TRANSLATORS’ EXPLANATORY NOTE
The English content of this report is a free translation of the statutory auditor’s report of the below-mentioned Polish Company. In Poland statutory accounts as well as the auditor’s report should be prepared and presented in Polish language and in accordance with Polish legislation, and the accounting principles and practices generally adopted in Poland.
The accompanying translation has not been reclassified or adjusted in any way to conform to the accounting principles generally accepted in countries other than Poland, but certain terminology current in Anglo-Saxon countries has been adopted to the extent practicable. In the event of any discrepancies in interpreting the terminology, the Polish language version is binding.
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. , International Business Center, ul. Polna 11, 00-633 Warsaw, Poland, T: +48 (22) 746 4000,
www.pwc.pl
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. is entered into the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number 0000750050, NIP 526-021-02-28. The seat of the Company is in Warsaw at Polna 11.
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Independent Statutory Auditor’s Report
To the General Shareholders’ Meeting and the Supervisory Board of PragmaGO S.A.
Report on the audit of consolidated financial statements
Our opinion
In our opinion, section, the accompanying annual consolidated financial statements:
give a true and fair view of the consolidated financial position of PragmaGO S.A.(the “Parent Company”) and its subsidiaries (together the “Group”) as at 31 December 2024 and the Group’s consolidated financial performance and the consolidated cash flows for the year then ended in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the adopted accounting policies;
comply in terms of form and content with the laws applicable to the Group and the Parent Company’s Articles of Association;
Our opinion is consistent with our additional report to the Audit Committee of the Parent Company issued on the date of this report.
What we have audited
We have audited the annual consolidated financial statements of the PragmaGO S.A. Group which comprise:
the consolidated statement of financial position as at 31 December 2024;
and the following prepared for the financial year then ended 2024:
the consolidated statement of profit or loss and other comprehensive income;
the consolidated statement of changes in equity;
the consolidated statement of cash flows, and
the notes to consolidated financial statements, comprising a description of the significant accounting policies and other explanations.
Basis for opinion
We conducted our audit in accordance with the National Standards on Auditing as adopted by the resolutions of the National Board of Statutory Auditors and the resolution of the Council of the Polish Agency for Audit Oversight (“NSA”) and pursuant to the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (the “Act on Statutory Auditors”) and the Regulation (EU) No. 537/2014 of 16 April 2014 on specific requirements regarding the statutory audit of public interest entities (the “EU
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Regulation”). Our responsibilities under NSA are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with “the Handbook of the International code of ethics for professional accountants (including International independence standards) (Code of ethics) as adopted by resolution of the National Board of Statutory Auditors and other ethical requirements that are relevant to our audit of the consolidated financial statements in Poland. We have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of ethics. During the audit, the key statutory auditor and the audit firm remained independent of the Group in accordance with the independence requirements set out in the Act on Statutory Auditors and in the EU Regulation.
Our audit approach
Overview
The overall materiality threshold adopted for our audit was set at PLN 5.600 thousand, which represents approx1% of total assets.
We have audited the separate financial statement of the Parent Company and the financial information of subsidiaries whose financial position and financial results have, in our opinion, a material impact on the consolidated financial statement.
Income from factoring and loans
Estimating the value of expected credit losses in the loan and factoring portfolio
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Materiality
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Group scoping
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Key audit matters
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As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we considered where the Parent Company’s Management Board made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the consolidated financial statements as a whole, as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the consolidated financial statements as a whole.
Overall Group materiality
PLN 5.600 thousand
How we determined it
Approx. 1% of total assets
Rationale for the materiality benchmark applied
We adopted total assets as the basis for determining materiality because, in our opinion, this metric is widely used to evaluate the Company by shareholders and other stakeholders due to the Company's focus on the process of developing its business and increasing the value of its portfolio.
We have set materiality at approx 1% of net assets because, based on our professional judgment, it is within the range of acceptable quantitative materiality thresholds.
We agreed with the Audit Committee of the Parent Company that we would report to them misstatements of the consolidated financial statements identified during our audit above PLN 280 thousand, as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons
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How we tailored our Group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
We have audited the separate financial statement of the Parent Company and the financial information of subsidiaries whose financial position and financial results have, in our opinion, a material impact on the consolidated financial statement. The scope of our audit was appropriately adjusted to encompass all significant items included in the consolidated financial statement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. They include the most significant identified risks of material misstatements, including the identified risks of material misstatement resulting from fraud. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Income from factoring and loans
In accordance with the agreements concluded, the Group generates income from interest and commissions on factoring and loan products. Interest income is recognized using the effective interest rate method, taking into account commissions charged to the clients and intermediation costs related to obtaining financial assets. Commission income includes remuneration for services provided that are not directly related to obtaining financial assets.
