The Management Board Report on the activity of the Issuer Suwary Spółka Akcyjna

for the period January 1st 2010 – December 31st 2010

Declaration by the Management Board The Management Board of SUWARY S.A. declares that to the best of its knowledge the financial statements and the comparable data have been developed in compliance with the existing accounting principles, and that they reflect the economic and financial position of SUWARY S.A. and its financial result in a true, accurate, and clear manner, and that the Annual Report of the Management Board provides a true picture of the Company’s development, achievements, and position.

Declaration by the Management Board on the appointment of an entity authorised to audit the financial statements

The Management Board of SUWARY S.A. declares that the entity authorised to audit financial statements which carried out the audit of the annual financial statement, has been selected in accordance with the existing laws, and that this entity and the certified auditors reviewing the statements meet all the requirements for issuing an unbiased and independent report on the audit, in compliance with the governing laws.

Pabianice, 28.04.2011 Information required by the accounting act: Material events in the financial year:

• On March 4th 2010 changes in the composition of the Company’s Management Board took place. Mr Wojciech Sobczak resigned from the position of the Vice-President of the Management Board. By its resolutions the Supervisory Board appointed a new composition of the Management Board represented by:

Walter Tymon Kuskowski – President of the Management Board Iwona Menes-Malinowska – Vice-President of the Management Board

• In 2010 the Management Board started their work on the Company’s Development Strategy for the years 2010-2016 , setting the following two direction of the development:

- organic growth - M&A investment

The final document was developed and published in 4Q 2010. Part of the projects initiated in 2010 have been included in the development plan for the years to come.

• In 2010 the Company restructuring process was under way. These actions were mainly linked with acquiring an extra production space in order to implement the development strategy prepared by the Management Board. The Management Board decided to separate the packing production from the production of injection-moulded products. Consequently, in the first half-year of 2010 the injection-moulding process was relocated to the production rooms rented in Bydgoszcz. Releasing production space made it possible to prepare a development

plan for new investments in packaging production in Pabianice. As a result, a production department located outside the territory of Pabianice was separated within the organisational structure of the Company. The Management Board continued the process of verifying and changing the Company’s employment structure.

• In the 2nd half of 2010 the Company resolved to expand its packaging production for the new market segments, mainly for the food processing industry. Production assets for PET packaging were purchased from the Unipet company. The machines were installed in the released production space in Pabianice and, in addition, in the production area rented in Bydgoszcz. The decision on the two locations was related to optimising the costs of transport to the customers.

• In June 2010 the Management Board of Suwary S.A. concluded with Wentworth Tech Sp z o. with its registered office in Poniatowa a contract for the sale of 51 936 shares, which represented 6.19 % of the Company’s share capital. Following this transaction Suwary S.A. does not hold any own shares.

• In 2010 the Management Board adopted a decision on an M&A investment. In 3 Q the Company acquired 80% of shares in Kartpol Group Sp z o.o. Kartpol is one of the four key European manufacturers of packaging for silicone and sealants, as well as for additives for cartridges applied in the construction chemicals industry. In the future the Management Board intends to acquire the remaining 20% of shares in Kartpol Group Sp z o.o.

• In 3 Q Suwary S.A. established a new company acting under the business name Suwary Tech Sp z o.o. with 100 % of shares held by Suwary S.A. Suwary Tech Sp z o.o. was established in order to implement the project on the building of a new production plant and running plastic packaging production in the Łódź Special Economic Zone (ŁSEZ).

• On December 21st 2010 Suwary Tech Sp z o.o. was granted a licence to conduct business activity in the ŁSEZ.

• In 3 Q 2010 Suwary S.A. concluded a preliminary agreement with Suwary Tech Sp z o.o. for the sale of real property in the form of two plots of land with the total area of 3.9 ha.

• In 4 Q 2010 the Company received a grant (in the amount equal to 47% of the net value of the entire project) for the co-financing of the project in the purchase of a production line for up to 30L multi-layer packaging, under the Priority Axis III: Economy, Innovation, Entrepreneurship of the Regional Operational Programme for the Łódzkie Voivodship within the period 2007-2013.

• In December 2010 the Company received technology credit commitments for the following two project:

- an innovative technology of a special cooling system for blow-moulds for the production of plastic packaging

- implementation of an new technology for the production of plastic packaging for application in ex-zones

The maximal amount of grants for each of the projects represents 45% of the total project value.

• In June 2010 an Ordinary General Meeting of the Company’s Shareholders adopted a resolution on implementing amendments to the Articles of Association related to the Company’s financial year. Following the amendments, a period of 12 consecutive

months from October 1st to September 30th of the next year is a financial year in the Company. The Company’s financial year is also its tax year.

Material events after the end of the financial year up till the date of approving this financial statement

• In January 2011 the Company concluded a contract for the supply of an up to 30 L multi-layer packaging production line. The purchase of the line is another step towards the implementation of the project co-financed with the grant the Company received under the Priority Axis Economy, Innovation, Entrepreneurship of the Regional Operational Programme for the Łódzkie Voivodship within the period 2007-2013.

• On March 2nd 2011 the Company concluded a contract with Suwary Tech Sp z zo.o. (a subsidiary of Suwary S.A) for the transfer of ownership of real estate in the form of plots of land No. 2162/7 with the area of 2 058 m2 and No. 2161/42 with the area of 3.6566 ha located in Ksawerów. The transfer of ownership of the aforementioned real property was executed on the basis of a contingent sale contract concluded on February 15th 2011 on the condition that the Ksawerów Commune and the ŁSEZ do not exercise their pre-emptive right. In accordance with the declarations submitted by the Ksawerów Commune and the ŁSEZ, the both entities waived their pre-emptive right.

• On April 6th 2011 the Company terminated the private offer for the sale of the C series shares. Under this offer, investors took 419 550 shares offered at the issue price of PLN 16.10 per share.

• On April 18th 2011 the National Depository of Securities adopted a resolution on the split of the Company’s shares in the 1:5 proportion. The split was performed on April 26th 2011. Major achievements in R & D Projects under way in 2010:

• Designing the 3L and 5L HDPE packaging, salt spreader type, for bulk anti-slip materials

• Developing a production technology and a design of a blow-mould for the production of the salt spreader type packaging designed for bulk anti-slip materials

• Designing salt spreader closures • Developing a production technology and a design of a blow-mould for the production

of closures for the salt spreader type packaging • Designing the PET 2L, 4L, 5 L packaging family • Designing a new HDPE 30 L suitcase type canister • Designing a mould for the production of the 30 L suitcase type canister • Designing moulds for the production of caps type CRC Ø 38 and Ø 38 for general

applications • Designing moulds for the production of up to 1L HDPE packaging applied in the

cosmetic industry • Designing HDPE packaging of 5L and 6 L volume • Designing mould for the production of HDPE packaging of 5L and 6 L volume • Designing moulds for the production of 2 L HDPE packaging, with a square cross-

section • Designing a mould for a new type of warning triangle

Projects implemented in 2010:

• 3L and 5 L salt spreader type packaging including a closure • 30L suitcase type canister • caps type CRC Ø 38 and Ø 38 for general applications • up to 1 L packaging for the cosmetic industry applications • 5L and 6 L packaging • 2 L packaging with a square cross-section • 0.25L – 5 L PET packaging applied in the food and chemical industries

