Ronson Development SE
Management Board Report
on the Activity of the Company and the Group
for the financial year 2021
Ronson Development SE
General Information
Management Board
Boaz Haim, President of the Management Board
Yaron Shama, Vice-President of the Management Board, Chief Financial Officer
Andrzej Gutowski, Vice-President of the Management Board, Sales Director
Karolina Bronszewska Member of the Management Board, Marketing and Innovation Director
Supervisory Board
Amos Luzon, Chairman of the Supervisory Board
Ofer Kadouri
Alon Kadouri
Przemysław Kowalczyk
Piotr Palenik
Shmuel Rofe
Registered office
Al. Komisji Edukacji Narodowej 57,
02-797 Warsaw
Poland
Auditors
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k.
ul. Polna 11
00-633 Warsaw
Poland
Ronson Development SE
Letter from the President of the Management Board
To our shareholders
The year 2021 was an outstanding year of for Ronson Development SE (‘Ronson’ or ‘the Company’), mostly because the
Company managed to work and achieve its goals for the second year despite the crises of a global COVID-19 pandemic.
Thanks to significant land purchases over the last couple of years and securing number of land purchases during this year,
the current land bank of the Company is over 5,142 units (from them more than over 1,560 units are in future stages of
ongoing projects) which will serve the financial needs for the next coming years.
In addition to the purchased land bank of the Company, the Company signed number of preliminary purchase agreements
securing a future land bank of 189,965 m
2
usable area for approximately 3,776 units.
This will allow a potential steady growth of the company business for the next years. Nevertheless, the Company is
consistently searching and negotiating new plots for purchase and develop, mainly (but not only) in Warsaw, Wroclaw
and Poznan.
The year 2021 brought lots of challenges to the Management of Ronson, part of them are still being handled on an on-
going basis. One of the most significant challenges the Company faced was dealing with the COVID -19 pandemic and
its effect, in particularly related to administration procedures coasting delays in obtaining permits, as well as the Polish
economic situation and its effect on the real estate market.
The Company managed to overcome most of these challenges in an impressive way, the Company managed to fulfil its
yearly goals, and set up new records in the company’s history and emerged with outstanding results comparing to previews
years.
In terms of sales result, in 2021 the Company managed to achieve 877 units, resulting from its strong position and
successful projects maintained in all four cities in which it is operating. Warsaw remained the most significant city for
the Company but Wroclaw, Poznan and Szczecin were developed as well. The Company is actively pursuing to increase
its land bank in these cities as well.
Highlights for the Company results during 2021 include:
Commencement of 7 new projects/stages - commencement of 1,012 units;
Completion - Completion of over 1,122 units in 11 projects/ stages of projects;
Sales - we sold 877 units;
Delivery – we delivered 1,007 units to our clients which is a new record in RONSON’S history for the second
year in a row;
During April 2021 the Company completed the issue of Series W bonds, in the amount of PLN 100 million;
RONSON maintained its ranking position in the honourable fourth place of the National Ranking of Housing
Developers ranking;
The Company is maintaining its policy for a low Net debt to equity ratio. At the end of 2021, this percentage was only
25.8%. The Company will continue focusing on its liquidity and improvement of its financial position.
Year 2021 was conclusive evidence for the strength of the residential Polish market comparing to other real estate sectors.
The residential market holds great promise as for the demand for residential units even in time of pandemic and economic
uncertainty.
Overlooking the year 2022, the Company will retain its focus on the same cities in which it is active, with a natural
increase in the volume of products introduce to the Warsaw market with new stages of Ursus Centralny, Miasto Moje,
Nova Królikarnia and opening the new projects: Falenty, Siekierki I in Mokotow district and Studzienna in Wola district.
In Wrocław a new stage of Viva Jagodno, in Szczecin new stage of Nowe Warzymice and new project of Sobola and our
new project of Smardzewska in Poznan.
Ronson Development SE
Letter from the President of the Management Board
In addition to the above the Company decided to take steps to expand the scope of actual activities performed by the
direct and indirect subsidiaries entering to the Private Rental Sector (PRS). The Company started to take actions aiming
to achieve its long-term plans among others securing and purchasing potential plots of land dedicated for such activities.
At the publication of this financial reports the Company is secured 7 potential project with a potential to build over 1,430
units.
We believe that the Company at its current market position can benefit from excellent market conditions and enjoys the
following advantages:
a strong capital structure allowing the Company to start and finance new projects;
the ability to secure transactions not only in the ordinary course of business but also taking advantage of
opportunities the market offers;
a pipeline of projects in attractive locations;
the ability to increase and decrease the size and timing of specific projects based on perceived market demand;
a highly professional staff;
a well-known brand in Warsaw and an emerging brand in other Polish cities;
The company ability to adopt relatively fast and in efficient way to new challenging market conditions.
As we mentioned before, one of the main goals of the Company is to secure its position as a significant developer in the
residential real-estate market. We believe that the advantages mentioned above should give the Company the opportunity
to expand the scale of its operations and sales, and ultimately to rank amongst the largest residential development
companies in Poland.
I am very proud of RONSON's achievements in 2021, and even more I am proud of RONSON's employees, their
dedication and motivation for doing their job is a main factor to RONSON's success. We would like to use this opportunity
to thank each and every one on RONSON’s team, with their hard work dedication and loyalty, help the Company to
achieve its goals.
In addition, we want to thank all of our stakeholders, bondholders and banks for their continued support and confidence
in the Company’s ability to carry out its corporate vision.
Sincerely,
Boaz Haim
President of the Management Board
Ronson Development SE
Table of Contents
Table of Contents
Management Board Report on the Activity of the Company and the Group
for the financial year 2021
Page
Introduction 1
Overview of the Activity of the Company and the Group 1
Business highlights during the year ended 31 December 2021 4
A.
Results breakdown by project 4
B.
Units sold during the period 8
C.
Commencements of new projects 9
D.
Agreements significant for the business activity of the Group 10
Selected consolidated financial data 11
Overview of results 12
Overview of selected details from the Consolidated Statement of Financial Position 14
Overview of cash flow results 15
Additional data for the Company 17
Outlook for 2022 18
A.
Completed projects 18
B.
Current projects under construction and/or on sale 19
C.
Projects for which construction work is planned to be commenced during 2022 19
D.
Value of the preliminary sales agreements signed with clients for which revenue has not been recognized in
the Consolidated Statement of Comprehensive Income
20
Main risks and other factors important for the development of the Company and the Group 21
Assessment of the Group’s finance management 24
Information on loans, bonds, sureties and guarantees 26
Remuneration Policy Report 28
A.
Introduction 28
B.
Remuneration Policy 28
C.
Remuneration of the Management Board 28
D.
Remuneration of the Supervisory Board 31
Additional information to the report 32
Corporate governance statement 35
Statement of the Management Board regarding on choosing the auditor 53
Statement of the Management Board regarding financial statements and the Management Board Report 54
Ronson Development SE
Management Board Report
1
Introduction
Ronson Development SE (‘the Company’) is a European Company with its statutory seat in Warsaw, Poland. The
registered office is located at al. Komisji Edukacji Narodowej 57 in Warsaw. The Company was incorporated in the
Netherlands on 18 June 2007 as Ronson Europe N.V. with statutory seat in Rotterdam. During 2018, the Company
changed its name and was transformed into a European Company (SE) and, effectively as of 31 October 2018, transferred
its registered office of the Company from the Netherlands to Poland.
The shares of the Company are traded on the Warsaw Stock Exchange since 5 November 2007. According to publicly
available information, as at 31 December 2021:
- 66.06% of the shares are indirectly controlled by A. Luzon Group (via I.T.R. Dori B.V.) and 27.98% of the
shares are directly controlled by of A. Luzon Group. The Ultimate Parent is Mr Amos Luzon, member of the
Supervisory Board;
- 0.96% of the shares are held by the Company and therefore also indirectly controlled by A. Luzon Group;
- 5.00% of the outstanding shares are held by other investors.
The number of shares held by the investors is equal to the number of votes, as there are no privileged shares issued by the
Company. It shall be noted that as at 31 December 2021, the Company held 1,567,954 own shares (0.96%) and, in
accordance with art. 364 § 2 of the Code of Commercial Companies, it does not exercise voting rights from own shares.
For an overview of shares, voting rights and major shareholders of the Company reference is made to pages 42.
On 15 March 2022, the market price was PLN 2.46 per share giving the Company a market capitalization of
PLN 403.4 million.
Overview of the Activity of the Company and the Group
The Company (together with its subsidiaries, ‘the Group’) is active in the development and sale of residential units,
primarily apartments, in residential real-estate projects to individual customers in Poland. The Company has been
operating through its subsidiaries on the following markets in Poland: Warsaw, Wrocław, Poznań and Szczecin.
During the year ended 31 December 2021, the Group realized sales of 877 units with the total value of
PLN 425.3 million, which compares to sales of 918 units with the total value PLN 444.7 million during the year ended
31 December 2020.
During the year ended 31 December 2021, the Group completed 11 projects/ stages with total number of units 1,122 and
a total area 67,174 m
2
of which 1,091 units are already sold.
Until 31 December 2021 the Group delivered 885 units in 100% owned projects which represent a total revenue of
PLN 458.4 million. In total the Group delivered 1,007 units representing revenue in the total amount of PLN 526.0 million
(including projects that the Company’s share is 50%).
As at 31 December 2021, the Group has 785 units available for sale in 11 locations, of which 745 units are in ongoing
projects and the remaining 40 units are in completed projects. The ongoing projects comprise a total of 1.345 units, with
an aggregate floor space of 72,485 m
2
.
The Group has a pipeline of 19 projects in different stages of preparation including investments for the PRS activity,
representing approximately 5,142 units with an aggregate floor space of approximately 298,091 m
2
for future development
in Warsaw, Poznań, Wrocław and Szczecin.
In addition to the above as at 31 December 2021 the Group is in process of finalizing the purchase of 9 plots located in
Warsaw with a total projected PUM of 189,965 sq.m with an estimated 3,776 units for construction.
Ronson Development SE
Management Board Report
2
Overview of the Activity of the Company and the Group
During year ended 31 December 2021, the Company and the Group did not discontinue any of its activities. The Group
does not depend on any of its customers because the sales are dispersed amongst a large, varied and changing group of
buyers of residential and commercial units. The majority of the Group’s customers are natural persons mainly polish
residents. For information about the preliminary sales agreements that were signed during the year 2021 and 2020 with a
breakdown per city, see Business highlights during the year ended 31 December 2021 – B. Units sold during the period.
The Company's group structure and information on the Company's organizational structure
The table below presents the structure of the Company’s group and the Company’s interest in the share capital:
Entity name
Year of
incorporation
Share of ownership & voting
rights at the end of
31 December
2021
31 December
2020
a.
held directly by the Company:
1
Ronson Development Management Sp. z o.o.
1999
100%
100%
2
Ronson Development Warsaw Sp. z o.o.
2000
100%
100%
3
Ronson Development Investment Sp. z o.o.
2011
100%
100%
4
Ronson Development Metropol Sp. z o.o.
2011
100%
100%
5
Ronson Development Creations Sp. z o.o.
2005
100%
100%
6
Ronson Development Sp. z o.o.
2006
100%
100%
7
Ronson Development Construction Sp. z o.o.
2006
100%
100%
8
City 2015 Sp. z o.o.
2006
100%
100%
9
Ronson Development Village Sp. z o.o.
(1)
2007
100%
100%
10
Ronson Development Skyline Sp. z o.o.
2007
100%
100%
11
Ronson Development Universal Sp. z o.o.
(1)
2007
100%
100%
12
Ronson Development South Sp. z o.o.
2007
100%
100%
13
Ronson Development Partner 5 Sp. z o.o.
2007
100%
100%
14
Ronson Development Partner 4 Sp. z o.o.
2007
100%
100%
15
Ronson Development North Sp. z o.o.
2007
100%
100%
16
Ronson Development Providence Sp. z o.o.
2007
100%
100%
17
Ronson Development Finco Sp. z o.o.
2009
100%
100%
18
Ronson Development Partner 2 Sp. z o.o.
2009
100%
100%
19
Ronson Development Partner 3 Sp. z o.o.
2012
100%
100%
20
Ronson Development Studzienna Sp. z o.o.
2019
100%
100%
21
Ronson Development SPV1 Sp. z o.o.
(2)
2021
100%
-
22
Ronson Development SPV2 Sp. z o.o.
(2)
2021
100%
-
23
Ronson Development SPV3 Sp. z o.o.
(2)
2021
100%
-
24
Ronson Development SPV4 Sp. z o.o.
(2)
2021
100%
-
25
Ronson Development SPV5 Sp. z o.o.
(3)
2021
100%
-
26
Ronson Development SPV6 Sp. z o.o
. (3)
2021
100%
-
27
Ronson Development SPV7 Sp. z o.o.
(4)
2021
100%
-
28
Ronson Development SPV8 Sp. z o.o.
(4)
2021
100%
-
29
Ronson Development SPV9 Sp. z o.o.
(4)
2021
100%
-
30
Ronson Development SPV10 Sp. z o.o.
(7)
2021
100%
-
31
Ronson Development SPV11 Sp. z o.o.
(7)
2021
100%
-
b.
held indirectly by the Company :
32
Nova Królikarnia B.V. (Company with the registered office in the Netherlands)
(6)
2016
-
100%
33
AGRT Sp. z o.o.
2007
100%
100%
34
Ronson Development Partner 4 Sp. z o.o.
–
Panoramika Sp.k.
2007
100%
100%
35
Ronson Development Sp. z o.o.
-
Estate Sp.k.
2007
100%
100%
36
Ronson Development Sp. z o.o.
-
Home Sp.k.
2007
100%
100%
37
Ronson Development Sp. z o.o.
-
Horizon Sp.k.
2007
100%
100%
38
Ronson Development Partner 3 Sp. z o.o.
-
Sakura Sp.k.
2007
100%
100%
39
Ronson Development Partner 3 sp. z o.o.
–
Viva Jagodno sp. k.
2009
100%
100%
40
Ronson Development Sp. z o.o.
-
Apartments 2011 Sp.k.
2009
100%
100%
41
Ronson Development Sp. z o.o.
-
Idea Sp.k.
2009
100%
100%
Ronson Development SE
Management Board Report
3
Overview of the Activity of the Company and the Group
The Company's group structure and information on the Company's organizational structure
Entity name
Year of
incorporation
Share of ownership & voting
rights at the end of
31 December
2021
31 December
2020
b. held indirectly by the Company :
42
Ronson Development Partner 2 Sp. Z o.o.
–
Destiny 2011 Sp.k.
2009
100%
100%
43
Ronson Development Partner 2 Sp. Z o.o.
–
Enterprise 2011 Sp.k.
2009
100%
100%
44
Ronson Development Partner 2 Sp. Z o.o.
–
Retreat 2011 Sp.k.
2009
100%
100%
45
Ronson Development Partner 5 Sp. Z o.o
–
Vitalia Sp.k.
2009
100%
100%
46
Ronson Development Sp. Z o.o.
–
2011 Sp.k.
2009
100%
100%
47
Ronson Development Sp. Z o.o.
–
Gemini 2 Sp.k.
2009
100%
100%
48
Ronson Development Sp. Z o.o.
–
Verdis Sp.k.
2009
100%
100%
49
Ronson Espresso Sp. Z o.o.
2006
100%
100%
50
Retreat Sp. Z o.o
.(5)
2010
-
100%
51
Ronson Development Nautica 2010 Sp. Z o.o
.(5)
2010
-
100%
52
Ronson Development Sp. Z o.o.
-
Naturalis Sp.k.
2011
100%
100%
53
Ronson Development Sp. Z o.o.
-
Impressio Sp.k.
2011
100%
100%
54
Ronson Development Partner 3 Sp. Z o.o.
-
Nowe Warzymice Sp. K
2011
100%
100%
55
Ronson Development Sp. Z o.o.
-
Providence 2011 Sp.k.
2011
100%
100%
56
Ronson Development Partner 2 Sp. Z o.o.
–
Capital 2011 Sp. K.
2011
100%
100%
57
Ronson Development Partner 5 Sp. Z o.o.
-
Miasto Marina Sp.k.
2011
100%
100%
58
Ronson Development Partner 5 Sp. Z o.o.
-
City 1 Sp.k.
2012
100%
100%
59
Ronson Development Partner 2 Sp. Z o.o.
–
Miasto Moje Sp. K.
2012
100%
100%
60
Ronson Development sp. Z o.o.
–
Ursus Centralny Sp. K.
2012
100%
100%
61
Ronson Development Sp. Z o.o.
-
City 4 Sp.k.
2016
100%
100%
62
Ronson Development Partner 2 Sp. Z o.o.
–
Grunwald Sp.k.
2016
100%
100%
63
Ronson Development Sp. Z o.o. Grunwaldzka” Sp.k
.
2016
100%
100%
64
Ronson Development Sp. Z o.o.
-
Projekt 3 Sp.k.
2016
100%
100%
65
Ronson Development Sp. Z o.o.
-
Projekt 4 Sp.k.
2017
100%
100%
66
Ronson Development Sp. Z o.o.
-
Projekt 5 Sp.k.
2017
100%
100%
67
Ronson Development Sp. Z o.o.
-
Projekt 6 Sp.k.
2017
100%
100%
68
Ronson Development Sp. Z o.o.
-
Projekt 7 Sp.k.
2017
100%
100%
69
Ronson Development Sp. Z o.o.
-
Projekt 8 Sp.k.
2017
100%
100%
70
Bolzanus Limited
(Company with the
registered office in Cyprus)
2013
100%
100%
71
Park Development Properties Sp. Z o.o.
–
Town Sp.k.
2007
100%
100%
72
Tras 2016 Sp. Z o.o.
2011
100%
100%
73
Park Development Properties Sp. Z o.o.
2011
100%
100%
74
Jasminova
2016 Sp. z o.o.
2016
100%
100%
75
Town 2016 Sp. Z o.o.
2016
100%
100%
76
Enterprise 2016 Sp. Z o.o.
2016
100%
100%
77
Wrocław 2016 Sp. z o.o.
2016
100%
100%
78
Darwen Sp. z o.o.
2017
100%
100%
79
Truro Sp. z o.o.
2017
100%
100%
80
Tregaron Sp. Z o.o.
2017
100%
100%
81
Totton Sp. Z o.o.
2017
100%
100%
82
Tring Sp. Z o.o.
2017
100%
100%
83
Thame Sp. z o.o.
2017
100%
100%
84
Troon Sp. z o.o.
2017
100%
100%
85
Tywyn Sp. z o.o.
2018
100%
100%
86
Semela Sp. z o.o
. (8)
2021
100%
-
c.
other not subject to full consolidation:
87
Coralchief sp. Z o.o.
2018
50%
50%
88
Coralchief sp. z o.o.
–
Projekt 1 sp. k.
2016
n/a
n/a
89
Ronson IS sp. Z o.o.
2009
50%
50%
90
Ronson IS sp. Z o.o. sp.
K.