In the process of recognizing income from factoring and loans, there is a risk of recognizing income in an incorrect value or incorrectly assigning income to the wrong period. We considered this area to be a key audit matter due to the significant share of income from factoring and loans in the Group's total revenues, their significant significance for the assessment of the Group's profitability and due to the complex nature of the calculations and the use of input data from several sources.
Note IV, point 13 “Revenue” of the consolidated
As part of the procedures performed, we assessed the compliance of the adopted accounting policy in the scope of revenue recognition with International Financial Reporting Standard 15 “Revenue from Contracts with Customers” and International Financial Reporting Standard 9 “Financial Instruments” (IFRS 9); As part of the detailed tests, we performed the following procedures:
we verified the mathematical correctness of the calculations on a selected sample, as well as the completeness and accuracy of the input data used in the calculation of interest income;
we analysed contracts with partners to confirm the inclusion of contractual provisions in the method of recognizing revenue from these contracts in interest and commission income;
we tested selected types of fees, commissions and brokerage costs to assess whether they were correctly included or excluded from the calculation of the effective interest rate;
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financial statements contains detailed information on the accounting policy applied in respect of interest and commission income. Note 1 “Total revenue” of the consolidated financial statements discloses the value of income from factoring for 2024 in the total amount of PLN 58.351 thousand and the value of income from loans for 2024 in the total amount of PLN 50.636 thousand.
we tested the correctness of the recognized amounts and their allocation to the appropriate period against the source documentation on a selected sample of transactions generating interest and commission income.
In addition, we verified the completeness and accuracy of the disclosures in the consolidated financial statements in accordance with the applicable accounting standards.
Estimating the value of expected credit losses in the loan and factoring portfolio
The portfolio of receivables from factoring and loans consists mainly of exposures for which the level of expected credit losses is valued using the portfolio method using statistical models. For each of the homogeneous portfolios identified by the Group, the values of expected credit losses (“ECL”) that may occur within a 12- month period or the remaining life of the financial asset are estimated, depending on the classification of individual assets into risk categories (“baskets”). Expected credit losses as at 31 December 2024 amounted to PLN 16,810 thousand in the loan portfolio with a gross value of PLN 254,220 thousand and PLN 18,400 thousand in the factoring portfolio with a gross value of PLN 252,880 thousand.
We considered the estimation of allowances for expected credit losses in the loan and factoring portfolio to be a key audit matter due to: the high degree of uncertainty related to the estimation of the allowance for expected credit losses; the judgment used by Management in modeling future scenarios, forecasting cash flows and the value of collateral accepted; the complexity of the audit procedures and audit evidence obtained due to the level of complexity of the calculations and the amount of data used to estimate the allowance for expected credit losses;
In the consolidated financial statements, the accounting policy and disclosures regarding the estimation of the value of expected credit losses
As part of the procedures performed:
we understood the policies and procedures in the Group related to estimating the value of expected credit losses with the involvement of our credit risk specialists
we assessed whether the methodology used by the Group to estimate expected credit losses is compliant with the requirements of IFRS 9, in particular we verified the Group’s approach to applying the criteria for identifying a significant increase in credit risk, the definition of default, PD and LGD parameters when calculating expected credit losses;
we critically analysed the key judgments and assumptions; we agreed on selected input data used to determine the default parameters and estimate expected credit losses;
we verified, on a sample basis, the assignment of exposures to the appropriate buckets and the correctness of identifying the indications of a significant increase in credit risk and impairment;
we recalculated expected credit losses in the loan and factoring portfolio on a selected sample;
we performed analytical procedures regarding the coverage of the loan and factoring portfolio with expected credit losses and their changes during the audited year and the transfer of
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in the loan and factoring portfolio are presented under Note IV "Significant Accounting Policies", item 7 "Allowances for Expected Financial Losses" and Note 7 "Financial Assets".
exposures between baskets;
In addition, we verified the completeness and accuracy of disclosures in the consolidated financial statements in accordance with applicable accounting standards.
Responsibility of the Management and Supervisory Board of the Company Parent Company for the consolidated financial statements
The Management Board of the Parent Company is responsible for the preparation, of the annual consolidated financial statements that give a true and fair view of the Group’s financial position and results of operations, in accordance with International Financial Reporting Standards as adopted by the European Union, the adopted accounting policies, the applicable laws and the Parent Company’s Articles of Association, and for such internal control as the Parent Company’s Management Board determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Parent Company’s Management Board is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Parent Company’s Management Board either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Parent Company’s Management Board and members of the Supervisory Board are obliged to ensure that the consolidated financial statements comply with the requirements specified in the Accounting Act of 29 September 1994 (“the Accounting Act”) . Members of the Supervisory Board are responsible for overseeing the financial reporting process.
