PROKOM SOFTWARE SA CAPITAL GROUP

CONSOLIDATED QUARTERLY REPORT FOR THE 3rd QUARTER OF 2006

9 NOVEMBER 2006

Table of contents

Page

Selected financial data General information Financial results of the Group Significant achievements affecting the Group’s business Factors which may affect the Group’s future results Basis of preparation of the condensed financial statements Adjustments of prior periods errors Condensed consolidated income statement Condensed consolidated balance sheet Condensed consolidated statement of changes in shareholders’ equity Condensed consolidated cash flow statement Notes to the condensed consolidated financial statements Basic financial data of Prokom Software SA

2 4 8 11 15 16 17 18 19 21 22 24 42

This report contains 49 consecutively numbered pages, from page 1 to 49. The accompanying condensed consolidated financial statements prepared according to IAS 34 were authorized by the Management Board of Prokom Software SA on November 9th 2006.

On behalf of the Management Board:

Dariusz Górka Vice President of the Management Board

Grzegorz Maciag Member of the Management Board

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Selected financial data in thousand PLN*) 9 months ended September 30 th 2006

in thousand EUR*)

9 months ended September 30 th 2005

9 months ended September 30 th 2006

9 months ended September 30 th 2005

Data of the condensed consolidated financial statements I. Net sales revenues II. Operating profit (loss) III. Profit (loss) before income tax

1 167 986 102 851 112 023

1 142 526 104 409 89 085

298 176 26 257 28 598

281 528 25 727 21 951

98 718 56 422

80 451 46 255

25 202 14 404

19 824 11 398

34 089 (71 797) (4 056)

66 715 43 116 (144 894)

8 703 (18 329) (1 035)

16 439 10 624 (35 703)

(41 764) 2 092 027

(35 063) 2 239 221

(10 662) 525 173

(8 640) 580 139

910 476 266 379

1 112 086 363 946

228 562 66 871

288 120 94 291

644 097 1 181 551

748 140 1 127 135

161 691 296 611

193 829 292 019

850 275 14 185

814 356 14 185

213 449 3 561

210 984 3 675

13 890 830 4.06

13 890 830 3.34

13 890 830 1.04

13 890 830 0.82

61.21 85.06

58.63 81.14

15.37 21.35

15.19 21.02

**

**

**

**

407 092 49 937

544 512 43 857

103 927 12 748

134 172 10 807

53 346 45 183

41 765 33 665

13 619 11 535

10 291 8 295

47 760 (43 500)

99 120 (33 598)

12 193 (11 105)

24 424 (8 279)

8 264 12 524 1 328 093

(81 190) (15 668) 1 352 477

2 110 3 197 333 399

(20 006) -3 861 350 401

XXXI. Total liabilities XXXII. Long-term liabilities

476 151 129 867

524 882 215 853

119 531 32 601

135 987 55 923

XXXIII. Short -term liabilities XXXIV. Shareholders' equity

346 284 851 942

309 029 827 595

86 930 213 868

80 063 214 414

14 185 13 890 830

14 185 13 890 830

3 561 13 890 830

3 675 13 890 830

3.25 61.33

2.42 59.58

0.83 15.40

0.60 15.44

IV. Net profit (loss) V. Net profit (loss) attributable to shareholders of the Parent VI. Cash flows from operating activities VII. Cash flows from investing activities VIII. Cash flows from financing activities IX. Net cash flows X. Total assets XI. Total liabilities XII. Long-term liabilities XIII. Short-term liabilities XIV. Shareholders' equity XV. Shareholders’ equity attributable to shareholders of the Parent XVI. Share capital XVII. Number of shares XVIII. Basic earnings per ordinary share (in PLN / EUR) XIX. Book value per ordinary share attributable to shareholders of the Parent (in PLN / EUR) XX. Book value per ordinary share XXI. Declared or paid dividend per ordinary share (in PLN / EUR)

Data of the condensed financial statements XXII. Net sales revenues XXIII. Operating profit (loss) XXIX. Profit (loss) before income tax XXV. Net profit (loss) XXVI. Cash flows from operating activities XXVII. Cash flows from investing activities XXVIII. Cash flows from financing activities XXIX. Net cash flows XXX. Total assets

XXXV. Share capital XXXVI. Number of shares XXXVII. Basic earnings per ordinary share (in PLN / EUR) XXXVIII. Book value per ordinary share

XXXIX. Declared or paid dividend per ordinary share (in PLN / EUR) 0.00 0.00 0.00 *)The data for balance sheet items is presented as at 30 September 2006 and fo r the comparable period as at 31 December 2005 **)See the condensed financial statement

2

0.00

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands

To translate the selected financial data from Polish zloty (PLN) to Euro (EUR), the following foreign exchange rates have been used: For the reporting period: • •

For the Balance Sheet data an average NBP rate as at the balance sheet day. The respective exchange rate as of September 30th 2006 was 1 EUR = 3.8598 PLN. For the Income Statement and Cash Flow data – the average of NBP rates applicable on the last day of each month between January and September 2006 (1 EUR = 3.9171 PLN).

For the comparative period: • •

For the Balance Sheet data an average NBP rate as at the balance sheet day. The respective exchange rate as of December 31st 2005 was 1 EUR = 3.9166 PLN. For the Income Statement and Cash Flow data – the average of NBP rates applicable on the last day of each month between January and September 2005 (1 EUR = 4.0583 PLN).

