Adam Kaltman) Participant: ”Parking- Wspólna Sp. z o.o in liquidation Participant: Orbis S.A.

On August 10, 2010 the Minister of Infrastructure issued a decision (served on Orbis S.A. on August 19, 2010) declaring invalidity of the administrative decision of the President of the City of Warsaw of 1950 refusing to grant to the applicants the temporary ownership title to the land concerned (among others, to the part of the land that is currently administered and held in perpetual usufruct by Orbis S.A.) On September 1, 2010 Orbis S.A. applied for re-consideration of the case. The Law Office “Zakrzewski, Domański, Palinka” [ZDP] was appointed to defend the case on behalf of Orbis S.A. In November 2010 the Law Office filed supplementary letters to the application for reconsideration of the case with the Ministry of Infrastructure, whereby it challenged timely filing of the decree application by former owners and challenged the correct nature of actions taken by the guardian ad litem and, therefore, the Law Office filed an application for suspension of proceedings. Moreover, on November 17, 2010 an application was filed with the District Court for Warszawa Śródmieście in Warsaw, III Family & Minors Division, for revoking decisions appointing Mrs. Joanna Ostrowska – Bazgier as guardian ad litem of allegedly absent, but actually deceased, persons. As a result of pending proceedings, the Court repealed the ruling challenged by Orbis S.A. and referred the case to be



38




reconsidered. The District Court, III Family Division by virtue of decision dated April 24, 2012 revoked Mrs. Joanna Ostrowska-Bazgier’s appointment as guardian ad litem of Józef Arager. Both parties appealed against this decision. The Court set the date of the hearing for November 22, 2012. In the meantime, the Regional Court will consider Orbis S.A’s complaint against the District Court’s refusal to supplement the decision dated April 20, 2012. In this case, on October 29, 2012 the District Court rectified the decision, to which Orbis filed a complaint. In months to come, procedural issues relating to the case will be considered. In April 2013 a hearing was held relating to the revokation of the decision appointing Mrs. Joanna Ostrowska – Bazgier as guardian ad litem. The Applicant filed an application for entry of a warning concerning the Applicant’s claims in the land and mortgage register. The District Court, X Land and Mortgage Registry Division, dismissed the application ex officio. The Applicant lodged a complaint against this decision, and Orbis S.A. motioned for the dismissal thereof. The Applicant filed an appeal. Orbis S.A. filled a reply to the appeal.

3. Statement of claims for cash compensation for breach of Article 45 of the Labour Code

PLN 120 thousand

May 2012 Plaintiff: former employee of Orbis S.A. Defendant: Orbis S.A.

The Plaintiff requests cash compensation for breach of Article 45 of the Labour Code in connection with liquidation of position. Orbis S.A. requests that the action be dismissed. The date of the next hearing was set for May 2013.

4. Proceedings for determining non-existence of succession by ORBIS to the enterprise, as defined by Article 551 of the Polish Civil Code, operated by Franciszek Trzaska, and subsequently by Stanisław Trzaska, in Zakopane at 1 Kościuszki street, to the State-Owned Enterprise “Hotel ORBIS” Giewont, that is non-existent in view of absence of entry in the register of state-owned enterprises.

The Plaintiff determined the value of litigation at PLN 600 in the statement of claim dated November 14, 2012

Statement of claim dated November 14, 2012

Plaintiff: Barbara Juszczak; Defendant: Orbis S.A.

Action for restitution relating to the real property „Giewont” Hotel in Zakopane initiated by filing a statement of claim for determining non-existence of succession by ORBIS to the enterprise, as defined by Article 551 of the Polish Civil Code, operated by Franciszek Trzaska, and subsequently by Stanisław Trzaska, in Zakopane at 1 Kościuszki street, to the State-Owned Enterprise „Hotel ORBIS Giewont”, that is non-existent in view of absence of entry in the register of state-owned enterprises. Orbis S.A. filed a reply to the statement of claim, presenting its defences against arguments set out in the substantiation to the statement of claim. It was argued in the reply to the statement of claim that the Plaintiff is not entitled to participate in the proceedings as she has not proved her legal interest appropriately, which is prerequisite for bringing action concerned. It was proved that the real property was used by structures that directly or indirectly preceded the enterprise of which Orbis S.A. is a direct successor. During the proceedings the Court appointed an expert who assessed the value of the litigation at PLN 13 million. Continuation of proceedings is conditional upon payment of a court fee on the new value of the litigation by the Plaintiff. No new developments in the case. The risk of resolution of the case to Orbis S.A.’s disadvantage is highly unlikely.

5. Statement of claim for payment for the use of rights to artistic performances of musical and verbal & musical works without a contractual basis for the period of 10 years until the date of statement of claim

PLN 3,708 thousand

Sept. 2, 2011 Plaintiff: Association for Artists Performers of Musical and Verbal & Musical Works SAWP Defendant: Orbis S.A.

The parties reached Amicable Agreement at a hearing held on March 14, 2013. As an effect of the concluded Amicable Agreement, Orbis committed to pay to SAWP a gross amount of PLN 1,909 thousand for the use by Orbis of artistic performances of artists-performers, SAWP members, in all Orbis hotels covered by the action, during the period from February 28, 2001 to February 28, 2011, on the field of exploitation public playing of artistic performances of verbal & musical works of artists-performers, SAWP members, and agreed to satisfy SAWP within time-limits specified in the Amicable Agreement. In return, SAWP declared that the payment of the above gross amount will exhaust Orbis’ obligations with respect to SAWP for public playing of artistic performances of all artists-performers, SAWP members, in the period from February 28, 2001 to February 28, 2011. The above amount will be paid in 12 monthly instalments, starting from April 10, 2013.

