REPORT ON THE ACTIVITIES
OF
MOSTOSTAL WARSZAWA S.A.
FOR 2023
2
Report on the activities of Mostostal Warszawa S.A. for 2023
TABLE OF CONTENTS
SELECTED FINANCIAL DATA 1
I. MARKET POSITION OF THE COMPANY 2
II. OTHER INFORMATION 6
III. STATEMENT ON THE IMPLEMENTATION OF CORPORATE GOVERNANCE BY MOSTOSTAL WARSZAWA S.A. 9
IV. INFORMATION ON MATERIAL PROCEEDINGS PENDING BEFORE A COURT, AN AUTHORITY COMPETENT TO
CONDUCT ARBITRATION PROCEEDINGS OR AN ADMINISTRATIVE AUTHORITY 16
V. STATEMENT BY THE MANAGEMENT BOARD 22
VI. INFORMATION ON THE SELECTION OF THE AUDITING FIRM AUDITING THE NON-CONSOLIDATED FINANCIAL
STATEMENTS OF MOSTOSTAL WARSZAWA S.A. FOR THE FINANCIAL YEAR 2023 BASED ON THE SUPERVISORY
BOARD'S STATEMENT ON SELECTION 22
VII. REPORT ON NON-FINANCIAL INFORMATION 22
1
SELECTED FINANCIAL DATA
Sales revenue
PLN 1 368 949 thousand
Gross profit on sales
PLN 75 353 thousand
Order book
PLN 3 073 140 thousand
Cash
PLN 259 110 thousand
Net profit
PLN 23 066 thousand
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Report on the activities of Mostostal Warszawa S.A. for 2023
I. MARKET POSITION OF THE COMPANY
Mostostal Warszawa S.A. is one of the largest construction companies in Poland. As a general contractor, the company
carries out investments in all key sectors of the country's construction market. Over 75 years of the company's presence
on the Polish market has resulted in the implementation of all kinds of facilities in the field of construction: general,
industrial, energy, infrastructure and road and ecological construction. Over the years of activity, the company has
gained extensive experience in creating steel structures and technological installations for the petrochemical and
chemical industries. In its operations, the company combines a long tradition of Polish engineering thought with the use
of state-of-the-art technologies
The objective of the Management Board of Mostostal Warszawa S.A. (hereinafter "Mostostal Warszawa S.A.", "the
Company") is to maintain a strong position among the largest construction companies in the country. Its achievement will
be the result of actions taken by the Company aimed at:
leadership of the Group aimed at developing the activities of the network of representative offices throughout
Poland,
development of activities in the field of sustainable construction, leading to increased profitability and creating
added value for shareholders,
effective construction risk management,
developing partnerships with contractors,
development of activities in the general, industrial, energy, infrastructure construction market and environmental
construction,
maintaining the accident rate at zero.
Mostostal Warszawa S.A.'s order book at the end of December 2023 was PLN 3.1 billion. It is filled with contracts from the
general construction, industrial, energy and infrastructure sectors.
1. Geographical structure of sales
In 2023 the Company operated in the domestic market.
2. Business segments and main contracts
The structure of revenue from the sale of products and services by business segment is as follows:
Specification
2023
2022
%
2022=100
thousand
PLN
%
Sales revenue:
100
103%
1 326 619
100
Industry and energy
14
81%
233 207
18
Infrastructure
58
130%
607 141
46
General construction
28
81%
482 108
36
Unallocated revenue
0
83%
4 163
0
Sales on the largest contracts, carried out by segment, amounted to:
Industry and energy:
construction work carried out on the GP block for Synthos - PLN 105,134 thousand,
construction for Tauron Katowice - PLN 63,546 thousand.
Infrastructure:
construction of S19 Rzeszów Południe - Babica expressway - PLN 244,931 thousand
construction of the S7 Płońsk-Czosnów road - PLN 163,380 thousand,
General construction:
construction of a residential building on Myśliwska Street in Kraków - PLN 81,578 thousand,
construction of a complex of residential buildings in Łódź - PLN 54,287 thousand.
In the reporting period, the largest customers for the Company's services were the General Directorate for National Roads
and Motorways with a 56 % share of sales. The other customers did not exceed the ten per cent share in sales of Mostostal
Warszawa S.A.
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Report on the activities of Mostostal Warszawa S.A. for 2023
3. Significant events for the Company's operations in 2023
The following events of significance to Mostostal Warszawa S.A. took place during the reporting period:
17 April 2023. The Company received a set of relevant documents for the Loan Agreements with Acciona Construcción
S.A. ("Acciona" the parent company of the Company - 62.13% in the total number of votes at the General Meeting):
- Annex XX to the Loan Agreement of 27 May 2013 with Acciona. Pursuant to the Annex, Acciona extends to the Company
the repayment date of the loan in the amount of EUR 13.49 million plus interest until 31 January 2024. The loan may also
be repaid within a shorter period.
- Annex X to the loan agreement of 5 December 2012 with Acciona. Pursuant to the Annex, Acciona extends the repayment
date of the loan in the amount of EUR 14.71 million plus interest to 15 July 2024. The loan may also be repaid in a shorter
period.
On 25 April 2023, the Company received a statement from Tauron saying that:
1. Tauron received on 25 April 2023 from the guarantors who, on behalf of the SPV, issued performance bonds for the
Contract in the amount of PLN 240,000,000.00 (two hundred and forty million zlotys and 00/100) referred to in the
Settlement Agreement;
2. thus, the last of the conditions for the Settlement to come into effect as referred to in current report 7/2023 of 31 March
2023 has been fulfilled.
Accordingly, all conditions precedent to the entry into force of the Settlement have been fulfilled, taking into account the
amendments to the Settlement made by the Addendum to the Settlement, as reported by the Company in current report
11/2023 dated 25 April 2023, and consequently the Settlement has entered into force.
Mostostal was a passive member of the Consortium, and thus did not perform any work, services or supplies under the
Contract. The entry into force of the Settlement Agreement and the payment to Tauron of the amount indicated above
under the Settlement Agreement relieves the Company of all liability, including warranty liability, and with respect to any
obligation to make any settlement.
On 23 June 2023 Mostostal Warszawa entered into a contract with the company Poznańskie Inwestycje Miejskie for the
construction of a school in Poznań Strzeszyn. Contract value: PLN 81.47 million gross.
On 28 September 2023 Mostostal Warszawa entered into a contract with Poznań University of Technology for the
construction of the University's new rectorate. Contract value: PLN 95.35 million gross. Completion date: up to 36 months
from the date of signing the Contract.
On 1 December 2023 the Company entered into an Agreement with a State Treasury organisational unit for the
construction of a volume building. The estimated value of the agreement is PLN 84 million net. Completion date: up to 27
months from the date of signing the agreement.
4. Events after the balance sheet date
On 15 January 2024, the Company learned that the Court of Appeal in Gdańsk had issued a judgment dismissing the
appeal filed by Energa Kogeneracja Sp. z o.o. ("Respondent") concerning the judgement of the Regional Court in Gdańsk,
9th Commercial Division, dated 09.05.2022, adjudging from the Respondent to the Company the amount of PLN 26,274
thousand for payment for construction works, together with statutory interest from the date of filing the suit until the date of
payment, which as at 15 January 2024 amounts to PLN 12.758 thousand as well as litigation costs in connection with the
contract entitled: 'Construction of a 20 MWe biomass-fired Power Unit at ENERGA Kogeneracja Sp. z o.o.'. As the appeal
was dismissed, Energa Kogeneracja Sp. z o.o. realised the judgment and transferred the awarded amounts to Mostostal
Warszawa S.A.
On 25 January 2024, the Company repaid the EUR 13.49 million loan granted by Acciona Construcción S.A. on 27 May
2013.
On 27 March 2024, the Company entered into an Agreement with Vastint Poland Sp. z o.o, with its registered office in
Warsaw, for the execution of the contract entitled Construction of Portowo Poznań residential buildings. The value of the
Agreement: EUR 48.85 million net. Completion date: until 30.09.2026.
On 12 April 2024 the Company received a set of relevant documents related to the Loan Agreement with Acciona
Construcción S.A. Pursuant to the Annex, Acciona extends to the Company the repayment date of the loan in the
amount of EUR 14.71 million (equivalent to PLN 62.74 million) plus interest until 15 July 2025. The loan may also be
repaid over a shorter period.
5. Information on organisational and capital links
Mostostal Warszawa S.A. holds shares in companies that are part of the Capital Group. The list of companies is presented
in the notes to the separate financial statements in Note 17. Mostostal Warszawa S.A. is part of the Acciona Construcción
S.A. capital group with its registered office in Madrid. As at 31.12.2023. Acciona Construcción S.A. owns 62.13 % of the
shares in Mostostal Warszawa S.A.
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Report on the activities of Mostostal Warszawa S.A. for 2023
6. Information on transactions with related parties
Transactions with related parties in 2023 were concluded on an arm's length basis. Details of receivables, payables and
sales and purchases are presented in the additional information and notes to the separate financial statements for 2023
in note 33.
7. Information on borrowing and termination of loan agreements in 2023.
List of loans received as at 31.12.2023:
Entity
Date of contract
Amount of loan
Currency
Repayment
period
Acciona Construcción S.A.
05.12.2012
64 594
PLN
**15.07.2024
Acciona Construcción S.A.
27.05.2013
58 881
PLN
*31.01.2024
Total
123 475
PLN
*the principal of the loan was repaid on 25.01.2024, the interest on this loan was repaid on 02.02.2024.
**on 12 April 2024, the loan repayment deadline was extended to 15 July 15 2025.
List of loans received transferred to reserve capital:
Entity
Date of contract
Amount of loan
in thousand
PLN
Currency
Acciona Construcción S.A.
30.03.2012
109 380
PLN
Acciona Construcción S.A.
18.07.2012
66 428
PLN
Acciona Construcción S.A.
11.07.2013
26 007
PLN
Total
201 815
PLN
Loan agreements signed by the Company:
Bank
Type of credit
Amount of
loan in
thousand
PLN
Amount of use at
31.12.2022.
Due date
Interest rate
Societe Generale S.A.