3

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands General information Prokom Software SA, a joint stock company (“Prokom Software SA”, “the Company”, “Prokom”, “Parent Company”), incorporated and domiciled in Poland is the Parent Company of Prokom Software SA Capital Group (“the Group”). The Company was formed in 1997 under Polish law as in the Notarial Deed by a Notary Izabela Miklas of May 14th 1997. Duration of the Company is unlimited. Register number The Company was entered into the National Court Register Entry No. KRS 0000041559 on August 8th 2003. Seat and the Headquarters of the Parent Company The address of the Company’s registered office is:

00-697 Warsaw, Al. Jerozolimskie 65/79.

The Company’s headquarters is located at:

81-321 Gdynia, Podolska 21.

The principal activity of Prokom Software SA The Company’s sector, according to the classification of the Warsaw Stock Exchange, is “information technology”. The principal activity of the Company, according to the Polish Classification of Activities (PKD7222), is “software activities”. This category comprises analysis, design and programming of readyfor-use software. In addition to providing integrated IT solutions, the Company is involved in the sales of computer hardware and software. These sales are usually associated with the providing of software related services. Supervisory Board of the Parent Company Board Member Irena Krauze Marek Modecki Leszek Starosta Bo Denysyk Maciej Grelowski

Position Chairman Member Member Member Member

Term of office from 01-01-2006 to 30-09-2006 from 01-01-2006 to 30-09-2006 from 01-01-2006 to 30-09-2006 from 01-01-2006 to 30-09-2006 from 01-01-2006 to 30-09-2006

Management Board of the Parent Company Board Member Ryszard Krauze Jaroslaw Chudziak Tadeusz Dyrga Dariusz Górka Piotr Mondalski Krzysztof Kardas Maciej Wantke Grzegorz Maciag

Position President Vice-President Vice-President Vice-President Vice-President Member Member Member

Term of office from 01-01-2006 to 30-09-2006 from 01-01-2006 to 30-09-2006 from 01-01-2006 to 30-09-2006 from 01-01-2006 to 30-09-2006 from 01-01-2006 to 30-09-2006 from 01-01-2006 to 30-09-2006 from 01-01-2006 to 30-09-2006 from 01-01-2006 to 30-09-2006

According to the Company’s statutes the Management Board is composed of no more than fifteen persons appointed by the Supervisory Board for the individual terms of office. The terms of office are as follows: five years for the President of the Management Board, two years for a Vice-President of the Management Board and one year for a member of the Management Board. A member shall be removed from the Management Board by way of a resolution of the Supervisory Board. The Management Board manages the Company’s affairs and represents the Company in relations with third parties. The Company’s statutes does not provide the specific powers, so it manages the Company’s affairs basing on the Companies Commercial Code. 4

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Parent Company’s Management Board Members competences President of the Board - Mr. Ryszard Krauze manages the whole Board; Vice-President of the Board – Mr. Jaroslaw Chudziak is responsible for the execution of projects in telecommunication, financial and insurance sectors; Vice-President of the Board – Mr. Tadeusz Dyrga is responsible for the execution of the projects in public sector; Vice-President of the Board – Mr Dariusz Górka is responsible for the financial deparment; Vice-President of the Board – Mr. Piotr Mondalski and Member of the Board – Mr. Maciej Wantke are responsible for sale and co-ordination of strategic projects; Member of the Board – Mr. Krzysztof Kardas is responsible for the execution of project in industry sector. Member of the Board – Mr. Grzegorz Maciag is responsible for the legal department. Branches and units of the Parent Company Branches and units Company’s seat Branch Branch Branch Branch Branch Branch Branch Branch Unit Total

Seat Warszawa Gdynia Warszawa Katowice Wroclaw Szczecin Lódz Bydgoszcz Rzeszów Lublin

Address

Employment

00-697 Warszawa, Al. Jerozolimskie 65/79 00-321 Gdynia, ul. Podolska 21 02-383 Warszawa, ul. Grójecka 127 40-161 Katowice, Al. W. Korfantego 83A 50-449 Wroclaw, ul. Traugutta 1/7 70-530 Szczecin, ul. Matejki 22 90-954 Lódz, Al. J. Pilsudskiego 3 85-674 Bydgoszcz, ul. Gdanska 47 35-016 Rzeszów, ul. Hoffmanowej 19 20-601 Lublin, ul. T. Zana 39

36 577 160 142 122 102 65 49 24 18 1,295

Share capital of the Parent Company Share capital:

PLN 13.890.830

Total number of shares:

13.890.830 of the nominal value PLN 1.0 each

Total number of votes at the GSM:

14.632.494

The total authorized number of shares in issue is as follows (not in thousands) Series

30 September 2006

31 December 2005

A-series preference shares B-series shares C-series shares D-series shares E-series shares F-series shares

185 416 9 814 584 2 700 000 762 000 356 306 72 524

185 416 9 814 584 2 700 000 762 000 356 306 72 524

Share capital

13 890 830

13 890 830

All shares are fully paid. The Company does not hold own shares. Shareholders’ rights of the Parent Company There are no restrictions regarding transferring the ownership of the Company’s shares. Each A-series preference share carries five voting rights. The shares of B, C, D, E and F-series confer one vote per share. All classes of issued shares rank equally in terms of dividends and return on capital. According to the Company’s statutes, the Management Board may convert registered shares into bearer shares or vice versa, upon a Shareholder’s request. There are no special control powers with respect to the Company. There are no employee stock option plans.