6. Statement of claim for payment for the use of rights to performances of musical and verbal & musical works without a contractual basis for the period of 10 years until the date of statement of claim

PLN 732 thousand

Aug. 1, 2011 Plaintiff: Association for Artists Performers of Musical and Verbal & Musical Works SAWP Defendant: Hekon Hotele Ekonomiczne

On January 25, 2013 an Amicable Agreement was reached before the court, whereby Hekon agrees to repay to SAWP the debt in the amount of PLN 661 thousand for using artistic performances of artists–performers, members of the Association for Artists Performers of Musical and Verbal & Musical Works (SAWP), in the period from February 28, 2001 to February 28, 2011, in all Hekon hotels covered by the action, on the field of exploitation “public playing of artistic performances of verbal & musical works of artists–performers” who are SAWP members, and agrees to satisfy SAWP within time-limits set out in the Amicable Agreement. In consideration of the foregoing, SAWP declares that the payment of the



39




S.A.

above amount will satisfy all liabilities of Hekon towards SAWP on account of public playing of artistic performances of all artists–performers, members of the Association for Artists Performers of Musical and Verbal & Musical Works SAWP, in the period from February 28, 2001 to February 28, 2011. The above amount will be paid in 12 monthly instalments, starting from February 10, 2013.

7. Application for declaring that the revalued amount of the fee for perpetual usufruct of land built-up with ibis & ibis budget hotels in Kraków is unjustified

PLN 417 thousand (per year)

Application to the Self-Government Appellate Board dated November 27, 2009.

Plaintiff: Orbis S.A. Defendant: State Treasury represented by the President of the City of Kraków, substituted by the State Treasury Solicitors’ Office

Application of Orbis S.A. to the Self-Government Appellate Board in Kraków for declaring that the revalued amount of the fee for perpetual usufruct of land in Pawia street in Kraków is unjustified. The Self-Government Appellate Board, by virtue of a decision dated June 16, 2010, dismissed the application of Orbis S.A. On July 8, 2010 Orbis S.A. filed an appeal against the decision of the Self-Government Appellate Board with the Common Court. The State Treasury, President of the City of Kraków, filed a reply to the statement of claim with the Court. The hearing scheduled for December 20, 2011 was adjourned in order for Orbis S.A. to submit its position on allegations put forth in the opposing party’s pleading. The Court decided to hear evidence from an opinion of a property valuation expert to determine the value of outlays incurred by the perpetual usufructor. A site inspection was conducted on August 28, 2012. The expert prepared his opinion on October 5, 2012. The Parties filed objections to the opinion. The Company awaits the date of the hearing to be set. Expected closing of the case – 2 years.

8. Application for declaring that the revalued amount of the fee for the perpetual usufruct of land built-up with ibis & ibis budget hotels in Warsaw is unjustified.

2013: PLN 431 thousand 2014: PLN 953 thousand 2015: PLN 1,475 thousand

Application to the Self-Government Appellate Board dated August 7, 2012

Plaintiff: Orbis S.A. Defendant: President of the Capital City of Warsaw

Application of Orbis S.A. to the Self-Government Appellate Board for declaring that the revalued amount of the fee for perpetual usufruct of land at 16a Bitwy Warszawskiej street in Warsaw is unjustified. The case is expected to be closed in 3 three years (including possible proceedings before a common court).

9. Appeal against the decision increasing the value of two plots of land built-up with Sofitel Victoria (growth in annual fee for perpetual usufruct of land).


November 2008

Plaintiff: Orbis S.A. Defendant: State Treasury, President of the Capital City of Warsaw

On February 12, 2013 the Self-Government Appellate Board in Warsaw issued a decision rejecting Orbis S.A.’s application for determining that the revalued amount of the annual fee for perpetual usufruct is unjustified. On April 9, 2013, an objection to the decisions of the Self-Government Appellate Board was sent to the Self-Government Appellate Board (in order to be transferred to the appropriate common court).

10. Application for declaring that the revalued amount of the fee for the perpetual usufruct of land built-up with the Novotel Malta in Poznań is unjustified


January 19, 2011

Plaintiff: Orbis S.A. Defendant: State Treasury, President of the City of Poznań

Application of Orbis S.A. to the do Self-Government Appellate Board in Poznań for declaring that the revalued amount of the fee for perpetual usufruct of land in Warszawska street in Poznań is unjustified. No date of the hearing has been set as at May 8, 2013.

11. Application for declaring that the revalued amount of the fee for the perpetual usufruct of land built-up the Novotel Wrocław is unjustified

2013: PLN 159 thousand 2014: PLN 189 thousand 2015: PLN 219 thousand

Application to the Self-Government Appellate Board dated January 15, 2013

Plaintiff: Orbis S.A. Defendant: President of the City of Wrocław

Application of Orbis S.A. to the Self-Government Appellate Board in Wrocław for declaring that the revalued amount of the fee for perpetual usufruct of land at 35 and 35a Wyścigowa street in Wrocław is unjustified. The case is expected to be closed in 1 year.