Branch in Poland
In current
account
10 000
0
31.07.2024
WIBOR 1M + bank
margin
No loan agreement was terminated in 2023.
8. Loans granted in 2023
The Company did not grant any loans during the reporting period except for the loan described below.
On 10 March 2023, the Company entered into a short-term loan agreement with Mostostal Acciona S19 Tunnel civil
partnership. The maximum value of the loan specified in the agreement is PLN 14 million, with a repayment date of 10 June
2023. The loan was repaid within the timeframe stipulated in the agreement. Mostostal Warszawa's share in the civil
partnership Mostostal Acciona S19 Tunel is 50 %.
9. Information on sureties and guarantees given and received
In the reporting period, Mostostal Warszawa S.A. received guarantees and sureties in the amount of PLN 56,864 thousand
and provided guarantees (in the form of bank or insurance guarantees received) to external entities in the amount of PLN
137,265 thousand as at 31.12.2023. In the reporting period, the Company received bills of exchange from subsidiaries with
a total value of PLN 843 thousand.
10 Issues of securities
No securities were issued during the period covered by the report.
11. Explanation of differences between the financial results disclosed in the annual report and previously
published forecasts
The Company has not published profit forecasts for 2023.
On 17 April 2024, the estimated results for 2023 were provided, which did not differ from the data presented in the
financial statements for 2023.
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Report on the activities of Mostostal Warszawa S.A. for 2023
12. Assessment of financial resources management
The Company remains liquid in 2023 as at 31.12.2023. The Company had cash and cash equivalents of PLN 259,110
thousand. Compared to the end of 2022, cash increased by PLN 84,095 thousand. The Company placed surplus cash in
short-term deposits with banks. During the reporting period, the Company used overdrafts and short-term loans. The total
balance of loans and borrowings as at the balance-sheet date amounted to PLN 123,475 thousand.
In the Management Board's opinion, the management of financial resources was appropriate to the situation faced by the
Company. The Board monitors the Company's liquidity on an ongoing basis based on planned cash flows. Taking into
account the previous involvement of a related party providing loans and the execution of a number of contracts, in the
Management Board's opinion, there is no significant risk threatening Mostostal Warszawa S.A.'s liquidity. The Management
Board is of the opinion that the Company has the capacity to meet its obligations.
13. Assessment of the feasibility of investment intentions
At present, the Company is able to finance its investment intentions from its own resources and through leasing.
14. Assessment of factors and unusual events affecting the result of operations for the reporting period
In 2023, there were no unusual factors or events that affected the financial results and sales figures.
15. Characteristics of external and internal factors significant for the development of the Company and description
of development perspectives
External factors relevant to the Company's future development will be:
the inflow of EU funds for the development of Poland's infrastructure,
competition in the construction services market,
improving relations between contracting authorities and general contractors,
the financial sector's approach to the construction industry,
changes in the prices of subcontractors and materials,
the consequences of the armed conflict caused by Russia within Ukraine.
Internal factors relevant to the Company's development are:
a portfolio of contracts providing revenues in 2024 at a level similar to 2023,
efficient management and experienced staff,
acquisition of viable projects,
maintaining a stable liquidity position.
16 Changes to the Company's fundamental management principles
There were no changes to the Company's basic management principles during the reporting period.
17. Aagreements entered into between the Company and management personnel providing for compensation
in the event of their resignation or dismissal from their position without good reason
In the event of termination of the employment contract, members of the Management Board are entitled to severance
payments of no more than 6 months' salary.
18. Information on the remuneration of the Management Board and Supervisory Board
The remuneration of the members of the Management Board amounted to (in thousands of PLN):
Name
2023
2022
Jorge Calabuig Ferre
1 392
1 246
Jacek Szymanek
1 338
1 267
Carlos Resino Ruiz
752
759
Miguel Angel Heras Llorente
0
0
Total
3 482
3 272
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Report on the activities of Mostostal Warszawa S.A. for 2023
The remuneration of the Supervisory Board of Mostostal Warszawa S.A. amounted to (in thousands of PLN):
Name
2023
2022
Neil Balfour
120
106
Ernest Podgórski
162
143
Javier Lapartora Turpin
160
141
Antonio Muñoz Garrido
0
0
José David Márquez Arcos
0
0
Javier Serrada Quiza
0
0
Total
442
390
The members of the Supervisory Board of Mostostal Warszawa S.A. did not receive remuneration in 2023 and 2022
in subsidiary companies. Jacek Szymanek - Member of the Management Board of the Company, in connection with his
function as President of the Management Board of Mostostal Płock, received remuneration on this account in 2023 in the
amount of PLN 48 thousand (in 2022 - PLN 53 thousand). The other Members of the Management Board did not receive
remuneration in subsidiaries.
19. The balance of shares in Mostostal Warszawa S.A. held by Members of the Management Board and
Supervisory Board as at 31.12.2023
The members of the Management Board and Supervisory Board did not hold any shares in Mostostal Warszawa S.A. as
at the balance sheet date.
20. Information on agreements known to the Company which may result in future changes in the proportions of
shares held by existing shareholders
At the date of the report, the Board of Directors is not aware of any agreements that may result in changes in the proportions
of shares held by existing shareholders.
21. Employee share schemes
There are no employee share schemes in the Company.
22. Information on the agreement with the auditor
On 30 June 2023, The Company and KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. entered into the
agreement for the review of interim financial statements and the audit of financial statements and group reports as well
as the implementation of the procedures agreed with respect to group reports.
The net remuneration for the work relating to 2023 is PLN 732 thousand.
The net remuneration for the work relating to 2022 is PLN 583 thousand.
In addition, the Company is obliged to cover the expenses related to the above-mentioned activities up to the amount of
10% of contract value.
On 30 June 2023, Mostostal Acciona S19 Tunel s.c. and KPMG Audyt Spółka z ograniczoną odpowiedzialnością
sp.k. entered into the agreement for the audit of financial statements.
The net remuneration for the work relating to 2023 is PLN 60 thousand.
The net remuneration for the work relating to 2022 is PLN 80 thousand.
On 07.03.2024, the Company entered into an agreement with KPMG Audyt Spółka z ograniczoną odpowiedzialnością
sp. k. for the provision of an attestation service concerning the 2023 Management Board and Supervisory Board
remuneration report.
The net remuneration for the work relating to 2023 is PLN 29 thousand.
The net remuneration for the work relating to 2022 is PLN 27 thousand.
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Report on the activities of Mostostal Warszawa S.A. for 2023
II. OTHER INFORMATION
1. Selected financial data
SELECTED FINANCIAL DATA
in thousand of PLN
in thousand of EUR
01.01.2023 -
31.12.2023
01.01.2022 -
31.12.2022
01.01.2023 -
31.12.2023
01.01.2022 -
31.12.2022
Sales revenue
1,368,949
1,326,619
302,303
282,964
Gross profit / (loss) from sales
75,353
87,618
16,640
18,689
Operating profit / (loss)
25,250
29,214
5,576
6,231
Gross profit / (loss)
30,187
27,392
6,666
5,843
Net profit / (loss) from continuing operations
23,066
21,953
5,094
4,683
Net profit / (loss)
23,066
21,953
5,094
4,683
Net cash from operating activities
175,346
25,463
38,721
5,431
Net cash from investing activities
-65,891
-24,519
-14,551
-5,230
Net cash from financing activities
-25,360
-21,403
-5,600
-4,565
Cash and cash equivalents at the end of the period
259,110
175,015
59,593
37,317
Net profit / (loss)
23,066
21,953
5,094
4,683
Weighted average number of ordinary shares
20,000,000
20,000,000
20,000,000
20,000,000
Net profit / (loss) per ordinary share in PLN
1.15
1.10
0.25
0.23
SELECTED FINANCIAL DATA
in thousand of PLN
in thousand of EUR
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Total assets
1 056 884
894 144
243 074
190 653
Long-term liabilities
199 619
169 684
45 911
36 181
Current liabilities
784 939
675 200
180 529
143 969
Total liabilities
984 558
844 884
226 439
180 150
Total equity
72 326
49 260
16 634
10 503
Core capital
44 801
44 801
10 304
9 553
Number of shares in pcs.
20 000 000
20 000 000
20 000 000
20 000 000
The following rules have been adopted to calculate the selected financial data for 2023 in euros:
- items of the separate profit and loss account and cash flow statement for 2023 were translated at an exchange rate of
PLN 4.5284/EUR, being the arithmetic mean of the exchange rates announced by the National Bank of Poland on the last
days of January, February, March, April, May, June, July, August, September, October, November and December 2023;
- individual asset and liability items of the separate statement of financial position were translated at the average NBP
exchange rate of 4.3480 PLN/EUR of 29.12.2023.
2. Discussion of basic economic figures
In the reporting period, the Company generated gross profit on sales of PLN 75,353 thousand (in 2022, gross profit
amounted to PLN 87,618 thousand). The value of sales revenue reached PLN 1,368,949 thousand and increased by 3%
compared to the previous year. The decrease in sales profitability is the result of an increase in the prices of subcontractors'
services and materials, which was not fully compensated by the indexation of the value of implemented contracts.
A loss of PLN 1,954 thousand was recorded on other operating activities, mainly due to:
- income from the write-off of overdue liabilities in the amount of PLN 5,113 thousand;
- created provisions for litigation in the amount of PLN 3,158 thousand.
The Company recorded a profit on financing activities in the amount of PLN 4,937 thousand, which is mainly due to
dividends paid to the Company by subsidiaries in the amount of PLN 2,279 thousand, foreign exchange gains in the amount
of PLN 12.528 thousand and gain on financial instruments in the amount of PLN 2,441 thousand, as well as interest
expense on loans in the amount of PLN 5,084 thousand, interest expense on factoring in the amount of PLN 4,180
thousand, interest expense on leases in the amount of PLN 2,680 thousand and discount expense on long-term deposits
in the amount of PLN 473 thousand.
The Company ended the year with a net profit of PLN 23,066 thousand (2022 net profit of PLN 21,953 thousand).
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Report on the activities of Mostostal Warszawa S.A. for 2023
The balance sheet total as at 31.12.2023 amounted to PLN 1,056,884 and was 18 % higher than at the end of 2022. There
was a significant increase in the value of cash (by PLN 84,095), with an increase in advances received for construction
contracts and an increase in trade and other payables (by PLN 91,647).