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Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Quotation of Prokom Software SA shares The Company’s shares are listed on the Warsaw Stock Exchange and as Global Depository Receipts on the London Stock Exchange. Auditor of the Parent Company The Company’s qualified auditor is Ernst & Young Audit Sp. z o.o. Employment of the Capital Group Employment

3 quarters of 2006

3 quarters of 2005

4,611

4,685

Average

As at September 30th 2006 the employment of the Parent Company was 1,295. General Shareholders Meeting As at September 30th 2006 Shareholder

Number of shares % in share capital

Ryszard Krauze*) Prokom Investments SA

1.564.698 1.420.776

11,26% 10,23%

Number of votes at % of votes at GSM GSM 1.749.498 11,96% 1.716.456 11,73%

*) As at the balance date Mr. Ryszard Krauze owned directly and indirectly 66.13% of the share capital and votes at the GSM of Prokom Investments SA

Shares/option for shares in Prokom Software SA held by Management and Supervisory Board Memebrs of Prokom Software SA As at the report date

1 715 655 1 564 698 114 260 26 666 10 030 1

-

-

-

-

No. of shares Management personnel Ryszard Krauze Piotr Mondalski Tadeusz Dyrga Krzysztof Kardas Grzegorz Maciag

Change on the last report date Change of no. of shares -

Supervisory personnel

No. of options

Change of no. of options

As at November 9th 2006 the other Management Board and Supervisory Board Members did not hold any shares of Prokom Software SA and any shares in related entities. Capital Group structure The Capital Group of Prokom Software SA is composed of several companies offering complementary services and products (see chart on page 36). The structure of the Group is based on clear split of competences and market sectors. All these elements makes Prokom Software Capital Group the most comprehensive IT business organization in Poland. The principal activity of the Group Providing information technology services and equipment comprising the design, installation and implementation of comprehensive information technology solutions to large companies and government entities in Poland.

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-

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Basic data of the companies included in the consolidated financial statements Company Capital stake/votes Prokom Software SA Parent Company www.prokom.pl Softbank SA Capital Group 34.26/34.26 www.softbank.pl ABG Ster-Projekt SA Capital Group 38.46/38.22 www.prokom.pl

SPIN SA Capital Group 50.40/49.99 www.SPINet.com.pl Comp SA Capital Group 20.11/20.11 www.comp.com.pl PVT a.s. 100/100 www.pvt.cz ZETO Sp. z o.o. 94.20/94.20

Business activity Provision of comprehensive IT solutions to large and medium sized enterprises and public institutions, as well as satisfying needs of Polish market for technologically advanced IT services and solutions Competency center of Prokom Software SA Group for financial and banking sectors Provision of comprehensive IT solutions mainly to financial and public administration sectors Competency center of Prokom Software SA Group for public administration sector Designing, development and integration of complex IT systems and infrastructure mainly for public administration sector and uniform forces Competency center of Prokom Software SA Group for telecommunication and utilities sectors Trading and IT services, design of electronic equipment and systems, in particular in telecommunication, health and energy sector Competency center of Prokom Software SA Group in the fi eld of IT security Provision of comprehensive IT systems, specializes in security solutions for all market sectors IT systems design and implementation, LAN and WAN development, e-business and outsourcing.

Consolidation / valuation method

Full

Full

Full

Full

Equity method

Full

Data processing services, space leasing

Full

Combidata Poland Sp. z o.o. 83.81/83.81 www.combidata.pl

Organization, preparation and conducting traditional and electronic trainings, manufacturing of training software, managing non-public IT school

Full

Safe Computing Sp. z o.o. 90.00/90.00 www.safecomp.com

Consulting, design, development and implementation of security software as well as security polices

Full

IT services mainly for the Polish Post

Equity method

Postdata SA 49.0/49.0 www.postdata.pl

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Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Financial results of the Group CONSOLIDATED BALANCE SHEET Structure of assets, liabilities and shareholders’ equity As at September 30th 2006 the total assets amounted to PLN 2,092.0m, which represents a 6.6% decrease in comparison to December 31st 2005. 1. As of September 30th 2006 fixed assets amounted to PLN 1,128.9m and represented 54.0% of the total assets; current assets amounted to PLN 963.1m and represented 46.0% of the total assets. Comparing to December 31st 2005, this constitutes an increase of 4.4% in fixed assets and a decrease of 15.8% in current assets. 2. Shareholders’ equity and liabilities – shareholders’ equity represented 56.5% of the total assets (PLN 1,181.6m) long-term liabilities represented 12.7% (PLN 266.4m)and short-term liabilities represented 30.8% (PLN 644.1m). This constitutes an increase of 4.8% in the shareholders’ equity, and a decrease of 26.8% in long-term liabilities and of 13.9% in short-term liabilities compared to December 31st 2005. The Group’s shareholders’ equity comprises of: • share capital • share premium • translation differences • retained earnings • minority interest

PLN 14.2m PLN 239.0m PLN 0.4m PLN 596.7m PLN 331.3m

Book value per share increased by 4.8% and amounted to PLN 85.06. CONSOLIDATED PROFIT AND LOSS ACCOUNT Revenues and costs from operating activities Below presented analysis comparing financial data related to the third quarter 2006 to the third quarter 2005. In the third quarter of 2006 the Group’s sales revenues totaled PLN 373.3m, and decreased by 27.4% compared to the third quarter of 2005, when the revenues amounted to PLN 514.2m. Respectively the costs of sales went down by 28.1% and equaled PLN 246.9m, while in the third quarter of 2005 amounted to PLN 343.3m. The gross margin in the third quarter of 2006 went up to 33.9% while in the third quarter of 2005 accounted to 33.2%. Sales of products and services constituted 77.8% of the total sales and amounted to PLN 290.3m. This constitutes an increase of 5.3% compared to the third quarter of 2005 when the sales of products and services amounted to PLN 275.7m. Respectively the cost of products sold amounted to PLN 174.1m, which is an increase of 16.3% compared to the third quarter of 2005 (PLN 149.7m). This constitutes the change of the gross margin on the products sold from 45.7% in the third quarter of 2005 to 40.0% in the third quarter of 2006.