12. Payment of liabilities; payment of damages

PLN 225 thousand and PLN 338 thousand

Plaintiff: Orbis Transport Sp. z o.o. Defendants: Art-Trans Sp. z o.o; Z.Cwyl, A.Cwyl

A judgment adjudicating payment has been rendered. The judgment is final. In view of absence of any assets, enforcement proceedings have been discontinued. Separate proceedings were initiated against members of the Management Board for payment of damages. A judgement in default has been rendered. Enforcement proceedings are pending.

13. Payment of liabilities PLN 406 thousand

Plaintiff: Orbis Transport Sp. z o.o. Defendant: Airconsys Sp. z o.o.

The debtor was declared bankrupt. The whole amount of liabilities was submitted against the bankruptcy estate. No new developments in the case.

Orbis Spółka Akcyjna

Condensed interim financial statements

as at March 31, 2013 and for 3 months ended

March 31, 2013

Orbis Spółka AkcyjnaCondensed interim financial statements - first quarter of 2013


A s s e t s balance as at

March 31, 2013


2012


2012

Non-current assets 1 854 303 1 849 171 1 938 322

Property, plant and equipment 1 068 743 1 070 701 1 242 399

Intangible assets 1 569 1 809 2 099

Investments in subsidiaries and associates 444 446 444 446 469 894

Other financial assets 11 270 0 0

Investment property 327 554 331 479 223 149

Other long-term investments 464 464 464

Other long-term assets 257 272 317

Current assets 129 177 115 840 121 435

Inventories 2 780 2 933 3 345

Trade receivables 22 650 26 811 27 686

Income tax receivables 1 479 1 036 5 570

Other short-term receivables 16 679 7 590 18 558

Cash and cash equivalents 85 589 77 470 66 276

Assets classified as held for sale 15 291 61 634 23 631

T o t a l a s s e t s 1 998 771 2 026 645 2 083 388

STATEMENT OF FINANCIAL POSITION


1



E q u i t y a n d L i a b i l i t i e sbalance as at

March 31, 2013


2012


2012

Equity 1 889 006 1 898 389 1 845 618

Share capital 517 754 517 754 517 754

Reserves 133 333 133 333 133 333

Retained earnings 1 237 919 1 247 302 1 194 531

Non-current liabilities 38 437 40 251 36 553

Deferred tax liabilities 13 639 15 186 20 010

Other non-current liabilities 6 919 7 186 532


Current liabilities 71 328 88 005 201 217

Borrowings, of which: 0 0 110 637

- borrowings from related parties 0 0 110 637

Trade payables 25 209 40 631 29 278

Current tax liabilities 1 236 1 503 2 128

Other current liabilities 41 174 38 631 51 379


Provisions for liabilities 1 668 5 199 3 939

T o t a l e q u i t y a n d l i a b i l i t i e s 1 998 771 2 026 645 2 083 388


STATEMENT OF FINANCIAL POSITION, continued

2




2013


2012


Cost of sales (87 927) (96 872)

Gross profit on sales 2 889 8 650

Other operating income 8 978 1 563

Distribution & marketing costs (5 620) (5 422)

Administrative expenses (17 332) (16 889)


Operating loss (11 837) (15 571)

Finance income 640 1 295

Finance costs (194) (1 497)

Loss before tax (11 391) (15 773)

Income tax expense 2 008 2 735


The entire loss for the period relates to continuing operations

Loss per ordinary share (in PLN)

Basic and diluted loss per share (0,20) (0,28)


2013


2012


Other comprehensive income before tax 0 0

Income tax on other comprehensive income 0 0

Other comprehensive income, net of income tax 0 0

Total comprehensive loss for the period (9 383) (13 038)

STATEMENT OF COMPREHENSIVE INCOME


INCOME STATEMENT


3



Shar

e

capi

tal

Res

erve

s

Ret

aine

d ea

rnin

gs

Tota

l

Balance as at January 1, 2012 517 754 133 333 1 207 569 1 858 656 - net profit for the period 0 0 104 241 104 241 - other comprehensive income 0 0 0 0Total comprehensive income for the period 0 0 104 241 104 241 - dividends 0 0 (64 508) (64 508)Balance as at December 31, 2012 517 754 133 333 1 247 302 1 898 389

Balance as at January 1, 2012 517 754 133 333 1 207 569 1 858 656 - net loss for the period 0 0 (13 038) (13 038) - other comprehensive income 0 0 0 0Total comprehensive loss for the period 0 0 (13 038) (13 038) - dividends 0 0 0 0Balance as at March 31, 2012 517 754 133 333 1 194 531 1 845 618

Balance as at January 1, 2013 517 754 133 333 1 247 302 1 898 389 - net loss for the period 0 0 (9 383) (9 383) - other comprehensive income 0 0 0 0Total comprehensive loss for the period 0 0 (9 383) (9 383) - dividends 0 0 0 0Balance as at March 31, 2013 517 754 133 333 1 237 919 1 889 006

STATEMENT OF CHANGES IN EQUITY

Twelve months ended December 31, 2012

of which: three months ended March 31, 2012

Three months ended March 31, 2013


4




2013


2012

OPERATING ACTIVITIESLoss before tax (11 391) (15 773)Adjustments: 2 184 5 295Depreciation and amortization 23 196 24 981Interest (640) 112(Gain)/loss from investing activities (8 603) 45Change in receivables (4 913) (13 033)Change in current liabilities, excluding borrowings (3 478) (4 797)Change in provisions (3 531) (2 065)Change in inventories 153 (100)Other adjustments 0 152Cash used in operations (9 207) (10 478)