2012
n/a
n/a
(1) The Company has the power to govern the financial and operating policies of this entity and to obtain benefits from its activities, whereas Kancelaria Radcy
Prawnego Jarosław Zubrzycki holds the legal title to the shares of this entity.
(2) Companies created and registered in KRS in first quarter of 2021
(3) Companies created and registered in KRS in second quarter of 2021
(4) Companies created and registered in KRS in third quarter of 2021
(5) Companies merged with Ronson Development South Sp. z o.o. on 28 September 2021
(6) Company merged to Tras 2016 Sp. z o.o. on 1 October 2021
(7) Companies created and registered in KRS in fourth quarter of 2021
(8) The Company was aquired on 14 December 2021 indirectly by Ronson Development SPV7 Sp. z o.o.
Ronson Development SE
Management Board Report
4
Business highlights during the year ended 31 December 2021
A. Results breakdown by project
The following table specifies revenue, cost of sales, gross profit and gross margin during the year ended 31 December
2021 on a project by project basis:
Information on the
delivered units
Revenue
(1)
Cost of sales
(2)
Gross
profit
Gross
margin
Project
Number
of units
Area of
units (m2)
PLN
thousands
%
PLN
thousands
%
PLN
thousands
%
Ursus Centralny Ia
137
7,459
56,951
12.4%
47,106
12.8%
9,845
17.3%
Miasto Moje IV
123
6,382
46,863
10.2%
32,301
8.7%
14,562
31.1%
V
italia III
81
6,790
45,816
10.0%
37,533
10.2%
8,284
18.1%
Viva Jagodno I
120
6,178
43,887
9.6%
32,857
8.9%
11,031
25.1%
Miasto Moje III
97
5,163
34,893
7.6%
29,049
7.9%
5,844
16.7%
Nova Królikarnia 3a
29
2,937
35,691
7.8%
30,255
8.2%
5,436
15.2%
Nova Królikarnia 2c
11
2,329
27,095
5.9%
23,945
6.5%
3,149
11.6%
Nova Królikarnia 3b
23
2,270
26,435
5.8%
23,432
6.3%
3,003
11.4%
Nova Królikarnia 3c
22
2,183
26,712
5.8%
22,661
6.1%
4,051
15.2%
Ursus Centralny IIa
57
3,109
24,114
5.3%
18,245
4.9%
5,869
24.3%
N
owe Warzymice I
47
2,664
16,537
3.6%
13,507
3.7%
3,030
18.3%
Grunwald2
31
2,370
15,923
3.5%
12,088
3.3%
3,835
24.1%
City Link III
13
1,340
15,467
3.4%
9,204
2.5%
6,263
40.5%
Panoramika VI
51
2,348
15,675
3.4%
14,563
3.9%
1,112
7.1%
Panoramika V
18
1,239
8,064
1.8%
7,386
2.0%
678
8.4%
other
25
2,067
18,275
4.0%
15,166
4.1%
3,108
n.a.
Total / Average
885
56,827
458,400
100%
369,299
100%
89,100
19.4%
I
mpairment recognized
n.a.
n.a.
n.a.
1,924
(1,924)
n.a.
Results after write
-
down adjustment
885
56,827
458,400
371,223
87,176
19.0%
W
ilanów Tulip
(3)
122
7,648
67,603
52,289
15,315
22.7%
Economic results
1,007
64,475
526,003
423,512
102,491
19.5%
(1) Revenue is recognized when the performance obligations are satisfied and when the customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance
and the transfer of the key of the residential unit to the buyer and total payment obtained.
(2) Cost of sales allocated to the delivered units proportionally to the expected total value of the project.
(3) The project presented in the Consolidated Financial Statements under Investment in joint ventures; the Company’s share is 50%.
Revenue from the sale of residential units is recognized when the performance obligations are satisfied and when the
customer obtains control of the good, i.e. upon signing of the protocol of technical acceptance and the transfer of the key
to the buyer of the residential unit and total payment obtained. Revenue from sales and services of residential projects
recognized during the year ended 31 December 2021 amounted to PLN 458.4 million, whereas cost of sales before write-
down adjustment amounted to PLN 369.3 million, which resulted in a gross profit before write-down adjustment
amounting to PLN 89.1 million representing a gross margin of 19.4%. Total economical revenue, whereby results from
joint ventures are presented on a fully consolidated basis, amounted to PLN 526.0 million, with cost of sales amounting
to PLN 423.5 million, resulted in a gross profit of PLN 102.5 million and representing gross margin of 19.5%.
Ronson Development SE
Management Board Report
5
Business highlights during the year ended 31 December 2021
A. Results breakdown by project
Projects completed in 2021
The table below presents information on the projects that were completed (i.e. completing all construction works and
receiving occupancy permit) during the year ended 31 December 2021:
Project name Location
Number of
units
Area of
units (m2)
Total units sold
until 31
December 2021
Units delivered
in 2021
Units sold
not delivered
as at 31
December
2021
Vitalia III
Wrocław
81
6,790
81
81
-
Ursus Centralny Ia
Warsaw
138
7,542
138
137
1
Nova Królikarnia 3a
Warsaw
31
3,188
31
29
2
Nova Królikarnia 3b
Warsaw
23
2,270
23
23
-
Nova Królikarnia 3c
Warsaw
23
2,298
23
22
1
Nowe
Warzymice I
Szczecin
54
3,234
47
47
-
Viva Jagodno I
Wrocław
121
6,241
120
120
-
Miasto Moje IV
Warsaw
176
8,938
167
123
44
Ursus Centralny IIa
Warsaw
251
13,509
250
57
193
Panoramika VI
Szczecin
75
3,591
75
51
24
Total exclugin JV 973
57,601
955
690
265
Wilanów Tulip
(1)
Warsaw
149
9,574
136
122
14
Total including JV 1,122
67,174
1,091
812
279
(1) The project presented in the Consolidated Financial Statements under investment in joint ventures; the Company’s share is 50%.
Vitalia III
The construction of Vitalia III project was completed in March 2021. The project was developed on a land strip located
in Wrocław at Kabaczkowa Street. The Vitalia III project comprises 81 apartments with an aggregate floor space
6,790 m
2
. Until 31 December 2021 the Company sold all units. During the year ended 31 December 2021,
the Company delivered all units and recognized sale revenue of PLN 45.8 million.
Ursus Centralny Ia
The Ursus Centralny Ia project was completed in March 2021. The project was developed on a land strip located in
Warsaw, Ursus district, at Gierdziejewskiego street. The project comprises 129 apartments and 9 commercial units with
an aggregate floor space of 7,542 m
2
. Until 31 December 2021 the Company sold all units. During the year ended 31
December 2021, the Company delivered 137 units and recognized sale revenue of PLN 57.0 million.
Nova Królikarnia 3a
The construction of the Nova Królikarnia 3a was completed in April 2021. The project was developed on
a land strip located in the Mokotów district in Warsaw near Jaśminowa Street. The Nova Królikarnia 3a project comprises
31 apartments and an aggregate floor space of 3,188 m
2
. Until 31 December 2021 the Company sold all units. During the
year ended 31 December 2021 the Company delivered 29 units and recognized sale revenue of PLN 35.7 million.
Nova Królikarnia 3b
The construction of the Nova Królikarnia 3b was completed in February 2021. The project was developed on a land strip
located in the Mokotów district in Warsaw near Jaśminowa Street. The Nova Królikarnia 3b project comprises
23 apartments and an aggregate floor space of 2,270 m
2
. Until 31 December 2021 the Company sold all units. During the
year ended 31 December 2021 the Company delivered all units and recognized sale revenue of PLN 26.4 million.
Ronson Development SE
Management Board Report
6
Business highlights during the year ended 31 December 2021
A. Results breakdown by project
Nova Królikarnia 3c
The construction of the Nova Królikarnia 3c was completed in May 2021, respectively. The project was developed on
a land strip located in the Mokotów district in Warsaw near Jaśminowa Street. The Nova Królikarnia 3c project comprises
23 apartments and an aggregate floor space of 2,298 m
2
. Until 31 December 2021 the Company sold all units. During the
year ended 31 December 2021 the Company delivered 22 units and recognized sale revenue of PLN 26.7 million.
Nowe Warzymice I
The construction of Nowe Warzymice I project was completed in May 2021. The project was developed on a land strip
located in Szczecin, at Rajkowa Street. The project comprises 54 apartments with an aggregate floor space
3,234 m
2
. Until 31 December 2021 the Company sold 47 units. During the year ended 31 December 2021,
the Company delivered 47 units and recognized sale revenue of PLN 16.5 million.
Viva Jagodno I
The construction of Viva Jagodno I project was completed in July 2021. The project was developed on a land strip located
in Wrocław, at Buforowa Street. The project comprises 121 locals with an aggregate floor space 6,241 m
2
. Until
31 December 2021 the Company sold 120 units. During the year ended 31 December 2021, the Company delivered 120
units and recognized sale revenue of PLN 43.9 million.
Miasto Moje IV
The construction of Miasto Moje IV project was completed in October 2021. The project was developed on a land strip
located in Warsaw, at Marywilska Street. The project comprises 176 locals with an aggregate floor space 8,938 m
2
. Until
31 December 2021 the Company sold 167 units. During the year ended 31 December 2021, the Company delivered 123
units and recognized sale revenue of PLN 46.9 million.
Ursus Centralny IIa
The construction of Ursus Centralny IIa project was completed in November 2021. The project was developed on a land
strip located in Warsaw, at Gierdziejewskiego Street. The project comprises 243 apartments and 8 commercial units with
an aggregate floor space of 13,509 m
2
. Until 31 December 2021 the Company sold 250 units. During the year ended
31 December 2021, the Company delivered 57 units and recognized sale revenue of PLN 24.1 million.
Panoramika VI
The construction of Panoramika VI project was completed in November 2021. The project was developed on a land strip
located in Warsaw, at Dunska Street. The project comprises 75 apartments with an aggregate floor space of 3,591 m
2
.
Until 31 December 2021 the Company sold all units. During the year ended 31 December 2021, the Company delivered
51 units and recognized sale revenue of PLN 15.7 million.
Wilanów Tulip
The construction of Wilanów Tulip project was completed in September 2021. The project was developed on a land strip
located in Warsaw, at Syta Street. The project comprises 149 locals with an aggregate floor space 9,574 m
2
. The project
is presented in the Consolidated Financial Statements under investment in joint ventures. The Company’s share in the
project is 50%. Until 31 December 2021 the Company sold 136 units. During the year ended 31 December 2021, the
Company delivered 122 units and recognized sale revenue of PLN 67.6 million.
Ronson Development SE
Management Board Report
7
Business highlights during the year ended 31 December 2021
A. Results breakdown by project
Projects completed in previous years with their impact on current year results
The table below presents information on the projects that were completed in previous years and the income that was
recognised based on units delivered during the year ended 31 December 2021:
Project name Location
Completion
date
Total
Project
Units
Total
Area
of
units
(m2)
Total
units sold
until 31
December
2021
Total
units
delivered
until 31
December
2020
Units
delivered
during
2021
Recognised
income
during the
12 months
ended 31
December
2021
(PLN'000)
Units sold
not delivered
as at 31
December
2021
Units for
sale as at
31
December
2021
Left to
sale/
deliver
after 31
December
2021
City Link III Warsaw 11/2019 368 18,763 368 354 13 15,467 1 - 1
Grunwald2 Poznań 05/2020 268 14,456 268 236 31 15,923 1
-
1
Panoramika V Szczecin 07/2020 115 5,992 115 95 18 8,064 2
-
2
Nova Królikarnia 2c Warsaw 08/2020 18 3,743 18 7 11 27,095
- -
-
Miasto Moje III Warsaw 11/2020 196 10,176 195 98 97 34,893
-
1 1
Miasto Marina Wrocław 06/2019 151 6,196 151 146 5 2,132
-
- -
Others
36 2,453 28 - 20 14,713 8 8 16
Total
1,152 61,778 1,143 936 195 118,287 12 9 21
Ronson Development SE
Management Board Report
8
Business highlights during the year ended 31 December 2021
B. Units sold during the period
The table below presents information on the total number of units sold (i.e. total number of units for which the Company
signed the preliminary sale agreements with the clients), including net saleable area (in m
2
) of the units sold and net value
(exclusive of VAT) of the preliminary sales agreements (including also parking places and storages) executed by the
Company during the year ended 31 December 2021:
Project name
Location
Total Project
Saleable area (m2)
Total project
units
Units sold
until 31
December
2020
Units sold
during 12
months
ended 31
December
2021
Net
Sold
area
(m2)
Value of the
preliminary
sales
agreements
(in PLN
thousands)
Units for
sale as at
31
December
2021
Ursus Centralny IIb
(2)
Warsaw
11,758
206
-
124
6,832
64,510
82
Miasto Moje V
(2)
Warsaw
8,559
170
51
103
5,264
42,414
16
Ursus Centralny IIa
(1)
Warsaw
13,509
251
194
56
3,246
26,299
1
Ursus Centralny Ib
(2)
Warsaw
5,740
97
34
53
3,258
26,957
10
Miasto Moje IV
(1)
Warsaw
8,938
176
118
49
3,141
24,406
9
Viva Jagodno I
(1)
Wrocław
6,241
121
64
56
2,951
21,156
1
Nowe Warzymice II
(2)
Szczecin
3,492
66
-
63
3,237
20,859
3
Nova
Królikarnia 3a
(1)
Warsaw
3,188
31
22
9
1,009
13,009
-
Nowe Warzymice III
(2)
Szczecin
3,535
62
-
46
2,401
18,547
16
Panoramika VI
(1)
Szczecin
3,591
75
46
29
1,562
9,859
-
Grunwaldzka
(2)
Poznań
3,351
70
-
34
1,345
12,636
36
Grunwald2
(1)
Poznań
14,456
268
253
15
1,195
8,323
-
Vitalia III
(1)
Wrocław
6,790
81
69
12
1,247
8,251
-
Nova Królikarnia 2c
(1)
Warsaw
3,743
18
15
3
647
8,095
-
Nova Królikarnia 3c
(1)
Warsaw
2,298
23
17
6
654
8,094
-
Nowe Warzymice I
(1)
Szczecin
3,234
54
29
18
1,206
7,471
7
Ursus Centralny IIc
(2)
Warsaw
11,124
219
-
3
143
1,521
216
Miasto Moje VI
(2)
Warsaw
11,722
227
-
39
1,772
16,803
188
Panoramika V
(1)
Szczecin
5,992
115
99
16
1,172
7,704
-
City Link III
(1)
Warsaw
18,763
368
363
5
541
5,942
-
Miasto Moje III
(1)
Warsaw
10,176
196
182
13
869
5,628
1
Viva Jagodno IIa
(2)
Wrocław
4,329
76
-
50
2,342
18,302
26
Viva Jagodno IIb
(2)
Wrocław
8,875
152
-
-
-
-
152
Młody Grunwald I
-
III
(1)
Poznań
23,855
393
383
8
821
5,448
2
Nova Królikarnia 3b
(1)
Warsaw
2,270
23
21
2
264
3,205
-
Verdis I
-
IV
(1)
Warsaw
26,858
441
435
4
322
1,772
2
Miasto Moje I
(1)
Warsaw
10,917
205
202
3
325
2,160
-
Ursus Centralny Ia
(1)
Warsaw
7,542
138
136
2
141
1,336
-
Marina Miasto
(1)
Wrocław
6,196
151
148
3
138
1,260
-
Other
(1)
n/a
n/a
n/a
5
257
4,758
4
Total excluding JV
251,041
4,473
2,881
829
48,302
396,725
772
Wilanów Tulip
(1)/(3)
Warsaw
9,574
149
88
48
3,155
28,571
13
Total including JV
260,614
4,622
2,969
877
51,456
425,296
785
(1) For information on the completed projects see “Business highlights during the year ended 31 December 2021 – A. Results breakdown by project”.
(2) For information on current projects under construction, see “Outlook for 2022 – B. Current projects under construction and/or on sale”.
(3) The project presented in the Consolidated Financial Statements under investment in joint ventures; the Company’s share is 50%.
Ronson Development SE
Management Board Report
9
Business highlights during the year ended 31 December 2021
B. Units sold during the period
The table below presents further information on the value of the preliminary sales agreements (with a breakdown per
city, exclusive of VAT) executed by the Group:
Location
Value of the preliminary sales agreements
sold during the year ended Increase/(decreased)
In thousands of Polish Zlotys (PLN) 31 December 2021
31 December 2020
In PLN
%
Warsaw
280,722
318
,
761
(38
,
039)
(
1
1
.
9
%
)
Wrocław
48,969
51
,
655
2
,
686
(
5.
2
%
)
Szczecin
64,440
45
,
017
19
,
423
43
.
1
%
Poznań
26,407
26
,
156
251
1.
0
%
Other (old) projects
4,758
3
,
129
1
,
629
52
.
1
%
Total 425,296
444,718
(19,422)
(4.4%)
C. Commencements of new projects
The table below presents information on the projects for which the construction and/or sales process commenced during
the year ended 31 December 2021:
Project name Location Number of units
Area of units (m
2
)
Ursus Centralny IIb
Warsaw
206
11,758
Viva
Jagodno IIa
Wrocław
76
4,329
Grunwaldzka
Poznań
70
3,351
Miasto Moje VI
Warsaw
227
11,722
Nowe Warzymice III
Szczecin
6
2
3,535
Viva Jagodno IIb
Wrocław
152
8,875
Ursus Centralny IIc
Warsaw
219
11,124
Total 1,012
54,694
Ronson Development SE
Management Board Report
10
Business highlights during the year ended 31 December 2021
D. Agreements significant for the business activity of the Group
The table below presents the summary of the signed preliminary and final purchase agreements of land during
the year ended 31 December 2021:
Location
Type of
agreement Signed date
Agreement
net value
Paid net till 31
December
2021
Number of units
Potential PUM
(PLN million)
(PLN million)
Poznań, Grunwald final 11 Feb 2021 26.0
26.0
343
19,790
Warsaw, Wola final 29 June 2021
13.5
13.5
84
4,800
Warsaw, Białołęka final 11 Aug 2021 13.1
13.1
191
11,000
Szczecin, Północ final 27 Oct 2021 21.0
21.0
555
26,500
Warsaw, Ursynów
(1)
final 27 Oct 2021 11.2
11.2
86
3,500
Warsaw, Bemowo final 14 Dec 2021 12.7
12.7
64
3,860
Warsaw, Ursynów
(1)
final 21 Dec 2021 7.5
7.5
95
4,000
Warsaw, Białołęka final 31 Dec 2021 36.9
36.9
651
31,300
Total
141.9
141.9
2,069
104,750
(1) land designated for PRS activity and presented as Investment property in the Consolidated Financial Statements
Location
Type of
agreement Signed date
Agreement
net value
Paid net till
31 December
2021
Number of
units
Potential
PUM
(PLN
million)
(PLN million)
Warsaw, Białołęka
(1)
preliminary 23 Nov 2020 20.0
13.4
432
20,700
Warsaw, Ursus preliminary 17 Jan 2021 140.0
10.0
1,860
100,000
Warsaw, Ursynów preliminary 3 Mar 2021 16.0
9.0
94
5,700
Warsaw, Targówek preliminary 2 June 2021 14.0
4.0
125
6,875
Warsaw, Ochota preliminary 10 Aug 2021 10.0
7.1
67
3,700
Warsaw, Bemowo preliminary 16 Oct 2021 45.4
5.0
267
14,500
Warsaw, Białołęka preliminary 28 Oct 2021 14.5
11.9
219
11,300
Warsaw, Wola
(2)
preliminary 23 Dec 2021 23.0
-
570
18,790
Warsaw, Ursynów preliminary 29 Dec 2021 16.0
2.0
142
8,400
Total
298.9
62.4
3,776
189,965
(1) part of the purchase price in the amount of PLN 5.9 million was for final purchase agreement.