Auditor’s responsibility for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the NSA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of these consolidated financial statements.
The scope of the audit does not include an assurance on the Group’s future profitability nor the efficiency and effectiveness of conducting its affairs by the Parent Company’s Management Board, now or in future.
As part of an audit in accordance with NSA, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and
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obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent Company’s Management Board;
conclude on the appropriateness of the Parent Company’s Management Board’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern;
evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purpose of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Audit Committee of the Parent Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee of the Parent Company with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated to the Audit Committee of the Parent Company, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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Other information
Other information
Other information comprises:
a Report on the Group’s operations for the financial year ended 31 December 2024 (“the Report on the operations”) and the corporate governance statement which is a separate part of the Report on the operations,
other documents comprising the Annual Report for the financial year ended 31 December 2024 (“the Annual Report”),
(together “Other Information”)
Other information does not include the financial statements and our auditor’s report thereon.
Responsibility of the Management and Supervisory Board of the Parent Company
The Management Board of the Parent Company is responsible for the preparation of the Other Information in accordance with the law.
The Parent Company’s Management Board and the members of the Supervisory Board are obliged to ensure that the Report on the operations including its separate part comply with the requirements of the Accounting Act.
Statutory auditor’s responsibility
Our opinion on the consolidated financial statements does not cover the Other Information.
In connection with our audit of the consolidated financial statements, our responsibility under NSA is to read the Other Information and, in doing so, consider whether the Other Information is materially inconsistent with the information in the consolidated financial statements, our knowledge obtained in our audit, or otherwise appears to be materially misstated. If, based on the work performed, we identified a material misstatement in the Other Information, we are obliged to inform about it in our audit report.
In accordance with the requirements of the Act on the Statutory Auditors, we are also obliged to issue an opinion on whether the Report on the operations has been prepared in accordance with the law, is consistent with information included in annual consolidated financial statements and to issue a statement as to whether, in the light of the knowledge about the Group and its environment obtained during the audit, any material misstatements have been identified in the Report on the operations and an indication of what any such material misstatement is.
Moreover, we are obliged to issue an opinion on whether the Group provided the required information in its corporate governance statement .
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Statement on the Other information
We declare, based on the knowledge of the Group and its environment obtained during our audit, that we have not identified any material misstatements in the Report on the operations and in the remaining Other information.
Opinion on the Report on the operations
Based on the work we carried out during our audit, in our opinion, the Report on the operations:
has been prepared in accordance with the requirements of Article 49 of the Accounting Act and para. 71 of the Regulation of the Minister of Finance dated 29 March 2018 on current and periodical information submitted by issuers of securities and conditions for considering as equivalent the information required under the legislation of a non-Member State (“Regulation on current information”);
is consistent with the information in the consolidated financial statements.
Opinion on the corporate governance statement
In our opinion, in its corporate governance statement, the Group included information set out in para. 70.6 (5) of the Regulation on current information. In addition, in our opinion, information specified in paragraph 70.6 (5)(c)–(f), (h) and (i) of the said Regulation paragraphs of the applicable By-laws included in the corporate governance statement are consistent with the applicable provisions of the law and with information included in the consolidated financial statements.
Report on other legal and regulatory requirements
Report on the compliance of the marking up of consolidated financial statements with the requirements of the European Single Electronic Format (“ESEF”)
In connection with the audit of consolidated financial statements we have been engaged by the Parent Company’s Management Board based on a contract to conduct a reasonable assurance engagement to express an opinion whether the consolidated financial statements of the Group as at and for the year ended 31 December 2024 prepared in the single electronic format contained in the file named 259400KV9G7ARDY89677-2024-12-31-0-pl (the “consolidated financial statements in the ESEF format”) was marked up in accordance with the requirements in the article 4 of the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (the “ESEF Regulation”).
Description of a subject matter and applicable criteria
The consolidated financial statements in the ESEF format were prepared by the Parent Company’s Management Board to comply with the technical requirements regarding the specification of a single electronic reporting format and marking up, which are set out in the ESEF Regulation.
The subject matter of our assurance engagement is the compliance of the consolidated financial statements in the ESEF format with the requirements of the ESEF Regulation and the requirements of this regulation, in our view, constitute appropriate criteria to form an opinion.
Responsibility of the Management Board and the Supervisory Board of the Parent Company
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The Parent Company’s Management Board is responsible for the preparation of the consolidated financial statements in the ESEF format in accordance with the technical requirements regarding the specification of a single electronic reporting format which are set out in the ESEF Regulation. This responsibility includes the selection and application of appropriate markups in iXBRL using taxonomy specified in the ESEF Regulation. The responsibility of the Management Board of the Parent Company also includes designing, implementing and maintaining internal controls relevant for the preparation of the consolidated financial statements in the ESEF format which are free from material non-compliance with the requirements of the ESEF Regulation and their marking-up in compliance with these requirements .