Current and expected financial position In 2010 the Company’s financial position remained at a level similar to the previous years. Against 2009, the year 2010 saw an increase in revenues and a decrease in the net profit value. The lower net profit was mainly caused by one-off events such as: � expenses related to receiving a grant from the EU � expenses resulting from including the owned real property in the ŁSEZ, as well as

other costs in connection with the implementation of the Zone project � expenses incurred in relation with the purchase of 80% of the share capital of Kartpol

Group Sp z o.o. � expenses related to the relocation of part of operations to the production Department in

Bydgoszcz � expenses incurred in relation with the restructuring process

Also, the 2010 return on Suwary S.A. core business was lower. The current financial position of the Company as on the date of this report is good. The Company maintains liquidity and has sufficient financial resources to implement the scheduled projects. The return still remains lower, on the operational level. The main reasons for this situation include a high raw material price level and the PLN/EUR exchange rate. The Company expects the situation to improve in the other half of 2011. Acquisition of own shares, the purpose of their acquisition, their number and nominal value with the specification of the portion of share capital represented by them, the acquisition price and the sales price in the event they are disposed On June 28th 2010 the Management Board of Suwary S.A. concluded a contract with Wentworth Tech Sp z o.o. with its registered office in Poniatowa for the sale of 51 936 shares at the price of PLN 42.30 per share, which represented 6.19% of the Company’s share capital. The total amount of the transaction was PLN 2 196 892.80. Suwary S.A. is a direct holder of the aforementioned shares following the acquisition of the subsidiary SUWARY-Packing Sp z o.o. by the Company in 2005. As on the date of this report the Company does not hold any own shares. Branch offices owned by the entity The Company does not have any branch offices conducting business activity.

Financial instruments hedging against the risk of price fluctuations, credit risk, material cash flow disturbances and the risk of losing liquidity Throughout 2010 or at the end of 2010, the Company did not hold any financial instruments hedging it against the risk of price fluctuations, credit risk, material cash flow disturbances, losing liquidity or currency risk. Financial instruments hedging against the risk related to the objectives adopted by the Company and the methods of financial risk management, including the methods of hedging significant types of the scheduled transactions for which hedge accounting is applied The purpose of the Company is minimising financial risks related, in particular, to the changes of raw material prices and exchange rates. The basic method is passing on the raw material prices on the basis of the contracts with key customers in accordance with the defined price formula. Currency risk in minimised by aiming at balancing cash flow in a given currency within the Company’s core business. Adherence to the corporate governance principles The declaration on adherence to the corporate governance principles constitutes a separate part of this report and it is published as the last point of the Management Board report on the Issuer’s activity. Information on the environment protection and employment The Management Board, adhering to the applicable legal regulations on the environment protection conducts its production processes in an environmentally friendly manner. The Company development is supported by a continuous monitoring of the relevant legal requirements. A systematic improvement of technological processes is aimed at running production in a manner which is friendly for the environment, health and safety at work. SUWARY S.A. holds required waste generation permits issued by authorised administrative units. In the reported period (01.01.2010 – 31.12.2010) the average employment level in the Company was 215 persons (198.74 jobs), out of which the number of disabled employees was 91 (83.09 jobs) The disabled employees held 41.81 % of the total number of jobs in the Company (which is 42.33 % of the total number of the Company’s employees.) As on 31 December 2010 the Company employed 226 persons. In 2009 the average employment level in the Company amounted to 217 persons (209.47 jobs), out of which there were 98 disabled employees, who held 91.04 jobs. Disabled employees constituted 43.46 % of the total number of jobs (45.16 % of the total number of employees). On 31 December 2009 the Company employed 197 persons. As on December 31st 2010 the employment level increased by 29 persons as against the situation in the corresponding period of the previous year.

Specification of the factors significant for the Company’s development and description of the issuer’s development prospects at least till the end of the financial year following the year covered by the financial statement published in the annual report, including the strategy adopted by the Issuer. Projected development of the entity. Among external factors significant for the Company’s development the following ones should be mentioned:

- the industrial growth rate - the economic policy of the state, and the tax policy in particular - the state policy on the employment and rehabilitation of the disabled and the

influence thereof on the supported employment enterprise - the PLN to Euro exchange rate fluctuation - movements in the prices of raw materials used by Suwary S.A.

The most important internal factors include:

- an option to implement new technologies - the financial position of the Company - the employees’ qualifications - a labour cost increase

Projected development of the entity The most important direction of the Company development is the erection of a new production plant within the Łódź Special Economic Zone. This project will be completed by Suwary Tech Sp z o.o. (in 100% a daughter company of Suwary S.A.) In 2011 Suwary Tech Sp z o.o. is planning to build a production and storage hall, and on the turn of 2011/2012 to start the production of first HDPE packaging of up to 5 L volume. In 2011 the implementation of the following projects, in particular the ones subsidised with the EU grants, is planned:

- the project co-financed under the Regional Operational Programme in 3Q 2010. It is related to the start-up of an up to 30 L multi-layer packaging production plant.

- two projects co-financed from the Technology Credit Fund (an innovative technology of a special cooling system for blow-moulds for packaging production and implementation of a new production technology of plastic packaging for application in ex-zones ) will be implemented in accordance with the schedule adopted. In the first stage research and development work on the projects will be completed. After satisfactory results of the research and development work are obtained, the Company will start on the project implementation.

In connection with the implementation of the aforementioned projects, it is planned to intensify marketing activity in the packaging industry by expanding a product range designed for the existing customers and options for establishing a cooperation with the contractors acting in the market segments which are new to the Company. This mainly holds true for up to 30 L HDPE multilayer packaging for special applications, up to 5 L HDPE packaging for the chemical industry and PET packaging of up to 5 L volume for general applications.

Basic economic and financial data; the Company’s financial position. Balance sheet The balance sheet total as on December 31st 2010 amounted to PLN 61 228 thousand and it was higher by PLN 17 331 thousand (39.5 %) than the corresponding value as at the end of the preceding financial year. Assets As on December 31st 2010 fixed assets made up 66.7 %, and current assets made up 33.3 % of the total value of assets. In the assets mix in comparison with the data as on 31.12.2009, the current assets share increased at the expense of the fixed assets share by 15.6 percentage points. The largest value increase in assets was in trade and other receivables, whose value amounted to PLN 11 735 thousand and was higher by PLN 5 227 thousand (80.3 %) than the corresponding value as at the end of 2009. In the balance sheet as at the end of 2010, a new item – investments in subsidiaries (which amounted to PLN 20 282 thousand) - was included. This item is related to the purchase of Kartpol Group Sp z o.o. and Suwary Tech Sp z o.o. shares. Under current assets a new item reported is assets classified as designed for sale with the amount of PLN 1 564 thousand. This item is related to concluding a preliminary contract for the sale of plots of land to the special purpose company Suwary Tech Sp z o.o. for the purpose of building a new plant. As at the end of the year compared for these items no values were reported. The largest value decrease in fixed assets was in tangible fixed assets, whose value amounted to PLN 20 256 thousand and was lower by PLN 1 826 thousand (8.3 %) than the value as at the end of the previous year. Among current assets a decrease in value only occurred in cash and cash equivalents. This was mostly caused by a decrease in cash resulting from the payment of part of liabilities for the shares in the Kartpol Company. Their value as at the end of 2010 amounted to PLN 395 thousand, i.e. it was lower by PLN 7 140 thousand (94.8 %) than in 2009.