(2) The agreement value is EURO 5 million converted to PLN as at 31.12.2021.
Ronson Development SE
Management Board Report
11
Selected consolidated financial data
Exchange rate of Polish Zloty versus the Euro
Average
Minimum
Maximum
Year end
PLN/EUR exchange rate exchange rate exchange rate exchange rate
2021
(12 months)
4.
567
4.
454
4.
721
4.
599
2020
(12 months)
4.445
4.228
4.633
4.615
Source: National Bank of Poland (‘NBP’)
Selected financial data
EUR
*
PLN
(thousands, except per share data)
For the year ended 31 December
2021
2020
2021
2020
Revenues
105,299
90,268
480,899
401,233
Gross profit
18,546
19,395
84,700
86,210
Profit/(loss) before taxation
12,
136
11,371
55,
424
50,542
Net profit/(loss) for the period attributable to the equity holders of the
parent
8,
8
34
9,031
40,
347
40,143
Cash flows from/(used in) operating activities
(4
26
)
5,846
(
1,9
48
)
25,983
Cash flows from/(used in) investing activities
(2,173)
242
(9,922)
1,077
Cash flows from/(used in) financing activities
2,235
2,800
10,205
12,447
Increase/(decrease) in cash and cash equivalents
(36
4
)
8,888
(1,
66
5
)
39,508
Average number of equivalent shares (basic)
162,445,075
163,103,163
162,445,075
163,103,163
Net
earnings/(loss) per share (basic and diluted)
0.05
4
0.055
0.2
48
0.246
Selected financial data
EUR
*
PLN
(thousands)
Aa at
31 December
2021
2020
2021
2020
Inventory and Land designated for development
144,711
153,906
665,
58
3
710,247
Total assets
210,
157
203,209
966,
597
937,767
Advances received
43,098
48,597
198,227
224,267
Long term
liabilities
45,888
40,204
211,057
185,534
Short term liabilities (including advances received)
72,943
80,700
335,495
372,416
Equity attributable to the equity holders of the parent
91,
326
82,304
420,
045
379,817
* Information is presented in EUR solely for presentation purposes. Due to the significant fluctuation of the Polish Zloty against the Euro over the
past years, the Statement of Financial Position data do not accurately reflect the actual comparative financial position of the Group. The reader
should consider changes in the PLN/EUR exchange rate in 2021 comparing to 2020, when reviewing this data.
Selected financial data were translated from PLN into EUR in the following way:
(i) Statement of financial position data were translated using the period end exchange rate published by the National Bank of Poland for the last
day of the period.
(ii) Statement of comprehensive income and cash flows data were translated using the arithmetical average of average exchange rates published
by the National Bank of Poland.
Ronson Development SE
Management Board Report
12
Overview of results
The net profit attributable to the equity holders of the parent company for the year ended 31 December 2021 was
PLN 40,347 thousand and can be summarized as follows:
For the year ended
31 December
2021
2020
change
PLN
(thousands, except per share data)
nominal %
Revenue from sales of residential units
457,677
400,257
57,420
14.3%
Revenue from sales of
land
22,500
-
22,500
100.0%
Revenue from sale of services
722
976
(254)
(
26.0%
)
Revenues 480,899
401,233
79,666
19.9%
Cost of sales of residential units
(371,223)
(315,023)
(56,200)
17.8%
Cost of sales of land
(24,976)
-
(24,976)
-
Cost of sales (396,199)
(315,023)
(81,175)
25.8%
Gross profit 84,700
86,210
(1,510)
(1.8%)
Changes in the value of investment property
(297)
(307)
10
3.3%
Selling and marketing expenses
(4,760)
(5,928)
1,168
(
19.7%
)
Administrative expenses
(23,676)
(22,542)
(1,134)
5.0%
Share of profit/(loss) from joint venture
5,763
(803)
6,566
(
817.7%
)
Other expense
(2,
494
)
(1,477)
(1,017)
6
8.
8
%
Result from operating activities 59,236
55,152
4,083
7.4%
Finance income
600
558
42
7.5%
Finance expense
(4,412)
(5,168)
756
(
14.6%
)
Net finance income/(expense) (3,812)
(4,610)
798
(17.3%)
Profit/(loss) before taxation 55,424
50,542
4,881
9.7%
Income tax benefit/(expenses)
(15,
077
)
(10,399)
(
4,678
)
45.
0
%
Net profit/(loss) for the period before non-
controlling interests 40,347
40,143
203
0.5%
Net profit/(loss) for the period attributable to the
equity holders of the parent 40,347
40,143
203
0.5%
Net earnings/(loss) per share attributable to the
equity holders of the parent (basic and diluted)
0.248
0.246
0.002
0.8%
Ronson Development SE
Management Board Report
13
Overview of results
Revenue from sales and services of residential projects
The revenue from sales and services of residential units increased by PLN 57.2 million (14.2%) from PLN 401.2 million
during the year ended 31 December 2020 to PLN 458.4 million during the year ended 31 December 2021, is primarily
explained by the delivery of 885 units to the customers characterized by a higher units average selling price during the
year ended 31 December 2021, comparing to the 964 units delivered during the year ended 31 December 2020 (in terms
of fully owned projects).
During the year ended 31 December 2021 the Company sold as well the land and recognized revenues in amount of PLN
22.5 million.
Cost of sales of residential units
Cost of sales of residential units increased by PLN 56.2 million (17.8%) from PLN 315.0 million during the year ended
31 December 2020 to PLN 371.2 million during the year ended 31 December 2021. The increase relates to a different
mix of projects delivered to the customers characterized by a different profitability during the year ended 31 December
2021 compared to the mix of projects delivered to customers during the year ended 31 December 2020.
Cost of the land sold during the year ended 31 December 2021 amounted to PLN 25.0 million.
Gross margin
The gross margin from sales and services of residential units during the year ended 31 December 2021 was 19.0% which
decreased comparing to 21.5% during the year ended 31 December 2020. The change in gross margin relates to a different
mix of projects delivered to the customers characterized by a different profitability during the year ended 31 December
2021 compared to the mix of projects delivered to customers during the year ended 31 December 2020.
During year ended 31 December 2021 the projects that significantly impacted revenues and profitability of the Group
were Miasto Moje IV, Viva Jagodno I, Vitalia III and Ursus Centralny Ia (contributed respectively PLN 14.6 million,
PLN 11.0 million, PLN 8.3 million and PLN 9.8 million to the gross profit representing a gross profit margin of 31.1%,
25.1%,18.1% and 17.3%). Comparing to the period ended 31 December 2020 the project that significantly impacted
revenues and profitability of the Group was City Link III in Warsaw (contributed PLN 57.4 million to the gross profit
representing a gross profit margin of 38.4%).
The gross margin has been negatively impacted by the loss generated on sold land in the total amount of PLN 2.5 million.
Selling and marketing expenses
Selling and marketing expenses decreased by PLN 1.1 million (19.7%) from PLN 5.9 million during the year ended 31
December 2020 to PLN 4.8 million during the year ended 31 December 2021, which is primarily explained by more
effective management of selling and marketing costs as well as shortened sale period due to very high demand for
apartment purchases in 2021. During the reporting period the Company continued it’s new marketing strategy adjusting
to the market situation being a result of Covid 19 pandemic.
Net finance income/(expenses)
Finance income/(expenses) is accrued and capitalized as part of the cost price of inventory to the extent that is directly
attributable to the construction of residential units. Unallocated finance income/(expenses) not capitalized is recognized
in the statement of comprehensive income. Net finance expenses decreased by PLN 0.8 million (17.3%) from
PLN 4.6 million during the year ended 31 December 2020 to PLN 3.8 million during the year ended 31 December 2021.
It is mainly explained by lower interest rates and higher proportion of capitalised interest due to higher balance of projects
under constructions during the period ended on 31 December 2021 comparing to the period ended on 31 December 2020.
Ronson Development SE
Management Board Report
14
Overview of selected details from the Consolidated Statement of Financial
Position
The following table presents selected details from the Consolidated Statement of Financial Position in which material
changes had occurred.
As at 31
December
2021
As at 31
December
2020
PLN (thousands)
Inventory and Land designated for development
665,
58
3
710,247
Advances received
198,227
224,267
Loans and borrowings
250,806
230,072
Trade and other payables and accrued
expenses
61,086
58,347
Inventory, Land designated for development
The balance of Inventory and Residential landbank amounted PLN 665.6 million as at 31 December 2021 compared to
PLN 710.2 million as at 31 December 2020. The decrease is primarily explained by the recognized costs of sales in the
total amount of PLN 396.2 million which is partly offset by the purchases of land during the year ended 31 December
2021 in the amount of PLN 114.5 million and investments in direct construction costs and capitalized finance costs for a
total amount of PLN 221.4 million.
Advances received
The balance of advances received is PLN 198.2 million as at 31 December 2021 compared to PLN 224.3 million as at
31 December 2020. The decrease is explained by the revenues recognized from the sale of residential units for a total
amount of PLN 458.4 million during the year ended 31 December 2021, which was partly offseted by advances received
from clients regarding sales of units during the period ended 31 December 2021 for a total amount PLN 437.0 million.
Loans and borrowings
The total of short-term and long-term loans and borrowings is PLN 250.8 million as at 31 December 2021 compared to
PLN 230.1 million as at 31 December 2020. The increase in loans and borrowings is primarily explained by the effect of
proceeds from issusing series W bonds in total amount of PLN 100.0 million, offsetted by repayments of bonds series
U and R in the total amount of PLN 78.0 million. Of the mentioned PLN 250.8 million, an amount of PLN 52.24 million
comprises facilities maturing no later than 31 December 2022. The balance of bond loans comprises of: principal amount
of PLN 250.0 million plus accrued interest of PLN 2.5 million minus one-time costs directly attributed to the bond
issuances which are amortized based on the effective interest method (PLN 3.2 million). The balance of bank loans
comprises of principal amount of PLN 1.6 million. For additional information see Note 23 of the Consolidated Financial
Statements.
Trade and other payables and accrued expenses
The balance of trade and other payables and accrued expenses amouted to PLN 61.1 million as at 31 December 2021 and
PLN 58.3 million as at 31 December 2020. The increase is mainly explained by the higher accrued expenses in the amount
of PLN 2.9 million, higher level of contractors retained guarantees for contrstrucion works in amount of PLN 1.2 million
as well as higher V.A.T and other tax payable in amount of PLN 1.0 million. The increase is partially offset by lower
amount of trade account payables in amount of PLN 2.5 million.
Ronson Development SE
Management Board Report
15
Overview of cash flow results
The Group funds its day-to-day operations principally from cash flow provided by its operating activities, loans and
borrowings under its loan facilities.
The following table sets forth the cash flow on a consolidated basis:
For the year ended
31 December
For the year ended
31 December
2021
2020
PLN (thousands)
PLN (thousands)
Cash flows from/(used in) operating activities
(
1,9
48
)
25,983
Cash flow from/(
used in) investing activities
(9,922)
1,077
Cash flow (used in)/from financing activities
10,205
12,447
Cash flow from/(used in) operating activities
The Company’s net cash outflow from operating activities increased for the year ended 31 December 2021 amounted to
PLN 2.0 million comparing to a net cash inflow from operating activities during the year ended 31 December 2020
amounted to PLN 26.0 million. The change by PLN 27.9 million is primarily explained by:
- net cash outflow of PLN 95.0 million due to purchase of landbank, paid advances and prepayments for land purchase
(held as notary deposits presented in the position Trade and other receivables and prepayments) in the total amount
of PLN 177.8 million in the period ended 31 December 2021 in comparison to the period ended 31 December 2020
whereas the Company purchased the lands (including advances for land and notary deposits paid) and payments for
Nova Królikarnia project in total amount of PLN 82.8 million;
- net cash outflow of PLN 17.9 million, resulting from the repayment of taxes in the amount of PLN 20.0 million in
the period ended 31 December 2021 comparing to repayment of payables in amount of PLN 2.1 million
31 December 2020;
The above mentioned negative effect on the operational cash flow was partly offseted by:
- increase in advances paid by Clients by PLN 72.0 million from PLN 364.9 million in the period ended 31 December
2020 to PLN 436.8 million in the period ended 31 December 2021.
Cash flow from/(used in) investing activities
The Company’s net cash outflow used in investing activities amounted to PLN 9.9 million during the year ended
31 December 2021 compared to a net cash inflow from investing activities amounted to PLN 1.1 million during the year
ended 31 December 2020. The decrease is primarily explained by net cash outflow due to acquisition of investment
properties land for the PRS activity in the total amount of PLN 19.9 million, partially set off with net cash inflow related
to the repayment of loans given to joint ventures in the total amount of PLN 11.8 million during the year ended 31
December 2021 compared to a net cash outflow from loans given to joint ventures amounting to PLN 2.0 million during
the year ended 31 December 2020.
Ronson Development SE
Management Board Report
16
Overview of cash flow results
Cash flow from/(used in) financing activities
The Company’s net cash inflow used in financing activities amounted to PLN 10.2 million during the year ended
31 December 2021 compared to a net cash inflow from financing activities amounted to PLN 12.4 million during
the year ended 31 December 2020. The change is primarily explained by:
- a net repayment of loans from others amounting to PLN 6.7 million during the year ended 31 December 2021
compared to repayment in amount of PLN 3.5 million during the year ended 31 December 2020;
- a lower level of the net inflow of cash related to bonds issuance in the amount of PLN 17.1 mln during the year
ended 31 December 2021 comparing to the net cash inflow related to bonds in the amount of PLN 41.2 million
during the year ended 31 December 2020.
The above mentioned negative effect on the financing cash flow was partly offseted by:
- non payment of dividend compering to last year dividend payment of PLN 9.8 million;
- a net proceeds of secured bank loans amounting to PLN 0.7 million during the year ended 31 December
2021 compared to net repayment from bank loans amounting to PLN 13.2 million during the year ended
31 December 2020.
Ronson Development SE
Management Board Report
17
Additional data for the Company
The Company is mainly a holding company and management services provider with respect to the development of
residential projects for its subsidiaries. The majority of the Company income are from the following sources: (i) interests
from loans granted to subsidiaries for the development of projects, (ii) management fee received from subsidiaries for
the provision of projects management services, and (iii) dividend received from subsidiaries. All above revenues are being
eliminated on a consolidated level.
Below section presents main data on the Company activity that were not covered in other sections of this Management
Board Report.
Exchange rate of Polish Zloty versus Euro
Average Minimum Maximum Period end
PLN/EUR exchange rate exchange rate exchange rate exchange rate
2021 (12 months)
4.567
4.454
4.721
4.599
2020 (12
months)
4.445
4.228
4.633
4.615
Source: National Bank of Poland (“NBP”)
Selected financial data EUR
PLN
(thousands, except per share data)
For the year ended 31 December
2021
2020
2021
2020
Revenues from management services
1,319
2,026
6,025
9,005
Financial income (Wise majority from loans granted to
subsidiaries)
1,408
1,483
6,430
6,594
Financial expences
(Wise majority from Interest on bonds)
(2,791)
(2,194)
(12,746)
(9,753)
Profit including results from subsidiaries
8,835
9,031
40,347
40,143
Cash flows from/(used in) operating activities
(1,134)
(1,041)
(5,180)
(4,627)
Cash flows from/(used in) investing activities
(3,462)
(3,973)
(15,809)
(17,661)
Cash flows from/(used in) financing activities
1,400
9,509
6,393
42,267
Increase/(decrease) in cash and cash equivalents
(3,196)
4,495
(14,596)
19,979
Average number of equivalent shares (basic)
162,445,075
163,103,163
162,445,075
163,103,163
Net earnings/(loss) per share (basic and diluted)
0.054
0.055
0.248
0.246
Selected financial data EUR
PLN
(thousands)
Aa at 31 December
2021
2020
2021
2020
Investment in subsidiaries
99,676
94,451
458,449
435,874
Loan granted to subsidiaries
43,447
34,746
199,828
160,347
Total assets
145,986
135,910
671,447
627,199
Long term liabilities
42,985
40,676
197,705
187,712
Short term liabilities
11,675
12,930
53,697
59,670
Equity
91,326
82,304
420,045
379,817
Ronson Development SE
Management Board Report
18
Outlook for 2022
A. Completed projects
The table below presents information on the total residential units in the completed projects/stages that the Group expects
to sell and deliver during the year 2022:
Location
Number of residential units
delivered
(1)
Number of residential units expected to be
delivered
(1)
Total
project
Project name
Until 31
December
2020
During the
period
ended 31
December
2021
Total
units
delivered
Units sold
not delivered
as at 31
December
2021
Units for sale
as at 31
December
2021
Total units
expected
to be
delivered
Ursus Centralny Ia
Warsaw
-
137
137
1
-
1
138
Ursus Centralny IIa
Warsaw
-
57
57
193
1
194
251
Viva Jagodno I
Wrocław
-
120
120
-
1
1
121
Miasto Moje III
Warsaw
98
97
195
-
1
1
196
Miasto Moje IV
Warsaw
-
123
123
44
9
53
176
Vitalia III
Wrocław
-
81
81
-
-
-
81
Nowe Warzymice I
Szczecin
-
47
47
-
7
7
54
Grunwald2
Poznań
236
31
267
1
-
1
268
Nova Królikarnia 3a
Warsaw
-
29
29
2
-
2
31
Nova Królikarnia 3b
Warsaw
-
23
23
-
-
-
23
Nova Królikarnia 3c
Warsaw
-
22
22
1
-
1
23
Panoramika V
Szczecin
95
18
113
2
-
2
115
Nova Królikarnia 2c
Warsaw
7
11
18
-
-
-
18
City Link III
Warsaw
354
13
367
1
-
1
368
Marina Miasto
Wrocław
146
5
151
-
-
-
151
Verdis I
-
IV
Warsaw
430
6
436
3
2
5
441
Młody Grunwald I
-
III
Poznań
383
4
387
4
2
6
393
Panoramika IV
Szczecin
109
2
111
-
-
-
111
Panoramika VI
Szczecin
-
51
51
24
-
24
75
Nova Królikarnia 2b
Warsaw
26
2
28
-
-
-
28
Sakura I
-
IV
Warsaw
513
1
514
-
1
1
515
Other (old) projects
-
5
-
1
3
4
4
Total excluding JV
2,397
885
3,277
277
27
304
3,581
Wilanów Tulip
(2)
Warsaw
-
122
122
14
13
27
149
Total including JV
2,397
1,007
3,399
291
40
331
3,730
(1) For the purpose of disclosing information related to the particular projects, the word “sell” (“sold”) is used, with relation to signing the preliminary sale agreement with the client
for the sale of the apartment; whereas the word “deliver” (“delivered”) relates to the transferring of significant risks and rewards of the ownership of the residential unit to the
client.