In the reporting period, the Company achieved positive cash flows from operating activities in the amount of PLN 175,346
thousand (in the previous year, positive cash flows from operating activities amounted to PLN 24,502 thousand), which
were partly offset by negative cash flows from investing activities in the amount of PLN 65,891 thousand (purchase of fixed
assets for construction contracts) and negative cash flows from financing activities in the amount of PLN 25,360 thousand
(repayment of lease liabilities).
3. Description of significant risk factors and risks.
Key risks and threats to the Company include:
a) the risk of changes in the price of construction materials and subcontractor services,
b) exchange rate risk, which affects the valuation of loan commitments,
c) strong competition in the construction and installation market,
d) protracted procedures for the awarding of public tenders due to numerous protests by the participating entities,
e) a slowdown in investment processes,
f) the consequences of the armed conflict caused by Russia within Ukraine.
A detailed description of the individual financial risks and their hedging methods can be found in Note 36 to the separate
financial statements for the period 01.01.2023 - 31.12.2023.
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Report on the activities of Mostostal Warszawa S.A. for 2023
III. STATEMENT ON THE IMPLEMENTATION OF CORPORATE GOVERNANCE BY
MOSTOSTAL WARSZAWA S.A.
1. Information on the set of policies applied by the Company
Throughout 2023, the "Best Practices for Companies Listed on the WSE 2021" applied ("DPSN 2021"). The rules of the
DPSN 2021 are available on the website of the Warsaw Stock Exchange S.A. ("WSE") (https://www.gpw.pl/dobre-
praktyki).
2. Information on the set of rules not applied by the Company
The following summary presents the policies that the Company did not apply in 2023.
No.
DPSN Principle 2021
The Company's rationale for deviating from the principle
Section 1: Information policy and communication with investors
1.1
The Company conducts efficient
communication with capital market
participants, reliably informing them of
matters concerning it. To this end, the
company makes use of various tools and
forms of communication, including
primarily the corporate website, where it
posts all information relevant to investors.
The company communicates with investors in line with the expectations
indicated by stakeholders. The website is adapted to the signalled needs and
requests received from the market. Due to the insignificant interest from the
market, meetings with investors are held according to the reported needs and
direct requests from investors. Thus, the Company does not produce dedicated
result presentations and numerical summaries in an editable format. As needs
and new expectations from investors arise, the Company intends to expand the
range of information and materials made available.
1.3.1
Environmental issues, including climate
change metrics and risks and sustainability
issues;
The Company is working on an ESG policy which will be agreed and adopted by
the relevant authorities.
1.3.2
Social and labour matters, concerning,
inter alia, measures taken and planned to
ensure gender equality, sound working
conditions, respect for workers' rights,
dialogue with local communities, customer
relations.
The Company is working on a policy covering social and labour issues, which
will be agreed and adopted by the relevant authorities. As soon as the Company
adopts the policy, the key elements of ESG will be incorporated into Mostostal
Warszawa S.A.'s strategy. Currently, the Company applies the principles of the
adopted Code of Conduct of Mostostal Warszawa S.A. and Mostostal Warszawa
Group.
Mostostal Warszawa S.A. Policy Book.
1.4.1
Explain how climate change issues are
taken into account in the decision-making
processes of the company and its group
entities, indicating the resulting risks;
The Company is working on ESG policy assumptions that will be included in its
strategy. The assumptions of the strategy once the ESG topics have been taken
into account will be made public on the Company's website.
1.4.2
Present the value of the equal pay ratio
paid to its employees, calculated as a
percentage of the difference between the
average monthly salary
(including bonuses, prizes and other
allowances) of women and men for the
most recent year, and provide information
on the actions taken to eliminate any
inequalities in this respect, together with a
presentation of the risks involved and the
time horizon over which equality is
planned to be achieved.
The Company is working on ESG policy assumptions that will be included in its
strategy. The assumptions of the strategy once the ESG topics have been taken
into account will be made public on the Company's website.
1.6
In the case of a company included in the
WIG20, mWIG40 or sWIG80 index,
the Company organises a meeting for
investors once a quarter and in the
case of other companies at least once a
year, inviting in particular shareholders,
analysts, industry experts
and media representatives. During the
meeting, the Company's management
presents and comments on the adopted
strategy and its implementation, the
financial results of the company and its
The Company communicates with investors in accordance with the relevant
rules adopted for public companies and the expectations indicated by
stakeholders, organising individual meetings with investors according to their
needs. As a general rule, meetings with investors are attended by members of
the Management Board who are in a position to answer questions directed by
investors.
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Report on the activities of Mostostal Warszawa S.A. for 2023
group, as well as the most important events
affecting the company's and its group's
activities, the results achieved and future
prospects. During the meetings held, the
company's management publicly provides
answers and explanations to the questions
asked.
Section 2: Management Board and Supervisory Board
2.1
The Company should have a diversity
policy for the management board and the
supervisory board, adopted by the
supervisory board or the general meeting
respectively. The diversity policy shall
define the objectives and criteria for
diversity in areas such as gender, field of
study, specialist knowledge, age and
professional experience, among others,
and indicate when and how the
achievement of these objectives will be
monitored. With regard to gender
diversity, a condition for ensuring the
diversity of the company's bodies is that
the proportion of minorities in the
respective body is no less than 30%.
The Company will soon begin work on developing a diversity policy, which will
ultimately be subject to agreement with its bodies. The structure of the
Company's Management Board and Supervisory Board does not meet the
criteria of this principle as of today.
2.2
Those deciding on the election of the
members of the Company's management
or supervisory board should ensure the
comprehensiveness of these bodies by
selecting diversity in their composition,
allowing, inter alia, for the achievement of
a target minimum minority participation
rate set at not less than 30%, in line with
the objectives set out in the adopted
diversity policy referred to in principle 2.1.
The Company is about to start working on the development of a diversity policy
that will facilitate the comprehensiveness of the bodies by selecting people to
ensure diversity in their composition. At present, the structure of the Company's
Management and Supervisory Boards ensures that they function efficiently and
effectively, even though they do not meet the criteria of the diversity principle as
of today. At present, the key criteria for the selection of candidates for the
Management Board and Supervisory Board are the criteria of professional
experience and education. The diversity factors were not taken into account due
to the fact that the applications submitted for certain positions on the Company's
bodies did not allow for their application. The Company will take steps in the near
term to bring the Company into line with the diversity policy. When the diversity
policy is drawn up, the Company will request the Supervisory Board and the
General Meeting to adopt appropriate resolutions regarding the adoption and
application of the diversity principles.
2.11.3
An assessment of the Company's
situation on a consolidated basis,
including an evaluation of the internal
control systems, risk management,
compliance and the internal audit
function, together with information on the
steps the board has taken to make this
assessment; this assessment shall cover
all relevant controls, including in
particular reporting and operational
controls;
The Supervisory Board makes its assessment on the basis of the information
provided by the Company. Nevertheless, the information provided to the
Supervisory Board does not include detailed information on the data and
information on the internal control systems until modifications have been made
in this area.
2.11.6
Information on the extent to which the
diversity policy has been implemented
with respect to the management board
and the supervisory board, including the
achievement of the objectives referred to
in principle 2.1.
The Company will shortly commence work on a diversity policy, which will be
subject to agreement with its bodies prior to adoption. Once the diversity policy
has been adopted, the Board will report accordingly in its report.
Section 3: Internal systems and functions
3.5
Those responsible for risk management
and compliance report directly to the
chairman or another member of the board.
The persons responsible for risk management report to a member of the board
of directors, while the person responsible for compliance management
(compliance) does not structurally report to the president or a member of the
board of directors, but reports directly to the vice-president for part of his tasks.
3.7
Principles 3.4 - 3.6 also apply in the case
of the company's group entities that are
material to the company's business, if they
have designated persons to perform these
tasks.
In Group companies, due to their size, the systems and functions referred to in
principle 3.1 are carried out by different organisational units and their
subordination does not always correspond to principles 3.4 to 3.6.
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Report on the activities of Mostostal Warszawa S.A. for 2023
3. Main features of internal control and risk management systems
The Company, in fulfilment of its obligation to ensure an adequate, effective and efficient system of internal control of
compliance with the law, internal regulations and taking into account supervisory recommendations, has separated the
position of Compliance Manager in the organisational structure and assigned to him/her tasks implementing the objectives
of the internal control system, while ensuring structurally independent operation.
4. Major shareholders
Shareholders holding directly or indirectly significant stakes of shares, with an indication of the number of shares held by
these entities, their percentage share in the share capital, the number of votes arising therefrom and their percentage
share in the total number of votes at the general meeting (consistent with our knowledge of the ownership structure of the
company's shares):
As at 31 December 2023 (information based on notifications provided to the Company by shareholders)
Shareholder
Number of
shares
Number of
votes
Share in the
share capital
Share in the total
number of votes at the
General Meeting
Acciona Construcción S.A.
12 426 388
12 426 388
62,13%
62,13%
PZU "Złota Jesień" Open Pension Fund
3 827 053
3.827.053
19,14%
19,14%
5. Holders of securities conferring special rights
The Company has not issued shares conferring special control rights on their holders.
6. Restrictions on the exercise of voting rights attached to shares
There are no restrictions on the exercise of voting rights in the Company.
7. Restrictions on transfer of securities
The Company has no restrictions on the transfer of ownership of Mostostal Warszawa S.A.'s securities.
8. Rules applicable to managers
The members of the Management Board are appointed and dismissed by the Supervisory Board of the Company.
The Management Board manages the assets and affairs of the Company and performs its duties with the utmost care, in
strict compliance with the Company's Articles of Association, the Company's internal regulations and within the scope of
applicable law. In deciding on the Company's affairs, the Members of the Management Board shall act within the limits of
reasonable economic risk after considering all information, analyses, opinions which, in the reasonable opinion of the
Management Board, should be taken into account in a given case in the interest of the Company. The Management Board
also represents the Company in the Company's judicial and extrajudicial legal actions. Meetings of the Management Board
shall be held as required, at least once a month. Meetings shall be convened by the President or a member of the
Management Board authorised by the President. It is also permissible for the Management Board to adopt resolutions
outside the meeting by written ballot (circulation procedure). The issue of bonds, convertible bonds or bonds with pre-
emptive rights to shares, pursuant to § 19 para. 12 of the Company's Articles of Association falls within the competence of
the General Meeting.