IFRS IFRS Assets 31.12.2010 31.12.2009

Fixed assets Goodwill - - Intangible assets 8 26 Tangible fixed assets 20 256 22 082 Investment properties - - Investments in subsidiaries 20 282 - Investment in associated entities - - Receivables and loans - - Derivative financial instruments - - Other long-term financial assets - -

Long-term cost prepayments and accrued income

44 66

Deferred income tax assets 229 261 Fixed assets 40 819 22 435 Current assets Inventories 6 576 7 025 Receivables related to a construction service contract

- -

Trade and other receivables 11 735 6 508 Current income tax receivables 38 295 Loans and credits - - Derivative financial instruments - - Other short-term financial assets - - Short-term cost prepayments and accrued income

101 99

Cash and cash equivalents 395 7 535 Assets classified as designed for sale 1 564 - Current assets 20 409 21 462 Total assets 61 228 43 897

Liabilities PLN thousand

IFRS IFRS Liabilities 31.12.2010 31.12.2009

Equity

Equity attributable to the shareholders of the holding entity

- -

Share capital 8 391 8 391 Own shares (-) - (665)

Share premium - -

Other capital reserves 27 790 22 734 Retained earnings 2 004 3 529

- profit (loss) from previous years - - - net profit (loss) attributable to the

shareholders of the holding entity 2 004 3 529

Equity attributable to the shareholders of the holding entity

38 185 33 989

Shares which do not give control - - Equity 38 185 33 989

Liabilities

Long-term liabilities

Credits, loans and other debt instruments - - Financial lease - - Derivative financial instruments - - Other liabilities - - Reserve for deferred tax liabilities 1 033 1 341

Liabilities and provisions for employee benefits 169 152

Other long-term reserves - - Long-term accruals 2 203 2 627

Long-term liabilities 3 405 4 120

Short-term liabilities

Trade and other liabilities 15 168 4 188

Current tax liabilities - - Loans, credits and other debt instruments 3 209 - Financial lease - 98 Derivative financial instruments - -

Liabilities and reserves for employee benefits

742

712 Other short-term reserves 49 266 Short-term accruals 470 524

Liabilities related to assets for sale - -

Short-term liabilities 19 638 5 788 Total liabilities 23 043 9 908 Total liabilities and equity 61 228 43 897

On the side of liabilities and equity as on December 31st 2010, equity constituted 62.4%, long-term liabilities represented 5.6 %, and short-term liabilities were the other 32% of their value. In the structure of liabilities and equity, the equity share decreased by 15.1 percentage points percentage points. In equity, the biggest increase was in other capital, whose value amounted to PLN 27 790 thousand, being higher by PLN 5 056 thousand (22.2 %) than the value of other capital as on December 31st 2009. The value of all long-term liabilities as at the end of 2010 amounted to PLN 3 405 thousand being lower by PLN 715 thousand (17.4%) than the corresponding value as at end of 2009. As at the end of 2010 the value of all short-term liabilities amounted to PLN 19 638 thousand. It represents an increase by PLN 13 850 thousand (239.3 %) as compared with the end of 2009. This increase was mainly brought about by the liabilities related to the payment for Kartpol Group Sp z o.o. shares and the revolving credit. In long-term liabilities in the 2010 balance sheet a new position - credit, loans and other debt instruments - occurred, while it was absent from the 2009 balance sheet. On the other hand, the position “financial lease” does not occur under long-term liabilities in the 2010 balance sheet. As on December 31st 2010 the book value of one share amounted to PLN 47.53. It represents an increase as against its book value by PLN 4.35 (10.1%) as compared with the end of 2009. Taking financial liquidity into account, looking at the structure of the Issuer’s assets and liabilities it can be stated that the Company is not endangered by losing its financial liquidity. Revenues. expenses, and results achieved In 2010 total revenues from sales of products, goods and materials amounted to PLN 50 051 thousand, being higher by PLN 7 674 thousand (18.1 %) than the revenues of the period compared.

The total cost of sales reached the value of PLN 38 512 thousand which was more by PLN 8 032 thousand (26.4 %) than the corresponding costs in 2009. In total, gross profit on sales in 2010 amounted to PLN 11 539 thousand and was lower by PLN 358 thousand (3 %) than in 2009. Profit on operating activity was PLN 2 465 thousand, being lower by PLN 1 301 thousand (34.5 %) than in the year compared. In 2010 the Company generated the gross profit of PLN 2 448 thousand, which was less by PLN 1 691 thousand than the 2009 profit before taxation. The reported 2010 income tax reported was PLN 444 thousand and it was lower by PLN 166 thousand than in 2009. The generated 2010 net profit amounted to PLN 2 004 thousand, which was less by PLN 1 525 thousand (43.2 %) than the net profit of the preceding period.

PLN thousand IFRS IFRS

PROFIT AND LOSS ACCOUNT FOR THE PERIOD JANUARY 1ST – DECEMBER 31ST 2010

From 01.01 to 31.12.2010 From 01.01 to 31.12.2009

Continuing activity Revenues from sales 50 051 42 377 Revenues from sales of products, including services 47 144 40 963 Revenues from sales of goods and materials 2 907 1 414 Cost of sales 38 512 30 480 Cost of products sold, including services 36 080 29 372 Cost of goods and materials sold 2 432 1 108 Gross profit (loss) on sales 11 539 11 897 Selling costs 1 876 1 952 Overheads 7 299 6 961 Other operating revenues 1 045 1 617 Other operating costs 944 835 Profit (loss) on the sale of subsidiaries (+/-) - - Profit (loss) on operations 2 465 3 766 Financial income 163 419 Financial costs 180 46 Share in the profit (loss) of entities valuated by equity method (+/-)

- -

Profit (loss) before taxation 2 448 4 139 Income tax 444 610 Net profit (loss) from continuing activity 2 004 3 529 Discontinued operations Net profit (loss) on discontinued operations - Net profit (loss) 2 004 3 529

Cash flow As on 1 January 2009 the Company held cash and cash equivalents in the amount of

PLN 2 890 thousand. Following economic operations completed in 2009, the cash and cash equivalents amount increased by PLN 4 686 thousand up to PLN 7 576 thousand. In 2010 the value of cash and cash equivalents as at the end of the period, i.e. on December 31st 2010, went down to the level of PLN 395 thousand. Thus, in 2010 the net change in cash amounted to PLN – 7 181 thousand. That was mainly related to the payment of part of liabilities for the Kartpol Group Sp z z o.o. shares. In 2010 cash flow from operations amounted to PLN 2 864 thousand, being lower by PLN 5 183 thousand (64.4 %) than the corresponding value in the period compared. The balance of cash flows from investment was negative and amounted to PLN – 13 155 thousand. In 2009 the value of this balance sheet item was also negative and amounted to PLN 2 586 thousand. Also the balance of cash flow from financial activity, whose negative value in 2009 was PLN - 775 thousand, in 2010 was positive and amounted to PLN 3 110 thousand. Cash flow statement

PLN thousand

For the period For the period from 01.01 to

31.12.2010 from 01.01 to

31.12.2009

Net cash from operating activity 2 864 8 047 Net cash from investment activity - 13 155 -2 586 Net cash from financial activity 3 110 -775