(2) The project presented in the Consolidated Financial Statements under investment in joint ventures; the Company’s share is 50%.
For information on the completed projects see “Business highlights during the year ended 31 December 2021- A. Results
breakdown by project”.
Ronson Development SE
Management Board Report
19
Outlook for 2022
B. Current projects under construction and/or on sale
The table below presents information on projects for which completion is scheduled in 2022 and in 2023. The Company
has obtained valid building permits for all projects/stages and has commenced construction and /or sales.
Project name Location
Start date of
construction
Units sold
until 31
December
2021
Units for
sale as at
31
December
2021
Total units
Total
area of
units (m
2
)
Expected
completion
of
construction
Nowe Warzymice II
Szczecin, Do Rajkowa st.
Q4 2020
63
3
66
3,492
Q2 2022
Ursus Centralny Ib
Warsaw, Ursus,
Gierdziejewskiego st.
Q4 2020
87
10
97
5,740
Q3 2022
Ursus Centralny IIb
Warsaw, Ursus,
Gierdziejewskiego st.
Q1 2021
124
82
206
11,758
Q4 2022
Miasto Moje V
Warsaw, Bialoleka , Marwilska st.
Q4 2020
154
16
170
8,559
Q4 2022
Nowe Warzymice III
Szczecin, Do Rajkowa st.
Q3 2021
46
16
62
3,535
Q4 2022
Viva Jagodno IIa
Wrocław, Jagodno, Buforowa st.
Q2 2021
50
26
76
4,329
Q4 2022
Grunwaldzka
Poznań, Grunwaldzka st.
Q2 2021
34
36
70
3,351
Q1 2023
Miasto Moje VI
Warsaw, Bialoleka , Marwilska st.
Q3 2021
39
188
227
11,722
Q2 2023
Ursus Centralny IIc
Warsaw, Ursus,
Gierdziejewskiego st.
Q4 2021
3
216
219
11,124
Q2 2023
Viva Jagodno IIb
Wrocław, Jagodno, Buforowa st.
Q4 2021
-
152
152
8,875
Q3 2023
Subtotal
600
745
1,345
72,485
C. Projects for which construction work is planned to commence during the year 2022
During the year 2022, the Company is considering the commencement of 8 stages for ongoing projects and 5 new projects
(comprising in total 1,123 units with a total area of 69,030 m
2
), which the management believes are well-suited to current
customer requirements, including smaller apartments at more economical prices.
The table below presents information on projects for which the commencement of construction works is scheduled in
the year 2022:
Project name Location Total units
Total area of units
(m
2
)
Nowe Warzymice IV
Szczecin
75
3,800
Miasto Moje VII
Warsaw
243
11,610
Nova Królikarnia 3d
Warsaw
15
2,200
Nova Królikarnia 4a
Warsaw
5
1,380
Nova Królikarnia 4b
Warsaw
23
5,850
Ursus Centralny
IIe
Warsaw
280
16,000
Falenty I
Warsaw
42
4,150
Sobola Ia
Szczecin
110
5,200
Studzienna
Warsaw
84
4,800
Smardzewska
Poznań
96
5,500
Siekierki I
Warsaw
92
5,440
Viva Jagodno III
Wrocław
58
3,100
Total 1,123
69,030
Ronson Development SE
Management Board Report
20
Outlook for 2022
D. Value of the preliminary sales agreements signed with clients for which revenue has not
been recognized in the Consolidated Statement of Comprehensive Income
The current volume and value of the preliminary sales agreements signed with the clients do not impact the Consolidated
Statement of Comprehensive Income immediately but only after final settlement (i.e upon signing of protocol for technical
acceptance and transfer of the key to the client as well as obtaining full payment forthe unit purchased) of the contracts
with the customers. The table below presents the value of the preliminary sales agreements (excluding VAT) executed
with the Company’s clients in particular for units that have not been recognized in the Consolidated Statement of
Comprehensive Income:
Project name Location
Number of the sold but
not delivered units
signed with Clients
Value of the
preliminary sales
agreements signed
with clients
Completed / expected
completion of construction
Ursus Centralny IIa
(1)
Warsaw
193
80,911
Completed
Miasto Moje IV
(1)
Warsaw
44
15,571
Completed
Panoramika VI
(1)
Szczecin
24
7,464
Completed
Nova Królikarnia 3a
(1)
Warsaw
2
3,325
Completed
Młody Grunwald I
-
III
(1)
Poznań
4
2,118
Completed
Verdis I
-
IV
(1)
Warsaw
3
1,372
Completed
Nova Królikarnia 3c
(1)
Warsaw
1
1,401
Completed
Panoramika V
(1)
Szczecin
2
1,104
Completed
Miasto Moje I
(1)
Warsaw
1
819
Completed
Ursus Centralny Ia
(1)
Warsaw
1
642
Completed
Grunwald2
(1)
Poznań
1
624
Completed
City Link III
(1)
Warsaw
1
344
Completed
Other (old) projects
(1)
-
610
Completed
Subtotal completed projects
excluding JV
277
116,304
Wilanów Tulip
(1)/(3)
Warsaw 14
8,833
Completed
Subtotal completed projects
including JV
291
125,137
Ursus Centralny Ib
(2)
Warsaw
87
41,720
2022
Miasto Moje V
(2)
Warsaw
154
57,945
2022
Ursus Centralny IIb
(2)
Warsaw
124
64,510
2022
Viva Jagodno IIa
(2)
Wrocław
50
18,302
2022
Nowe Warzymice III
(2)
Szczecin
46
18,547
2022
Nowe Warzymice II
(2)
Szczecin
63
20,859
2022
Grunwaldzka
(2)
Poznań
34
12,636
2023
Miasto Moje VI
(2)
Warsaw
39
16,803
2023
Ursus Centralny
II
c
(2)
Warsaw
3
1,521
2023
Subtotal ongoing projects
600
252,844
Total
891
377,981
(1) For information on the completed projects see “Business highlights during the year ended 31 December 2021–A. Results breakdown by project”.
(2) For information on current projects under construction and/or on sale, see under “B”.
(3) This project is presented in the Consolidated Financial Statements under Investment in joint ventures; the Company’s share in this project is 50%.
Ronson Development SE
Management Board Report
21
Main risks and other factors important for the development of the Company
and the Group
The Company’s and the Group’s business activities are significantly affected by global developments, and in particular
by their impact on the Polish economy in addition to the COVID 19 effect which the company experiencing in the last 2
years. The most important macroeconomic factors effecting the Company and the Group are: the level of development of
the Polish economy, the level of interest rates in Poland, the performance of banks and their ability to provide financing
to developers and their customers as well as the ability of other financial institutions to invest in corporate bonds.
In terms of risks specific for the sector, in which the Group operates, a potential increase in construction costs and the
challenge of securing lands for reasonable prices, the significant impact of increased costs and land prices on the margins
of new phases and projects, a prolongation of administrative procedures and an increasing competition in the market are
considered to be the most significant uncertainties for the financial year ending 31 December 2021 and they will have an
important influence on Group’s operations in the future.
Construction cost risk
Construction costs increased significantly over the last 2 years, a high increase especially in the 4
th
quarter of the 2021.
There is a high risk that building costs may still be rising during 2022. The increase was mainly related to increase of raw
materials and energy costs influencing directly and indirectly the costs of production adding to that the pandemic situation
with a 4
th
wave as well as shortage of construction employees. The Company and the Group do not operate in a
construction business, but, instead, for each project an agreement is concluded with a third-party general contractor, who
is responsible for running the construction and for finalizing the project including obtaining all permits necessary for safe
use of the apartments. In the year 2021 there were many changes in the constructions law, which impacted the cost of
constructions as well as sharp increase in inflation rate, costs of raw materials and energy costs. In terms of construction
law, the biggest change refers to the increase in fire safety in case of a change in the use of the building or its part. The
notification should be accompanied by an expert's opinion on fire safety, which by the end might be reflected in the
construction costs offered by the general contractor. On the 19
th
of October 2021, by the order of the President of the
Capital City of Warsaw, a new regulation regarding the participation of Developers on costs of building roads and
infrastructure were introduced and entered into force on 1
st
January 2022. The ordinance will apply to investments with
an area of more than 5,000 m
2
of usable space. The interpretation of the regulations is not yet clear, however, according
to the Company's understanding, the idea behind the regulation is systematizing the principles of concluding contracts
pursuant to Art. 16 of the Act of March 21, 1985 on public roads by giving the possibility to specify a precise amount of
participation (in accordance with the agreed price list of fees depending on the location of the investment) at the
investment design stage in exchange for an accelerated process of concluding a road contract.
New building law introduced Eco solutions in new buildings is enforced by the new construction law which require the
developer to implement some obligatory Eco Solutions elements in the Buildings in particular solar panels, charging
stations for electric cars and other issues which might cause an increase in the total costs of construction.
In order to mitigate the risk of the increase in construction costs, the Group are signing a lump-sum contract with the
general contractor, which will allow the Group to complete the project based on the estimated budget.
Risk of non-performance by General Contractors
In each project or stage of the project, the Group has concluded and will conclude contracts for the construction and
implementation of development projects with one general contractor. There is a risk that non-performance of the
agreement by the general contractor may cause delays in the project or significantly impact the business, financial
condition or results of the Group. The Group sees a potential risk for non-performance of obligations by the general
contractor in the availability of qualified workforce, in the increase of salaries and cost of construction materials and the
increase of energy costs. Non-performance may result in claims against general contractor with the risk that general
contractor may also fail to fully satisfy possible claims of the Company and the Group. The Company and the Group
Implement selection criteria when hiring a general contractor, which include, experience, professionalism, financial
strength of the general contractor (with the obligation to provide bank or insurance guarantee) as well as the quality of
the insurance policy covering all risks associated with the construction process.
Ronson Development SE
Management Board Report
22
Main risks and other factors important for the development of the Company
and the Group
Financing risk
The real estate development business, in which the Company and the Group operates, requires significant initial
expenditures to purchase land and to cover construction, infrastructure, and design costs. As such, the Company and the
Group, in order to continue and develop its business, require significant amounts of cash through external financing banks
and issuance of bonds. The Company’s and Group’s ability to obtain such financing depend on many factors, in particular,
on market conditions which are beyond the Company’s and the Group’s control. In the event of difficulties to obtain the
required financing, there is a risk that the scale of the Company’s and Group’s development and pace of achieving its
strategic objectives may differ from what was originally planned. In such situation as described above, there is no certainty
whether the Company and the Group will be able to obtain the required financing, nor whether financial resources will
be obtained under conditions that are favourable to the Company and the Group.
In order to mitigate the risk of insufficient financial resources, the company is continuously exploring other possibilities
of financial resources which will provide the necessary required financing and favourable conditions.
Availability of mortgages
The demand for residential real estate largely depends on the availability of credits and loans for financing the purchase
of apartments and houses by individuals. Possible increase in interest rates, deterioration of the economic situation in
Poland or administrative restrictions on lending activities of the banks may cause a drop in demand for apartments and
houses, and therefore a decrease in interest from potential buyers in the Group's development projects, which in turn may
have a significant adverse impact on activities, financial standing or performance of the Company and the Group. In 2021,
access to mortgages was selectively monitored by financing banks and was relatively available to selective customers
according to bank qualifications. The Covid-19 pandemic had a negative effect on bank financing in terms of conditions
and length for obtaining banks approvals. Interest rates in the beginning of the year ware at levels around their historic
minimum. A sharp increase in interest rates in particularly banks internal rates impacted significantly and will impact big
portion of mortgage users to be eligible for residential mortgage financing and in most cases decrease the availability of
mortgages due to creditworthy of individuals. The Company is continuously observing the situation and offering
administrative help to its clients for obtaining required credits.
Interest rate risk
A vast majority of loans and borrowings obtained by the Group is against variable interest rates that are based on 6 months
WIBOR rates plus a margin. As at 31.12.2021 the 6 Month WIBOR rate reached 2.84% (as at 31.12.2020 0.25%) which
reflect 12 month increase of 1036%. The, changes in the WIBOR rates will have material impact on the cash flow and
the profitability of the Group.
Administration
The nature of real estate development projects requires a number of licenses, approvals and arrangements to be obtained
by the Company and the Group at every stage of the development process. Despite significant caution applied in the
project execution schedules, there is always a risk of delay in their obtainment. In addition there is always the risk of
protests made against permits decisions which have already been issued (also due to appeals with no consequences for
the appellants) or in the worse scenario failing to obtain the relevant permits. Additional risk might rise with respect to
properties under perpetual usufruct. During the year 2020 and 2021 the company and the Group identify additional
negative factor of COVID 19 which influences significantly on the way the Group cooperate with local authorities were
certain offices were closed to public or ware not accessible. All the above factors may affect the ability to conduct and
complete its executed and planned projects.
Changes in legislation
Potential future changes in the legislation (contemplated deletion of open escrow accounts as well as the possible
introduction of compulsory contributions to the developer guarantee fund), the new construction law and the new local
regulations related to Road and instruction participation costs, also constitute a risk that could directly or indirectly affect
the Company’s and the Group's activities and results. The Management Board is in the opinion, that the possible
introduction of such changes might have a negative impact on the Group's activities. In spite of that and taking under
consideration the Company and the Group long term experience in the market it’s ability to adjust quickly to the new
market conditions, its financial situation and its reputation in the market. The management Board is in the opinion that
these changes are of a lesser extent than on other market operators.
Ronson Development SE
Management Board Report
23
Main risks and other factors important for the development of the Company
and the Group
Regulatory risk, risk of interpretation and application of regulations
Frequent amendments, incoherence and lack of unified interpretation of legislation entail risks related to the legal and
environment in which the Company and the Group operate. In particular the regulations and interpretations of tax
legislations are subject to frequent changes. The practice of tax authorities, issued tax interpretations as well as judicial
decisions in this area is not unified. In cases that Tax Authorities will adopt different interpretation of tax regulations from
that of the Company, negative consequences can be expected with negative impact on the Company’s business, its
performance, its financial standing and Company’s and Group’s development prospects.
Below are main changes in law regulations which can affect the company operations:
Entry into force on 1 January 2022 of the new Polish Order which according to its assumptions, assumes
resignation from the possibility of including depreciation charges on houses and flats in tax costs was especially
important tax benefit to individuals and companies planning to purchase a property for rent.
new Warsaw regulations regarding the participation of Developers on costs of building roads and infrastructure
entered into force on 1st January 2022. The ordinance will apply to investments with an area of more than 5,000
m2 of usable space. The interpretation of the regulations is not yet clear, however, according to the Company's
understanding, the idea behind the regulation is systematizing the principles of concluding contracts pursuant to
Art. 16 of the Act of March 21, 1985 on public roads by giving the possibility to specify a specific amount of
participation (in accordance with the agreed price list of fees depending on the location of the investment) at the
investment design stage in exchange for an accelerated process of concluding a road contract.
Act on the Protection of rights of buyers of residential premises and single family houses an implementation of
the Developer Guarantee Fund, which will take hold starting on 1st July 2022.
New regulations regarding building permit and design standards which may increase the costs of construction.
COVID-19
Following the second year of the COVID-19 pandemic, the Company witnessed the effect of the pandemic on the Polish
market and believe that will continue effecting it probably for quite some time. During the reporting period the Company
had experienced in some of its projects, delays related to administrative proceedings with obtaining permits which
translated to delay in starting of projects, as direct result of COVID-19 restrictions, as well as in some cases delays by
clients with obtaining Credit loans for purchasing of apartments.
The management Board will continue monitoring the situation on on-going basis, and adopt further actions, if necessary,
in order to reduce as much as it possible the effect of the pandemic on the Company’s operations and strategy.
Inflation risk
Poland's inflation for December 2021 was up 8.6% Year-on-Year (YoY). The price of consumer goods (the Consumer
Price Index) jumped by 9% YoY, while the price of services increased by 7.6% YoY.
High inflation pressure is generated by energy (electricity, gas, heating, gasoline, diesel), which was about 20% more
expensive than in December of 2020. This increase is adding up into the prices of other goods and services. Following
this sharp increase in the inflation rate, Poland shifted its monetary policy by lifting its main interest rates from nearly
zero % to almost 3% in the end of the reporting period.
The inflation growth and with it the interbank interest growth will affect the polish economy in many aspects and the real
estate residential sector in the following:
the risk of average mortgage rates increases which might result in decline in volume of mortgages lending which
will influence reduce the demand from individual clients.
risk of Increase in construction costs, related to problems of manufacturing ,energy and transportation.
risk in delay or withholding of starting new projects due to high costs
The management Board will continue monitoring the situation, and adopt further actions, if necessary, in order to reduce
as much as it possible the effect of the inflation and interest rates increase on the Company’s operations and strategy.
Ronson Development SE
Management Board Report
24
Assessment of the Group’s finance management
In 2021, the management of the financial resources of the Group was mainly focused on obtaining sources of financing
for both, projects being conducted as well as on maintaining safe financial ratios at all levels of its business activity. The
Group has obtained funds from the issue of series W bonds in the amount of PLN 100.0 million designated for bonds
refinancing and for financing the Group’s operating activities.
The Group’s leverage ratios have remained at a safe level as at 31 December 2021. The net debt (including cash paid by
Company’s clients blocked temporarily on the escrow accounts servicing ongoing projects that are under construction) to
equity ratio as at 31 December 2021 was 25.8%.
Having considered the specifics of the real estate development industry with its long production cycle and tighter funding
requirements for companies operating in this sector, the Group has been in a comfortable financial position. The liquidity
ratios are driven by decisions around financing of current investments (including decisions when to commence the
construction of new project/stage) and the strategy of acquiring new land. The Management Board considers the Group's
liquidity to be at a safe level.
As at 31 December
2021
2020
In thousands of Polish Zlotys
(PLN)
Loan and borrowings, including current portion
250,806
230,072
Interest bearing deferred trade payables
-
8,482
Less: cash and cash equivalents
(133,43
4
)
(135,099)
Less: other current financial assets
(8,794)
(14,239)
Net debt
108,578
89,216
Total equity
420,
04
5
379,817
Total capital employed
528,624
469,033
Total assets
966,597
937,767
Debt to equity ratio
59.7%
60.6%
Net debt to equity ratio
25.8%
23.5%
Equity ratio
43.5%
40.5%
Leverage ratio
20.5%
19.0%
Ronson Development SE
Management Board Report
25
Assessment of the Group’s finance management
Liquidity Ratios
2021
2020
Current assets
907
,
345
856,550
Inventory and advance for land
703,
99
5
668,461
Short term liabilities less advances received
137,268
148,149
Cash and cash equivalents
133,43
4
135,099
Current ratio
current assets / short
-
term liabilities less advances received
6.61
5.78
Quick ratio
current assets less inventory and advance for land / short-term liabilities less
advances received
1.48
1.27
Cash ratio
cash and cash equivalents / short
-
term liabilities less advances received
0.97
0.91
Ronson Development SE
Management Board Report
26
Information on loans, bonds, sureties and guarantees
Bonds loans contracted or redeemed
On 1 February 2021, the Company repaid 15% of outstanding series U bonds with value of PLN 4,848 thousand. After
this repayment, the nominal value was set as PLN 850 per bond and the total amount of outstanding
series U bonds amounted to PLN 27,469 thousand.
