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SEMI-ANNUAL MANAGEMENT'S REPORT ON BUSINESS OPERATIONS OF THE ASSECO GROUP Semi-Annual Report of the Asseco Group for 6 months ended 30 June 2012 SEMI-ANNUAL MANAGEMENT'S REPORT ON BUSINESS OPERATIONS OF THE ASSECO GROUP Table of contents Page I. GENERAL INFORMATION .................................................................................. 3 II. IT MARKET IN THE FIRST HALF OF 2012 AND ITS FUTURE OUTLOOK ..................... 4 1. Development prospects of the IT market ............................................................ 4 2. IT Market in Poland .......................................................................................... 5 3. Major events in individual sectors in the first half of 2012 ..................................... 7 4. Outlook summary ............................................................................................ 9 III. POSITION OF ASSECO POLAND S.A. AND THE ASSECO GROUP IN THE IT SECTOR ......................................................................................... 10 IV. PRODUCT PORTFOLIO OF THE ASSECO GROUP .................................................. 12 V. SUMMARY AND ANALYSIS OF THE ASSECO GROUP'S FINANCIAL RESULTS FOR THE FIRST HALF OF 2012 ............................................................................... 18 VI. MAJOR FACTORS AND EVENTS WITH IMPACT ON OUR FINANCIAL PERFORMANCE .............................................................................................. 20 1. Polish market ................................................................................................ 20 2. Israeli market (Formula Systems Group) .......................................................... 24 3. Central European market (Asseco Central Europe Group) .................................... 27 4. South Eastern European market (Asseco South Eastern Europe Group) ................ 29 5. Other European markets ................................................................................. 31 VII. CORPORATE OFFICERS OF ASSECO POLAND S.A. .............................................. 33 VIII. ASSECO POLAND SHARES HELD BY ITS MANAGEMENT AND SUPERVISORY STAFF .......................................................................................................... 34 IX. SHAREHOLDER STRUCTURE OF ASSECO POLAND S.A. ....................................... 34 X. ISSUANCE, REDEMPTION AND REPAYMENT OF NON-EQUITY AND EQUITY SECURITIES .................................................................................................. 35 XI. EFFECTS OF CHANGES IN THE ORGANIZATIONAL STRUCTURE ............................ 35 XII. ORGANIZATION AND CHANGES IN THE ASSECO GROUP STRUCTURE, INCLUDING INDICATION OF ENTITIES SUBJECT TO CONSOLIDATION .................. 36 XIII. INFORMATION ON PENDING LEGAL PROCEEDINGS CONCERNING LIABILITIES OR RECEIVABLES OF ASSECO POLAND S.A. OR ITS SUBSIDIARY COMPANIES ...... 45 XIV. RELATED PARTY TRANSACTIONS ..................................................................... 45 XV. BANK LOANS, BORROWINGS, SURETIES, GUARANTEES AND OFF-BALANCE-SHEET LIABILITIES ................................................................... 45 XVI. OPINION ON FEASIBILITY OF THE MANAGEMENT BOARD FINANCIAL FORECASTS FOR 2012 .................................................................................... 45 XVII. FACTORS WHICH IN THE MANAGEMENT'S OPINION MAY AFFECT OUR FINANCIAL PERFORMANCE AT LEAST TILL THE END OF THIS FINANCIAL YEAR ...... 45 XVIII. OTHER FACTORS SIGNIFICANT FOR THE ASSESSMENT OF HUMAN RESOURCES, ASSETS, AND FINANCIAL POSITION ............................................. 46 XIX. STATEMENTS OF THE MANAGEMENT BOARD OF ASSECO POLAND S.A. ................ 47 Semi-Annual Report of the Asseco Group for 6 months ended 30 June 2012 I. GENERAL INFORMATION The Parent Company of the Asseco Group (the "Group", "Asseco Group") is Asseco Poland S.A. ("Asseco", "Company"). Asseco is the number one information technology company in Poland that has operated in the domestic IT market for over 20 years. Since 2004 the Asseco Group business has gone international. Asseco Poland S.A. is the largest IT company listed on the Warsaw Stock Exchange, in terms of market capitalization. Asseco is also the 7th largest European software vendor in terms of revenues generated from the production of software (according to the Truffle 100 ranking published by Truffle Capital in October 2011). Asseco Poland S.A. is a leader in creation of the international Asseco Group that gathers numerous, directly or indirectly, subsidiary entities whose operating activities are related to those conducted by the Company. Asseco Poland S.A. and the Asseco Group companies are focusing on the production of proprietary software solutions. The