9. Rules for amending the statutes
Pursuant to § 19 para. 10 of the Company's Articles of Association, an amendment to the Articles of Association is within
the competence of the General Meeting of the Company, which adopts an appropriate resolution in this respect by a
majority of three-fourths of the votes cast. An amendment to the Articles of Association requires an entry in the register, to
be submitted to the National Court Register by the Company's Management Board.
10. Rules for the general meeting
In accordance with the Company's Articles of Association, as well as the Commercial Companies Code, the General
Meeting is held within six months after the end of each financial year. Meetings of the General Meeting are convened by
the Management Board of the Company through an announcement made at least twenty-six days prior to the date of the
General Meeting on the Company's website and in the manner prescribed for the provision of current information in
accordance with the provisions of the Law on Public Offering and Conditions for Introducing Financial Instruments to
Organised Trading and on Public Companies, and in accordance with the provisions of the Regulation of the Minister of
Finance on current and periodic information provided by issuers of securities and the conditions for recognising as
equivalent the information required by the laws of a non-member state. Materials for the General Meeting are prepared by
the Company's Management Board within the timeframe set by the Commercial Companies Code and are submitted to
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Report on the activities of Mostostal Warszawa S.A. for 2023
the shareholders at the Company's registered office. In addition to the shareholders or their proxies, members of the
Supervisory Board, the Management Board, the Statutory Auditor and other persons invited to attend the General Meeting,
in particular the Company's employees as references for individual items on the agenda, may participate in the General
Meeting.
The Company publishes all material relating to General Meetings on its corporate website: www.mostostal.waw.pl.
The fundamental powers of the General Meeting, in addition to the matters listed in the legislation, are:
Consideration and approval of the Company's management report and financial statements for the past financial
year,
Adoption of a resolution on profit distribution or loss coverage,
Consideration and approval of the report on the activities of the Supervisory Board,
To discharge the members of the Company's Supervisory Board and Management Board for the performance of
their duties,
Consideration and approval of the Company's group management report and financial statements,
Determination of the dividend date and dividend payment date,
Disposal and lease of an undertaking or an organised part thereof and the creation of a limited right in rem thereon,
Amendment of the Company's Articles of Association,
Increase or decrease of the Company's share capital,
Issue of bonds, convertible bonds or bonds with pre-emptive rights to acquire shares,
Passing resolutions on the redemption of the Company's shares,
To determine the terms and conditions for the acquisition, cancellation and disposal of the Company's own shares,
Adopt resolutions on the merger, demerger or liquidation of the Company,
Creation and abolition of special funds,
Appointment and removal of members of the Supervisory Board,
Approval of the Remuneration Policy for the Management Board and Supervisory Board and adoption of the
Report on the Implementation of the Remuneration Policy for the Management Board and Supervisory Board for
the past financial year.
Determination of remuneration rules for members of the Supervisory Board,
Deciding on claims for compensation for damage caused in the exercise of management or supervision.
In addition, pursuant to Article 90g(6) of the Act on Public Offering and the Conditions for Introducing Financial Instruments
to Organised Trading and on Public Companies, the General Meeting adopts a resolution every year giving an opinion on
the Supervisory Board's remuneration report on the implementation of the Remuneration Policy for the Management Board
and the Supervisory Board (Remuneration Policy). The resolution is of an advisory nature.
The basic rights of the Company's shareholders are:
The right to attend the general meeting,
Voting rights,
The right to information,
The right to challenge resolutions of the general meeting,
The right to bring an action against the Company's officers or other persons who have caused damage to the
Company.
The rights set out in points. 4 and 5 were not exercised by the Company's shareholders in the last financial year.
11. Composition and changes in the Company's bodies
Management
Throughout 2023 the Company's Management Board worked in the following composition:
Miguel Angel Heras Llorente
President of the Management Board
Jorge Calabuig Ferre
Vice-President of the Management Board
Jacek Szymanek
Member of the Management Board
Carlos Enrique Resino Ruiz
Member of the Management Board
On 11 April 2022, due to the expiry of the eighth term of the Management Board, the Supervisory Board of the Company
appointed the Management Board for the ninth term. The composition of the Management Board for the ninth term did not
change in 2023. The appointments for the ninth term took effect on 23 May 2022 with the approval of the Company's and
the Group's financial statements for 2021 by the Annual General Meeting.
The principles of the Management Board are described in section 8.
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Report on the activities of Mostostal Warszawa S.A. for 2023
Supervisory Board
Throughout 2023 the Supervisory Board worked in the following composition:
Antonio Muñoz Garrido
Chairman of the Supervisory Board
Javier Lapuente Sastre
Vice-Chairman of the Supervisory Board
Neil Roxburgh Balfour
Member of the Supervisory Board
Javier Serrada Quiza
Member of the Supervisory Board
Javier Lapastora Turpín
Member of the Supervisory Board
Ernest Podgórski
Member of the Supervisory Board
Two members of the Supervisory Board of the 10th term met the independence criteria set out in the Act of 11 May 2017
on statutory auditors, audit firms and public supervision.
In the case of one member of the Supervisory Board of the 10th term of office, there were no real and significant links with
a shareholder holding at least 5% of the total number of votes in the Company.
The members of the Supervisory Board shall exercise their duties and rights in person. The Supervisory Board performs
its activities collectively, but may delegate members to perform individual supervisory activities. The Supervisory Board
shall meet once every quarter in a financial year. Resolutions of the Supervisory Board are adopted if all members of the
Board have been invited. It is permissible for the Board to adopt resolutions by correspondence.
The primary responsibilities of the Supervisory Board include:
adopting resolutions on the execution of a legal act by the Company if required by law or the Articles of
Association,
appointing and dismissing members of the Board of Directors, unless the Articles of Association provide
otherwise,
to determine the terms and conditions of contracts governing the employment or other legal relationship between
the members of the Management Board and the Company, unless the Company's Articles of Association provide
otherwise,
representing the Company in contracts concluded between the Company and a member of its Management
Board, unless the General Meeting appoints by resolution a proxy to conclude or enter into such contracts,
to determine the amount and procedure for the payment of bonuses to the members of the company's
Management Board in accordance with the applicable Remuneration Policy for the Management Board and
Supervisory Board (Remuneration Policy): The General Meeting of 22 July 2020 authorised the Board to detail
the elements of the Remuneration Policy set out in Article 90d(3)(1), (4)(1) of the Public Offering Act,
evaluation of the reports of the Management Board on the Company's activities and evaluation of the Company's
financial statements,
assessing the management board's proposals for the distribution of profit or coverage of loss,
the appointment of an auditor for the Company at the request of the Company's Board of Directors,
assessment of the management reports and evaluation of the financial statements of the Company's group,
submitting an annual written report to the general meeting on the results of the evaluation of the reports and
proposals of the board of directors,
preparing and submitting an annual remuneration report to the General Meeting providing a comprehensive
overview of the remuneration received by or due to individual members of the Management Board and
Supervisory Board in the last financial year, in accordance with the Remuneration Policy,
review the Remuneration Policy periodically, but at least every four years, and make possible proposals for
changes to the Board of Directors,
representing the Company in a dispute between a member of the Management Board and the Company, unless
the General Meeting appoints a proxy by resolution,
suspend, for valid reasons, individual or all members of the Company's Management Board,
delegating members of the Supervisory Board to temporarily perform the duties of members of the Management
Board,
authorising the advance payment of dividends,
consent to the acquisition, disposal or encumbrance of the Company's real estate or an interest in real estate,
examining applications and giving consent to the incorporation of commercial companies, the joining of the
Company to other companies, and the acquisition of shares in other companies,
consent to the conclusion of material transactions, understood as transactions concluded by the Company with a
related entity, the value of which exceeds the limit set out in the Act on Public Offering, Conditions Governing the
Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005,
to approve donations made by the Company, the value of which exceeds 1/100th of the share capital on an annual
basis,
adopting the rules of procedure of the Supervisory Board,
consenting to a member of the Management Board engaging in competitive business.
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Report on the activities of Mostostal Warszawa S.A. for 2023
The Supervisory Board has the right to request reports and explanations from the Management Board and employees of
the Company, to inspect the assets, to inspect the books and documents.
Audit Committee
Throughout 2023, the Audit Committee ("KA") of the Supervisory Board operated as follows:
Javier Lapastora Turpín
President
Ernest Podgórski
Member
Javier Lapuente Sastre
Member
The primary responsibilities of the Audit Committee include, in particular:
Supporting the Supervisory Board in the performance of its statutory monitoring and supervisory duties, in
particular with regard to:
the proper implementation and control of financial reporting processes in the Company and its group,
the effectiveness of the Company's internal controls,
the proper functioning of systems for identifying and managing risks,
ensure the independence of internal and external auditors,
monitoring the Company's relationships with related parties,
monitoring:
the financial reporting process,
the effectiveness of internal control and risk management systems and internal audit, including on financial
reporting,
the performance of auditing activities, in particular the conduct of the audit by the audit firm;
developing a policy for the selection of the audit firm to carry out the audit,
determining the procedure for the selection of the audit firm by the Company,
developing a policy for the provision of permitted non-audit services by the audit firm carrying out the audit, or by
affiliates of that audit firm and by a member of the audit firm's network,
making recommendations to the Supervisory Board on the appointment of statutory auditors or audit firms
(referred to in Article 16(2) of Regulation No. 537/2014),
assessing the auditor's independence and authorising the auditor to provide authorised non-audit services to the
Company,
controlling and monitoring the independence of the auditor and the audit firm, in particular where services other
than the audit are provided to the Company by the audit firm,
informing the Supervisory Board of the results of the audit and explaining how the audit contributed to the integrity
of the Company's financial reporting and what role the Audit Committee played in the audit process,
making recommendations to ensure the integrity of the Company's financial reporting process.