Income taxes paid (249) (214)

Net cash used in operating activities (9 456) (10 692)

INVESTING ACTIVITIESProceeds from disposal of property, plant and equipment and intangible assets 37 091 25

Interest received 640 1 239Payments for property, plant and equipment and intangibleassets (20 156) (42 524)

Net cash generated by/(used in) investing activities 17 575 (41 260)

FINANCING ACTIVITIESInterest paid and other financing cash outflows resulting from borrowings received 0 (1 337)

Net cash used in financing activities 0 (1 337)

Change in cash and cash equivalents 8 119 (53 289)

Cash and cash equivalents at the beginning of the period 77 470 119 565

Cash and cash equivalents at the end of the period 85 589 66 276


STATEMENT OF CASH FLOWS

5

Orbis Spółka Akcyjna Condensed interim financial statements – first quarter of 2013


6

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

OF ORBIS SPÓŁKA AKCYJNA AS AT MARCH 31, 2013 AS WELL AS FOR 3 MONTHS ENDED MARCH 31, 2013

TABLE OF CONTENTS

1. BACKGROUND

2. IMPORTANT EVENTS AND FACTORS AFFECTING FINANCIAL PERFORMANCE OF THE COMPANY 2.1 Major events of the current quarter 2.2 Factors significant for the development of the Company

2.2.1 External factors 2.2.2 Internal factors 2.2.3 Prospects for the forthcoming quarters

3. INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME 3.1 Income statement 3.2 Seasonality or cyclicality of operations

4. STATEMENT OF FINANCIAL POSITION 4.1 Non-current assets 4.2 Current assets 4.3 Assets classified as held for sale 4.4 Non-current liabilities 4.5 Current liabilities 4.6 Borrowings 4.7 Contingent assets and liabilities, including sureties for borrowings or guarantees issued 4.8 Changes in estimates of amounts

5. STATEMENT OF CASH FLOWS 5.1 Operating activities 5.2 Investing activities 5.3 Financing activities

6. STATEMENT OF CHANGES IN EQUITY AND DIVIDENDS


8. ISSUE, REDEMPTION AND REPAYMENT OF DEBT AND EQUITY SECURITIES


10. CHANGES IN ACCOUNTING POLICIES


12. ISSUER’S SHAREHOLDERS

13. CHANGES IN THE HOLDING OF THE ISSUER’S SHARES BY MANAGING AND SUPERVISING PERSONS SINCE THE LAST INTERIM REPORT

14. LEGAL CLAIMS



7

1. BACKGROUND The attached financial statements present the financial data of the Company Orbis S.A. with its corporate seat in Warsaw, at Bracka 16 street, 00-028 Warsaw, entered into the Register of Businesses kept by the District Court in Warsaw, XII Commercial Division of the National Court Register under the number KRS 22622. According to the Polish Classification of Business Activity [PKD], the Company’s business operations are classified under section I, item 5510Z. On the regulated market, the Company’s operations are classified as miscellaneous services. Orbis S.A. is Poland’s largest hotel company that employs 2.0 thousand persons (average full-time equivalent employment). As at March 31, 2013 the Company operated a network of 28 hotels (6,172 rooms) in 18 cities, towns and resorts in Poland. Moreover, as at the end of the reporting period, the Company managed the Sofitel in Wrocław (205 rooms) and granted a franchise to five hotels offering a total of 593 rooms .The Company’s hotels operate under the following Accor brands: Sofitel, Novotel, Mercure and ibis Styles as well as under the Polish brand Orbis Hotels. In addition, the Company owns nine ibis budget hotels, two ibis hotels and the Mercure Grand hotel in Warsaw, operated by its subsidiary Hekon-Hotele Ekonomiczne S.A. The attached condensed interim financial statements have been prepared as at March 31, 2013 as well as for 3 months ended March 31, 2013 on the assumption that the company Orbis S.A. will continue as a going concern in the foreseeable future. These condensed interim financial statements comply with the International Financial Reporting Standards approved by the European Union, issued and valid on the date of these financial statements, including the International Accounting Standard 34 “Interim Financial Reporting”. The principal accounting polices applied in the preparation of the financial statements are set out in point 2.3 of the notes to the annual financial statements of Orbis S.A. for 2012; the policies have not changed substantially. The accounting policies have been consistently applied to all the years presented in the financial statements. Any possible changes as compared to the figures presented previously are disclosed in point 10 of these financial statements. The functional and presentation currency is the Polish zloty. All financial figures are quoted in PLN thousand, unless otherwise stated. The attached separate interim financial statements of Orbis S.A. should be read in conjunction with the condensed interim consolidated financial statements of the Orbis Group as at March 31, 2013 as well as for 3 months ended March 31, 2013 (hereinafter referred to as the “consolidated financial statements of the Orbis Group”).



8

2. IMPORTANT EVENTS AND FACTORS AFFECTING FINANCIAL PERFORMANCE OF THE COMPANY

2.1 Major events of the current quarter

Information concerning events of the current quarter that are of greatest significance for the Company is presented in point 2.1 of the consolidated financial statements of the Orbis Group.

2.2 Factors significant for the development of the Company

2.2.1 External factors Information concerning macroeconomic situation is provided in point 2.2.1 of the consolidated financial statements of the Orbis Group.