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Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Sales of products and serv ices structure

Own licenses Implementations IT support services General contractor services Network infrastructure development System development services Technical support and post warranty services Training services Other Total

3rd quarter of 2006 [PLN 000] [%] 73,574 25.35 6.65 19,290 36.16 104,957 7.60 22,074 6.37 18,502 5.70 16,535 3.53 10,249 2.44 7,085 6.20 18,007 290,273 100.00

3rd quarter of 2005 [PLN 000] [%] 44,849 16.27 8.50 23,432 43.78 120,719 6.36 17,536 6.47 17,826 9.18 25,308 5.38 14,847 2.22 6,111 1.84 5,100 275,728 100.00

Change [%] 64.05 -17.68 -13.06 25.88 3.79 -34.66 -30.97 15.94 253.08 5.28

In the third quarter of 2006, the sales structure of the Group’s products and services did not materially differ compared to previous year. The majority of sales of products and services was devided from IT support services (36.16%) and sales of own licenses (25.35%). In the third quarter of 2005 the major share in sales of products and services was attributable to IT support services (43.78%) and second was sales of own licenses (16.27%). Sales of goods for resale and materials constituted 22.2% of the total sales and amounted to PLN 83.0m. This constitutes a decrease of 65.2% compared to the third quarter of 2005 when the sales of goods for resale and materials amounted to PLN 238.5m. Respectively the cost of goods for resale and materials sold amounted to PLN 72.8m, which is a decrease of 62.4% compared to the third quarter of 2005 (PLN 193.7m). As a consequence the gross margin on the goods for resale and materials changed from 18.8% in the third quarter of 2005 to 12.3% in the third quarter of 2006. Sales of goods for resale and materials structure

Hardware Third party software Other Total

3rd quarter of 2006 3rd quarter of 2005 [PLN 000] [%] [PLN 000] [%] 65,211 78.58 211,741 88.79 20.38 10.78 16,912 25,717 1.04 0.43 869 1,014 82,992 100.00 238,472 100.00

Change [%] -69.20 -34.24 -14.30 -65.20

The structure of sales of goods for resale did not materially differ from the corresponding period of the previous year. The majority of sales of goods for resale and materials was delivered from sale of hardware (78.58%) and third party software (20.38%). The significant decrease of sale of hardware comparing to the third quarter of 2005 results from the Group’s strategy, to maximize the operational margins by reducing the sale of goods and materials , if the margins are not satisfactory.

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Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands The Group’s sales revenues by economy sectors 3rd quarter of 2006

Sector Financial

[PLN ‘000] 29,020

[%] 7.78

Public administration

155,400

41.63

Services

52,159

13.97

Industry

136,686

36.62

373,265

100.00

Total

Selling and distribution costs amounted to PLN 27.0m, which constitutes a decrease of 23.6% compared to the third quarter of previous year. General and administrative expenses went down by 11.3% in comparison with the third quarter of 2005, to PLN 63.7m. Salaries and external services represented main categories of the G&A expenses. Costs by categories

Depreciation and amortization Materials and energy consumed External services Taxes and charges Wages and salaries Social security contributions Other Total

3rd quarter of 2006 [PLN ‘000] [%] 6.82 18,121 16,346 6.15 106,230 39.95 1,257 0.47 87,554 32.93 15,062 5.66 21,327 8.02 265,897 100.00

3rd quarter of 2005 [PLN ‘000] [%] 6.69 20,175 29,104 9.66 131,441 43.61 1,642 0.54 100,825 33.45 16,226 5.38 1,971 0.67 301,384 100.00

Change [%] -10.18 -43.84 -19.18 -23.45 -13.16 -7.17 982.04 -11,77

Revenues and costs from financial activities The financial revenues in the third quarter of 2006 amounted to PLN 29.7m, which constitutes a decrease of 4.4% in comparison to the previous year when amounted to PLN 31.1 m. Respectively the financial costs in the third quarter of 2006 amounted to PLN 16.5m, and decreased by 62.6% in comparison to the third quarter of 2005 when amounted to PLN 44.2m. The result on financial activities in the third quarter of 2006 amounted to PLN 13.2m, respectively in the corresponding period of 2005 amounted to PLN (13.1). Profit The gross profit of the Group in the third quarter of 2006 amounted to PLN 126.4m. The gross margin went up by 0.7 percentage points and equaled to 33.9%. In the reporting period the Group reported operating profit of PLN 40.1m which is a decrease of 31.2% on corresponding period of 2005. In the third quarter of 2006, the profit before tax went up to PLN 60.0m, which is an increase of 18.5% on corresponding period of 2005, when the profit before tax amounted to PLN 50.7 m. In the reporting period the net profit attributable to the Parent amounted to PLN 30.2m, presenting an increase of 3.9% compared to corresponding period of 2005, when the net profit equaled to PLN 29.0m. The EPS equaled PLN 2.17 while in the third quarter of 2005 it equaled PLN 2.09.