In this respect, the Audit Committee carries out the following activities belonging to the key elements of the internal control
system:
to assess the Company's current financial position and prospects for the years ahead by analysing its financial
statements, economic indicators and the size of its order book,
holding regular meetings with the Company's independent auditor in order to obtain direct information on the
correctness and fairness of the accounts and on developments noted during the audit which could have a
significant impact on the audited financial statements.
All members of the Audit Committee have knowledge and skills in accounting or auditing:
Javier Lapastora Turpín - has a degree in economics, with many years of professional experience in both management
(including real estate companies) and auditing. He is a chartered accountant registered with the Spanish Register of
Chartered Accountants since 1995 (Registro Oficial de Auditores de Cuentas). In addition, Mr Javier Lapastora Turpín
is a member of the Advisory Committee to the Comisión Nacional del Mercado de Valores (National Securities Market
Commission - CNMV) and a member of the Instituto de Censores Jurados de Cuentas de España (Institute of Chartered
Accountants of Spain - ICJCE).
Ernest Podgórski - is a graduate of the Faculty of Economics and the Faculty of Management at the University of
Gdańsk, where he obtained the title of Doctor of Management Sciences. In addition, he is President of the Management
Board of Zespół Biegłych Rewidentów Saldo-Kredyt sp. z o.o.. On a day-to-day basis, he is in charge of audits of
financial statements of enterprises and audits of projects co-financed by the European Union. He is a member of the
National Council of Statutory Auditors and a member of the Accounting Standards Committee of the Minister of Finance
appointed by the National Council of Statutory Auditors. He is an employee of the Sopot School of Higher Education.
He lectures on accounting and auditing at universities and numerous training institutions. He also conducts mandatory
training for statutory auditors in the scope of the CRSF, IAS/IFRS and ISAs.
Javier Lapuente Sastre holds a Bachelor's degree in Economics with a specialisation in: Finance and Economics at
the Complutense University of Madrid. He participated in the IESE Business School, Executive Development
Programme. Since September 2020 - Chief Financial Officer at Acciona Construcción. Previously, he was CFO at
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Report on the activities of Mostostal Warszawa S.A. for 2023
Acciona Services an entity responsible for airport services, waste collection and disposal, urban cleaning and gardening
work, mobility services, facilities management. From 2017 to 2018, he was Chief Financial Officer at Acciona
Trasmediterranea, an entity operating in the ferry transport industry (pax & cargo). From 2008 to 2017, he was Director
of Planning and Management at ACCIONA ENERGÍA. From 2002 to 2008, he was Head of Control and Budgeting,
Acciona Eólica CESA - Alabe Sociedad de Cogeneración, Madrid. Prior to that, he was a partner at TENNISPOOL S.L.
- SPORT BUILDING S.L. , Madrid entity responsible for the construction of sports facilities. And was - Finance and
Administration Manager, ACCIONA AIRPORT SERVICES, Madrid.
Throughout 2023, two members of the Audit Committee had knowledge of the industry in which the issuer operates. They
were Mr Javier Lapastora Turpín and Mr Javier Lapuente Sastre - the professional experience and background described
above.
Five meetings of the Audit Committee were held in 2023.
Principles for selecting an audit firm
The main principles of the policy for the selection of the audit firm to conduct the audit and the policy for the provision of
permitted non-audit services by the audit firm, by affiliates of the audit firm and by a member of the audit firm's network:
1. The purpose of the "Policy and Procedure of Mostostal Warszawa S.A. regarding the selection of the audit firm and the
provision of additional services by the audit firm, an entity affiliated with the audit firm or a member of its network" is to
set out the procedure and rules with regard to the performance of the following audit activities:
review of the Company's interim separate financial statements and consolidated financial statements,
the audit of the Company's annual separate financial statements and consolidated financial statements,
other statutory attestation services reserved for experts.
2. In addition, the policy defines the following principles:
the audit firm is selected by the Supervisory Board, acting on the recommendation of the Audit Committee,
it is prohibited to introduce any contractual clause that would mandate the Supervisory Board to select an
audit firm of a certain category or a list of auditors,
each time the audit firm is selected by resolution of the Supervisory Board.
Information about the auditor of the financial statements
In 2023 the Supervisory Board decided to conclude a contract with KPMG Audyt Spółka z ograniczoną odpowiedzialnością
sp. k. for 2023 and 2024 based on the prior recommendation of the Audit Committee made on the basis of a selection
procedure organised by the Company that meets the applicable criteria.
KPMG Audyt Sp. z o.o. sp. k. provided Mostostal Warszawa S.A. with another service that was not an audit of financial
statements. In accordance with the Regulations of the Audit Committee of the Supervisory Board of Mostostal Warszawa
S.A., the Audit Committee gave its prior consent to the provision of an attestation service concerning the Report of the
Supervisory Board on the Implementation of the Remuneration Policy of the Management Board and the Supervisory
Board of Mostostal Warszawa S.A. for the year 2023. Apart from the above service, KPMG Audyt Sp. z o.o. sp. k. did not
provide any other services to the Company.
12. Description of the diversity policy
Mostostal Warszawa S.A. promotes gender diversity, as well as the professional and personal development of all
employees, ensuring equal opportunities through its operating strategy.
It does not accept any kind of discrimination in the professional field on the grounds of age, race, gender, religion,
political opinion, nationality, sexual orientation, social origin or disability.
It sees to it that the International Labour Organisation's regulations are complied with, especially with regard to
minors, and does not allow child labour in any form.
Mostostal Warszawa S.A. supports and works actively to implement policies aimed at promoting equal
opportunities in the workplace.
Recruitment and promotion of employees is based on their skills and performance, as well as on the merit criteria
set out in the job requirements, in line with the principle of diversity.
Mostostal Warszawa S.A. promotes promotion and internal mobility as a way of retaining talent in the organisation,
while aiming to provide its employees with stable jobs, development and motivation.
All employees should actively participate in the training offered by Mostostal Warszawa S.A. and engage in their
own development, committing to update their knowledge and skills necessary for their professional improvement
and to deliver value to customers, shareholders and the general public.
Those in leadership positions should support the professional development of their subordinates.
Notwithstanding the above, Mostostal Warszawa S.A. provides working conditions that prevent sexual harassment and
gender discrimination. Furthermore, Mostostal Warszawa S.A. promotes respect for genuine equality of opportunity
between women and men and prevents any manifestation of direct or indirect discrimination.
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Report on the activities of Mostostal Warszawa S.A. for 2023
With reference to the Ordinance of the Minister of Finance of 29 March 2018 on current and periodic information provided
by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member
state (Journal of Laws 2018 item 757- par. 70, section 6, item 5, letter m), the Management Board of Mostostal Warszawa
S.A. ("the Company") informs that the key personnel decisions with regard to the Company's authorities are made by the
General Meeting of the Company and the Supervisory Board. The Company, as a criterion for the selection of members
of particular authorities and its key managers, is guided by the qualifications of the person who is a candidate for particular
functions. In the Company's opinion, due to the nature of the Company's business, the selection of the Company's
authorities and its key managers based on the above criterion allows the Company to pursue its strategy. Information on
the data of persons serving on the Company's authorities is published in relevant current reports informing of the selection
of the authorities and on the Company's website.
IV. INFORMATION ON MATERIAL PROCEEDINGS PENDING BEFORE A COURT, AN
AUTHORITY COMPETENT TO CONDUCT ARBITRATION PROCEEDINGS OR AN
ADMINISTRATIVE AUTHORITY
The company is involved in proceedings concerning receivables with a total litigation value of PLN 752,728 thousand and
proceedings concerning liabilities with a total value of PLN 614,967 thousand.
Proceedings with the highest value of litigation (Mostostal Warszawa S.A. as defendant)
a) Lublin Oncology Centre (Claimant)
Date of the lawsuit: 10.09.2015
Value of dispute: PLN 27,072 thousand
The Claimant is suing for payment of contractual penalty on account of the Claimant's withdrawal from the agreement,
a claim for reduction of remuneration, a claim for additional and security works performed by the investor. At the same
time, Mostostal Warszawa S.A. brought a counterclaim and is pursuing claims from the ordering party in the amount of
PLN 32,461 thousand concerning remuneration for additional works performed and reimbursement of contractual penalties
unduly charged and deducted. An expert opinion was drawn up in the case, according to which the Claimant had no
grounds for withdrawing from the contract and thus charging Mostostal Warszawa with the contractual penalty. The opinion
also confirmed the legitimacy of Mostostal Warszawa's claims in the amount of PLN 26,200 thousand. The Company also
disputes the remaining claims in their entirety. A supplementary opinion confirming the position of Mostostal Warszawa
S.A. was provided to the parties. Another supplementary opinion answering the questions of the parties was received.
The hearing was adjourned.
b) Energa Kogeneracja Sp. z o.o. (Claimant)
Date of the lawsuit: 24.07.2017
Value of the dispute: PLN 114,386 thousand.
The Claimant is pursuing monetary claims against Mostostal Warszawa S.A. in relation to the construction of the BB20
biomass unit in Elbląg. The Claimant's demands are based on claims that the BB20 biomass unit in Elbląg, constructed by
Mostostal Warszawa S.A. and commissioned in July 2014, has defects, does not achieve the guaranteed parameters and
requires modernisation. Having analysed the lawsuit, the Company is of the opinion that both Energa's claim for contractual
penalties in connection with the failure to achieve the guaranteed technical parameters of the Unit and the claim for a
reduction of the contractual remuneration are unfounded. Therefore, MW filed a counterclaim on 20.01.2018 for the amount
of PLN 26,274 thousand due to the Client's deduction of the unpaid remuneration. We are awaiting the selection of an
expert witness and, in the meantime, the parties are attempting to negotiate a settlement. The court proceedings have
been suspended due to pending criminal proceedings concerning the infliction of material damage of significant size
through the abuse of power and failure to comply with duties in connection with the investment. In 2023, Mostostal
Warszawa S.A. created a provision for this claim in the amount of PLN 8,038 thousand
c) Agencja Rozwoju Miasta S.A. (City Development Agency) (Claimant)
Date of lawsuit: 22.07.2016
Value of dispute: PLN 20,822 thousand
The Claimant is demanding payment of contractual penalties from Mostostal Warszawa S.A. for delays in the performance
of construction works of the Czyżyny Sports and Entertainment Hall in Kraków - currently TAURON Arena Kraków. Having
analysed the statement of claim, the Company disputes in its entirety, both in principle and in amount, the claims raised
by the Plaintiff and takes the position that there were no grounds for imposing contractual penalties. The Company has
also filed a counterclaim against the Claimant for claims for additional works and outstanding remuneration related to the
construction of the Czyżyny Sports and Entertainment Hall in Krakow in the amount of PLN 16,439 thousand confirmed in
an expert opinion prepared by WACETOB for the purpose of mediation. Mediation was unsuccessful and the case will
continue in civil proceedings.