2.2.2 Internal factors Information concerning internal factors is presented in point 2.2.2 of the consolidated financial statements of the Orbis Group.

2.2.3 Prospects for the forthcoming quarters The Company’s prospects are discussed in point 2.2.3 of the consolidated financial statements of the Orbis Group.



9

3. INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME

3.1 Income statement

3 months ended

Mar. 31, 2013

3 months ended


Net sales of products, merchandise and raw materials 90 816 105 522 -13,9%

Cost of sales (87 927) (96 872) 9,2%

Distribution & marketing costs (5 620) (5 422) -3,7%

Administrative expenses (17 332) (16 889) -2,6%

Loss on sales (20 063) (13 661) -46,9%

Other operating income 8 978 1 563 474,4%

Other operating expenses (752) (3 473) 78,3%

EBITDA 11 359 9 410 20,7%

EBITDA margin (EBITDA/Revenues) 12,5% 8,9% 3,6pp

Operating loss - EBIT (11 837) (15 571) 24,0%

EBIT margin (EBIT/Revenues) -13,0% -14,8% 1,7pp

Finance income 640 1 295 -50,6%

Finance costs (194) (1 497) 87,0%

Loss before tax (11 391) (15 773) 27,8%

Income tax expense 2 008 2 735 -26,6%

Net loss (9 383) (13 038) 28,0%

In the first quarter of 2013 Orbis S.A. generated sales at a lower level than in the corresponding period of the year 2012. The decline in sales results, to a large extent, from discontinued operations of four hotels in 2012. The decline in sales was considerably impacted by a clear slowdown of the Polish economy and restrictions on conference and business trip spending imposed by companies. Faced with a fall in sales in the MICE segment, the Company staged various promotional campaigns with a view to attracting more individual clients who stay at hotels for tourist purposes. Positive effects of these efforts were mirrored in a higher occupancy rate. However, they brought the rates down, which translated directly into a decline in Revenue per Available Room (RevPAR). To maintain a satisfactory level of margins, the Company consistently exercised a tight cost discipline, which was reflected in a decline in costs. The increase in “Other operating income” results from the disposal of the Mercure Kasprowy hotel in Zakopane. The agreement for sale and purchase of an organized part of the enterprise of the Mercure Kasprowy hotel in Zakopane for the price of PLN 56,350 thousand was executed on February 27, 2013 (see current report no. 5/2013). “Other operating expenses” went down as a consequence of lower employment restructuring costs. The Company generated higher result on financing activities as compared to the first quarter of 2012. The decline in interest income from bank deposits was brought about by the reduction of market interest rates. With lower level of debt, resulting from repayment of the total amount of borrowings, the Company reported a major decline in finance costs in the first quarter of 2013.

3.2 Seasonality or cyclicality of operations

Orbis S.A. sales throughout the year are marked by seasonality. Owing to weather conditions and holidays that in Poland fall in the months of July - September, the majority of sales is generated during the third quarter of the year. The second quarter of the year is the second best in terms of contribution to the sales volume, while the fourth quarter is ranked as the third, and the first quarter as the last in terms of sales. The year 2012 was an exception as, owing to the European Football Championship, the second quarter brought the highest sales in the entire year.



10

4. STATEMENT OF FINANCIAL POSITION

As at Mar. 31, 2013

As at Dec. 31, 2012

% c

hang

e in

3

mon

ths

ende

d M

ar. 3

1, 2

013

As at Mar. 31, 2012

% c

hang

e in

12

mon

ths

ende

d M

ar. 3

1, 2

013

Non-current assets 1 854 303 1 849 171 0,3% 1 938 322 -4,3% % share in total assets 92,8% 91,3% 93,0%Current assets 129 177 115 840 11,5% 121 435 6,4% % share in total assets 6,5% 5,7% 5,8%

Assets classified as held for sale 15 291 61 634 -75,2% 23 631 -35,3% % share in total assets 0,7% 3,0% 1,2%

TOTAL ASSETS 1 998 771 2 026 645 -1,4% 2 083 388 -4,1%Equity 1 889 006 1 898 389 -0,5% 1 845 618 2,4% % share in total equity and liabilities 94,5% 93,7% 88,6%Non-current liabilities 38 437 40 251 -4,5% 36 553 5,2% % share in total equity and liabilities 1,9% 2,0% 1,7%Current liabilities 71 328 88 005 -19,0% 201 217 -64,6% - of which: borrowings 0 0 110 637 -100,0% % share in total equity and liabilities 3,6% 4,3% 9,7%

TOTAL EQUITY AND LIABILITIES 1 998 771 2 026 645 -1,4% 2 083 388 -4,1%

Borrowings/equity ratio 0,0% 0,0% 0,0pp 6,0% -6,0pp

Debt ratio (total liabilities/total assets ratio)

5,5% 6,3% -0,8pp 11,4% -5,9pp

4.1 Non-current assets Owing to the nature of pursued business, the basic item of the Company’s “Non-current assets” is “Property, plant and equipment”. Property, plant and equipment include predominantly hotel buildings as well as land and rights to perpetual usufruct of land. Lower level of property, plant and equipment in the period presented is a consequence of decelerated investment processes in the Company as well as recognised depreciation charges. The drop in “Investment property” and “Intangible assets” items in the first quarter of 2013 results from depreciation/amortization charges. The most sizeable change of the current period was reported in the “Other financial assets” item. This item comprises receivables on account of disposal of an organized part of the enterprise of the Mercure Kasprowy hotel in Zakopane (i.e. 20% of the price) that is to be paid in the years 2015-2019. In accordance with the concluded sale and purchase agreement, this amount receivable has been secured at an escrow account (see current report no. 5/2013). Also, the level of investments in subsidiaries changed as compared to March 31, 2012 owing to the partial disposal of interest in Orbis Transport Sp. z o.o. in December. Other items of “Non-current assets” remain at similar levels in all comparable periods.