Group is specialized in complex information technology undertakings, integration projects as well as consulting services. The Asseco Group provides its products for most sectors of the economy. Our mission is to build a reliable and profitable global information technology powerhouse providing high quality software and services. At present the Asseco Group conducts business operations in over a dozen European countries, Israel, United States, Canada, Japan, as well as in the EMEA region. The Asseco Group is present all over Europe through its regional holdings: Asseco Central Europe (Slovakia, Czech Republic, Hungary), Asseco South Eastern Europe (Balkan countries and Turkey), Asseco South Western Europe (Spain, Portugal, Italy, France), Asseco DACH (Germany, Switzerland, Austria), and Asseco Northern Europe (Scandinavia, Baltic republics). The Group's operations on non-European markets are conducted by companies incorporated in the holding of Formula Systems, which is listed on TASE (Tel Aviv Stock Exchange) as well as on NASDAQ Global Markets. Formula Systems holds shares in three listed information technology companies: Matrix IT, Sapiens International, and Magic Software. These companies operate in the markets of Israel, United States, Japan, and Canada, just to mention a few. Key products, services and markets The Asseco Group is a leading provider of proprietary IT solutions for most sectors of the economy. The Group's comprehensive offering includes products dedicated for the sectors of banking and finance, public administration, industry, trade, and services. The Group has got a wide-range portfolio of proprietary products, unique competence and experience in the execution of complex IT projects, and a broad customer base, including the largest financial institutions, major industrial enterprises, as well as public administration bodies. The Asseco Group is also specialized in projects dedicated to the European Union and NATO. All figures in millions of PLN, unless stated otherwise 3 Semi-Annual Report of the Asseco Group for 6 months ended 30 June 2012 The Asseco Group offers its products and services to the following customer groups: Financial Sector Public Institutions Industry, trade and services Banks Central administration Power and gas industries Brokerage houses Local administration FMCG Leasing companies Education Municipal utility enterprises Factoring companies Healthcare Production, trade and service enterprises Insurance companies International organizations Telecommunication Investment and pension Uniformed services funds Social insurance Our offering is complemented with multi-sector products, such as application platforms, Business Intelligence, Document Management, and Lifecycle Management solutions, as well as consulting and implementation services related to third-party software (SAP, Oracle, and Microsoft). Additionally, the Asseco Group offers IT infrastructure products and services (computer hardware, networks, security systems, etc.) as well as outsourcing and training services. Our outsourcing offer covers a broad range of IT solutions such as transaction systems, e-Banking systems, card payment systems as well as outsourcing of elements of IT infrastructure. II. IT MARKET IN THE FIRST HALF OF 2012 AND ITS FUTURE OUTLOOK 1. Development prospects of the IT market According to analysts, in 2012 the IT market is growing a bit slower than they have previously anticipated. In April 2012, Gartner once again lowered its forecasts for the development of the global IT market chiefly due to a slowdown in the public administration spending. According to the April forecast, in 2012 the market value will increase by 2.5% year on year, as compared with a 3.7% growth projected in January and a 4.6% growth assumed earlier. Gartner predicts that in 2012 revenues from the sale of IT solutions will reach USD 3.75 trillion worldwide (including the IT and telecommunications market). Almost half of this amount, or USD 1.7 trillion, will be consumed by telecommunications services that are projected to increase by 1%. The global business software market is poised to grow much faster, at a rate close to 5%, and it should be worth USD 280 billion. According to estimates, IT hardware segment will grow by 4.3% to USD 421 billion, while sales of IT services should reach USD 851 billion, reflecting an increase of 1.3% (earlier this segment was expected to grow over twice as fast, or by 3.1%). The fastest pace of development, approx. 6.9%, will be observed in the global market for telecommunications equipment solutions, which should be worth more than USD 470 billion. As explained by Computerworld, such a high rate of growth will be achieved on the back of investments made by telecom operators and service providers, as well as due