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Report on the activities of Mostostal Warszawa S.A. for 2023
d) Biomatec Sp. z o.o. (Claimant)
Date of lawsuit: 26.05.2014
Value of dispute: PLN 22,876 thousand
The Claimant is claiming payment from Mostostal Warszawa S.A. for the remuneration for the subcontracted works
performed as part of the investment Construction of a 20 MWe Biomass-fired Power Unit at Energa Kogeneracja Sp. z o.o.
The Company disputes the validity of the Claimant's claims in their entirety. An expert opinion and two supplementary
expert opinions were prepared in the case. In a judgment dated 31.07.2020, the court dismissed the claim in its entirety.
Biomatec filed an appeal. In a judgment of 21.10.2021 the Court of Appeal overturned the judgment and remitted the case
for reconsideration. We filed new evidence and a position paper in the case and the Court appointed an expert.
On 21.02.2023. Mostostal received an expert opinion which confirmed that the Claimant was so far behind schedule that
it would not have been able to complete the works on time. The expert also established that Mostostal was to blame for
part of the delay. The parties raised objections to the expert's opinion. On 01.09.2023, the Court served the parties with a
supplementary opinion with an obligation to respond. On 25 March 2024, the court issued a judgment dismissing the case
brought by Biomatec.
e) CESTAR Andrzej Cebula and Jerzy Starski Spółka jawna w restrukturyzacji (Claimant)
Date of the lawsuit: 16.11.2016 and 20.03.2017,
Total value of disputes: PLN 14,667 thousand
The Claimant is claiming remuneration from Mostostal Warszawa S.A. for works under the investment project "Canalisation
of the Area of the Landscape Park Puszcza Zielonka and the Surrounding Area" Contract IX - Catchment Area of the
Sewage Treatment Plant in Szlachcin - Task 6 - Municipality of Murowana Goślina, issued in connection with PŚP No. 23
and PŚP No. 24. Mostostal Warszawa S.A. filed for dismissal of the claim. On 06.09.2019. The court issued an order to
take evidence from a research institute. SIDiR (Society of Engineers and Experts) submitted its opinion on 17.08.2020.
The Opinion is unfavourable to Mostostal Warszawa, but on 8.02.2021 the court granted MW's request to supplement the
Opinion, taking into account the objections raised by MW. Another expert opinion will be prepared in the case.
f) Wagner Biro Austria Stage Systems GmbH (Claimant)
Date of lawsuit: 09.10.2014
Value of dispute: PLN 10,810 thousand.
The Claimant is claiming payment from Mostostal Warszawa S.A for deliveries and works carried out by the Claimant within
the framework of the investment consisting in the construction of the National Forum of Music in Wrocław, as well as
payment of a contractual penalty and reimbursement of storage costs. The Company disputes the validity of the claim.
An expert opinion has been prepared, acknowledging the legitimacy of the claim in the amount of PLN 4.4 million. Mostostal
disputes the opinion in this respect and has requested a supplementary opinion. Mostostal Warszawa S.A. in previous
years created a provision for this claim in the amount of PLN 4,554 thousand.
g) Zakład Unieszkodliwiania Odpadów Sp. z o.o. with its registered office in Szczecin ("ZUO") (counterclaim)
Date of the lawsuit: 24.01.2019
Value of the dispute: PLN 211,839 thousand
As part of the proceedings at the suit of Mostostal Warszawa S.A., the Respondent filed a counterclaim for the amount of
PLN 211,839 thousand. The statement of claim was delivered to Mostostal Warszawa on 24 January 2019.
The counterclaim is currently under review. We have challenged the ZUO's claim in its entirety, as it is based on the
erroneous assumption that it was the ZUO and not Mostostal Warszawa that effectively withdrew from the contract.
A response to the claim was filed on 25.02.2019. Evidentiary proceedings are ongoing in the case and an expert has been
selected. The expert has drawn up an opinion to which Mostostal Warszawa S.A. has raised objections. The court has
admitted further supplementary opinions. The court is considering admitting evidence of another expert opinion.
h) Municipality of Wroclaw (Applicant)
Date of action: 05.03.2021.
Value of complaint: PLN 15,941 thousand
On 23.12.2020, the arbitration court awarded the amount of PLN 29,036 thousand from the Municipality of Wrocław to
Mostostal Warszawa S.A., together with interest from 20.01.2013. On 21.01.2021 the Municipality of Wrocław paid to the
Company the amount of PLN 43,501 thousand. On 5.03.2021 the Municipality of Wrocław filed a complaint for revocation
of the arbitration court's verdict in the amount of PLN 15,941 thousand. The court recognised the complaint in part and set
aside the judgment as regards the amount of PLN 3,141 thousand. The parties filed cassation appeals against the Court's
judgment.
i) Państwowe Gospodarstwo Wodne Wody Polskie (Polish Water Management Authority) (Claimant)
Date of lawsuit: 21.03.2022.
Value of the dispute: PLN 38,280 thousand
On 21 March 2022, Mostostal Warszawa S.A. received a payment order in a writ of payment procedure for the amount of
PLN 38,280 thousand issued in favour of the State Water Management Company Wody Polskie. The amount of the order
results from the issuance of a note for contractual penalties related to the performance of the contract by Mostostal
Warszawa entitled 'Revitalisation of the Elbląg Canal' with a gross value of PLN 61,000 thousand, implemented in 2013 -
2015, and concerns an alleged delay in the removal of defects. Mostostal Warszawa S.A. is of the opinion that the reported
defect was not a defect in the subject of the contract and the Company was therefore not obliged to repair (revitalise) such
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Report on the activities of Mostostal Warszawa S.A. for 2023
a defect. On 04.04.2022. The Company filed an objection to the order for payment by writ of payment. In the opinion of the
Company's Management Board, the claim is unfounded.
j) Miejskie Przedsiębiorstwo Wodociągów i Kanalizacji w m.st. Warszawie Spółka Akcyjna (Claimant)
Date of the lawsuit: 30.12.2022
Value of the dispute: PLN 83,356 thousand.
On 24 March 2023, the Company received a lawsuit for payment filed by Miejskie Przedsiębiorstwo Wodociągów i
Kanalizacji w m.st. Warszawie Spółka Akcyjna ("Claimant", "MPWiK"). The claim covered by the lawsuit was directed
against three entities including the Company, jointly forming an executive consortium (the "Consortium") under a contract
for the implementation of the task: "Modernisation of Technology at the Central Waterworks - Indirect Ozonation and
Filtration on Activated Carbon" concluded on 7 August 2007. ("the Contract"). The Claimant seeks joint and several
payment of damages from each of the three entities forming the Consortium in the amount of PLN 83,356 thousand with
statutory interest calculated from 4 January 2023 on account of improper performance of the Contract, manifested by the
occurrence of corrosion in the pipelines transporting drinking water in the Central Water Supply Plant at the "Filtry" Water
Treatment Station. According to the Company's legal assessment, the claim covered by the statement of claim is
completely unfounded, as MPWiK was responsible for the selection of materials from which the pipeline was made.
Moreover, the scope involving the construction of the pipeline was the responsibility of another consortium partner. The
Company disputes in its entirety and considers the claim submitted by the Claimant to be unfounded. Following the filing
of the statement of defence, the Court will first consider the plea in bar. The Court, at a closed session on 7 February 2024,
rejected MPWiK's claim due to the arbitration plea raised..
k) Municipality of Wrocław (Claimant)
Date of the lawsuit: 29.12.2023
Value of the dispute: PLN 7,207 thousand
The Claimant is claiming from Mostostal Warszawa S.A. and Acciona Construccion S.A. the amount of PLN 7,207 thousand
as reimbursement of remuneration for materials and equipment, which the Claimant paid in execution of the award of the
Court of Arbitration at the National Chamber of Commerce in the case ref. SA 258/12. The Municipality of Wrocław, in
December 2024, partially withdrew from the agreement (concerning the National Forum of Music investment) claiming that
the Respondents had not released the equipment and materials to it despite the summons. On 15.02.2023, the Claimants
filed a response to the statement of claim, requesting that the claim be dismissed in its entirety. The Respondents raised
a number of allegations, inter alia, that on 5.10.2012, the Respondents withdrew from the Agreement for reasons
attributable to the Municipality of Wrocław and called upon the Municipality of Wrocław to account for and collect the
equipment and materials. The Municipality of Wrocław deliberately and knowingly failed to collect the materials and
equipment, doing so at its own risk.
Proceedings with the highest value of litigation (Mostostal Warszawa S.A. as plaintiff):
a) State Treasury General Director for National Roads and Motorways (Respondent)
Date of action 3.06.2012.
Value of dispute: PLN 36,961 thousand
Proceedings brought by Mostostal Warszawa S.A. and other consortium members against the Respondent for shaping the
contract "Design and construction of the A-2 Stryków-Konotopa motorway, section from km 394 + 500 to km 411 + 465.8".
The plaintiffs are demanding an increase in the remuneration payable under the contract by the amount of PLN 36,961
thousand, including PLN 18,850 thousand in favour of Mostostal Warszawa S.A., due to the extraordinary increase in the
prices of liquid fuels and asphalts, and payment of the aforementioned amount. The proceedings were originally conducted
before the District Court in Warsaw, which dismissed the claim in its entirety. As a result of the plaintiffs' appeal, in a
judgment of 16.03.2017. The Court of Appeal in Warsaw revoked the judgment of the Regional Court and referred the case
back to it for re-examination. A court expert opinion was drawn up in the case, followed by a new opinion from an institute
to determine the fuel intensity of the works.
b) State Treasury - General Director of National Roads and Motorways (Respondent)
Date of action 09.09.2013.