On 15 April 2021 the Company issued 100,000 series W non-secured bonds with a nominal value and issue price of PLN
1.0 thousand per bond and an aggregate nominal value and issue price of PLN 100.0 million. The bonds shall be redeemed
through the payment in two installments: at the end of the 7th interest period, on 15 October 2024 (redeeming 40% of the
nominal value) and the second on 15 April 2025 by redeeming the remaining part of the nominal value.
Together with issuance of series W bonds the Company:
purchased for redemption series R bonds with a nominal value of PLN 10,000,000 from the bondholders who
purchased the bonds for at least the same amount. In addition the Company paid interest accrued on those bonds
until the date of the transaction,
purchased for redemption series U bonds with a nominal value of PLN 2,247,400 from the bondholders who
purchased the bonds for at least the same amount. These transactions were settled without cash
(by set-off), except for accrued interest on those bonds until the date of the transaction, which were paid by the
Company.
On 24 May 2021, the Company repaid all outstanding 37,859 series R bonds with total nominal value of
PLN 37,859 thousand. After this repayment, the total number of outstanding bonds series R amounted to nil.
On 31 July 2021 the Company performed the early redemption of series U bonds through the payment of the redemption
amount equal to the nominal value of the Bonds plus accrued interest and an additional cash benefit in the form of a
premium. The early redemption refers to all series U bonds with total value of PLN 25.2 million.
The early redemption was carried out in connection with the Company's plans to carry out real estate development projects
on certain plots, the mortgage of which secures the Bonds. After this repayment, the total number of outstanding bonds
series U amounted to nil.
Resolutions of Bondholders Meetings regarding change of the Terms and conditions of issuance of Bonds
On 5 November 2021 the Meetings of bondholders of series T, V and W were held, where resolutions regarding the
change of the Terms and conditions of issuance of Bonds were taken. According to the adopted resolutions the following
points from the catalogue of Relative Grounds for Early Redemption of Bonds were removed:
1. point regarding the Excessive investment in land with an unclear legal status (for series T, V and W).
In connection with adoption of those resolutions, the Company is obligated to make additional payment for the
account of bondholders in the amount of 0.4% of the nominal value of bonds. The abovementioned premium
will be paid on 25 November 2021,
2. point regarding Delisting of shares in the Issuer from the WSE (for series T only).
Bank loans contracted or repaid
On 30 March 2021 the Company signed agreements for bank loans for Miasto Moje V project in amount up to
PLN 35.3 million and for Ursus Centralny Ib in amount up to PLN 26.7 million.
On 17 August 2021 the Company signed agreement for bank loans for Nowe Warzymice II projekt in amount up to
PLN 15.3 million.
On 26 November 2021 the Company signed agreement for bank loan for Grunwaldzka project in amount up to
PLN 20.9 million.
All bank credit lones are secured.
Ronson Development SE
Management Board Report
27
Information on loans, bonds, sureties and guarantees
Guarantees received by the Group
The construction guarantees and post construction guarantees received by the Company and the Group from General
Contractors during the year 2021 are presented in the table below:
Entity name
Amount of guarantee
In thousands of Polish Zlotys (PLN
)
Danya Cebus Poland Sp. z o.o 77,057
EBUD-Przemyslowka Sp. z o.o 3,166
ERBUD S.A 5,523
GLIF Sp. z o.o 1,121
HOCHTIEF POLSKA S.A. 18,224
Kalter Sp. z o.o 2,378
KARMAR S. A. 27,990
Mostostal Warszawa S.A 9,501
OTIS SP. Z O.O 176
Bruker s.c. Przedsiębiorstwo drogowe. Malarecki J.B. 179
PG OMEGA Piotr Garlej 127
POZBUD T&R S.A 1,250
STRABAG SP. Z O.O 4,130
TOTALBUD S.A. 1,033
Other 317
Total 152,170
Additionally as at 31 December 2021 the Company has received a land security mortgage obtained from IŁ Capital
Wysockiego Sp. z o.o in the amount of PLN 8,000, while signing the preliminary purchase agreement (via its subsidiary)
for the perpetual usufruct right of plot of land located in Warsaw, on Wysockiego street, on 2 June 2021.
Guarantees provided by the Company
The table below present sureties that were provided only by the Company as at 31 December 2021 to banks with respect
to the construction loan contacts signed by the Company’s subsidiaries:
Entity name Sureties
Amount as at
In thousands of Polish Zlotys (PLN) up to the amount of 31 December 2021
Powszechna Kasa Oszczędności Bank Polski S.A. 7,009 -
Total 7,009 -
As at 31 December 2020 there were no sureties with respect to the construction loans contracts granted by the Company.
Ronson Development SE
Management Board Report
28
Remuneration Policy Report
A. Introduction
The Ordinary General Meeting of Shareholders held on 30 June 2020, approved the Company’s remuneration policy
which sets forth the terms of remuneration of the members of the Management Board and Supervisory Board of Ronson
Development SE (further: “Remuneration policy”) meeting the requirements of Article 90 of the Act on Public Offering.
It has replaced the existing rules for remunerating the Management Board of the Company contained in the Remuneration
Policy for members of the Management Board adopted on October 1, 2007 by the Extraordinary General Meeting of
Ronson Europe NV and the remuneration system for members of the Supervisory Board of the Company adopted by the
same General Meeting.
B. Remuneration Policy
The Remuneration Policy was developed taking into account the business of the Company, its economic situation, market
standards applicable in comparable companies, in particular in the construction industry, and the scope of responsibilities
of each individual member of the Management Board and Supervisory Board. The Remuneration Policy aim is to
contribute to the realization of the business strategy, long-term development and stability of the Company.
C. Remuneration of the Management Board
Boaz Haim
Mr Boaz Haim, as the President of the Management Board of the Company - based on the resolution of the Supervisory
Board - is entitled to a monthly remuneration of the PLN equivalent to EUR 20,000, an American school in Warsaw for
two children (in the approximately value of USD 20,000 per year, per child ), accommodation cost up to 15,000 PLN per
month and the costs of four round flights outside the Poland during each calendar year for Mr. Boaz and his family,
purchase of residential premises in accordance with the Company’s internal procedure and education on the Company
and its subsidiaries costs. In addition Mr. Boaz is entitled to two types of annual performance bonuses of up to of EUR
81,000 each.
One of the bonuses is granted on the condition that the Company's total annual consolidated profit before tax, calculated
on the basis of the Company's consolidated annual financial statements as published in the annual report, but excluding
loss on valuation of land purchased before November 1, 2019 or losses related to the sale of land or projects whose
purchase procedure began before November 1, 2019, exceeds a total of PLN 14.5 million.
Another bonus is granted on the condition that the average price of the Company's shares on the Warsaw Stock Exchange
in the relevant full calendar year exceeded the average price of one share in the previous calendar year by 5% or more.
Mr. Boaz Haim is also remunerated as the President of the Management Board of Company’s subsidiaries on the basis of
resolutions of the Subsidiaries' General Meetings in the total amount of EUR 5,000 per month. In addition, he concluded
an employment contract with Ronson Development Management, on the basis of which he receives a salary of EUR 2,000
per month (paid in PLN) and reimbursement of medical insurance costs and a company car.
Andrzej Gutowski
Andrzej Gutowski, as the Vice-President of the Management Board of the Company responsible for Sales (till 31 May
2021 Vice-President of the Management Board of the Company responsible for Sales and Marketing), is entitled pursuant
to a resolution of the Supervisory Board to a monthly remuneration of PLN 20,000 and a gross bonus in amount of 0.1%
of preliminary net sales contracts, provided in the Management Report on the Company's and Group's activities for a
given financial year, published in the periodic report, payable after publication of the Consolidated Financial Statements.
Mr. Gutowski is entitled to receive non-returnable quarterly advances for bonuses, calculated on the basis of the
Management Reports published every quarter in the periodic report together with the interim financial statements, payable
after their publication.
Mr. Gutowski is also entitled to other benefits available to board members or employees of the Company or its
subsidiaries, such as medical care, right to purchase of real estate units in accordance with the Company’s internal
procedure, etc.
Ronson Development SE
Management Board Report
29
Remuneration Policy Report
C. Remuneration of the Management Board
Andrzej Gutowski
Andrzej Gutowski is also remunerated as a Member of the Ronson Development Management Sp. z o.o.’s Management
Board on the basis of a resolution of the Shareholders' Meeting in the total amount of PLN 7,000 per month.
Moreover, Mr. Andrzej Gutowski concluded an employment contract with Ronson Development Management Sp. z o.o.,
on a basis he receives remuneration in the amount of PLN 5,000. In addition, he is entitled to reimbursement of the costs
of medical insurance and a company car.
Yaron Shama
From 1 January 2021 pursuant the resolution of the Supervisory Board Yaron Shama, as the Vice-President of the
Management Board of the Company and the Group CFO is entitled to a monthly remuneration of PLN 22,000 and two
annual performance bonuses PLN 47,500 gross each.
One of the bonuses is granted on the condition that the Company's total annual consolidated profit before tax, calculated
on the basis of the Company's consolidated annual financial statements as published in the annual report, but excluding
loss on valuation of land purchased before 1 January 2020 or losses related to the sale of land or projects whose purchase
procedure began before 1 January 2020, exceeds a total of PLN 14.5 million.
Another bonus is granted on the condition that the average price of the Company's shares on the Warsaw Stock Exchange
in the relevant full calendar year exceeded the average price of one share in the previous calendar year by 5% or more.
Mr. Shama is also entitled to other benefits available to board members or employees of the Company or its subsidiaries,
such as medical care, right to purchase of real estate units in accordance with the Company’s internal procedure, etc.
Yaron Shama is entitled as a Member of the Ronson Development Management Sp. z o.o.’s Management Board on the
basis of a resolution from 1 January 2020 of the Shareholders' Meeting in the total amount of PLN 9,000 per month. In
addition, he is entitled to reimbursement of the costs of medical insurance.
Mr. Yaron Shama providing Ronson Development SE services starting from 1 January 2021 through his consulting
company for a remuneration of PLN 11,000 per month as well as he provides services to Ronson Development
Management Sp. z o.o. in the total amount of PLN 5,500 per month.
Alon Haver
As Mr Alon Haver was also a Management Board member of the indirect major shareholder of the Company (A. Luzon
Group), he was not receiving any remuneration from Ronson Development SE nor from any of the Company’s
subsidiaries. The Company was covering expenses related to his activity as a Company’s Management Board member,
such as travel and accommodation expenses. Alon Haver resigned from the position of the Management Board member
effectively from 31 December 2021.
Karolina Bronszewska
Karolina Bronszewska is a Member of the Management Board of the Company responsible for Marketing and Innovation
since 1 June 2021. Pursuant to a resolution of the Supervision Board, Karolina Bronszewska is entitled to a monthly
remuneration of the PLN 10,000 and an annual bonus of up to PLN 50,000 depending on the implementation of the
Company’s annual sales plan, in amount of PLN 25,000 – if the Company meets the sales plan, and additionally by at
least 50 units.
In addition, Ms Karolina Bronszewska, on the basis of an employment contract with Ronson Development Management
Sp. z o.o. from 1 June 2021 receives a remuneration of the PLN 15,000. Moreover, she is entitled to reimbursement of
the costs of medical insurance and a company car.
Ronson Development SE
Management Board Report
30
Remuneration Policy Report
C. Remuneration of the Management Board
The total remuneration of the members of the Company’s Management Board, including bonuses and benefits related to
the incentive plan related to the Company’s financial results, company car, travel and accommodation in 2021 amounted
to PLN 4,787 thousand (2020: PLN 4,793 thousand).
The table below presents the breakdown of total compensation received by each member of the Management Board:
As at 31 December 2021
From the Company
In other
companies
Total
In thousands of Polish Zlotys (PLN)
Salary and other short time benefit
70
105
175
Management bonus
50
-
50
Other
(2)
-
13
13
Subtotal - Mrs Karolina Bronszewska 120
118
238
Salary and other short time benefit
264
88
352
Management bonus
95
-
95
Other
(2)
132
86
218
Subtotal - Mr Yaron Shama 491
174
665
Salary and other short time benefit
240
144
384
Incentive plan linked to financial results
425
-
425
Other
(1)
-
41
41
Subtotal - Mr Andrzej Gutowski 665
185
850
Salary and other short time benefit
1,099
432
1,531
Management bonus
754
-
754
Other
(1)
623
127
749
Subtotal - Mr Boaz Haim 2,476
559
3,034
Total 3,752
1,035
4,787
(1) Mainly related to car expenses, flights and accommodation and an American school.
(2) Transactions with related parties.
Ronson Development SE
Management Board Report
31
Remuneration Policy Report
D. Remuneration of the Supervisory Board
The supervisory directors are entitled to an annual fee of EUR 8,900 plus an amount of EUR 1,500 per board meeting
(EUR 750 if attendance is by remote means of direct communication). The total amount due in respect of Supervisory
Board fees during 2021 and 2020 amounted to PLN 294 thousand (EUR 64 thousand) and PLN 333 thousand
(EUR 75 thousand), respectively.
Mr Amos Luzon did not receive any direct remuneration from the Company nor from any of the Company’s subsidiaries.
Remuneration received by each Supervisory Board member for year 2021 is as follows:
Alon Kadouri, Member of the Supervisory Board – PLN 51 thousands;
Ofer Kadouri, Member of the Supervisory Board – PLN 64 thousands;
Przemysław Kowalczyk, Member of the Supervisory Board – PLN 64 thousands;
Piotr Palenik, Member of the Supervisory Board – PLN 51 thousands;
Shmuel Rofe, Member of the Supervisory Board – PLN 64 thousands.
Ronson Development SE
Management Board Report
32
Additional information to the report
Seasonality
The Group’s activities are not of a seasonal nature. Therefore, the results presented by the Group do not fluctuate
significantly during the year due to the seasonality.
Influence of results disclosed in the report on fulfillment of result forecasts
The Management Board of Ronson Development SE does not publish any financial forecasts concerning the Group and
the Company.
Related parties’ transactions
There were no transactions and balances with related parties during the year ended 31 December 2021 other than described
below, the remuneration of the Management Board, loans granted to related parties within the Group,
the reimbursement of audit review costs and the consulting services agreement with A. Luzon Group, the major (indirect)
shareholder, for a total monthly amount of PLN 70 thousand and covering travel and out of pocket expenses. All
transactions with related parties were performed based on market conditions.
During the year ended 31 December 2021, the Group sold one Apartment to Mr Boaz Haim for a total net amount
(excluding VAT) of PLN 369.1 thousand and one Apartment to the company 100% owned by Alon Haver for a total net
amount (excluding VAT) of PLN 378.3 thousand. Those transactions were executed at arm’s length and was in adherence
to the Group’s policy in respect of related-party transactions.
Quarterly reporting by the Company
As a result of requirements pertaining to A. Luzon Group, the Company’s controlling shareholder, whose ultimate parent
company is listed on the Tel Aviv Stock Exchange, the first quarter reports, semi-annual reports and third quarter reports
are subject to a full scope review by the Company’s auditors. For the Company itself, being domiciled in Poland and
listed on the Warsaw Stock Exchange, only the semi-annual report is subject to a review. The Company has agreed with
A. Luzon Group that the costs for the first and third quarter review will be shared between the Company and its
shareholder. The Company considers having its first and third quarter report provided with a review report a benefit to all
of its shareholders.
The Company prepared this Annual Report for the year ended 31 December 2021 in both English and Polish languages,
while the Polish version is binding.
Proceedings before the courts, arbitration or public administration authority
As of 31 December 2021, there was no individual proceeding before any court, authority competent for arbitration or
public administration body, concerning the liabilities or receivables of the Company or the Group, the value of which
would be at least 10% of the Company’s shareholders’ equity.
As at 31 December 2021 the total value of proceedings in progress any court, authority competent for arbitration or public
administration body, concerning the liabilities or receivables of the Company and the Group amounted to about PLN 7.1
million out of which PLN 2.7 million relates to cases where Ronson Group is suing. With regard to the claims that the
Company and the Group determined to be justified, provisions were established in the total amount of about PLN 0.5
million.
Employees
The average number of personnel employed by the Group – on a fulltime equivalent basis – during the year ended 31
December 2021 was 78 compared to 74 during the year ended 31 December 2020. There were no personnel employed in
the Company.
Ronson Development SE
Management Board Report
33
Additional information to the report
Dividend policy
On 11 July 2018, the Management Board of Ronson Development SE resolved to update the dividend policy of the
Company. The Management Board recommends in upcoming years a dividend payment of 50% of the consolidated net
profit attributable to shareholders but not less than PLN 9,840,649 in total (representing PLN 0.06 per share at the current
number of issued shares). The final recommendations regarding the payment of dividends will be made by the
Management Board after the examination of the current and expected balance sheet of the Company, expected operating,
financial and cash-flow position of the Company and taking into consideration: (i) the close observance of all balance-
sheet linked debt covenants, (ii) ability of future repayment of debts, (iii) financial needs of the Company aiming to be
ranked amongst leading residential developers and (iv) changing market environment.
Disclosure obligations of controlling shareholder
Please note that A. Luzon Group, the Company’s controlling shareholder, is a company listed on the Tel Aviv Stock
Exchange with the registered office in Raanana, Israel, and is subject to certain disclosure obligations. Some of
the documents published by A. Luzon Group in performance of such obligations, available here: http://maya.tase.co.il
(some of which are only available in Hebrew), may contain certain information relating to the Company.
Agreements with shareholders
The subsidiary entity of the Company (Ronson Development Management Sp. z o.o.) is a party to the consulting
agreement with A. Luzon Group. Based on this agreement (that was signed during 2017) the Company pays to A. Luzon
Group an amount of PLN 70 thousand monthly and covering travels and out of pocket expenses incurred in connection
with rendering services.
Agreements between shareholders
The Company is not aware of any existing agreements between the shareholders.
Cooperation agreements
On 29 November 2018, the Company entered into a joint venture agreement with Konsili Limited providing for the joint
investment and development of the Wilanów Tulip project. Apart from the agreement mentioned above, the Company
and the Group did not conclude any significant cooperation agreements with third parties during 2021.
Research and development
The Company and its subsidiaries are not involved in any research and development activities.