11

4.2 Current assets Current assets are dominated by cash and cash equivalents The level of cash increased predominantly in the first quarter of 2013 as a result of the sale of the Mercure Kasprowy hotel in Zakopane. Other short-term receivables comprise mainly VAT receivable as well as prepayments. The increase in “Other short-term receivables” is attributable to a high level of prepayments typical for the first quarter of the year which results from recognition of charges (chiefly fees for perpetual usufruct of land) that are settled over time. The decrease in trade receivables as compared to December 31, 2012 and March 31, 2012 is an outcome of the reduction of credited sales as a result of a higher number of individual clients, as well as of a reduced scale of operations (i.e. closing of some hotels).

4.3 Assets classified as held for sale As at March 31, 2013 the item “Assets classified as held for sale” comprises mainly the land and the building in Łopuszańska street in Warsaw. The change in the balance of this item as compared to December 31, 2012 results from the sale of the Mercure Kasprowy hotel in Zakopane in February. As at March 31, 2012, assets held for sale comprised the land and the building with equipment of the Polonez hotel in Poznań (the sale transaction was finalised in April 2012).

4.4 Non-current liabilities The most considerable changes as compared to preceding periods are reported in the “Deferred tax liabilities” item. The drop in this item is a result of a decrease in the difference between the carrying amount and the tax base of tangible assets, mainly due to completed transactions of sale of properties. The increase in other non-current liabilities as compared to March 31, 2012 is connected with the preliminary sale and purchase agreement for the Giewont hotel in Zakopane, signed on April 5, 2012, and the accompanying contract of lease for a maximum term of 20 years. Orbis S.A. received PLN 5.5 million as an advance payment towards the selling price. Also, rent for the first three years of the hotel lease was paid in advance on the date of execution of the contract. The final hotel sale and purchase agreement will be concluded after the legal title to real properties possessed by Orbis S.A. is entered in land and mortgage registers.

4.5 Current liabilities

Current liabilities are dominated by other current liabilities, comprising predominantly taxes and social security contributions payable, received advances and downpayments as well as accrued expenses. Much higher balance of these liabilities as at March 31, 2012 resulted, first and foremost, from downpayments obtained in connection with the European Football Championship held in June 2012. In the first quarter of 2013 “Trade payables” went down considerably. This decrease is attributable to a lower balance of investment liabilities on account of construction and modernization works as well as curbed purchases following from introduced savings. Similarly, provisions for liabilities declined as compared to preceding periods presented, which is an effect of utilization of provisions for restructuring costs and litigations.



12

4.6 Borrowings

The Company did not have any loan liabilities as at March 31, 2013 and December 31, 2012. As at the end of the first quarter of 2012 the Company reported a loan from the subsidiary Hekon-Hotele Ekonomiczne S.A. The loan was repaid in full in the fourth quarter of 2012. The Company has the following unused credit lines as at March 31, 2013: • PLN 20,000 thousand – overdraft available at Bank Handlowy w Warszawie S.A., • PLN 100,000 thousand – mid-term revolving facility available at Société Générale S.A. Branch in Poland.

4.7 Contingent assets and liabilities, including sureties for borrowings or guarantees issued

CONTINGENT LIABILITIES

Title BeneficiaryDebtor/nature

of relations Validity date

Amount as at the end

of reporting period

Change in the amount in 3

months ended Mar. 31, 2013 Financial terms and other remarks

Joint and several surety for liabilities of the companyOrbis Transport Sp. z o.o. that may arise under a loangranted by the bank under the Short-Term LoanAgreement no. 2009/005 dated Jan. 30, 2009, asamended by Annex no. 1, Annex no. 2, Annex no. 3,Annex no. 4 and Annex no. 5.

Société Générale SA Branch in Poland

Orbis Transport Sp. z o.o. - subsidiary

Feb. 15, 2013 0 (12 000) On January 31, 2012 the loan agreementexecuted by and between Orbis TransportSp. z o.o. and Société Générale S.A. expired.The surety given by Orbis S.A. expired inconnection with repayment, on Feb. 15, 2013of the entire amount of liabilities.

0 (12 000)

0 (12 000)

0 0

Surety for borrowings or guarantees issued within the Group

Surety for borrowings or guarantees issued outside the Group

Total, incl.:



13

4.8 Changes in estimates of amounts

Major estimates of amounts

As atMar. 31, 2013

(change in 3 months of 2013)