Members of the Parent Company’s Supervisory Board are responsible for overseeing the financial reporting process, which also includes the preparation of the consolidated financial statements in accordance with the format that is compliant with legal requirements.
Our responsibility
Our objective was to express an opinion, based on the conducted reasonable assurance engagement, whether the consolidated financial statements prepared in the ESEF format were marked up, in all material respects, with the requirements of the ESEF Regulation.
We conducted our engagement in accordance with the National Standard on Assurance Engagements other than Audit and Review 3001PL “Audit of financial statements prepared in the single electronic reporting format” (“KSUA 3001PL”) and where relevant with the National Standard on Assurance Engagements 3000 (R) in the wording of the International Standard on Assurance Services 3000 (Revised) - ‘Assurance Engagements other than Audits and Reviews of Historical Financial Information’ (“KSUA 3000(R)”).
These standards require that we plan and perform procedures to obtain reasonable assurance whether the consolidated financial statements in the ESEF format were marked up, in all material respects, in compliance with the specified criteria.
Reasonable assurance is a high level of assurance, but it does not guarantee that the engagement performed in accordance with KSUA 3001PL and, where relevant, in accordance with KSUA 3000 (R) will always detect the material misstatement (significant non-compliance with the requirements).
The selection of the procedures depends on the auditor's judgement, including the auditor's assessment of the risk of material misstatements, whether due to fraud or error. In performing the assessments of this risk, the auditor shall consider the internal control related to the preparation of the consolidated financial statements in the ESEF format in order to plan appropriate procedures to provide the auditor with sufficient evidence appropriate to the circumstances. The assessment of the functioning of the internal control system was not carried out in order to express an opinion on the effectiveness of its operation.
Quality management and ethical requirements
We apply the National Standard on Quality Control 1 in the wording of the International Standard on Quality Management (PL) 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” as issued by the International Auditing and Assurance Standards Board and adopted by the resolution of the Council of the Polish Agency for Audit Oversight (“NSQC 1”). In accordance with the requirements of NSQC 1, we operate a system of quality management including documented policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
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When performing the engagement, we have complied with the independence and other ethical requirements in the Code of ethics. The Code of ethics is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. We also complied with other independence and ethical requirements that apply to this assurance engagement in Poland.
Summary of the work performed
Our planned and performed procedures were aimed at obtaining reasonable assurance whether the consolidated financial statements in the ESEF format were marked-up, in all material respects, in compliance with the applicable requirements. Our procedures included in particular:
obtaining an understanding of the process of preparation of the consolidated financial statements in the ESEF format, including the process of selection and application by the Group of the XBRL tags and ensuring the compliance with the ESEF Regulation, including understanding the mechanism of the internal control system related to this process;
reconciliation, on a selected sample, of the marked-up information contained in the consolidated financial statements in the ESEF format to the audited consolidated financial statements;
evaluating of compliance with the technical standards regarding the specification of a single electronic reporting format, including the use of XHTML, using a specialised IT tool and with the support of an IT expert assessment;
evaluating the completeness of marking up the consolidated financial statements in the ESEF format using the iXBRL tags;
evaluating the appropriateness of the use of XBRL tags selected from the taxonomy defined in the ESEF Regulation and whether the extension markups were used appropriately where no suitable element in taxonomy defined in the ESEF Regulation has been identified;
evaluating the appropriateness of anchoring of the extension elements to the ESEF taxonomy from the ESEF regulation;
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, based on the procedures performed, the consolidated financial statements in the ESEF format were marked-up, in all material respects, in compliance with the requirements of the ESEF Regulation.
Statement on the provision of non-audit services
To the best of our knowledge and belief, we declare that the non-audit services prohibited under Article 5(1) of the EU regulation and Article 136 of the Act on Statutory Auditors were not provided and the non- audit services that we provided to the Parent Company and its controlled entities within the European Union are in accordance with the applicable laws and regulations in Poland.
The non-audit services which we have provided to the Parent Company and its controlled entities within the European Union during the period from the beginning of the audited period to the date of issuing this report are disclosed in the Report on the Group’s note 25 to the consolidated financial statements.
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Appointoment
We have been appointed to audit the annual consolidated financial statements of the Group by the Resolution of the Supervisory Board of the Parent Company of June 12 2024. The consolidated financial statements of the Group were audited by us for the first time.
The Key Statutory Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of audit firms with the number 144., is Agnieszka Accordi.
Original report is signed in Polish language
Agnieszka Accordi
Key Statutory Auditor
No. in the registry 11665
Warsaw, 24 April 2025