Environmental protection
The Company, is conducting its business activities, undertakes to comply with all laws and regulations regarding use of
land and protection of the natural environment. The Company is not a party to any pending proceedings regarding
potential environmental protection violations.
Assessment of the possibility to implement investment projects
In the opinion of the Management Board, the Company and the Group have resources necessary for the implementation
of ongoing and planned projects as well as acquisition of new projects. The Company and the Group is financing its
activity using own resources, advances from customers, as well as external financing - bank loans and bond issues.
Ronson Development SE
Management Board Report
34
Additional information to the report
Commitments and contingencies
For information about investment commitments of the Group in respect of construction services to be rendered by the
general contractors and contingent liabilities related to the purchase of new plots, see Note 29 of the Consolidated
Financial Statements for the year ended 31 December 2021.
Changes in the basic principles of business management of the Company and its Group
The Management Board of the Company announced on 29 December 2021 that the Management Board adopted the
resolution, where it decided to take steps to expand the scope of the actual activities performed by the direct and indirect
subsidiaries of the Company by the so-called PRS (Private Rented Sector). In this regard, the Company will take actions
aimed to achieve the following long-term targets if market conditions will allow:
a. to secure by the end of 2025 a land bank of the Ronson Group for approximately 5,000 apartments for rent,
mainly in Warsaw, Wrocław and Poznań;
b. to have, by the end of 2025, in the offer of the Ronson Group approximately 3,000 apartments for rent, mainly
in Warsaw, Wrocław and Poznań;
c. acquiring partners with experience in this field, for cooperation in the development and conduct of the above-
mentioned activities, including financial partners.
At the same time, the Company informs that the above activity will be additional and secondary to the current activity.
Developer act
On July 1, 2022, the amendment to the Act on the protection of the rights of buyers of a flat or single-family house and
the Development Guarantee Fund will enter into force. The new regulations will have a significant impact on the activities
of entities in the property development industry. The most important changes include the introduction of the Development
Guarantee Fund and regulations concerning the taking back of premises, with the accompanying extensive rights for
customers. The act will also cover reservation agreements and introduce detailed regulations in this respect, as well as
expand the requirements for the prospectus.
Ronson Development SE
Management Board Report
35
Corporate governance statement
A. The application of the corporate governance principles
The set of the corporate governance principles which the Company adheres to and the place where the text of the set
of the corporate governance principles is available to the general public
In the period from 1 January 2021 to 30 June 2021 the Company applied the corporate governance principles of "Best
Practices for the Warsaw Stock Exchange Listed Companies 2016" ("Warsaw Stock Exchange Best Practices 2016"),
adopted by the Supervisory Board of the Warsaw Stock Exchange on 13 October 2015. As of July 1, 2021, the Company
applies the corporate governance principles contained in the Code of Best Practice for WSE Listed Companies 2021,
adopted by Resolution of the Supervisory Board of the Warsaw Stock Exchange No. 13/1834/2021 of March 29, 2021
(hereinafter: "DPSN 2021"). DPSN 2021 are available for review at the website of the Warsaw Stock Exchange at:
https://www.gpw.pl/dobre-praktyki-2021.
The Management Board and the Supervisory Board take appropriate steps towards further implementation of the corporate
governance principles and better functioning of the corporate governance at the Company.
The extent to which the Company departs from the provisions of the corporate governance principles, with the list of
such provisions and the reasons for doing so
In the period between 1 January 2021 to 30 June 2021 the Company did not apply the following recommendations and
detailed principles of the Warsaw Stock Exchange Best Practices 2016:
Principle I.Z.1.3.
There was no formal division of tasks and responsibilities among members of the Company’s Management Board which
could be evidenced in the form of a document publishable on the Company’s corporate website. However, the division
of duties between members of the management board performing operational functions was reflected in their respective
titles (i.e. the President of the Management Board, the Finance Vice President of the Management Board Sales and
Marketing Vice President and Marketing and Innovation Member of the Management Board).
Principle I.Z.1.15.
There was no formal policy on diversity of the Company’s governing bodies and its key managers. The Company’s
Supervisory and Management Board members are elected on the basis of a wide range of factors, such as experience,
background, skills, knowledge and insight. The Company recognizes the benefits of diversity, including gender equality,
and it strives to achieve a greater level of diversity on the Supervisory Board and the Management Board, which was
reflected in the appointment of Karolina Bronszewska as Member of the Management Board for Marketing and
Innovation.
Principle I.Z.1.20.
In the Company's opinion the information policy applied by the Company guarantees that investors have access to
complete and thorough information about decisions adopted at the General Meeting of the Company. Therefore, in the
Company's opinion, there was no need to publish an audio or video recording of the proceedings of the General Meeting
on the Company’s corporate website.
Recommendation II.R.3.
One of the Company’s Management Board members, Alon Haver, acts as the CFO in the parent company of the Company,
and also holds a managerial role in other companies belonging to the Company’s parent company group. Additional
activities of other members of the Management Board did not require such time commitment or effort to negatively affect
the proper performance of the function in the Company.
Principle II.Z.2.
The Management Board Rules repeating in that regard the provisions of the Commercial Companies Code, provide that
a member of the Management Board cannot, without the consent of the Company, participate in any competitive company
as a member of the governing body of a capital company and cannot participate in any other competitive legal person as
a member of such person’s governing authority. Such consent is granted on behalf of the Company by the Supervisory
Board.
According to the Company’s best knowledge, the Management Board members do not participate in any competitive
company or any other competitive legal person as members of their governing authorities.
Ronson Development SE
Management Board Report
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Corporate governance statement
A. The application of the corporate governance principles
Principle II.Z.2.
In year 2021 Boaz Haim, Yaron Shama, Andrzej Gutowski and Karolina Bronszewska did not sit on Management or
Supervisory Boards of any companies outside of the Company’s group. Alon Haver held a managerial role in companies
of major shareholder of the Company – Luzon Group.
Principles III.Z.3 and III.Z.4.
No separate units responsible for the internal audit have been established at the Company, as there is no justification for
this given the size and type of the Company’s activity, which complied with Recommendation III.R.1. The Company
outsources its internal audit functions to an external entity, which carries out internal audits in designated areas at the
request of the Management Board and reports directly to the Company's Supervisory Board. An internal audit has been
carried out in 2021 in the area of compliance. The report from the internal audit was received and reviewed by the Audit
Committee of the Supervisory Board of the Company. The Internal Audit shall be also carried out in the area of the
Implementation of the new IT system, however it was postponed as the IT system is not fully implemented yet.
Principle IV.Z.2.
In the Company’s opinion, ensuring real-time broadcasts of the General Meeting is unjustified in the light of the
Company’s shareholding structure. Moreover, providing the relevant technical infrastructure necessary for the efficient
conduct of the General Meeting by means of electronic communication would involve financial expenditure and
organisational effort incommensurate with the result achieved. Moreover, the Company’s shareholders have not
communicated any expectations to the Company regarding real-time broadcasts of the General Meeting.
Principle IV.Z.5.
In the Company’s assessment, there is no need to adopt Rules of the General Meeting. In the Company’s assessment, the
Company’s Articles of Association coupled with the provisions of the Commercial Companies Code and the Council
Regulation (EC) No. 2157/2001 of 8 October 2001 on the Articles of Association for a European company (SE) (OJEU.L
No. 294 of 10.11.2001), describe exhaustively the manner of convocation and conduct of the General Meeting, and of the
adoption of resolutions.
Principle IV.Z.11.
In 2021, the Company held one General Shareholder’s Meeting. At the Meeting attended at least one member of the
Company's Management Board. The Company's Management Board is of the opinion that the decision of the Supervisory
Board members to participate in the general meeting is in each case an individual decision of the given member of the
Supervisory Board. In addition, the Company's Management Board is the only body authorized and obliged to respond to
the shareholder during the general meeting (Article 428 of the Commercial Companies Code).
Principle V.Z.5.
The procedure for assessing transactions with related entities, providing for the consent of the Supervisory Board for
transactions with related parties, was adopted by the Company's Supervisory Board on February 4, 2020. The procedure
provides for the approval of material transactions (above 5% of assets of the Company) with related parties of the
Company as defined by IAS 24.
Ronson Development SE
Management Board Report
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Corporate governance statement
A. The application of the corporate governance principles
During the period from 30 June 2021 to 31 December 2021 and as at the date of this Report, the Company has not applied
and does not apply the following principles contained in DPSN 2021: 1.3.1., 1.3.2., 1.4., 1.4.1., 1.4.2., 1.5., 2.1., 2.2., 2.6.,
2.7., 2.11.5., 2.11.6., 3.4., 3.5., 3.6., 4.1., 4.3., 4.4., 4.8., 4.14., 6.2. and 6.4.
Principle 1.3.1.
The Company's business strategy does not take the form of a single document - it is incorporated in many documents
prepared by the Management Board (such as the annual plan approved by the Supervisory Board, which includes the
expected sales results and the expected financial result, or the quarterly investor presentations presenting the plans for the
coming years), not all of which are published on the Company's website. Consequently, the Company does not have a
formal document on ESG and climate change issues complementary to its business strategy, which does not mean,
however, that issues related to environmental protection, social responsibility and corporate governance are not taken into
account when developing the Company's development strategy. The Company is currently implementing a responsibility
strategy that assumes a holistic approach to the designed developments promoting sustainable lifestyles. When designing
investments, the Company puts the customer and its needs at the center, as well as the environment and the impact of the
investment on the planet. The Company makes every effort to ensure that the solutions implemented as part of the estates
under construction help future residents change their habits for the better. We consistently implement environmentally
friendly technological solutions which focus on ecology and reduce the operating costs of our estates. In a model
ecological housing estate, a special role is played by greenery, i.e. the type and number of plants and trees planted, which
positively affect air quality, but are also a habitat for many beneficial insects and animals. In our projects we use numerous
species of trees and plants, we create "green walls and roofs" to reduce air pollution and increase oxygen production. On
the roofs of our investments we design photovoltaic panels that supply energy to common areas, we use rainwater to water
plants, which ensures proper rainwater retention. Wide sidewalks, bike paths, recreational areas with greenery parks, all
this affects the active spending of time by our residents in the bosom of nature. We install facilities for both pedestrians
and cyclists, including bicycle racks and bicycle rooms. By providing for the possibility of installing electric car chargers,
we contribute to supporting the eco-mobility strategy, which is another element of our sustainable development strategy.
Principle 1.3.2.
In terms of work organization, the Company has implemented the CRP system integrated with the CRM system, which
has made it possible to streamline electronic document circulation and thus significantly reduce printed documents.
Moreover, as part of the Group's employment policy, the Company strives to implement solutions and create conditions
aimed at improving working conditions, both at the Company's headquarters and in its branches. At the same time, the
Company takes measures to motivate employees to spend their free time actively and tries to involve employees in various
small charity activities.
Principle 1.4.
It is the policy of the Company's Management Board, in particular due to the ownership structure and the industry in
which the Company operates, to publish investor presentations on the Company's website every quarter summarizing the
financial results for the quarter in question, including key financial and operating data, the Company's achievements and
material events in the period, a summary of sales and projects under development, as well as the outlook for the coming
period. At the same time, the Company does not publish financial forecasts for a given year or information on its ESG
strategy.
Principle 1.4.1.
The Company does not publish information on its ESG strategy, while implementing or planning specific ESG measures
in individual development projects. In connection with the implemented corporate responsibility strategy, the Company,
while designing its investments, takes into account their impact on the current climate changes. In its newly designed
investments, it takes into account ecological solutions using renewable energy sources and reuse of rainwater or energy-
efficient LED lighting. By applying such solutions, the Company contributes to reducing its carbon footprint. The
Company keeps abreast of market trends and technological innovations related to care for the environment and enhancing
the living comfort of residents, thus reducing the costs of maintenance of common parts of real estate.
Ronson Development SE
Management Board Report
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Corporate governance statement
A. The application of the corporate governance principles
Principle 1.4.2.
The Company does not publish information on its ESG strategy, in particular also on the salary equivalence ratio, which
is mainly due to the size and structure of its workforce.
Principle 1.5.
The Company is aware of its impact on local communities, which is why it engages in various charitable activities aimed
at supporting those most in need, including foundations, orphanages, animal shelters and social care homes. The annual
amount of expenses allocated for this purpose has not been disclosed so far due to its low value in relation to the annual
revenue.
Principle 2.1.
The Company has not adopted a diversity policy with respect to its Management Board and Supervisory Board. In the
selection of persons holding positions on the Company's bodies, knowledge, competence and previous experience are of
decisive importance..
Principle 2.2.
The Supervisory Board of the Company is aware of the advantages of diversity, especially relating to gender balance.
Accordingly, the Supervisory Board, in an effort to increase diversity in the composition of the Management Board, on
27 May 2021 appointed (as of 1 June 2021) to the Company's Management Board Ms Karolina Bronszewska - as Member
of the Management Board for Marketing and Innovation. The Company currently has no positions on the Supervisory
Board filled by women.
Principle 2.6.
The deviation from this rule took place until 31 December 2021 and concerned only one member of the Management
Board, Mr. Alon Haver (he resigned as a member of the Company's Management Board as of 31 December 2021), for
whom serving on the Company's Management Board was not the main area of professional activity (he was also a member
of the Management Board in a company that was indirectly the Company's main shareholder (A. Luzon Group), but this
did not, in the Company's opinion, affect the reliable performance of his duties as a member of the Company's
Management Board. The additional activities of the other members of the Management Board do not require such a
commitment of time or effort as to adversely affect the proper performance of their functions in the Company.
Principle 2.7.
This rule is not applied at the Company, whereby members of the Management Board are required to make an appropriate
commitment of time and effort, and performing their functions on the Management Board, with one exception described
in the commentary to Rule 2.6 above, should constitute the main area of professional activity for a member of the
Company's Management Board. At the same time, the Regulations of the Management Board, reiterating the provisions
of the Commercial Companies Code, provide that a Member of the Management Board may not, without the Company's
consent, participate in a competitive company as a member of a corporate body or participate in another competitive legal
person as a member of its body. The consent on behalf of the Company is granted by the Supervisory Board.
Principle 2.11.5.
The annual expenditure incurred by the Company and its group to support culture, sports, charities, media, social
organizations, trade unions, etc., was not disclosed due to its low value in relation to annual revenue.
Principle 2.11.6
This principle is not applied as the Company does not have a Diversity Policy.
Principle 3.4.
In the Company, risk management and compliance are the responsibility of the management board, within the framework
of the remuneration received. However, the internal audit function of individual areas of the Company's operations is
outsourced to specialized external entities.
Principle 3.5.
The management board of the Company is responsible for risk management and compliance.
Ronson Development SE
Management Board Report
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Corporate governance statement
A. The application of the corporate governance principles
Principle 3.6.
The internal audit function of individual areas of the Company's operations is outsourced to specialized external entities.
Principle 4.1.
The shareholders of the Company have not expressed to the Company any expectations that the General Meeting should
be held using electronic communication means.
Principle 4.3.
In the Company's opinion, ensuring real-time transmission of the General Meeting is not justified due to the Company's
shareholding structure. Moreover, the shareholders of the Company have not expressed to the Company any expectations
that General Meetings be broadcast in real time.
Principle 4.4.
Since the time of holding general meetings of the Company in the territory of Poland there was no case of arrival of
representatives of the media at a general meeting of the Company or notification by a representative of the media of their
intention to be present at the general meeting.
Principle 4.8.
The Company in this respect applies the provision of Article 401 § 5 of the Commercial Companies Code, according to
which each shareholder may, during a general meeting, propose draft resolutions concerning issues included in the agenda.
Principle 4.11.
At least one member of the Management Board of the Company shall attend the General Meeting of the Company. The
decision of the members of the Supervisory Board to participate in the General Meeting is in each case an individual
decision of the respective member of the Supervisory Board. Furthermore, it is the Company's Management Board that
is the only body obliged to respond to the shareholder during the general meeting (Article 428 of the Commercial
Companies Code). Due to the generally small number of participants at the Company's general meetings, the Management
Board does not make a presentation of the financial results and other relevant information contained in the financial
statements, but only answers questions from shareholders or their proxies in this respect.
Principle 6.2.
The Company has only individual incentive schemes for the remuneration of members of the Management Boards,
understood in the sense that part of the remuneration is variable, related to the economic situation of the Company and
indicators such as financial results, sales results, or share price. Key managers are not covered by any incentive
programmes.
Principle 6.4.
Remuneration of members of the Supervisory Board is partly dependent on the number of meetings held. Remuneration
of members of committees (in addition to their remuneration as a member of the Supervisory Board) is solely dependent
on the number of meetings held by each committee. At the same time, the Chairman of the Supervisory Board - Mr Amos
Luzon does not receive direct remuneration from either the Company or its subsidiaries.
Ronson Development SE
Management Board Report
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Corporate governance statement
B. Description of the general features of the internal audit and risk management systems applied by the Company
with respect to the process of preparation of financial statements and consolidated financial statements
The Management Board of the Company is responsible for the internal control system in the Group and its effectiveness
in the preparing of financial statements and periodic reports prepared and published in accordance with the Regulation by
the Minister of Finance dated 29 March 2018 on the current and periodic submissions by securities issuers Regulation of
the Minister of Finance of 29 March 2018 on current and periodic disclosures by issuers of securities and conditions for
recognizing as equivalent information required by the law of a non-member state (Journal of Laws of 2018, item 757).
The Company’s Management Board analyses current financial results, of the Group and its subsidiaries by comparing
them with adopted budgets, on the basis of at least quarterly reports. At least once per quarter Management Board verifies
projection of Company cash flows and analyses adopted strategy of the Group.
Completeness, responsibility and verification in the preparation of financial information
The Group’s financial department prepares financial statements, interim and monthly management reports of the Group
and the Company under the supervision of the CFO of the Group. The Group’s reports are drafted by highly qualified
team of employees of the financial, accounting and legal departments. The preparation process is supervised by the
financial department’s mid-level management. The financial statements are verified by financial controller and CFO of
the Group. Pursuant to the applicable legal regulations, the Group’s financial statements are reviewed or audited,
respectively, by an independent statutory auditor. This is always a prime and highly qualified statutory auditor.
Consistent accounting policies are applied by the Group for presenting its financial details in the financial statements,
periodic financial reports and management reports.
C. The Company’s Articles of Association – the rules governing the amendments of the Articles of Association
During 2021, the Company’s Articles of Association were not subject to any changes.
According to the provisions of the Articles of Association and of the Commercial Companies Code, any amendment of
the Company’s Articles of Association requires a resolution of the General Meeting and entry in the register. A resolution
regarding amendments of the Company’s Articles of Association may be adopted by the General Meeting only by the
majority of three-fourths of the votes cast.
Ronson Development SE
Management Board Report
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Corporate governance statement
D. Share capital and Major Shareholders
Major Shareholders
To the best of the Company’s knowledge, as at the 15 March 2021, the following shareholders are entitled to exercise
over 5% of the voting rights at the General Meeting of Shareholders in the Company:
Shares
As of
Change in
number of
shares
As of
Change in
number of
shares
As of
15 March 2022 31 December 2021 31 December 2020
Number of shares / Number of shares / Number of shares /
% of shares % of shares % of shares
Shares issued: 164,010,813
-
164,010,813
-
164,010,813
I.T.R. Dori B.V.