Net increase /decrease in cash and cash equivalents - 7 181 4 686 Cash and cash equivalents as at the beginning of the financial period 7 576 2 890 Foreign exchange gains/losses - -41 Cash and cash equivalents as at the end of the financial period 395 7 576

Financial ratios The primary financial ratios calculated on the basis of the data on 2010 and 2009 were as follows:

2010 2009 Liquidity ratio 1 4.67

Quick ratio 0.70 3.14

Cash ratio - financial assets 0.02 1.64

Debt-to-capital ratio (%) 60.3 29.2

Total debt-to-assets (%) 37.6 22.6

Total equity-to-assets (%) 62.4 77.4

Return on sales profit-to-sales *100 4.0 8.3

Return on assets profit-to-assets * 100 3.3 8.0

Return on equity profit-to-equity * 100 5.2 10.4

Receivables-to-sales in days 85 59

Stock-to-costs of products sold, in days 62 84

Current liabilities-to-sales, in days 143 40 In 2010 the Company’s financial ratios deteriorated, this being so mainly due to one-off events and the Company’s investment activity. The I degree liquidity ratio decreased by 3.67 points to the level of 1, and II degree liquidity ratio decreased by 2.44 points to the level of 0.7. Cash liquidity (III degree) ratio decreased by 1.62 to the level of 0.02. The liabilities to equity ratio went up by 31.3 percentage points to the level of 60.3 % and the liabilities to total assets ratio also went up by 15 percentage points and amounted to 37.6 %. On the other hand, the equity to total assets ratio as against the end of the preceding year decreased by 15 percentage points and amounted to 62.4 %. The net profit-to-sales ratio characterised by ROS decreased by 4.3 percentage points , and the net profit-to-total assets ratio characterised by ROA decreased by 4.7 percentage points. Also, the net profit–to-equity ratio described by ROE decreased by 5.2 percentage points. Stock turnover was 22 days shorter than in the period compared, and short-term liabilities repayment period was 103 days longer. Debt collection period was longer by 26 days. Factors, threats, and events, including extraordinary ones, which had a material influence on the Company’s operations and the results achieved, including an indication of the Issuer’s exposure to them Throughout the entire year 2010 one-off events took place which influenced materially the result obtained. Those events were mainly linked with the acceleration of actions aimed at the implementation of the Company’s Strategy, the most important of them being:

• the restructuring of Suwary S.A. • the relocation of part of operations to the Production Department in Bydgoszcz • expanding PET packaging production • the acquisition of 80% of share capital of Kartpol Group Sp z o.o. • receiving the EU grants • receiving a license for conducting business in the ŁSEZ by Suwary Tech Sp z o.o. in

the real estate purchased by Suwary S.A. in 2009 Moreover, this result was also largely influenced by the revenues resulting from the release of provisions which were unrelated to the Company’s operations. Proceedings in court, authority competent for arbitration or state administrative agency, related to the creditors or debtors of the Issuer or their subsidiary whose value represent at least 10% of the Issuer’s equity, and two or more proceedings related to creditors or debtors whose total value represent at least 10% of the Issuer’s equity respectively. The value of all proceedings in court, authority competent for arbitration or state administrative agency does not exceed 10% of the Company’s equity.

Information on primary products, goods, or services Revenues from sales of products, goods and materials in 2010 were 18.1 % higher than the 2009 revenues. In 2010 the domestic and export sales share in the total sales was respectively 87.9 % for domestic sales and 12.1 % for export. The domestic sales value increased by 27 % as against the period compared, while revenues from exports went down by 21.7 % in comparison with the period compared. Product share in total revenues from sales of product, goods, and materials in 2010, in accordance with the data disclosed in the profit and loss account, was 94.2 % and it was 2.5 percentage points lower than in 2009. Goods and materials share in the 2010 sales structure was 5.8 %, this result being 2.5 percentage points higher as against the period compared. The table below provides data on revenues from sales by product in 2010 and 2009.

Segment Revenues from 01.01.10 Revenues from 01.01.09 to 31.12.10 to 31.12.09 Packaging 39 231 33 588

Automotive items 7 839 6 836

Other activity 2 981 1 953

TOTAL 50 051 42 377

Packaging 36 755 29 340

Automotive items 4 775 3 685

Other activity 2 470 1 622

TOTAL 44 000 34 647

Packaging 2 476 4 248

Automotive items 3 064 3 151

Other activity 511 331

TOTAL 6 051 7 730 The above table shows combined data on products and goods

The Company primary products in the period analysed were: - plastic packaging (bottles and canister) whose share in revenues from sales in

2010 was 76 %, - warning boards, including warning triangles as the key product, whose share in

the product sales amounted to 8.8 %

thousand of pieces / PLN 2010 2009 Quantity Quality Quantity Quality Canisters and bottles 35 745 35 814

30 427

30 882

Triangles 321 4 163 351 3 838

Information on marketing outlets and sources of supply. Dependence on a sole or more than one suppliers. The year 2010 required a lot of attention and concentration on the analyses of the sales and supply markets. After the difficult year 2009, since the beginning of 2010 the first symptoms of stabilisation were observed in the outlets for the Company’s products, and particularly in the automotive and construction industries. Early in 2010 the Company observed an increase in the number of orders as against 2009, which resulted in a higher sales value. On the other hand, the Company still faced problems related to concluding stable, long-term contracts, as well as with debt collection. In 2010 the Company generated the revenue of PLN 50 051 thousand, of which 87.9 % were from sales in the domestic market. The domestic sale share in the total revenues was higher by 6.1 percentage points than in the preceding year. Foreign sales (including intra-Community supplies) represented 12.1% of the total sales, with the Netherlands, Germany, Switzerland and Sweden being the biggest outlets. In 2010 no contractor purchased for the net value in excess of 10% of the total value of the Company’s sales. As far as the primary groups of production materials purchased from a sole supplier (more than 50%) within January - December 2010 are concerned, there were three major companies manufacturing sheet metal, automotive accessories, and seals. The two companies for which the ratio of purchase value to total revenues from sales of products, goods and materials exceeded 10% were Basell Orlen and TVK. Plastics are the main material used in the Company production process, and both their price fluctuations and the foreign exchange rate changes (plastics purchase transactions depend mainly on the euro exchange rate ) have a direct impact on the financial results obtained and return on sales. The primary factors in choosing a supplier are always the quality of the materials offered and their price. From the quality point of view, there are some materials very difficult to substitute, due to their specification and technical parameters, with which to obtain the required quality of the manufactured products in accordance with their specific application. Thus, in several cases the options of switching to alternative suppliers are limited. Information on the concluded contracts significant for the issuer’s operations, including contracts concluded between the shareholders (partners), contracts of insurance or cooperation/collaboration which the issuer is familiar with Agreements concluded between the shareholders On June 28th 2010 the Management Board of Suwary S.A. concluded a contract for the sale of 51 936 own shares with Wentworth Tech Sp z o.o. with its registered office in Poniatowa. The contract followed the agreement concluded on January 3rd 2007 between Suwary S.A. and NFI Midas S.A. by virtue of which whenever Suwary S.A. intended to dispose of 51 936 own shares, the Company would have to inform NFI Midas S.A. of its intention to dispose of the shares, including the specification of the disposal date, and NFI Midas S.A. within 3 days