Value of the dispute PLN 61,857 thousand
Proceedings brought by Mostostal Warszawa S.A. and Acciona against the Respondent for compensation for damage
suffered, reimbursement of unduly accrued contractual penalties and payment of outstanding remuneration by the
Respondent in connection with the performance of the Agreement for the construction of a bridge over the Oder River with
access flyovers on the section from km 18+174 to 19+960 within the Wrocław A8 Motorway Bypass. The proceedings are
pending before the Regional Court in Warsaw. An expert opinion (Poznan University of Technology) has been drawn up
in the case, which is favourable to Mostostal. Part of the amount claimed in court is presented by the Company in assets
from the performance of construction contracts.
c) State Treasury Ministry of Defence (Respondent)
Date of action 23.06.2010.
Value of the dispute PLN 19,093 thousand
Claims of the consortium Mostostal Warszawa S.A. - Unitek Ltd for additional remuneration and reimbursement of costs
incurred in connection with the performance of the agreement concerning the implementation of the projects of Investment
Package CP 2A0022, on the basis of which the consortium acted as a substitute investor. During the execution of the
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Report on the activities of Mostostal Warszawa S.A. for 2023
contract, for reasons beyond the control of the plaintiffs, there were changes in the scope and shape of the investment,
resulting in additional costs. On 10.10.2016 the court awarded the plaintiffs the amount of PLN 7,142 thousand with interest
from 3.08.2010. It dismissed the claim to the remaining extent. The plaintiffs appealed against the above judgment. On 8
November 2018 the Court of Appeal in Warsaw amended the judgment of the Court of First Instance in such a way that it
dismissed the claim as to the amount of PLN 6,085 thousand. As a consequence of the judgment, the judgment of the
Court of First Instance became final as regards the amount of PLN 1,057 thousand together with due interest.
On 15.02.2019 Mostostal Warszawa S.A. filed a cassation appeal against the judgment of the Court of Appeal.
On 8.11.2019 the Supreme Court accepted the complaint for examination. In a judgment of 30.03.2021 the Supreme Court
overturned the judgment of the Court of Appeal in its entirety and referred the case back to the Court of Appeal.
On 26.05.2022 the Court of Appeal amended the judgment and dismissed the claim in its entirety. Mostostal Warszawa
S.A. filed a cassation appeal against this judgment. The Company wrote off the assets related to this case in 2022.
d) State Treasury General Director for National Roads and Motorways (Respondent)
Date of action 30.05.2012.
Value of the dispute PLN 194,196 thousand
Mostostal Warszawa S.A., together with the consortium member, filed a statement of claim with the Regional Court in
Warsaw against the Respondent for the shaping of the legal relationship by amending the content of agreement no.
2811/3/2010 of 26.02.2010 on the performance of works consisting in the construction of the A-4 Tarnów-Rzeszów
motorway on the section from the Rzeszów Central interchange to the Rzeszów Wschód interchange, km. approx. 574+300
to approx. 581+250 by increasing the remuneration to PLN 194,196 thousand gross (after several updates), and (ii) the
claimed payment of the due remuneration deducted as a contractual penalty - to PLN 13,244 thousand. As a result of the
partial judgment of the Court of Appeal of 30.04.2021, the amount of PLN 13,244 thousand with interest in the amount of
PLN 9,822 thousand was awarded to the Company. The judgment is final and has been paid by the Respondent. With
regard to the remaining amount (i.e. PLN 194,196 thousand), proceedings in the second instance are pending. Part of the
amounts claimed in court is presented by the Company in assets from the performance of construction contracts.
e) State Treasury General Director for National Roads and Motorways – GDDKiA (Respondent)
Date of action 02.07.2013.
Value of the dispute PLN 25,537 thousand
Mostostal Warszawa S.A., together with a consortium member, filed a statement of claim with the Regional Court in
Warsaw against the Respondent for shaping the legal relationship by amending the content of contract No.
210/RK/110/2009/2010 of 1.09.2010 for the performance of works consisting in the extension of road S-7 to the parameters
of a dual carriageway on the section of Kielce bypass, Kielce (DK 73 Wiśniówka junction) - Chęciny (Chęciny junction) by
increasing the remuneration by the gross amount of PLN 25,537 thousand due to an extraordinary increase in the prices
of liquid fuels, asphalts and steel. A court expert opinion was drawn up in the case. The District Court, in a judgment of
22.12.2020, increased the remuneration of Mostostal Warszawa and Acciona by PLN 13,580 thousand. The Company
filed an appeal on 18.03.2021. The claim was dismissed in its entirety by the Court of Appeal on 18.03.2022. The Company
filed a cassation appeal. The Supreme Court overturned the judgment unfavourable to the Company and referred the case
back to the Court of Appeal in Warsaw. The Company wrote off the assets related to this case in 2022.
f) Lublin Oncology Centre (Respondent)
Date of action 03.10.2014.
Value of dispute: PLN 32,461 thousand
In a lawsuit brought against the Respondent, Mostostal Warszawa S.A., together with its consortium members, is pursuing
claims for payment in connection with the construction of the Lublin Oncology Centre. The case is pending before the
Regional Court in Lublin. The aforementioned lawsuit amount consists of claims for: (i) payment for works undisputedly
performed, (ii) interest for delays in payments during the course of the contract, (iii) reimbursement of improperly calculated
and deducted contractual penalties, (iv) other claims in which the plaintiffs seek payment for materials purchased and left
to be built, costs of maintaining guarantees and lost profits. In the present lawsuit, the Respondent filed a counterclaim in
which it demands payment from the Claimant of a total amount of PLN 27,072 thousand. Part of the amount claimed in
court is presented by the Company in the item of trade and other receivables in the group of overdue receivables for which
no revaluation allowances were created and in assets from the performance of construction contracts. On 17.02.2020,
an expert opinion (WACETOB) was prepared, according to which the Ordering Party had no grounds for terminating
the contract and at the same time confirmed the amount of Mostostal's claims in the amount of PLN 26,200 thousand.
The parties received a supplementary opinion and responded to it in writing. Another supplementary opinion responding
to the parties' questions was received.
g) Agencja Rozwoju Miasta S.A. (City Development Agency) (Respondent)
Date of action 28.04.2017.
Value of the dispute PLN 23,017 thousand
Mostostal Warszawa S.A. filed a counterclaim against the Respondent for payment of an amount for additional works
related to the construction of the "Czyżyny" entertainment and sports hall in Kraków. Based on expert opinions in its
possession, part of the amount claimed in court is presented by the Company in the item of trade and other receivables in
the group of overdue receivables for which no revaluation allowances were created and in assets from the performance of
construction contracts. Due to the failure to reach an agreement in mediation, the case continues before the court.
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Report on the activities of Mostostal Warszawa S.A. for 2023
h) Zakład Unieszkodliwiania Odpadów Sp. z o.o. (Respondent)
Date of action 10.02.2017.
Value of the dispute PLN 33,770 thousand
Dispute for payment by virtue of unjust enrichment in connection with the performance by the Respondent of a bank
performance bond granted to the Respondent at the request of Mostostal Warszawa S.A. within the framework of the
investment entitled Construction of a Thermal Waste Neutralisation Plant for the Szczecin Metropolitan Area in Szczecin.
On 29 March 2018 the Regional Court in Szczecin awarded Mostostal Warszawa S.A. the amount of PLN 33,770 thousand
plus interest. On 30 May 2018 the Respondent filed an appeal against the judgment. The Court of Appeal, in a judgment
of 4.12.2018, dismissed the Respondent's appeal in its entirety. Mostostal Warszawa initiated enforcement proceedings
against the Respondent. On 5.02.2019 the Respondent filed a cassation appeal together with a request to stay the
enforcement of the judgments. The Court of Appeal granted the Respondent's request to stay the enforcement of the
judgments until the cassation appeal was resolved by the Supreme Court. As a result of the Court of Appeal's decision,
enforcement proceedings against the Respondent were suspended. The amount claimed in court is presented by
the Company under trade and other receivables in the group of overdue receivables, for which no allowances have been
made. On 29.06.2021, the Supreme Court overturned the judgment of the Court of Appeal and remitted the case for
reconsideration. On 18.10.2022, the Court of Appeal overturned the first-instance judgment and the case returned for
reconsideration. On 22 December 2023, the Regional Court in Szczecin handed down its judgment in the case, recognising
Mostostal's claim in its entirety, i.e. awarding it the sum of PLN 33,770 thousand with statutory interest for delay.
i) State Treasury - General Director of National Roads and Motorways (GDDKiA) (Respondent)
Date of action 17.05.2017.
Value of the dispute PLN 29,063 thousand
Mostostal Warszawa S. A. together with a consortium member are demanding payment for additional costs incurred in the
performance of contract No. 122/2010 of 31.08.2010 concluded with the Respondent for the execution of works consisting
in the "Extension of the national road No. 8 to the parameters of an expressway within the section of the border of the
Mazowieckie/Łódzkie Voivodeship - Radziejowice". The proceedings are pending before the Regional Court in Warsaw.
On 11 October 2022 the parties received an expert opinion to respond to it. Part of the amount claimed in court is presented
by the Company in assets from the performance of construction contracts.
j) State Treasury - General Director of National Roads and Motorways (GDDKiA) (Respondent)
Date of action 03.07.2017.