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Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Factors and non-recurring events affecting the Group’s performance •

• • •

• • • • • • • •

Execution of contracts signed in the prior periods, including in particular contracts signed with the following customers: Social Security Office (development of KSI ZUS, exploitation and maintenance of KSI system, supplementary agreement No5), PZU Group (development of ZSI, implementation of Graphtalk A.I.A. servicing life insurances products, maintenance and centralization of INSURER), TP SA (maintenance of ZSIWZR, implementation of CRM), Ministry of Internal Affairs and Administration (development and implementation of CEPiK), PKO BP SA (development of ZSI, deliveries of hardware and software, maintenance and development of ZORBA, CESAR and other bank applications – KONTAKT), Agency for Agriculture Restructuring and Modernization (ARiMR), Grupa LOTOS SA and KE ENERGA SA. Signing new contracts with, ppup Poczta Polska, KGHM Polska Miedz SA, Tele-Fonika Kable SA, National Health Fund, Ministry of Foreign Affairs, Agricultural Property Agency, Romanian Agency of Payments and Interventions in Agriculture, and others. Delays of new significant contracts in public administration sector, which negatively affected the Group’s revenues. Effects of restructuring carried out in the Parent Company. The process, which focused on marketing and general & administration costs resulted in significant reduction of employment, decrease of scale and increase in effectiveness of sponsoring activities run by the Company and optimization of the Company’s geographical structure in terms of number of branches and rented office space required to cover the existing and targeted client base. Effects of Capital Group reorganization that aimed to create new competence centers, optimize the cooperation and exercise the synergies between the Companies operating within the Prokom Software Capital Group. Increase of stake in Softbank SA from 25% to 34%. Increase of stake in ABG Ster-Projekt SA from 34% to 38%. Increase of stake in Safe Computing Sp. z o.o. from 51% to 90%. Disposal of AWiM Mediabank SA by Softbank SA. Disposal of real estate properties by ABG Ster-Projekt SA. Issue of new shares of Asseco Slovakia a.s. resulting in dilution of share held by Asseco Poland SA. Foreign exchange fluctuations (appreciation of PLN against EUR)

Significant achievements affecting the Group’s business Operating activity Prokom Software SA §

In the third quarter of 2006 similarly to the past periods the Company: (1) executed the contracts signed in the prior periods with: Social Security Service, PZU Group, ppup Poczta Polska, Grupa LOTOS SA, Koncern Energetyczny ENERGA SA; (2) prepared for implementation of new projects; (3) conducted works connected to securing new contracts. In the reporting period Prokom Software SA signed numerous agreements, including: § Prokom Software SA and Tele -Fonika Kable SA signed a contract on the delivery and implementation of dedicated infrastructure for the SAP system. Furthermore Prokom Software SA will ensure comprehensive maintenance of the whole solution on service level agreement terms, thus ensuring the customer an appropriate guaranteed level of service. The contract, whose value exceeds PLN 3m, represents another agreement with Tele -Fonika Kable SA. In May 2006, Prokom Software and Tele -Fonika Kable SA signed an agreement for the development of an integrated IT system based on SAP solutions. (press communiqué of Prokom Software SA dated on August 2nd 2006) 11

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands §

The consortium of Prokom Software SA and Strabag Sp. z o.o. concluded an agreement with the Katowice Regional Branch of the Polish Post on the creation of the Forwarding and Distribution Centre for the Polish Post in Zabrze. Prokom is to provide the building with all electrical and data transmission installations as well as automation systems, for the amount of PLN 16.2m. The completion of the project is scheduled for August 2007. (press communiqué of Prokom Software SA dated on August 10 th 2006)

§

Agreements with other customers i.e.: Grupa LOTOS SA for the delivery of CISCO hardware and provision of network modernization services ; KGHM Polska Miedz SA for the extension of IT infrastructure dedicated for SAP system (based on IBM products), Bank BPH SA for the delivery and implementation of HP hardware; Economy Academy of Katowice for the delivery of IBM hardware; Koncern Energetyczny ENERGA SA for the implementation of EMP (Electronic Workstation – corporate portal) stage 2; BIOTON SA for the modernization of IT environment; POLPHARMA SA for the delivery of SUN technology.

Softbank SA Capital Group §

Major contracts carried out in the banking sector in the third quarter of 2006 were: implementation works on ZSI, implementation and modification works on other PKO BP SA systems, i.e.: Zorba, Cezar, Central Supporting System, Bankart system, as well as implementation of risk management systems based on Fermat application.

§

The high revenues from the public administration in comparison to the previous year results from the execution by Softbank Serwis Sp. z o.o. of contracts for the delivery of hardware for the Ministry of Education and the Head Office of Land Surveying and Cartography as we;; as from higher revenues from CEPiK project. In the 3rd quarter Softbank SA developed the application for local departments, started CEPIK Data Base new functionality enabling to analyze system data.

§

In the 3rd quarter of 2006 Softbank Group carried out of works for other clients from public administration sector i.e.: Social Security Service and Supreme Chamber of Control.