of the date of receiving the notification of the disposal, could demand that the Company sell those shares to NFI Midas S.A. or to an entity indicated thereby, with the reservation that the price at which the Company was to sell the shares to NFI Midas S.A. or the entity indicated thereby should be equal (per one share) to the closing price of Suwary S.A. shares at Gielda Papierów Wartosciowych w Warszawie on the date preceding the transaction date. The Company has received information that on January 21st 2010 NFI Midas and Wentworth Tech Inc. concluded an agreement for a transfer of ownership against payment in the form of a future claim in relation with the agreement concluded on January 3rd 2007 between NFI Midas and Suwary S.A. in favour of Wentworth Tech Inc. As on the date of this report the Issuer is not aware of any agreements which could result in the prospective changes in the existing shareholding structure. Contract significant for the development of the Issuer’s operations concluded in 2010 � On September 13th 2010 the Company concluded a contract for a credit on current

account in PLN with BRE Bank Spólka Akcyjna. The total value of the credit amount to PLN 5 000 000. The cash from the credit is designed and will be used for financing the current operations of Suwary S.A. � On September 20th 2010 the Company concluded the following agreements:

- a contract for the sale of 39 shares of Kartpol Group Sp z o.o. with Mr Szczepan Kwiatek, which at the moment represent 39 % of the Kartpol share capital

- a contract for the sale of 39 shares of Kartpol Group Sp z o.o. with Mr Jerzy Kaminski, which at the moment represent 39 % of the Kartpol share capital

- a preliminary contract for the sale of 11 shares of Kartpol with Mr Szczepan Kwiatek, which at the moment represent 11% of the Kartpol share capital

- a preliminary contract for the sale of 11 shares of Kartpol with Mr Jerzy Kaminski, which at the moment represent 11% of the Kartpol share capital

- a share subscription agreement for the subscription of 10 Kartpol shares of the nominal value PLN 500.00 each, for the total amount of PLN 3 300 300.00.

� on December 2nd 2010 the Company concluded an agreement for the co-funding of a

project under III Priority Axis: Economy, Innovation, Entrepreneurship of the Regional Operational Programme of the Łodź Voivodship within 2007 – 2013 (“the Agreement”) with the Łódzkie Voivodship on whose behalf acts the Entrepreneur Service Centre with its registered office in Łodź, which is an intermediate body of the second degree of the Regional Operational Programme for the Łódzkie Voivodship within 2007 – 2013” (“IB II”) in an amount of up to PLN 1 496 198.00.

� on December 20th 2010, in connection with the received from Bank Gospodarstwa

Krajowego S.A. (BGK) notification of granting technology bonus commitments to the following projects:

- innovative technology of a special cooling system for blow moulds used in the production of plastic packaging

- implementation of an innovative technology of plastic packaging for application in ex-zones

The Company concluded separately two independent, corresponding agreements for the granting of a technology credit from BRE Bank S.A. The agreements were signed pursuant to the Act on the forms of supporting innovative activities of May 30th 2008 (Journal of Laws No. 116 pos. 730) and the decision of June 10th 2009 on cooperation between BGK and BRE Bank S.A. The subject of the first agreement is granting by BRE Bank S.A. a technology credit of PLN 2 641 125.00 to the Company with the intended use of the credit: innovative technology of a special cooling system for blow moulds used in the production of plastic packaging (“technology investment”) which can be partly paid back from the Credit Fund under the Operational Programme Innovative Economy 2007 – 2013 Action 4.3 “technology credit in the form of a technology bonus paid by BGK”. The Company is under an obligation to pay back part of the investment credit at an amount of PLN 1 056 450.00 by December 31st 2015. The amount of the technology bonus paid successively by BGK S.A. by December 31st 2015 will amount to PLN 1 584 675.00. The subject of the other agreement is granting by BRE Bank S.A. a technology credit of PLN 2 633 850.00. with the intended use of the credit: implementation of an innovative technology of plastic packaging for application in ex-zones (“technological investment”) which can be partly paid back from the Credit Fund under the Operational Programme Innovative Economy 2007 – 2013 Action 4.3 “technology credit in the form of a technology bonus paid by BGK”. The Company is under an obligation to pay back part of the investment credit at the amount of PLN 1 053 540.00 by December 31st 2015. The amount of the technology bonus paid successively by BGK by December 31st 2015 will amount to PLN 1 580 310.00. � On December 28th 2010 in connection with the received from Bank Gospodarstwa

Krajowego S.A. (BGK) notification of granting a technology bonus commitment and concluding an agreement for technology credits from BRE Bank S.A. for the following projects:

- innovative technology of a special cooling system for blow-moulds used in the

production of plastic packaging - implementation of an innovative technology of plastic packaging for application in ex-

zones The Company concluded separately two independent, corresponding agreements with BGK for co-funding under the action 4.3 Technology credit of the Priority Axis 4 Investments in Innovative Enterprises of the Operational Programme Innovative Economy 2007 – 2013. Following the conclusion of the contract for the granting of a technology credit for the project Innovative technology of a special cooling system for blow–moulds in the production of plastic packaging, the Company will receive a grant of up to PLN 1 584 675.00, which represents 60% of the total amount of the expenditures eligible for financial support, which is PLN 2 641 125.00. Following the conclusion of the contract for the granting of a technology credit for the project Implementation of an innovative technology of plastic packaging for application in ex-zones,

the Company will receive a grant of up to PLN 1 580 310.00, which represents 60% of the total amount of the expenditures eligible for financial support, which is PLN2 633 850.00. Insurance contracts . A contract concluded with Ergo Hestia covering:

- insurance of the Company’s property A contract concluded with Chartis Europe S.A.

- liability insurance of the members of the Supervisory Board and Proxies A contract concluded with TuiR Warta S.A.

- Vehicle insurance Information on the issuer’s organisational or equity relationships with other entities and specification of its major domestic and foreign investments (securities, financial instruments, intangible and legal assets, and real estate), including equity investments made outside the group of related entities and the description of their financing methods. Since 22 September 2009 Suwary S.A. has been a member of the Wentworth Tech Inc. Group. Suwary S.A. comprises the Group with the following other entities:

- Kartpol Group sp z o.o. – 80% of the share capital of Kartpol Group sp z o.o. - Suwary Tech Sp z o.o. – 100 shares representing 100% of the share capital of Suwary

Tech Sp z o.o. Kartpol Group Sp z o.o. and Suwary Tech Sp z o.o. are subject to consolidation with the Issuer. Part of the shares in Kartpol Group Sp z o.o., in accordance with the agreement, was purchased for own funds, and the remaining part will be financed with bank credit in 2011. The shares in Suwary Tech Sp z o.o. will be taken and paid with own funds. Information on the concluding by the Issuer or their subsidiary of one or a number of significant transactions with related entities on other than market conditions, including the amounts and information defining the nature of such transactions. On June 28th 2010 the Company sold 51 936 shares to the related entity Wentworth Tech Sp z o.o. on the basis of the right held by Wentworth Tech to acquire these share for the total amount of PLN 2 196 892.80. Other transactions with related entities were concluded on market conditions. Information on transactions with related entities is specified in the financial report on p. 56. Information on concluded and terminated loan or credit contracts with the specification of at least their amount, type, interest rate, currency and maturity dates.