(1)
108,349,187
-
108,349,187
-
108,349,187
66.06%
66.06%
-
66.06%
A. Luzon Group
54,093,672
8,201,224
45,892,448
45,892,448
-
32.98%
5.00%
27.98%
27.98%
0.00%
Nationale Nederlanden Otwarty
Fundusz Emerytalny
-
-
-
(23,880,000)
23,880,000
-
-
-
(
14.56%
)
14.56%
Metlife Otwarty Fundusz
Emerytalny
-
-
-
N/A
N/A
-
-
-
N/A
Between 5%
-
10%
Votes
As of
Change in
number of
shares
(2)
As of
Change in
number of
shares
(2)
As of
15 March 2022
31 December 2021
31 December 2020
Number of shares /
Number of shares /
Number of shares /
% of shares
% of shares
% of shares
Shares issued
(2)
: 162,442,859
-
162,442,859
(78,719)
162,521,578
I.T.R. Dori B.V.
(1)
108,349,187
-
108,349,187
-
108,349,187
66.70%
-
66.70%
0.00%
66.67%
A. Luzon Group
54,093,672
8,201,224
45,892,448
45,892,448
-
33.30%
5.05%
28.25%
28.25%
0.00%
Nationale Nederlanden Otwarty
Fundusz Emerytalny
-
-
-
(23,880,000)
23,880,000
-
-
-
(14.69%)
14.69%
Metlife Otwarty Fundusz
Emerytalny
-
-
-
N/A
N/A
-
-
-
N/A
Between 5%-10%
(1) The subsidiaries of A. Luzon Group.
(2) The overall number of votes decreased by the amount of votes resulting from own shares held by the Company, as in accordance with art. 364 § 2 of the Code
of Commercial Companies, it does not exercise voting rights from own shares.
The total number of own shares held by the Company as at 31 December 2021 and as at 15 March 2022 was 1,567,954,
which represented 0.96% of the total shares issued by the Company and of the voting rights at the General Meeting, in
accordance with Article 364 § 2 of the Commercial Companies Code, the Company does not exercise participation rights,
including voting rights, from its own shares.
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Management Board Report
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Corporate governance statement
D. Share capital and Major Shareholders
Rights to control
All the Company’s shares are common shares and none of them carries any special privileges.
Restrictions on the rights attached to the shares in respect of the exercise of the voting rights and the transfer of the
ownership of the Company’s securities
The Articles of Association of Ronson Development SE do not provide for any restrictions on the exercise of the voting
rights, such as the restriction on the exercise of the voting rights by holders of a certain portion or number of the votes,
the time restrictions on the exercise of the voting rights or the provisions stipulating that equity rights attached to securities
are separated from the ownership of securities.
There are no restrictions on the transferability of the ownership of the shares in Ronson Development SE.
E. General Meeting
The manner of operation of the General Meeting and its basic powers, the description of the shareholders’ rights and
the manner of their exercise, in particular the rules arising from the Rules of the General Meeting, provided such
Rules have been adopted, and provided such information does not arise directly from the law
The General Meeting of the Company has been held as either ordinary or extraordinary, and being one of the Company’s
governing authorities, it has operated pursuant to the legal regulations and the provisions of the Company’s Articles of
Association.
The General Meeting of the Company has not adopted its Rules, hence the manner of operation of that governing authority
is set down by the legal regulations, including the Commercial Companies Code and the Council Regulation (EC) No.
2157/2001 of 8 October 2001 on the Articles of Association for a European company (SE) (OJEU.L No. 294 of
10.11.2001), and also the Company’s Articles of Association.
The General Meeting of the Company is held at the Company’s registered office or in the city which is home of the
registered office of the company which operates a regulated market on which the Company shares are traded. The General
Meeting may also be held at another location within the territory of the Republic of Poland, however, in such case
important resolutions can only be adopted if the entire issued capital of the Company is represented in the General
Meeting.
General Meeting is convened by the Management Board or the Supervisory Board pursuant to the rules and procedures
set down in the Company’s Articles of Association or the legal regulations. The General Meeting is convened by an
announcement to be made not later than twenty-six days prior to the date of the General Meeting, in compliance with the
formal requirements envisaged in the Commercial Companies Code. The General Meeting is opened by the President of
the Management Board or the Vice-President and Finance Vice-President.
Resolutions of the General Meeting are adopted by the majority of the validly cast votes, without the requirement of a
quorum, unless the Company’s Articles of Association or the legal regulations specify otherwise. Votes attached to the
shares whose holders do not participate in the vote, abstain from voting or cast a blank or damaged ballot paper, are not
counted as votes cast.
In addition to other matters enumerated in the legal regulations and the Company’s Articles of Association, a resolution
of the General Meeting is required for the Company or its subsidiaries to acquire or dispose of assets whose value is equal
to or greater than one third of the value of the assets disclosed in the consolidated balance sheet and the explanatory notes
from the most recent approved annual financial statements of the Company. Subject to the foregoing, the acquisition and
disposal of real property, perpetual usufruct right or a share in real property, does not require a resolution of the General
Meeting.
In 2021, there was one Ordinary General Meeting of the Company’s shareholders.
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Corporate governance statement
E. General Meeting
The manner of operation of the General Meeting and its basic powers, the description of the shareholders’ rights and
the manner of their exercise, in particular the rules arising from the Rules of the General Meeting, provided such
Rules have been adopted, and provided such information does not arise directly from the law
The Ordinary General Meeting of the Company’s shareholders was held on 30 June 2021 in Warsaw. The agenda of the
Ordinary General Meeting included in particular the approval of the financial statements for the financial year 2020, the
acknowledgement of the fulfilment of duties by the members of the Management Board and the Supervisory Board as
well as: the distribution of net profit for the year 2020, the giving of an opinion on the Report on the remuneration of the
members of the Management Board and the Supervisory Board of Ronson Development SE for the years 2019 and 2020,
the adoption of an amendment to the Remuneration Policy for the members of the Management Board and the Supervisory
Board of Ronson Development SE, the adoption of a resolution on the approval of the conclusion of the indemnification
agreements with Karolina Bronszewska - a newly appointed member of the Management Board of the Company. The
course of the Ordinary General Meeting of Shareholders of the Company complied with the law and the provisions of the
Company's Articles of Association.
F. The Management Board
The composition of the Management Board and its changes
For the period from 1 January 2021 to 31 May 2021 the composition of the Board of Directors was as follows:
Boaz Haim, President of the Management Board
Yaron Shama, Finance Vice-President of the Management Board
Andrzej Gutowski, Vice-President of the Management Board for Sales and Marketing
Alon Haver, Member of the Management Board
In the period from 1 June 2021 to 31 December 2021 the composition of the Management Board was as follows:
Boaz Haim, President of the Management Board
Yaron Shama, Finance Vice-President of the Management Board
Andrzej Gutowski, Sales Vice-President of the Management Board
Karolina Bronszewska, Member of the Management Board for Marketing and Innovation
Alon Haver, Member of the Management Board
In the period from 1 January 2022 to the date of signing of this Directors' Report, the composition of the Management
Board was as follows:
Boaz Haim, President of the Management Board
Yaron Shama, Finance Vice-President of the Management Board
Andrzej Gutowski, Sales Vice-President of the Management Board
Karolina Bronszewska, Member of the Management Board for Marketing and Innovation
Changes in the composition of the Management Board
On 27 May 2021, the Supervisory Board of the Company appointed, as of 1 June 2021, Ms Karolina Bronszewska as
Member of the Management Board for Marketing and Innovation for a joint five-year term of office of the Management
Board of the Company, which started on 1 April 2019. At the same time, in connection with the appointment of Ms
Karolina Bronszewska as the Company's Management Board Member for Marketing and Innovation, the position title of
Mr Andrzej Gutowski was changed from "Vice-President of the Management Board for Marketing and Sales" to "Sales
Vice-President".
On 23 November 2021 Mr Alon Haver resigned from the position of Member of the Management Board of the Company
with effect from 31 December 2021.
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Corporate governance statement
F. The Management Board
The rules of appointment and removal of the Management Board members
According to the provisions of the Articles of Association the Company’s Management Board has at least three members
to be appointed and removed by the Supervisory Board. Irrespective of the competences of the Supervisory Board in this
respect, a member of the Management Board may be dismissed also by the general meeting.
The Supervisory Board appoints one member of the Management Board as the President of the Management Board and
at least one member of the Management Board as Vice President of the Management Board and Chief Financial Officer.
Notwithstanding the foregoing, the Management Board, by a resolution, may divide duties among its members.
The Management Board members are appointed for a joint, five-year tenure, which means that the mandate of the
Management Board member appointed prior to the expiry of the given tenure will expire at the same time as the mandates
of the other Management Board members.
The term of office of members of the Management Board was unified by a resolution of the Supervisory Board of 11
March 2019. In this resolution the Supervisory Board decided that the current term of office of the Company's
Management Board Members begins on 1 April 2019.
Each Management Board member may be elected for subsequent tenures, and also may be removed at any time prior to
the expiry of his or her tenure. The foregoing is without prejudice to any claims he or she may have under the employment
relationship or other legal relationship connected with his or her Management Board membership.
Each Management Board member may at any time tender his or her resignation. The resignation should be tendered in
writing to at least one of the other Management Board members, with a copy to the other Management and Supervisory
Board members.
The rules of operation of the Management Board and the rights of the Management Board members, in particular
the right to adopt a decision regarding an issue or buyback of shares
The Company’s Management Board operates pursuant to the Company’s Articles of Association, the Management Board
Rules (both these documents are available for review on the Company’s corporate website) and the legal regulations,
including to the Commercial Companies Code.
The Management Board manages the affairs of the Company and represents it before the courts of law, the administrative
authorities and also in dealings with third parties. The powers of the Management Board cover all the matters of the
Company which are not reserved by legal regulations, the Articles of Association or a resolution of the General Meeting
as falling within the powers of the other governing authorities of the Company.
Two members of the Company’s Management Board acting jointly have been required to represent the Company, and in
particular to make representations on behalf of the Company and of those jointly acting members of the Management
Board one has to be either the President of the Management Board or the Vice President of the Management Board and
Finance Vice President.
The Management Board operates pursuant to the Rules it adopted, in the wording approved by the Supervisory Board on
17 December 2018.
The President of the Management Board directs the work of the Management Board, and in particular coordinates,
supervises and organizes the work of the Management Board members and arranges Management Board meetings.
The Management Board may divide its duties among its members.
The Management Board must immediately inform the Supervisory Board about any matters likely to have a significant
impact on the Company’s functioning, and at least once every three months about the management of the Company’s
affairs and the expected development of the Company’s activity and the parameters applied with respect to such
expectations, should they change. When requested by any member of the Supervisory Board, the Management Board
must provide such information in writing or on other durable media.
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Corporate governance statement
F. The Management Board
The rules of operation of the Management Board and the rights of the Management Board members, in particular
the right to adopt a decision regarding an issue or buyback of shares
The Management Board is required to provide to the Supervisory Board members, whenever requested by them, minutes
from the Management Board meetings held.
The Management Board adopts resolutions during meetings which may be held either with its members being present in
person or by means of remote communication devices (teleconferences), or also by means of circular resolutions.
Each Management Board member has the right to cast one vote during the Management Board meeting. All resolutions
of the Management Board require an absolute majority of votes. Resolutions regarding the acquisition of real property,
perpetual usufruct right or share in real property are adopted by the Management Board by an absolute majority of the
votes cast, including the approving vote of the President of the Management Board or the Vice President of the
Management Board and Finance Vice President, with account being taken of the provisions of the Articles of Association.
In connection with the implementation of the treasury shares repurchase program that was approved under resolution No.
21 of the Ordinary General Meeting dated 30 June 2020 regarding the approval of a buy-back program (the “Authorization
Resolution”), the Management Board of the Company on 1 July 2020 resolved to determine the detailed terms of the
repurchase of the shares in the Company (“Buy-back”), which were also approved by the Supervisory Board of the
Company. The treasury shares will be acquired under the Buy-back until three years starting from the adoption of the
Authorization Resolution, by way of transactions concluded on the regulated market and on terms similar to those
provided in the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No.
596/2014 of the European Parliament and of the Council with regards to regulatory technical standards for the conditions
applicable to buy-back program and stabilization measures, in particular in terms of determining the price and the number
of the shares, which may be acquired pursuant to the Buy-back. The maximum amount allocated for the purchase of all
of the shares pursuant to the Buy-back shall not be higher than PLN 1,369,761.99 (one million, three hundred and sixty-
nine thousand, seven hundred and sixty-one zloty and 99/100).
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Corporate governance statement
G. The Supervisory Board
The composition of the Supervisory Board and its changes
The members of the Company’s Supervisory Board are as follows:
Amos Luzon – Chairman of the Supervisory Board,
Przemysław Kowalczyk – Member of the Supervisory Board,
Alon Kadouri – Member of the Supervisory Board,
Ofer Kadouri – Member of the Supervisory Board,
Piotr Palenik – Member of the Supervisory Board,
Shmuel Rofe – Member of the Supervisory Board.
The rules of appointment and removal of the Supervisory Board members
According to the provisions of the Articles of Association the Supervisory Board has at least 5 (five) and not more than
9 (nine) members, of whom at least two members should meet the criteria of independence within the meaning of Article
129.3 of the Statutory Auditors, Audit Firms and Public Supervision Act of 11 May 2017 (consolidated text: Official
Journal of Laws of Poland of 2020 item 1415, as amended), and at least one member should have skills and knowledge
of accounting or auditing of financial statements. The General Meeting sets the number of the Supervisory Board members
for a given tenure.
The Supervisory Board members are appointed and removed by the General Meeting by an absolute majority of votes.
Voting on appointments and removals of the Supervisory Board members is secret.
The Supervisory Board members are appointed for a joint, five-year tenure.
Prior to being appointed to the Supervisory Board, a candidate for an independent member of the Supervisory Board must
submit a written declaration to the effect that he or she meets the criteria of independence referred to above.
If the mandate of a member of the Supervisory Board expires prior to the end of his or her tenure due to resignation or
death, the other Supervisory Board members may elect (co-opt) a new member of the Supervisory Board. The first next
General Meeting should approve the election of the co-opted member of the Supervisory Board or appoint another
member of the Supervisory Board to replace the member co-opted by the Supervisory Board. The election by the General
Meeting of a new member of the Supervisory Board to replace the co-opted member, or refusal to approve the co-opted
member, terminates the mandate of the co-opted member of the Supervisory Board, however, without affecting the
validity and effectiveness of the actions taken by such member since the date of his or her being co-opted to the
Supervisory Board.
The number of the Supervisory Board members who have been co-opted to the Supervisory Board by the Board itself and
have not yet been approved by the General Meeting cannot be greater than half of all the members elected by the General
Meeting.
The rules of operation of the Supervisory Board
The Company’s Supervisory Board operates pursuant to the Company’s Articles of Association, the Supervisory Board
Rules (both these documents are available for review on the Company’s corporate website) and the legal regulations,
including the Commercial Companies Code.
The duties and powers of the Supervisory Board are set down in the Articles of Association and the legal regulations in
force. The duty of the Supervisory Board is to exercise supervision over all the areas of the Company’s activity. While
performing their duties, the Supervisory Board members should consider the interests of the Company and its business.
The duties of the Supervisory Board have included among others:
a. to assess the Management Board report on the Company’s activity and the financial statements for a given financial
year in terms of their consistency with the accounting books and the actual state of affairs;
b. to assess the Management Board proposals regarding distribution of profits or covering of losses;
c. to submit to the General Meeting annual written reports on the outcomes of the assessments referred to in points a and
b above;
d. to elect a statutory auditor to audit financial statements;
e. to approve annual and long-term business plans of the Company;
f. do other things as envisaged by the Articles of Association and the Commercial Companies Code.
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Corporate governance statement
G. The Supervisory Board
The Supervisory Board members will be given access to the buildings, facilities and sites of the Company and will be
authorised to review the books and files maintained by the Company and other data media in the Company’s possession.
For this purpose, the Supervisory Board may appoint one or more persons from among its members or an expert.
The Supervisory Board has the right to engage services of experts also in other situations.
The acquisition and sale by the Company or its subsidiary of an asset or assets with a unit value or total value greater than
PLN 45,000,000 (forty-five million zlotys) requires the consent of the Supervisory Board.
The Supervisory Board may use the offices and technical facilities of the Company. The Company’s Management Board
will provide the Supervisory Board with administrative and technical support services. The operating costs of the
Supervisory Board are covered by the Company.
The Supervisory Board meetings are convened as needed, however, not less frequently than three times per financial year.
The Supervisory Board meetings are to be chaired by the Chairman of the Supervisory Board. The Supervisory Board
meetings may be attended by the President of the Management Board or other Management Board members.
The Chairman of the Supervisory Board is required to convene a meeting of the Supervisory Board upon a written request
of any member of the Company’s Supervisory or Management Board. Such meeting should be held within two weeks
from the request. Each Supervisory Board member has one vote during the Supervisory Board meeting. All resolutions
of the Supervisory Board are adopted by an absolute majority of the votes cast, with at least half of its members present.
In case the votes are tied, the Chairman of the Supervisory Board has a casting vote.
The Supervisory Board may adopt resolutions by means of circular resolutions or by means of remote communication
devices. A resolution is valid provided all the Supervisory Board members have been notified of the draft of such
resolution.
The Supervisory Board members may participate in the adoption of resolutions by casting their vote in writing through
another member of the Supervisory Board. Votes cannot be cast in writing on matters placed on the agenda during the
Supervisory Board meeting.
Resolutions cannot be adopted by means of circular resolutions or by means of remote communication devices when they
concern appointments of the Chairman and Vice Chairman of the Supervisory Board, appointment of a member of
the Management Board, and removal or suspension of those persons.
The Supervisory Board meetings may be held without being formally convened provided all its members are present and
none of them raises any objection to either holding the meeting without it being formally convened or its agenda.
H. The Supervisory Board Committees
According to the provisions of the Articles of Association the Supervisory Board must establish two committees: the
Supervisory Board Audit Committee and the Supervisory Board Remuneration Committee. Moreover, the Supervisory
Board may establish from among its members other committees, either standing or ad hoc ones, and task them in particular
with preparing certain matters for discussion during the meeting of the Supervisory Board.
In 2021, the Company had two unchanged Supervisory Board committees - the Audit Committee (composed of: Shmuel
Rofe as Chairman, Ofer Kadouri and Przemysław Kowalczyk) and the Remuneration Committee (composed of: Alon
Kadouri as Chairman, Piotr Palenik and Shmuel Rofe).
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Corporate governance statement
H. The Supervisory Board Committees
The Audit Committee
The Audit Committee is the standing committee of the Supervisory Board.