ABG Ster-Projekt SA Capital Group § On July 15th 2006 ABG Ster-Projekt SA in consortium with a Romanian company, Siveco SA, signed an agreement with the Romanian Agency of Payments and Interventions in Agriculture for the development of IT system for the Romanian Agency of Payments and Interventions as well as the Integrated Administration and Control System (IACS).The gross value of the agreement amounts to EUR 4.8m. (communiqué of ABG Ster-Projekt SA – dated on July 20th 2006) § On August 1st 2006 ABG Ster-Projekt SA has signed an agreement for extending and modifying software of the Integrated IT System at the Agricultural Property Agency, which supports the Agency’s statutory task, i.e. disposal of land constituting Agricultural Property Resources of the State Treasury and current operations of the Agency. The Agency will pay PLN 2.1m for all works stipulated in the agreement. (communiqué of ABG Ster-Projekt SA – dated on August 2nd 2006) § On September 13th 2006 ABG Ster-Projekt SA signed a contract with the Ministry of Foreign Affairs for the development of special computer network. Under this contract ABG SterProjekt SA will deliver the workstations and other IT hardware for the operation of secret information. Total value of contract amounts to PLN 2.7m. (press communiqué of ABG Ster-Projekt SA – dated on September 18th 2006)

12

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands SPIN SA Capital Group § On July 10th 2006 SPIN SA signed an agreement with the National Health Fund (Department of Wielkopolska) for the extension of database server and modification of Visio Suite system used for the replication of database servers. The contract amounts to PLN 1.5m. (quarterly report of SPIN SA – dated on November 6 th 2006) § On July 10th 2006 the consortium of SPIN SA and Przedsiebiorstwo Informatyczne Kamsoft SA signed two agreement with the National Heath Fund (NFZ) for the provision of IT services of three important prophylactic programs. Total value of both contract amounts to PLN 2.8m, and both agreements will expire within the period of 1 year. (quarterly report of SPIN SA – dated on November 6 th 2006) § On July 31st 2006 the consortium of SPIN SA and Rodan Systems SA signed an agreement with the General Office of National Forests for the delivery of Document Management IT System, for the purposes of Offices in Warsaw , Katowice and its subsidiaries. The value of contract amounts to PLN 1.2m, and contract will be finished within the period of 35 weeks. (quarterly report of SPIN SA – dated on November 6 th 2006) § On July 28th 2006 SPIN SA signed an agreement with the National Health Fund (Department of Kujawsko-Pomorski) for the modernization of servers and delivery of hardware and software. The contract amounts to PLN 1m. (quarterly report of SPIN SA – dated on November 6 th 2006) § On August 7th 2006 SPIN SA signed an agreement with the Headquarters of National Health Fund for the delivery of 75 Business Objects XI software licenses together with maintenance and IT support services. The contract amounts to PLN 0.2m. (quarterly report of SPIN SA – dated on November 6 th 2006) § On September 8th 2006 SPIN SA signed an agreement with the Headquarters of National Health Fund for the extension of database processing devices at the Headquarters of NFZ. The contract amounts to PLN 1.5m. (quarterly report of SPIN SA – dated on November 6 th 2006) PVT a.s. § Provision of IT services including outsourcing, hardware and software maintenance for Linde Frigera. § Implementation of Content Management System at CSOB Investment Fund. § § §

Sale of servers for Czech Radiocommunications. Sale of hardware for the Czech Ministry of Internal Affairs. Development of database warehouse for Regional authority Ostravas.

Finance activities In the third quarter of 2006, as in the previous periods, Prokom Software Capital Group financed its business activities with cash generated from operations and external sources of financing. The Group used free cash to decrease its external debt or invested in commercial papers and bank deposits. The Group used its own resources, external debt and cash collected from its accounts receivable to pay its obligations in the normal course of business. As at September 30th 2006 the Group financial liabilities amounted to PLN 541.6m, including: bank loans and commercial bonds PLN 288.3m, obligations resulting from the finance lease of PLN 129.4m and others PLN 124.1m (mainly liabilities resulting from built-in derivatives in Softbank’s long-term contract denominated in foreign currency).

13

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands As at September 30th 2006 Parent Company’s financial liabilities amounted to PLN 358.0m and were higher by PLN 3.1m compared to December 31st 2005. The long-term portion amounted to PLN 124.8m and included only obligations resulting from the finance lease. The short-term portion amounted to PLN 233.3 and included: bank loans and commercial bonds of PLN 230.8m, obligations resulting from the finance lease of PLN 1.7m. and others of PLN 0.8m. The maximum debt capacity available to Prokom Software SA as at the balance sheet date amounted to approx. PLN 800m. Softbank SA Capital Group § On July 31st 2006 Softbank SA signed with bank PKO BP seated in Warsaw an annex to the loan agreement. The Bank granted to Softbank SA the credit line of PLN 70m, for the period from August 1st 2006 to July 31st 2007. The interest rate is 1M WIBOR plus bank margin. (communiqué of Softbank SA – dated on August 1 st 2006) ABG Ster-Projekt SA Capital Group § On July 10th 2006 ABG Ster-Projekt SA has concluded an agreement with Reform Company Sp. z o.o. regarding rental of 5857.4 m2 of office space in the building at Al. Jerozolimskie 123A in Warsaw. The agreement has been concluded for five years and its value for a fiveyear rental period is PLN 20.6m. (communiqué of ABG Ster-Projekt SA – dated on July 11th 2006) SPIN SA Capital Group § On July 3rd 2006, SPIN SA received a signed annex to the co-operation agreement with BRE Bank SA with registered office in Warsaw, Regional Branch in Katowice related to the use of the bank's products and services for the financing of the company's current activit ies, to the limit specified. According to that annex, BRE Bank SA granted the company a limit of up to PLN 20m, including up to PLN 8m in the form of a bank guarantee until 29 June 2010, as well as credit in a current account to the amount of PLN 20m until 29 July 2007. The contract is secured by a blank promissory note and by the assignment of debt due to SPIN SA from its contracting parties. (communiqué of SPIN SA – dated on July 4 th 2006) Investing activities Prokom Software SA § On July 24th 2006, Prokom Software SA, Mr. Jacek Papaj and Comp SA of Warsaw, concluded an agreement, whereby Prokom is to acquire no less than 40.01% of Comp shares. The Agreement was concluded with a view to instituting Comp as a Competence Center of the Prokom Software Group for IT security solutions. (communiqué of Prokom Software SA - RB/19/2006 dated on July 25th 2006) The above agreement was annexed after the balance sheet date – see page 38 of this report. Softbank SA Capital Group § On August 23rd 2006, the Office of Competit ion and Consumer Protection gave its consent (decision of the President of OCCP no. DOK-96/06) to conduct concentration by way of taking the control over AWiM Mediabank SA by Prokom Investment SA and on 12 September 2006 the National Broadcasting Council passed a resolution (no. 507/2006) changing the list of shareholders included in the concession of Radio PiN 102FM by entering Prokom Investment SA. There have been issued all the necessary permissions in order to transfer the ownership of 100% of shares in the company AWiM Mediabank SA (the owner of the radio station PiN 102 FM) to the buyer – Prokom Investment SA based in Gdynia. (communiqué of Softbank SA – dated on September 19 th 2006)