Information on the loans, guarantees and warranties granted, with special consideration given to the loans, guarantees and warranties granted to the entities related to the issuer. Suwary S.A. securities in the form of bills of exchange as at the end of 2010.

Amount of security in PLN /bills of exchange

Identification of the secured party to the agreement Description of agreement Notes

1 580 310.00 Bank Gospodarstwa

Krajowego

Contract for the co-financing of project on the implementation of a new technology for the production of plastic packaging for application in ex-zones under technology credit

1 584 675.00 Bank Gospodarstwa

Krajowego

Contract for the co-financing of project on a special cooling of blow-moulds in plastic packaging under technology credit

3 000 000.00 BRE Bank S.A.

Contract for an investment credit under technology credit for the implementation of a new technology for the production of plastic packaging for application in ex-zones under technology credit

3 000 000.00 BRE Bank S.A.

Contract for an investment credit under technology credit for the project on a special cooling of blow-moulds in plastic packaging production

12 332.00

Polska Agencja Rozwoju Przedsiębiorczości

(the Polish Agency for the Development of Entrepreneurship)

Contract for the co-financing of implementation of project on the improvement of a safety cap

1 496 198.00 Centrum Obsługi Przedsiębiorcy

Contract for the co-financing of the project Increasing Innovation and Competitiveness following the commissioning of a production line for up to 30 L multilayer plastic packaging

5 500 000.00 BRE Bank S.A. Revolver credit agreement Or contracts of pledge

7 500 000.00 Szczepan Kwiatek Preliminary agreement for the sale of shares

5 500 000.00 Szczepan Kwiatek Agreement for the sale of shares

7 500 000.00 Jerzy Kamiński Preliminary agreement for the sale of shares

5 500 000.00 Jerzy Kamiński Agreement for the sale of shares

Name/Type Date of concluding

Notice of termination

Amount Interest rate Currency Maturity date

Credit in current account

13.09.2010 - 5 000 000 4.32% PLN 13.09.2011

Investment technology credit

20.12.2010 - 2 633 850 5.13% PLN 31.12.2015

Investment technology credit

20.12.2010 - 2 641 125 5.13% PLN 31.12.2015

1 250 000.00 Polska Agencja Rozwoju

Przedsiębiorczości

Agreement for the cofinancing of the roject on purchasing an innovative line for blow-extrusion

Suwary S.A. security by pledge as at the end of 2010: Pledge by registration on fixed assets for the revolver agreement of September 13th 2010. The value of the object of pledge:

1 663 763.08 PLN 2 044 350.00 PLN 1 014 093.30 PLN

Contingent agreements concluded by Suwary S.A. as at the end of 2010 - on November 15th 2010 a contingent preliminary agreement for the sale of real

properties with the area of 3.6566 ha and 2.058 m2 located in Ksawerów was concluded between Suwary S.A. and Suwary Tech Sp z o.o. The agreement was terminated on November 15th 2011, thus on the date of this report this agreement is invalid,

- on the same date a contingent agreement for the sale of the aforementioned real properties located in Ksawerów for the total net amount of PLN 3 750 000 was concluded. The condition for concluding a final agreement was a waiver to exercise the pre-emptive right to purchase; - a plot of land with the area of 3.6566 ha by Gmina Ksawerów - a plot of land with the area of 3.6566 ha and a plot of land with the area of 2.058 m2 by the ŁSEZ

- preliminary agreement for the sale of 11 shares in Kartpol Group Sp z o.o. with Mr Szczepan Kwiatek for the total amount of PLN 2 500 000 (CR 42/2010)

- preliminary agreement for the sale of 11 shares in Kartpol Group Sp z o.o. with Mr Jerzy Kamiński for the amount of PLN 2 500 000 (CR 42/2010)

The Company did not grant any loans, guarantees or warranties to the related entities. Assignment of policy Assignment of policy as on December 31st 2010 – up to PLN 8 000. Description of proceeds from the issuance of securities Over the period reported the Company did not issue any securities. Explanation of the discrepancies between the financial results reported in the present financial statements and the previously published financial forecast for 2010. The Company did not publish a financial forecast for 2010. Assessment, including the substantiation thereof, of the financial resources management, with a special concern for discharging financial liabilities incurred and specification of the possible threats and the actions the issuer has taken or intends to take in order to prevent the threats

The Company does not have any problems with discharging its financial liabilities. All liabilities are settled in due time. Assessment of ability to carry out investment projects, including equity investments In 2011 the Company is planning to implement an extensive investment programme, and in particular starting the construction of a new plant in the ŁSEZ through the special purpose entity Suwary Tech Sp z o.o., purchasing production lines for up to 30 L packaging, initiating the implementation of the production of a new cooling system for blow-moulds, and starting the implementation of packaging for the mining industry. The source of funds for the aforementioned investment projects will be the Company’s own funds including the ones from the share issue, as well as bank loans. As on the date of this report the Company succeeded in issuing shares, the proceeds therefrom amounting to PLN 6 750 thousand. For other investment projects the Company has already been granted credit commitments from the bank, or they are being negotiated. As for equity investments, the Company is planning to pay back the remaining portion of the amount due in relation with the acquisition of 80% of shares in Kartpol Group Sp z o.o.. In this case, a bank loan will be the source of funds. The Company does not anticipate any significant risks related to the implementation of the investment programme scheduled for 2011, apart from regular risks typical of such investment processes, eg. the ones related to obtaining approvals by authorities, stalling negotiations with technology suppliers, contractors, banks, etc. Changes in the basic principles of the Company’s management In 2010 no changes in the Company’s management principles took place. Agreements concluded between the issuer and the managing persons providing for a compensation in the event that they resign or are removed from their position without a material reason or their removal or dismissal takes place due to the issuer’s merger through acquisition No such agreements were concluded. The value of remuneration, awards, and benefits paid, due, or potentially due, for each managing and supervising person in the issuer’s entity separately, and due to performing functions in the authorities of the subordinated entities. Supervising persons

Supervising person Total amount of remuneration in the financial year in PLN thousand

Kuskowski Thaddeus 40.4 Dumała Marcin 33.2 Cybulski Janusz 30.0 Raszka Marcin 30.0 McNichol Bruce 24.6 Kuskowski Walter 7.8

The total value of the Supervisory Board members’ remuneration in 2010 amounted to PLN 166 thousand.

The managing persons:

Managing person Total amount of remuneration in the financial year in PLN thousand

Menes-Malinowska Iwona 310.0 Kuskowski Walter 246.7 Sobczak Wojciech 84.9

The total value of remuneration of the Management Board members amounted to PLN 641.6 thousand. The total number and the nominal value of all the Company’s shares and the shares and stock in the issuer’s related entities held by the managing or supervising persons As on the date of this report the Company is having an increase in the share capital registered in the court. At the same time the Company carried out the split of shares in the proportion 1: 5 on April 26th 2011. The tables on the supervising persons and the shareholders specify the data after the split and prior to the increase in the share capital.