Value of the dispute PLN 20,614 thousand
Mostostal Warszawa S.A. and a consortium member filed a statement of claim with the Regional Court in Warsaw against
the Respondent for an amount of PLN 20,614 thousand jointly and severally in favour of the Claimants, with statutory
interest for delay from the date of filing the statement of claim to the date of payment. The object of the dispute is the
reimbursement from the Respondent to the Claimant of the costs of performing works on the extension of the S-7 road on
the section of the Kielce bypass, contract No. 210/RK/110/2009/2010 of 01.09.2010 for the performance of works
consisting in the extension of the S-7 road to the parameters of a dual carriageway on the section of the Kielce bypass,
Kielce (DK 73 Wiśniówka junction) - Chęciny (Chęciny junction) in the extended time for completion. Part of the amount
claimed in court is presented by the Company in assets from the performance of construction contracts. An expert opinion
has been commissioned in the case. On 14.05.2021, we received the expert opinion in part favourable. On 16.12.2022,
the court awarded the Company PLN 1.68 million. The Company has filed an appeal.
k) Energa Kogeneracja Sp. z o.o. (Respondent)
Date of the lawsuit: 20.01.2018
Value of dispute: PLN 26,274 thousand
Mostostal Warszawa S.A. filed a claim for payment of PLN 26,274 thousand with statutory interest from the date of filing
the claim to the date of payment, together with costs. Mostostal Warszawa S.A. is claiming payment on account of
construction works performed as part of the investment: 20 MWe Power Block in Elbląg. The Respondent paid the Claimant
only part of the amount due for the works performed. The principal receivable arises from invoices which were reduced by
the deduction of contractual penalties, unjustifiably, in the opinion of Mostostal Warszawa S.A., charged. The Respondent
had no right to charge contractual penalties, as the delay occurred due to circumstances for which Mostostal Warszawa
S.A. was not responsible. The contractual penalty charged by the Respondent is grossly excessive. On 2 February 2018
the Regional Court in Gdańsk, 9th Commercial Division, issued an order for payment in proceedings by writ of payment.
On 23 February 2018 the Respondent filed an objection to the order for payment. On 10 April 2018 Mostostal Warszawa
S.A. filed a reply to the objection to the order for payment. On 05.07.2021, we received a positive expert opinion, which
confirmed that the delay was not caused by the Contractor. On 09.05.2022 the Regional Court in Gdańsk, 9th Commercial
Division, announced a judgment awarding Mostostal Warszawa S.A. the amount of PLN 26,274 thousand for payment for
construction works with statutory interest from the date of filing the suit until the date of payment, together with costs. The
defendant filed an appeal. In 2022, as a result of the positive judgment, the Company recognised an asset in its books on
this account in the amount of PLN 26,274 thousand. On 15.01.2024, the Court dismissed the defendant's appeal and thus
the judgment of the court of first instance awarding the amount of PLN 26,274 thousand with interest to Mostostal
Warszawa S.A. is final. In connection with the settlement of the dispute, on 24.01.2024 the Company received the amount
of PLN 39,297 thousand.
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Report on the activities of Mostostal Warszawa S.A. for 2023
l) Zakład Unieszkodliwiania Odpadów Sp. z o.o. (ZUO) (Respondent)
Date of action 15.01.2018.
The value of the dispute PLN 90,141 thousand.
Mostostal Warszawa S.A. filed a claim for payment of PLN 90,141 thousand with statutory interest for delay from 28
November 2016 to the date of payment. By the statement of claim in question, Mostostal Warszawa S.A. seeks payment
from the Respondent of remuneration for works, deliveries, projects and other services performed for the benefit of the
Respondent up to the date of withdrawal by Mostostal Warszawa S.A. from the contract for the construction of the Thermal
Waste Neutralisation Plant in Szczecin, i.e. up to 14 June 2016, for which Mostostal Warszawa S.A. did not receive
remuneration under the interim payment certificates issued on a monthly basis. The Respondent's response to the
statement of claim was received on 24 May 2018. On 24.01.2019. Mostostal Warszawa S.A. received a counterclaim for
the amount of PLN 211,839 thousand in the opinion of the Company, which is unfounded. The resolution of the case will
be subject to the assessment of a court expert. Evidence proceedings are underway in the case and an expert witness
has been selected. Part of the amount claimed in court is presented by the Company in the item of trade and other
receivables in the group of overdue receivables for which no allowances have been made. The expert prepared an opinion
in part favourable to the Claimant. The court admitted a supplementary opinion, which was received by the parties on 3
October 2022. The court asked additional questions of the expert. In the subsequent supplementary opinion, the expert
maintained the position of the previous opinions and did not answer the questions asked. The court is considering admitting
evidence of another expert opinion for the unanswered questions.
m) State Treasury General Director for National Roads and Motorways (GDDKiA) (Respondent)
Date of the lawsuit: 24.01.2018
Value of the dispute PLN 98,585 thousand
Mostostal Warszawa S.A. filed a statement of claim with the Consortium to the Regional Court in Warsaw against the
Respondent for payment of PLN 98,585 thousand with statutory interest from 31 December 2014 to 31 December 2015
and with statutory interest for delay from 1 January 2016 to the date of payment. In the statement of claim, Mostostal
Warszawa S.A. is pursuing claims against the Respondent arising in the course of the construction in 2010-2012 of the
Tarnów-Rzeszów Wschód section of the A-4 motorway resulting from obstacles encountered by the contractor in the
course of construction for which the Respondent is responsible (e.g. unpredictable physical conditions), as well as
additional costs related to the extension of the contract execution time. Part of the amount claimed in court is presented
by the Company in assets from the performance of construction contracts. On 28.05.2020 the Court hearing the case
decided to dismiss the Respondent's motion to dismiss the lawsuit. The Respondent has appealed this order. Evidence
proceedings are pending.
n) Energa Kogeneracja Sp. z o.o. with its registered office in Elbląg ("Energa") (Respondent)
Date of the lawsuit: 15.12.2017
Value of dispute PLN 7,753 thousand
The subject matter of the counterclaim by Mostostal Warszawa S.A. against Energa Kogeneracja Sp. z o.o. (Energa) is a
claim for payment (reimbursement) of contractual penalties that were accrued and paid by Energa from a bank guarantee
issued in connection with contract EKO/86/2011 of 25 March 2011 for the construction of a 20 MWe biomass-fired power
unit in Elbląg. The Investor (Energa) maintains that the contract was performed improperly, there were design and
workmanship errors as a result of which the unit does not reach guaranteed parameters, for which Energa was entitled to
contractual penalties. According to Mostostal, the reason for the malfunction of the Block and the failure to achieve
the guaranteed parameters is mainly due to the operation of the Block with fuel that does not meet the contractual
requirements. An expert is being selected in the case. The amount claimed in court is presented by the Company under
trade and other receivables in the group of overdue receivables for which no write-downs have been made.
o) Miejskie Przedsiębiorstwo Wodociągów i Kanalizacji m.st. Warszawa S.A. ("MPWiK") (Respondent)
Date of the lawsuit: 4.03.2019
Value of the dispute: PLN 9,438 thousand.
Suit for payment for the amount paid by MPWiK - without factual or legal basis - from the contract performance bond.
On 12.03.2019 the Court issued a payment order in favour of Mostostal Warszawa in the writ of payment procedure.
The Respondent filed an objection to the payment order. In it, he indicated that he had executed the performance bond in
connection with the corrosion of the process pipelines. On 09.08.2019 Mostostal filed a reply to the objection, in which it
indicated that, as at the date of the bank's demand for payment of the amount of the guarantee, the Defendant was not
entitled to a claim concretised, inter alia, as to amount, that was due and payable, which was part of the improper
performance or non-performance of the contract. On 17 February 2023, the Court dismissed Mostostal Warszawa S.A.'s
claim. The Company appealed against the judgment.
The amount claimed in court is presented by the Company under trade and other receivables in the group of overdue
receivables for which no write-downs have been made.
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Report on the activities of Mostostal Warszawa S.A. for 2023
V. STATEMENT BY THE MANAGEMENT BOARD
We hereby declare that, to the best of our knowledge, the annual financial statements and the comparative data have been
drawn up in compliance with the applicable accounting principles and reflect in a true, fair and clear manner Mostostal
Warszawa S.A.'s property and financial position and its financial result.
We declare that the Report gives a true picture of the development, achievements and situation of Mostostal Warszawa
S.A., including a description of the main threats and risks.
VI. INFORMATION ON THE SELECTION OF THE AUDITING FIRM AUDITING THE
NON-CONSOLIDATED FINANCIAL STATEMENTS OF MOSTOSTAL WARSZAWA S.A.
FOR THE FINANCIAL YEAR 2023 BASED ON THE SUPERVISORY BOARD’S
STATEMENT ON THE SELECTION
Acting on the basis of § 70 (1) (7) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic
information provided by issuers of securities and the conditions for recognising as equivalent the information required by
the laws of a non-member state on the basis of information received from the Supervisory Board, the Management Board
announces that:
the audit firm and the members of the audit team fulfilled the conditions for the preparation of an impartial and
independent audit report on the annual separate financial statements in accordance with applicable regulations,
professional standards and professional ethics,
the Company complies with the applicable regulations related to the rotation of the audit firm and the key auditor
and mandatory grace periods,
The Company has a policy on the selection of the audit firm and a policy on the provision of additional non-audit
services to the issuer by the audit firm, an affiliate of the audit firm or a member of its network, including services
conditionally exempted from the audit firm's prohibition.
VII. REPORT ON NON-FINANCIAL INFORMATION
Fulfilling the requirements of the Accounting Act, the Company presents a separate report of Mostostal Warszawa S.A. on
non-financial information for 2023. The report has been prepared in accordance with Article 49b of the Accounting Act of
29 September 1994 for Mostostal Warszawa S.A. and in accordance with Article 55 (2b-2c) for Mostostal Warszawa Capital
Group. The report also makes disclosures in accordance with the provisions of Regulation (EU) 2020/852 of the European
Parliament and of the Council of 18 June 2020 on establishing a framework to facilitate sustainable investment.
In accordance with Article 49b(9) of the Accounting Act, the non-financial report is available on the Company's website
www.mostostal.waw.pl.
Warsaw, 24 April 2024
Name
Position
Miguel Angel Heras Llorente
President of the Management Board
Jorge Calabuig Ferre
Vice-President of the Management
Board
Carlos Resino Ruiz
Member of the Management Board
Jacek Szymanek
Member of the Management Board
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Report on the activities of Mostostal Warszawa S.A.
for 2023
Contact:
Mostostal Warszawa S.A.
12A Konstruktorska St., 02-673 Warsaw
tel. +48 22 250 70 00, fax: +48 22 250 70 01
www.mostostal.waw.pl