According to the Rules of the Audit Committee in the wording adopted on 10 December 2018, the Audit Committee has
3 members, including the Chairman of the Audit Committee, elected by the Company’s Supervisory Board from among
its members, however at least one member must have skills and knowledge of accounting or auditing of financial
statements, at least one member must have skills and knowledge of the industry in which the Company operates or
individual members in their respective scopes must have skills and knowledge of this industry, and the majority of
the Audit Committee members, including its Chairman, must be independent within the meaning of Article 129.3 of
the Statutory Auditors, Audit Firms and Public Supervision Act of 11 May 2017.
The Audit Committee members who meet the statutory criteria of independence are Shmuel Rofe (the Chairman of Audit
Committee) and Przemysław Kowalczyk.
The Audit Committee members who have skills and knowledge of accounting or auditing of financial statements are Ofer
Kadouri, Shmuel Rofe and Przemysław Kowalczyk.
The Audit Committee members who have skills and knowledge of the industry in which the Company operates are Shmuel
Rofe and Przemysław Kowalczyk.
Ofer Kadouri holds BA in economics and accounting and has been a certified accountant in Israel since 1989. In his work
as an accountant, he is the managing partner of an accounting firm whose clients include companies from the construction
industry.
Przemysław Kowalczyk acquired his skills and knowledge of accounting while he served as the Chief Financial Officer
of Hyundai Motor Poland, being responsible for accounting, finances and controlling. He acquired his skills and
knowledge of the industry in which the Company operates during his many years of service as a member of the Company’s
Supervisory Board (since 2011).
Shmuel Rofe, since 2014 is an entrepreneur and consultant in real estate. From 2009 until 2013 he served as Chief
Executive Officer of Ogen Properties Ltd. During the years 2004 through 2009 he was a Chief Financial Officer and
a Chief Executive Officer of Gilaz Properties Ltd. Earlier he served for four years as Chief Financial Officer of Zementcal
Ltd. Earlier he also performed a role of controller at Haifa University, Israel.
The tenures and mandates of the Audit Committee members expire on the expiry date of their tenure and mandate as
members of the Company’s Supervisory Board. When a member is removed or resigns from the Audit Committee,
the Supervisory Board is required to immediately appoint a replacement member of the Audit Committee.
The organisation, manner of operation and powers of the Audit Committee are set down in the Audit Committee Rules
which are published on the Company’s corporate website.
The duties of the Audit Committee include in particular:
‒ to make recommendations on appointment, reappointment and removal by the Company’s Supervisory Board of
an external statutory auditor or audit firm to audit the financial statements, and to assess the levels of remuneration and
the terms and conditions of engagement of a statutory auditor or audit form, and to assess their independence;
‒ to prepare and apply the policy and procedure for the selection of an audit firm to audit the financial statements of the
Company, to be adopted in the form of a resolution of the Audit Committee;
‒ to prepare a policy concerning the provision by the audit firm selected to audit the financial statements of the Company,
the affiliates of such firm, and also by a member of the audit firm network, of the permitted services other than auditing
of the Company’s financial statements, to be adopted in the form of a resolution of the Audit Committee;
‒ to perform an initial assessment of the financial statements and monitor the Company’s financial reporting process;
‒ to supervise, monitor and advise the Management Board on the internal risk management and control systems, including
to supervise and implement the relevant provisions and legal regulations, and also to supervise the effects of the
application of the codes of conduct;
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H. The Supervisory Board Committees
The Audit Committee
‒ to monitor, in consultation with statutory auditors or audit firms of the Company, the financial audit procedures and
activities of the Company, the fairness of the Company’s financial statements and all the formal representations and
declarations relating to the Company’s financial results, and also to verify the significant financial assumptions and
estimates included therein, and to make recommendations on these areas to the Company’s governing authorities and to
notify the Supervisory Board about audit results, the role of the Audit Committee and fairness;
‒ to supervise disclosure and reporting of financial information by the Company;
‒ to supervise the compliance with recommendations and observations of internal auditors and external statutory auditors
or audit firms of the Company;
‒ to monitor and supervise the internal audit activities and functioning;
‒ to supervise the financing of the Company;
‒ to supervise the use of ICT systems and tools;
‒ to liaise on permanent basis and supervise the relations with external statutory auditors or audit firms of the Company.
In 2021, the Audit Committee held four meetings in the form as teleconference.
The Remuneration Committee
The Remuneration Committee is the standing committee of the Supervisory Board.
According to the Rules of 10 December 2018, the Remuneration Committee has three members, including the Chairman
of the Remuneration Committee, to be elected by the Company’s Supervisory Board from among its members. According
to the Rules of the above committee:
‒ at least two of the three members must be independent,
‒ the current (former) members of the Management Board and members of the management boards of other listed
company may not act (simultaneously) as the Chairman of the Remuneration Committee, and
‒ not more than one of the three members may (simultaneously) act as a member of another, listed, public company.
Persons who meet the statutory independence criteria in the Remuneration Committee are Shmuel Rofe and Piotr Palenik.
All current members of the Remuneration Committee meet the remaining criteria.
The tenures and mandates of the Remuneration Committee members expire on the expiry date of their tenures and
mandates as members of the Company’s Supervisory Board.
The duties of the Remuneration Committee include in particular:
- to make proposals regarding the remuneration policy applicable to the Management Board members;
- to make proposals regarding remuneration of individual Management Board members, which will be adopted by
the Supervisory Board and which in any case should include (i) the remuneration structure, and (ii) the amount
of fixed remuneration, shares and/or options and/or other variable elements of remuneration, pension rights,
severance pay, and other forms of awardable remuneration, and also the performance criteria and their
application;
- to recommend and monitor the levels and structures of remuneration provided to the top level management;
- to ensure that the contractual terms and conditions of the termination of employment contract and all the
associated payments are fair both for a given employee and from the Company’s point of view, and that no errors
or misconduct are awarded, and that the duty to limit losses is fully reflected in such terms and conditions.
In 2021, the Remuneration Committee held no meetings.
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Corporate governance statement
I. Shares in the Company owned by Management Board and Supervisory Board members in the year ended
31 December 2021 and until the date of publication of the report
The members of the Management Board did not hold any shares in the Company during the year ended 31 December
2021 and until the date of this Report.
Mr Piotr Palenik (Supervisory Board Member) held 20,000 (twenty thousand) ordinary bearer shares in the Company's
share capital, representing approximately 0.012% of the Company's share capital and conferring the right to exercise
approximately 0.012% of the total vote at the Company's General Shareholders Meeting, however on 22 September 2021
he notified the Company about direct disposal of these shares.
The other members of the Supervisory Board did not hold any shares in the Company in 2021 and do not hold any shares
in the Company as at the date of this Report, however Amos Luzon Development and Energy Group Ltd. ("Luzon
Group"), an entity closely related to Mr. Amos Luzon, acting as Chairman of the Company's Supervisory Board, Mr. Ofer
Kadouri, acting as Member of the Company's Supervisory Board, and Mr. Alon Haver, acting (until 31 December 2021)
as Member of the Company's Management Board, during the period from 13 August 2021 to 31 December 2021, directly
acquired a total of 45,892,448 (in words: forty-five million eight hundred ninety-two thousand four hundred forty-eight)
shares in the Company, representing approximately 27.98% of the total number of votes at the Company's general
meeting.
As a result of those transactions, as at 31 December 2021, the Luzon Group held in total, directly and indirectly,
155,809,589 ordinary bearer shares in the Company, representing approximately 94.9996% of the Company's share
capital, including 108,349,187 shares (approximately 66.06% of the Company's share capital) through I.T.R Dori B.V.
Rotterdam, 45,892,448 shares (approximately 27.98% of the Company's share capital) directly and 1,567,954 shares
(approximately 0.956% of the Company's share capital) indirectly in the Company's own shares, whereby, in accordance
with Article 364 § 2 of the Code of Commercial Companies, the Company does not exercise participation rights, including
voting rights, from its own shares.
As at the date of this Report, the Luzon Group held in total, directly and indirectly 164,010,813 shares in the Company
representing 100% of the Company's share capital (please see “Purchase of shares by the majority shareholder” in the
Note 36 to the Consolidated Financial Statements)
J. Policy on diversity
The Company has not adopted a policy on diversity. When electing persons to serve in the Company’s governing
authorities, and directors of the departments within the organizational structure of the Company, the key selection criteria
are the knowledge, competences and previous experience, whereas gender and age are of secondary importance.
At present, the Company currently has one position in its management and supervisory bodies filled by a woman -
Karolina Broszewska. The Supervisory Board is aware of the advantages of the diversity, especially as regards the gender
equality. That is why the Supervisory Board continues efforts to enhance the diversity of the Management Board.
K. Appointment of the Auditor
The Company applies, adopted on 10 December 2018 by resolution of the Audit Committee of the Supervisory Board,
Policy and procedure for the selection of an audit company and the Policy for the provision of additional non-audit
services by an audit firm or its affiliate.
The main assumptions underlying the Policy concerning the selection of an audit firm to audit the financial statements of
the Company are as follows:
1. According to the Company’s Articles of Association, an entity authorized to audit financial statements is selected by
the Supervisory Board by a resolution, acting upon the recommendations of the Company’s Audit Committee.
2. The Audit Committee, prior to making the recommendation, and then the Supervisory Board, during the selection of
the audit firm to audit the financial statements of the Company from among those recommended by the Audit Committee,
consider the following criteria relating to the entity authorized to audit the financial statements of the Company:
a) impartiality and independence of the entity;
b) its reputation in the financial markets, and also the references, if they were requested in the request for proposal;
c) the price quoted by the entity;
d) the experience in auditing of financial statements of companies listed on the Warsaw Stock Exchange;
e) the guarantee of proper provision of the services requested by the Company;
f) the professional qualifications and experience of the persons to be directly involved in the provision of the services for
the Company;
g) the availability to perform an audit within the timeframes indicated by the Company.
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Corporate governance statement
K. Appointment of the Auditor
The main assumptions of the procedure for the selection of an audit firm to audit the financial statements of the Company
are as follows:
1. The request for proposal connected with the selection of an audit firm to perform a statutory audit the Company’s
financial statements is to be prepared by the Chief Financial Officer of the Company or the person acting upon his or her
instruction, by 30 September of the year preceding the audit year. The request for proposal is to be sent to at least two
entities authorised to audit financial statements and must state the requirements that must be met by them. The requirement
to send a request for proposal to at least two entities does not apply to a renewal of the financial statements audit contract.
The Audit Committee, after consulting with the Chief Financial Officer, has the right to appoint additional entities
authorised to audit financial statements to which the request for proposal should be sent.
2. The proposals received by the Company in response to the requests for proposals sent are to be passed on to the Audit
Committee which will analyse the proposals sent based on the criteria specified in the policy for the selection of audit
firms and the requirements set down in the legal regulations in force.
3. The Audit Committee may set dates of meetings with all or some of the entities authorised to audit financial statements
which have sent their proposals, with a view to obtaining additional information from such entities and having
negotiations with them.
4. The above meetings and negotiations must be approved by the Audit Committee.
5. An audit firm is to be selected with account being taken of the rule of rotation of an audit firm and the key statutory
auditor to ensure that the maximum uninterrupted duration of the statutory audit engagement with the same audit firm or
its affiliated audit firm or any member of the network operating in any of the European union member states to which
such audit firms belong, does not exceed five years, and the key statutory auditor does not carry out statutory audits of
the Company for longer than five years.
6. The key statutory auditor may carry out statutory audits of the Company after at least three years have passed since the
end of his or her last statutory audit. The main assumptions underlying the Policy for the provision of additional non-
audit services by an audit firm or any entity affiliated with such audit firm, are as follows:
1. A statutory auditor or an audit firm carrying out statutory audits of the Company, or any member of the network to
which the statutory auditor or the audit firm belongs, may not directly or indirectly provide to the Company any
prohibited non-audit services indicated in Article 5.1(2) of the Regulation (EU) No. 537/2014 of the European
Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest
entities and repealing Commission Decision 2005/909/EC.
2. The provision of the permitted services is possible only to the extent unrelated to the Company’s tax policy, following
the Audit Committee’s assessment of the threats to independence and the safeguards applied in accordance with
Articles 69–73 of the Statutory Auditors, Audit Firms and Public Supervision Act of 11 May 2017. This will require
the consent of the Audit Committee and a recommendation on the services to be supplied.
3. The prohibited non-audit services mean:
a) tax services relating to:
(i) preparation of tax forms;
(ii) payroll tax;
(iii) customs duties;
(iv) identification of public subsidies and tax incentives unless support from the statutory auditor or the audit firm in
respect of such services is required by law;
(v) support regarding tax inspections by tax authorities unless support from the statutory auditor or the audit firm in
respect of such inspections is required by law;
(vi) calculation of direct and indirect tax and deferred tax;
(vii) provision of tax advice;
b) services that involve playing any part in the management or decision-making of the audited entity;
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Corporate governance statement
K. Appointment of the Auditor
3. The prohibited non-audit services mean (cont):
b) services that involve playing any part in the management or decision-making of the audited entity;
c) bookkeeping and preparing accounting records and financial statements;
d) provision of tax advice;
e) designing and implementing internal control or risk management procedures related to the preparation and/or control
of financial information or designing and implementing financial information technology systems;
f) valuation services, including valuations performed in connection with actuarial services or litigation support services;
g) legal services, with respect to:
(i) the provision of general counsel;
(ii) negotiating on behalf of the audited entity; and
(iii) acting in an advocacy role in the resolution of litigation;
h) services related to the audited entity's internal audit function;
i) services linked to the financing, capital structure and allocation, and investment strategy of the audited entity, except
providing assurance services in relation to the financial statements, such as the issuing of comfort letters in connection
with prospectuses issued by the audited entity;
j) promoting, dealing in, or underwriting shares in the audited entity;
k) human resources services, with respect to:
(i) management in a position to exert significant influence over the preparation of the accounting records or financial
statements which are the subject of the statutory audit, where such services involve:
‒ searching for or seeking out candidates for such position; or
‒ undertaking reference checks of candidates for such positions;
(ii) structuring the organisation design and cost control.
A statutory auditor or an audit firm carrying out statutory audits of the Company, or any member of the network to which
the statutory auditor or the audit firm belongs, may not directly or indirectly provide to the Company any prohibited non-
audit services:
a) in the period between the beginning of the period audited and the issuing of the audit report; and
b) in the financial year immediately preceding the period referred to in point a) legal services, with respect to (i) the
provision of general counsel, (ii) negotiating on behalf of the audited entity, and (iii) acting in an advocacy role in the
resolution of litigation.
The selection procedure for the audit company for 2021 was made together with the selection of the audit company for
2020.
The recommendation made by the Audit Committee on the selection of an audit firm to audit the financial statements for
the financial year 2020 and 2021 complied with the terms and conditions in force and was made following the completion
of the selection procedure organized by the Company which meets the applicable criteria.
On 7 January 2020, the Company concluded an agreement with PricewaterhouseCoopers Polska spółka z ograniczoną
odpowiedzialnością Audyt sp.k. with its registered office in Warsaw to audit the Company's Financial Statements and the
Group's Consolidated Financial Statements for the years ended 31 December 2020 and 31 December 2021, as well as the
review of the Company's Condensed Interim and quarterly Financial Statements and the Group's Condensed Interim and
quaterly Consolidated Financial Statements. In addition, the agreement includes verification of the Financial Statements
and presentation of a separate report, in an agreed form, directly to the auditors of the main shareholder of the Company.
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Corporate governance statement
K. Appointment of the Auditor
The selection of an audit firm to audit the consolidated and standalone financial statements for the years ended 31
December 2020 and 31 December 2021 of the Company and the Group was made by the Supervisory Board in the
resolution of 4 December 2019, after the recommendation of the Company’s Audit Committee of 6 November 2019.
Apart of the aforementioned services, in 2021 the Company did use additional attestation services from
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. in relation to inclusion of the
Company's financial statements in the A. Luzon Group's prospectus, prepared in connection with the admission of bonds
issued by A. Luzon Group to trading on the regulated market in Israel, as well as additional assurance services relating to
the inclusion of the Company's financial statements in the Company's information memorandum prepared in connection
with the offering of bonds issued by the Company.
Information on the remuneration paid and payable for the financial year and previous financial year, separately for the
audit of the annual financial statements, other assurance services, including a review of the financial statements, tax
advisory services and other services are included in the Note 17 of the Consolidated Financial Statements for the year
ended 31 December 2021.
Statement of the Management Board regarding on choosing the auditor
In accordance with 70 sec. 1 point 7 and § 71 sec. 1 point 7 of the Regulation of the Minister of Finance dated as of 29
March 2018 regarding current and periodic information published by issuers of securities and conditions for recognizing
as equivalent information required by the laws of a non-member state (Journal of Laws of 2019 r, item no. 757), based
on the statement of the Supervisory Board dated 15 March 2022, the Management Board hereby declares that the choice
of a PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. (company auditing annual
standalone and consolidated financial statement) was executed by the Company in accordance with the provisions of law
relating to selection and procedure of choosing the audit company, including in particular:
a) within the Company the selection of the auditor company was executed to perform the audit of the annual
standalone and consolidated financial report for the financial year ended 31 December 2021 in accordance with
the generally applicable provisions of law. The Company has its internal procedure for selection of the audit
company and the selection of the auditor company was executed in accordance with this procedure. The choice
of the auditor auditing the financial statements was made by the Supervisory Board by adoption of a resolution
dated as of 4 December 2019 acting pursuant to the recommendation of the Audit Committee as of 6 November
2019;
b) the audit company, as well as members of the team that performed the audit of the annual standalone and
consolidated financial statements for the financial year ended 31 December 2021, met the criteria for execution
of an unbiased and independent audit report of the annual financial statements in accordance with the applicable
provisions of law, professional standards as well as the rules of the professional ethics;
c) the Company abides the applicable provisions of law relating to the rotation of the audit firm and the key statutory
auditor and mandatory grace periods;
d) within the Company there is the policy of selecting an auditing company and a policy on rendering by the audit
company, an entity related to the auditing company or a member of its network of additional non-audit services,
including conditionally exempted services rendered by the audit company, which policies and procedures have
been adopted in a form of the resolution of the Audit Committee dated as of 10 December 2018.
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Statement of the Management Board regarding financial statements
and the Management Board Report
The Management Board of Ronson Development SE hereby declares that:
a) to the best of its knowledge, the annual financial statements of the Company and Consolidated Financial
Statements of the Group and comparative data have been prepared in accordance with the applicable accounting
principles and that they reflect in a true, reliable and clear manner financial position of the Company, the Group
and its financial result,
b) the Management Board Report contains a true picture of the Company’s and Group’s development and
achievements, as well as a description of the main threats and risks;
This Management Board Report of activities of the Company and the Group in 2021 was prepared and approved by
the Management Board of the Company on 16 March 2022.
The Management Board
___________________
Boaz Haim
President of the Management Board
___________________
Yaron Shama
Finance Vicepresident of the Management Board
___________________
Andrzej Gutowski
Sales Vicepresident of the Management Board
___________________
Karolina Bronszewska
Member of the Management Board for Marketing and Innovation