* through subsidiaries ** the person obligated did not express their consent to the publication of their personal data Information on agreements familiar to the issuer, which may result in the prospective changes in the distributions of the shares held by the existing shareholders Following the increase in the share capital through a private share issue, the Company concluded 12 agreements with investors on April 6th 2011. The subject of the transactions were 419 550 shares at the issue price of PLN 16.10. As on the date of the report the Company is having the increase in the share capital registered. After the registration, changes in the proportion of the shares held by the existing shareholders will take place. Employee stock ownership programme monitoring system No employee stock ownership programmes have been implemented in the Company. Information on the agreement with an entity entitled to audit financial statement On 22 June 2010 the Supervisory Board of SUWARY S.A. selected the company Grant Thornton Frąckowiak Sp z o.o. with its registered office in Poznań, ul. Wiosny Ludów 2

SUPERVISING PERSONS

Number of shares

Share in share capital (%)

Number of votes

Share in the total number of votes

Walter T. Kuskowski * 2 768 800 65.99% 2 768 800 65.99% Supervising person** 78 200 1.86% 78 200 1.86% Supervising person** 12 780 0.30% 12 780 0.30% Supervising person** 10 995 0.26% 10 995 0.26% Supervising person** 1 000 0.02% 1 000 0.02%

(entered in the list of entities authorised to audit financial statements under the number 238) to audit the 2010 individual financial statement and review the 2010 interim report. The total remuneration for the review of the individual interim report and the audit of the individual financial statement, as well as financial consultancy amounts to net PLN 70.00 thousand. Grant Thornton Frąckowiak Sp z o.o. (up till 24 September 2008 HLB Frąckowiak i Wspólnicy Sp z o.o.) reviewed and analysed the financial statements and the consolidated financial statements of Suwary S.A. for the years 2001-2003 and also it audited the Suwary S.A. 2007, 2008 and 2009 financial statements. Declaration related to adherence to the corporate governance principles Pursuant to § 29 of the WSE regulations and § 91 section 5 point 4 of the Minister’s of Finance Regulation dated February 19th 2009 on the current and periodic information submitted by the issuers of securities and the conditions for recognizing as equivalent the information required by the regulations of a non-member, the Management Board of Suwary S.A. submits a report on adherence to the corporate governance principles. Specification of the set of corporate governance rules adhered to by the issuer and the location at which the text of the set of rules is commonly available The Management Board informs that it is governed by the corporate governance rules set forth in the resolution 17/1249/2010 of the Stock Exchange Supervisory Board dated May 19th 2010 on adopting “Best Practices of the Companies listed on the Stock Exchange.” The full text of the rules is available at the following address: http://www.corp-gov.gpw.pl/assets/library/polish/dobrepraktyki2010.pdf The Management Board of the Company informs about the non-application or limited application of the following principles: I. Recommendations for publicly quoted companies

1. A company should pursue a transparent and effective information policy using both traditional methods and modern technologies ensuring fast, secure and broad access to information. Using such communication methods to the broadest extent possible, a company in particular should

- enable on-line broadcasts of General Meetings over the Internet, record General Meetings, and publish the recordings on the company website.

The Company does not broadcast its General Meetings over the Internet since it makes it possible for each shareholder to attend General Meetings and prepares the Minutes of the debate. The resolutions adopted at the Meetings are published on the Internet without delay and they are also published on the Company’s website. Each shareholder has an access to this information.

5. A company should have a remuneration policy and rules of defining the policy. The remuneration policy should in particular determine the form, structure, and

level of remuneration of members of supervisory and management bodies. The Commission Recommendation of 14 December 2004 fostering an appropriate regime for the remuneration of directors of listed companies (2004/913/EC) and Commission Recommendation of 30 April 2009 complementing that Recommendation (2009/385/EC) should apply in defining the remuneration policy for members of supervisory and management bodies of the company

As on the date of submitting this declaration, the Company declares that this principle is not applied. The remuneration of the members of the Company’s supervising and managing bodies is fixed in accordance with the Suwary S.A. Articles of Association and the Code of Commercial Companies.

The WSE recommends to public companies and their shareholders that they ensure a balanced proportion of women and men in management and supervisory functions in companies, thus reinforcing the creativity and innovation of the companies’ economic business. The members of the existing Supervisory Board were appointed by a resolutions of the General Meeting of Shareholders dated July 1st 2010, thus prior to the coming into force of the 2010 Best Practices. The principle of a balanced proportion of women and men in the Supervisory Board is not adhered to. The Company does not exclude the option of a balanced proportion of women and men in the Supervisory Board in the election for the next tenure. The principle of a balanced proportion of women and men in the Management Board is adhered to. II. Best practices for Management Boards of Listed Companies I. The Company should operate a corporate website and publish:

5) where members of the company’s governing body are elected by the General Meeting – the basis for proposed candidates for the company’s Management Board and Supervisory Board available to the company, together with the professional CVs of the candidates within a timeframe enabling a review of the documents and an informed decision on a resolution.

The application of this principle depends on the readiness of the shareholders entitled to attend a General Meeting to voluntary undertake to submit to the company information about their intentions as to putting forward candidacies for the company’s supervisory board prior to the general meeting. Prior to the Ordinary General Meeting of Shareholders in 2010, none of the shareholders entitled submitted a proposal of candidacy for a Supervisory Board member position to the Management Board or the Supervisory Board. 7) the shareholders’ questions related to the issues on the agenda submitted before and during a general meeting, including the answers to those questions. The issuer declares that it does not apply this principle. In the Company no detailed record is made of the course of the General Meeting of Shareholders including questions and answers. The Chairman of the General Meeting, based on the regulations in force, the importance of a particular issue, and the shareholders’ justified requests, decides which matters to put in the minutes of the General Meetings. The participants of the General Meeting, in accordance with the Code of Commercial Companies, and the

Regulations of the General Meeting of Shareholders, have a right to put forward written statements, which are attachments to the minutes. The Company considers such principles to be sufficient to ensure the transparency of its general meetings. IV. Best Practices of Shareholders

10. A company should enable its shareholders to participate in a General Meeting using electronic communication means through: 1) real-life broadcast of General Meetings; 2) real-time bilateral communication where shareholders may take the floor during a General Meeting from a location other than the General Meeting; 3) exercise their right to vote during a General Meeting either in person or

through a plenipotentiary. The Company declares that at the moment the aforementioned principle is not applied. The Company does not exclude its application in the future. The internal control and risk management system applied in the Company in relation to the financial statements preparation process. The Company’s Management Board is responsible for the internal control system in the Company and the effectiveness of the system in the process of financial statements preparations. Substantive supervision of the financial statements and periodic reports preparation process is exercised by the Chief Accountant. Also, s/he is responsible for the coordination of work on the financial statements preparation and monitors any changes required by law and external regulations related to the stock exchange reporting requirements. On a monthly basis after the accounting books are closed, reports containing management information are handed out to the Management Board members including an analysis of the key financial data, which is later examined by the Management Board. This data is submitted on a current basis to all the members of the Supervisory Board and discussed at the Supervisory Board Meetings. Moreover, the Management Board receives regularly financial information from the Economic Director and in particular cost related data and other significant financial data having influence on the Company’s results. The financial data on which financial and periodic reports are based is derived from the accounting and financial system in which transactions are recorded in compliance with the International Accounting Standard. The prepared financial statements are submitted to the Managements Board for a final review. Irrespective of this, annual and mid-year financial reports are audited by a certified auditor. The audit results are presented to the Management Board and the Supervisory Board, and the auditor’s opinion and the report on the annual report review are also submitted to the General Meeting of Shareholders.