14

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands §

§

On August 24th 2006 the Office of Competition and Consumer Protection (OCCP), having conducted an antimonopoly proceeding, gave the Company its consent to concentration by way of merging Softbank SA with Asseco Poland SA. (communiqué of Softbank SA – dated on August 24 th 2006) On August 31st 2006 Softbank SA signed the Plan of Merger with the company Asseco Poland SA based in Rzeszów. (communiqué of Softbank SA – dated on August 31 st 2006)

Information about lawsuits or administrative proceedings pending against Prokom Software SA or its subsidiaries regarding their liabilities or receivables. In the reporting period there were no pending lawsuits or administrative proceedings against Prokom Software SA or its subsidiaries regarding their liabilities or receivables of combined value exceeding 10% of Prokom Software SA’s equity.

Other information essential for the estimation of the Group’s performance and condition. In the 3rd quarter of 2006 there were no other information essential for the estimation of the Group’s performance and condition in the structure of the Company’s ownership.

Explanation of differences between the actual financial results and the forecasts published earlier The Management Board of Prokom Software SA did not publish any forecasts of its or Group’s results.

Factors which may affect the Group’s future re sults Prokom Software SA Capital Group development depends chiefly on the consistent implementation of its long-term business strategy, which consists in the offering of products, goods and comprehensive IT services primarily to the large and medium sized companies and public institutions. The Parent Company also sees much potential for its development resulting from further consolidation of the Capital Group. Plans and forecasts concerning future results The development strategy of Prokom Software SA Capital Group is aimed at: - Attracting new customers among large and medium-size businesses and public institutions; - Strengthening cooperation with the existing customers; - Provision of comprehensive services in the area of construction, installation and maintenance of network and system infrastructure to corporate customers; -

Further growth in the banking sector, with Softbank SA Group as a important element of this strategy; Further growth in telecommunication and utilities sectors, with SPIN SA as a important element of this strategy; Development of IT security services area with taking strategic stake in Comp SA and control over Safe Computing Sp. z o.o.; Strengthening a leading position in the public sector, with taking strategic stake in ABG SterProjekt SA;

15

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands -

Development of the consultancy and implementation groups within the Company’s structure, cooperation with leading software suppliers, such as IBM, Oracle, Microsoft, Peregrine, SAP and others; - Further consolidation of the IT industry, example s of which are mergers of Softbank SA with Asseco Poland SA and ABG Ster-Projekt SA with SPIN SA. - Foreign markets expansion, with taking strategic stake in PVT a.s. IT group (Czech Republic), UAB “Informaticiu Projektu Sistemos” (Lithuania), Asseco Slovakia a.s. (Slovakia) and participation in multinational projects HAKIA and Amiga. Implementation of the planned development strategy will depend on two principal groups of factors: 1. External factors: a) Economic growth; b)

Government’s economic policy, including in particular: o tax policy, o customs policy, especially with respect to customs duties on goods imported by the Group, o amount of funds available to public institutions for IT infrastructure development; o privatization policy; c) Currency exchange rates, affecting in particular the prices of goods imported by the Group; d) e) f)

Progress of Poland’s integration with the European Union; Level of competition (presence of large western players active in the sector); Consolidation of enterprises in practically all sectors of the economy.

2. Internal factors: a) Level of knowledge and investments in the development of new technologies, mainly in the area of computer sciences and telecommunications; b) Further enhancement of the internal organizational structure to guarantee the smooth business process within the Prokom Software SA Capital Group; c) Level of expertise of the managing and other staff, appropriate employment structure to guarantee that the requirements imposed by the dynamically developing market are met; d)

Group’s financial condition.

It must be underlined that Prokom Software SA Capital Group has a long-standing experience in the development of complex, dedicated IT systems, vast intellectual and technical potential and considerable financial resources. These are factors, which are unlikely to go unnoticed by potential future business partners, which will further improve its performance.