As atDec. 31, 2012


cha

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in

3 m

onth

s en

ded

Mar

. 31,

201

3 As atMar. 31, 2012


cha

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in

12 m

onth

s en

ded

Mar

. 31,

201

3

DEFERRED TAX ASSETS AND LIABILITIES*

1. Deferred tax liabilities 13 639 15 186 -10,2% 20 010 -31,8%PROVISIONS FOR LIABILITIES

1. Provision for jubilee awards and retirement benefits 19 920 19 920 0,0% 19 867 0,3%

opening balance 19 920 19 867 20 005- created 484 5 111 645- used (484) (3 415) (783)- released 0 (1 643) 0closing balance 19 920 19 920 19 8672. Provision for restructuring costs 891 2 445 -63,6% 2 059 -56,7%opening balance 2 445 2 059 3 055- created 0 3 039 0- used (1 554) (2 400) (996)- released 0 (253) 0closing balance 891 2 445 2 0592. Provision for court litigations 777 2 754 -71,8% 779 -0,3%opening balance 2 754 779 760- created 0 1 924 19- used (1 977) 0 0- released 0 0 0- other increases/decreases 0 51 0closing balance 777 2 754 779IMPAIRMENT OF ASSETS

1. Impairment of financial non-current assets 3 270 3 270 0,0% 11 191 -70,8%

opening balance 3 270 11 191 11 191- created 0 10 0- used 0 (4 914) 0- reversed 0 (3 017) 0closing balance 3 270 3 270 11 191

2. Impairment of property, plant and equipment 101 200 102 695 -1,5% 120 927 -16,3%

opening balance 102 695 120 927 122 882- created 0 6 456 0- used 0 (11 447) 0- reversed 0 (7 672) 0- not subject to reversal (1 495) (5 569) (1 955)closing balance 101 200 102 695 120 927

3. Impairment of investment property 9 058 9 141 -0,9% 4 828 87,6%

opening balance 9 141 4 828 4 840- created 0 4 350 0- used 0 0 0- reversed 0 0 0- not subject to reversal (83) (37) (12)closing balance 9 058 9 141 4 828 * The deferred tax assets and liabilities are recognized according to their final netted balance.



14

5. STATEMENT OF CASH FLOWS

3 monthsended

Mar. 31, 2013

3 monthsended


Cash used in operating activities (9 456) (10 692) 11,6%Cash generated by/(used in) investing activities 17 575 (41 260) -Cash used in financing activities 0 (1 337) 100,0%

Total net cash flows 8 119 (53 289) -

Cash and cash equivalents at the end of period 85 589 66 276 29,1%

5.1 Operating activities The Company reported negative operating cash flows in both periods presented. Improved performance as compared to past year is an effect of a lower number of sales transactions with deferred payment, and of restricted spending thanks to costs streamlining.

5.2 Investing activities In the first quarter of the current year the Company reported positive cash flow from investing activities, chiefly owing to proceeds from disposal of the Mercure Kasprowy hotel in Zakopane. In the first quarter of 2012, negative investing cash flow was a result of payments for construction of new properties and modernization of existing hotels.

5.3 Financing activities In the first quarter of 2013, the Group did not report any cash flow from financing activities. In the first quarter of past year, the only cash outflow was interest on a loans paid to the subsidiary Hekon-Hotele Ekonomiczne S.A.



15

6. STATEMENT OF CHANGES IN EQUITY AND DIVIDENDS

As at Mar. 31, 2013

As at Dec. 31, 2012

% c

hang

e in

3

mon

ths

ende

d M

ar. 3

1, 2

013

As at Mar. 31, 2012

% c

hang

e in

12

mon

ths

ende

dM

ar. 3

1, 2

013

Share capital 517 754 517 754 0,0% 517 754 0,0%Reserves 133 333 133 333 0,0% 133 333 0,0%Retained earnings 1 237 919 1 247 302 -0,8% 1 194 531 3,6%Equity 1 889 006 1 898 389 -0,5% 1 845 618 2,4% In all the periods presented the Share capital remained at the same level. Similarly, no changes were reported in Reserves where amounts derived from the sale of Orbis S.A. shares above their nominal value and revaluations of investments are posted. The change in Retained earnings in the first quarter of 2013 and in the corresponding period of past year resulted from the posted net result for the period. The change in retained earnings during the year 2012 was additionally impacted by the dividend for 2011 of PLN 64,508 thousand paid in August. The decision on distribution of profit for 2012 has not been approved as at the date of publication of this report.


Non-recurring and one-off events of the first quarter of 2013 include disposal of an organized part of the enterprise of the Mercure Kasprowy hotel in Zakopane. Result on this transaction amounted to PLN 8.1 million. Additionally, in the current period the Company incurred employment restructuring costs amounting to PLN 0.4 million.

8. ISSUE, REDEMPTION AND REPAYMENT OF DEBT AND EQUITY SECURITIES No issue, redemption and repayment of debt and equity securities occurred in the period covered by these financial statements.



16

9. RELATED PARTY TRANSACTIONS Within the meaning of IAS 24, parties related to the Company include members of the managing and supervising staff and close members of their families, subsidiaries and associates, as well as Accor S.A. (significant shareholder) and its related parties. Revenues from the sale of services to the companies of the Accor Group comprise mainly fees for the management of the Sofitel hotel in Wrocław. Costs of purchase of services from the companies of the Accor Group comprise mainly: • franchise fees, • reservation fees, • fees for the use of IT applications, • costs connected with Le Club Accorhotels loyalty program. Revenues from the sale of services to subsidiaries comprise mainly management fees (Hekon-Hotele Ekonomiczne S.A. and Orbis Kontrakty Sp. z o.o.) and revenues from lease of hotel properties (Hekon-Hotele Ekonomiczne S.A.). Purchases from subsidiary companies comprise predominantly mutually provided services. The drop in finance costs as compared to the past year results from the repayment of loans received from a subsidiary (Hekon-Hotele Ekonomiczne S.A.) on which the Company paid interest in the first quarter of 2012.