A list of shareholders holding directly or indirectly substantial blocks of shares The number of shareholders holding at least 5% of votes in the total number of votes in the Company (according to the data as on the date of this report) Shareholding as on April 24th 2011

As on December 31st 2010 the Suwary S.A. share capital amounted to PLN 8 391 040 and was split into 839 104 shares of the nominal value PLN 10 each.

a) 419 552 ordinary bearer shares series A b) 419 552 ordinary bearer shares series B

By Resolution No. 3 of the Extraordinary General Meeting dated February 15th 2011 (entering the changes in the National Court Register – March 24th 2011) on the date of this report the Company’s share capital amounts to PLN 8 391 040 and it is split into 4 195 520 (four million one hundred ninety five thousand five hundred and twenty) ordinary bearer shares of the nominal value PLN 2 (two złotys) each, including:

Shareholders Number of shares Shareholders by number of shares

Number of votes

Shareholding by number of votes

Wentworth Tech. Sp. z o.o.*

2 720 710 64.84% 2 720 710 64.84%

Pegasus Investment 703 070 16.76% 703 070 16.76%Savtec Sp. z o.o.* 48 090 1.15% 48 090 1.15%Other shareholders 723 650 17.25% 723 650 17.25%

TOTAL 4 195 520 100.00% 4 195 520 100.00% * The indirect ultimate parent to Wentworth Tech Inc Savtec Sp z o.o. and SUWARY SA is Mr Walter T Kuskowski. Mr Walter T. Kuskowski through the aforementioned entitles holds 2 768 800 shares in total, i.e. 65.99 % share in the share capital carrying 2 768 800 votes, representing 65.99 % of the total number of votes at a General Meeting of Shareholders representing 65.99 % of the total number of votes at a General Meeting of the Company Shareholders

a) 2 097 760 (two million ninety seven thousand seven hundred and sixty) A series shares

b) 2 097 760 (two million ninety seven thousand seven hundred and sixty) B series shares

In connection with the entering into the National Court Register by the Court of an amendment to the Articles of Association consisting in supplementing the Articles of Association with § 7a , the authorised share capital entered amounts to PLN 2 097 760. Specification of the owners of any securities with special control rights; description of these rights There are no holders of securities carrying special control rights over the Company. Specification of any limitations as to exercising voting rights, such as limitation of exercising voting rights by the holders of a specific portion or number of votes, time constraints on exercising voting rights, or subscriptions under which, with the Company’s cooperation, equity rights attached to the securities are separated from the holding of securities. In the Company’s Articles of Association there are no limitations on exercising voting rights in Suwary. Specification of any limitations on the transfer of the issuer’s securities ownership In the Company’s Articles of Association there are no limitations on the transfer of Suwary S.A. securities ownership. Description of the procedure for appointing and removing the Management Board and the powers thereof The principles for appointing and removing the Management Board and the powers of the managing persons are subject to the laws in force, the Articles of Association and the regulations of the Company’s Management Board. Description of the change in amending the Company’s Articles of Association Amending the Suwary S.A. Articles of Association required a resolution of the General Meeting, which is adopted with an absolute majority of votes in accordance with Section 3 of the Code of Commercial Companies. Description of the procedure of the General Meeting of Suwary S.A. Shareholders, its fundamental rights, the shareholders’ rights and the procedure for their exercising The procedure of the General Meeting , its fundamental rights, the shareholders’ rights and the procedure for their exercising are defined in the Regulations of the General Meeting, the Company Articles of Association (the both documents published on the Company web site) and the Code of Commercial Companies.

Changes in the composition of the Issuer’s managing and supervisory bodies over the last financial year, principles for appointing and removing the managing persons, and their rights Up till March 4th 2010 the Management Board of the Company acted in the composition as below: Iwona Menes-Malinowska – the President of the Management Board Wojciech Sobczak – the Vice-President of the Management Board On March 4th 2010 Mr Wojciech Sobczak resigned from his position of the President of the Management Board. On the same date, at the Supervisory Board meeting, the Management Board was appointed in the composition as follows: Walter Tymon Kuskowski – the President of the Management Board Iwona Menes- Malinowska – the Vice-President of the Management Board Up till the date of this report the Management Board composition remains unchanged. The following changes in the composition of the Company’s supervising bodies took place: Up till March 4th 2010 the Supervisory Board acted in the following composition: - Mr Walter Tymon Kuskowski – the Chairman of the Supervisory Board appointed by resolution of the Supervisory Board to discharge supervisory functions independently within the competence of the Supervisory Board specified in § 382 point 4 of the Code of Commercial Companies with a right to attend the Management Board meetings at the invitation of the Management Board, - Mr Thaddeus Kuskowski - the Vice-Chairman of the Supervisory Board appointed by a resolution of the Supervisory Board to discharge supervisory functions independently within the competence of the Supervisory Board specified in § 382 point 4 of the Code of Commercial Companies with a right to attend the Management Board meetings at the invitation of the Management Board, - Mr Marcin Dumala – a member of the Supervisory Board, - Mr Janusz Cybulski – a member of the Supervisory Board, - Mr Marcin Raszka - a member of the Supervisory Board delegated to continuously and individually perform supervisory functions On March 4th 2010 at a meeting of the Supervisory Board Mr Walter Tymon Kuskowski resigned from his position of the Supervisory Board Chairman . On the same date Mr Bruce McNichol was co-opted to the Supervisory Board as a member of it. Following these changes, since March 4th 2010 the Supervisory Board of Suwary S.A. has been acting in the following composition: - Mr Thaddeus Kuskowski - the Vice-Chairman of the Supervisory Board appointed by a resolution of the Supervisory Board to discharge supervisory functions independently within the competence of the Supervisory Board specified in § 382 point 4 of the Code of Commercial Companies with a right to attend the Management Board meetings - Mr Marcin Raszka - a member of the Supervisory Board delegated to continuously and individually perform supervisory functions, - Mr Marcin Dumala – a member of the Supervisory Board, - Mr Janusz Cybulski – a member of the Supervisory Board,

- Mr Bruce McNichol - a member of the Supervisory Board On June 24th 2010 an Ordinary General Meeting of the Suwary S.A. Shareholders by Resolution No 6 approved the co-opted member of the Supervisory Board Mr Bruce McNichol. On June 22nd 2010 the Supervisory Board by Resolution No. 13/2010 removed Mr Thaddeus Kuskowski from the position of the Vice-Chairman of the Supervisory Board and appointed him as the Chairman of the Supervisory Board. By Resolution 14/2010 Mr Marcin Dumała was appointed the Vice-Chairman of the Supervisory Board. Following these changes, since June 22nd 2010 including the date of this report , the Company’s Management Board acted in the following composition: Mr Thaddeus Kuskowski - the Chairman of the Supervisory Board appointed by a resolution of the Supervisory Board to discharge supervisory functions independently within the competence of the Supervisory Board specified in § 382 point 4 of the Code of Commercial Companies with a right to attend the Management Board meetings at the invitation of the Management Board, - Mr Marcin Dumala – a member of the Supervisory Board - Mr Marcin Raszka - a member of the Supervisory Board delegated to continuously and individually perform supervisory functions - Mr Janusz Cybulski – a member of the Supervisory Board - Mr Bruce McNichol - a member of the Supervisory Board