REVENUES3 months

ended Mar. 31, 2013

3 months ended

Mar. 31, 2012

Net sales of services 6 087 5 309 - to the companies of the Accor Group 525 188 - to subsidiaries 5 562 5 121Total sales 6 087 5 309

EXPENSES3 months

ended Mar. 31, 2013

3 months ended

Mar. 31, 2012Purchases of services 5 601 5 653 - from the companies of the Accor Group 5 210 5 255 - from subsidiaries 391 398Total purchases of services 5 601 5 653Purchases of merchandise and raw materials 2 38 - from the companies of the Accor Group 1 37 - from subsidiaries 1 1Finance costs 0 1 352 - from subsidiaries 0 1 352Total expenses 5 603 7 043



17

RECEIVABLES AND PAYABLESAs at

Mar. 31, 2013As at

Dec. 31, 2012As at

Mar. 31, 2012Trade receivables 8 547 13 476 9 867 - from the companies of the Accor Group 871 728 849 - from subsidiaries 7 676 12 748 9 018Total receivables 8 547 13 476 9 867Trade payables 7 242 13 656 6 657 - to the companies of the Accor Group 6 852 9 789 6 313 - to subsidiaries 390 3 867 344Other payables 0 0 110 638 - to subsidiaries 0 0 110 638Payables to the tax group 1 236 1 503 1 210 - to subsidiaries 1 236 1 503 1 210Total payables 8 478 15 159 118 505

Other payables as at March 31, 2012 include liabilities under a short-term loan taken from Hekon-Hotele Ekonomiczne S.A. that was repaid in full in the fourth quarter of 2012. Based on the agreement executed on August 31, 2012, Orbis S.A. and Hekon – Hotele Ekonomiczne S.A. form a Tax Group. The agreement will be binding for a term of three tax years, i.e. from January 1, 2013, till December 31, 2015. The Agreement was registered in the competent tax office (decision dated October 2, 2012). No transactions involving transfer of rights and obligations, either free of charge or against consideration, were executed between the Company and related parties: • members of the Management Board or Supervisory Board of Orbis S.A., • spouses, next-of-kin or relatives of the first and second degree of members of the Management Board and

Supervisory Board of Orbis S.A., its subsidiaries and associates, • persons linked by a relation of guardianship, adoption or custody with members of the Management Board and

Supervisory Board of Orbis S.A., its subsidiaries and associates.

10. CHANGES IN ACCOUNTING POLICIES The accounting policies did not change in the first quarter of 2013 as compared to the financial statements published as at December 31, 2013.


No major events occurred in the Company after the reporting period.



18

12. ISSUER’S SHAREHOLDERS As at the date of publication of the financial statements, the value of the share capital of Orbis S.A. amounts to PLN 517,754 thousand and comprises of 46,077,008 shares. Shareholders who hold, directly or indirectly through their subsidiaries, at least 5% of the total number of voting rights at the General Meeting of Shareholders, determined according to the holding of shares and their percentage share in the share capital as at the date of publication of the financial statements, disclosed in the notifications submitted to the Company under Article 69 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, include:

Number of sharesheld as at

May 8, 2013

Percentage share in the share

capital as at

May 8, 2013

(no. of voting rights at the GM)

(percentage share in the total number of voting rights at the

GM)

24 276 415 52,69% -2 303 849 4,99% -4 577 880 9,94% -Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK

Change in the structure of

ownership of major blocks of

shares fromFeb. 20, 2013 to

May 8, 2013

Shareholder (description)

Accor SAof which a subsidiary of Accor S.A. - Accor Polska Sp. z o.o.

13. CHANGES IN THE HOLDING OF ISSUER’S SHARES BY MANAGING AND SUPERVISING PERSONS SINCE THE LAST INTERIM REPORT

No changes have occurred in respect of the holding of Orbis S.A. shares by managing and supervising persons since the date of submission of the last annual report. To the Company’s knowledge, as at the date of publication of the financial statements members of the Management Board hold the following shares in Orbis S.A.: • Laurent Francois Picheral - President of the Management Board, does not hold any Orbis S.A. shares • Ireneusz Andrzej Węgłowski - Vice-President of the Management Board, holds 3,000 Orbis S.A. shares • Marcin Szewczykowski - Member of the Management Board, does not hold any Orbis S.A. shares To the Company’s knowledge, as at the date of publication of the financial statements, members of the Supervisory Board of the 8th tenure hold the following shares in Orbis S.A.:

• Claude Moscheni - does not hold any Orbis S.A. shares • Jacek Kseń - holds 1,000 Orbis S.A. shares • Erez Boniel - does not hold any Orbis S.A. shares • Christian Karaoglanian - does not hold any Orbis S.A. shares • Artur Gabor - does not hold any Orbis S.A. shares • Yann Caillère - does not hold any Orbis S.A. shares • Marc Vieilledent - does not hold any Orbis S.A. shares • Jarosław Szymański - does not hold any Orbis S.A. shares • Andrzej Procajło - does not hold any Orbis S.A. shares • Andrzej Przytuła - does not hold any Orbis S.A. shares



19

14. LEGAL CLAIMS Description of major litigations pending before courts, arbitration or public administration bodies is provided in point 16 of the consolidated financial statements of the Orbis Group.

orbis s.a. - quarterly financial report qsr 1/2013orbis group condensed consolidated interim...

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