Basis for preparation of the condensed financial statements The condensed consolidated financial statements for the 6 months ended 30 June 2006 have been prepared in accordance with IAS 34 “Interim financial reporting”. The accounting policies used in the preparation of the these financial statements in all material aspects, are consistent with those used in the annual consolidated financial statements of Prokom Software SA Capital Group for the year ended 31 December 2005, consistent with IFRS. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended 31 December 2005.

16

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Adjustments of prior periods errors During the period of 9 months ended 30 September 2005, the Softbank SA Group utilized the 2002 tax losses in the amount of PLN 6 309. Since utilized benefits related to tax losses that were present in the Softbank SA Group prior to taking control of the Softbank SA Group by the Parent Company in December 2002, pursuant to the provisions of IFRS3, the balance of goodwill that arose on taking the control of the Softbank SA Group should be reduced by the above amount. As at 31 December 2005, this amount reduced the balance of deferred tax asset and not goodwill. This inaccuracy was adjusted in the comparative data included in the financial statements for the 9-month period ended 30 September 2006. Compared to the policy applied as at 31 December 2005, the method of netting off of deferred tax asset and deferred tax liability has also been changed. An additional set off of deferred tax asset and deferred tax liability in the amount of PLN 25 464 has been made compared to the data presented in the 2005 financial statements. Both the balance of deferred tax asset and deferred tax liability showed in the comparative data as at 31 December 2005 has been reduced by the above amount. As at 31 December 2005, the Group presented in the available -for-sale financial assets the participation units with a value of PLN 2 534. As at 30 September 2006, the Group changed the presentation method and classification of the above assets to include them in the financial assets at fair value through profit or loss. Change in the presentation method and the change in the comparative data is the result of asset classification error as at 31 December 2005, as in accordance with the intent of the Management Board of ABG Ster-Projekt SA, the subsidiary company, as at 31 December 2006 the Group should have presented the above assets under financial assets at fair value through profit or loss. Such assets are, by nature, short-term and do not have maturity date set; they were acquired by the Group with a view to being sold in the near future. In the opinion of the Management Board, presentation of these assets under financial assets at fair value through profit or loss correctly reflects their character.

17

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Condensed consolidated income statement 3 months ended 30 September 2006 (unaudited)

9 months ended 30 September 2006 (unaudited)

3 months ended 30 September 2005 (unaudited)

9 months ended 30 September 2005 (unaudited)

1

373 265 290 273 82 992

1 167 986 867 636 300 350

514 200 275 728 238 472

1 142 526 752 928 389 598

2

(246 890)

(789 773)

(343 337)

(761 729)

2 2

(174 103) (72 787) 126 375

(526 481) (263 292) 378 213

(149 682) (193 655) 170 863

(436 439) (325 290) 380 797

(26 995) (63 747) 9 825 (5 396) 40 062

(78 611) (197 646) 13 664 (12 769) 102 851

(35 355) (71 885) 2 299 (7 655) 58 267

(85 265) (199 072) 21 253 (13 304) 104 409

29 730 (16 510) 1 721 5 011 60 014

66 022 (66 911) 5 050 5 011 112 023

31 108 (44 176) 4 079 1 388 50 666

84 107 (103 738) 5 561 (1 254) 89 085

NET PROFIT FOR THE PERIOD

(2 551) 57 463

(13 305) 98 718

(4 878) 45 788

(8 634) 80 451

Attributable to shareholders of the parent Attributable to minority interest

30 175 27 288

56 422 42 296

29 033 16 755

46 255 34 196

2,17

4,06

2,09

3,34

Note

OPERATING ACTIVITY Sales Sales of goods and services Sales of goods for resale and raw materials Cost of finished goods, goods for resale and raw materials sold Costs of finished goods sold Costs of goods for resale and raw materials sold GROSS PROFIT Selling and distribution costs General and administrative expenses Other operating income Other operating expenses OPERATING ACTIVITY Financial income Financial costs Share in results of associates Dilution (loss) / gain on subsidiaries PROFIT BEFORE INCOME TAXES Corporate income tax

Basic and diluted earnings per ordinary share

18

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Condensed consolidated balance sheet Note

ASSETS Non current assets (long-term) Tangible fixed assets Intangible fixed assets Goodwill on consolidation Investment properties Investments in associates valued using equity method Deferred tax asset Available-for-sale investments Held to maturity investments Financial asset at fair value through Profit & Loss Other long-term investments Long-term receivables Long-term prepaid expenses

3 3

Current assets (short-term) Inventories Short term prepaid expenses Trade receivables State budget receivables Other receivables Amounts due from customers on IT contracts Held-to-maturity investments Financial asset at fair value through Profit & Loss Cash and cash equivalents

Available for sale investments – long-term TOTAL ASSETS

19

30 September 2006 (unaudited)

31 December 2005

331 650 58 957 362 069 1 004 130 156 32 038 21 535 83 682 896 424 97 475 9 059 1 128 945

340 969 47 662 324 536 1 004 120 044 28 778 15 905 83 856 3 575 316 97 677 16 817 1 081 139

41 244 44 794 334 608 12 541 111 754 119 094 138 651 58 034 102 362 963 082

45 532 43 535 478 400 6 108 78 678 153 414 133 276 60 210 144 126 1 143 279

-

14 803

2 092 027

2 239 221

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Condensed consolidated balance sheet cont Note

30 September 2006 (unaudited)

31 December 2005

14 185 238 970 454 596 666 850 275

14 185 238 970 122 561 079 814 356

331 276

312 779

1 181 551

1 127 135

5

18 476 126 530 98 723 1 582 7 889 6 13 173 266 379

108 143 124 078 99 978 6 598 8 517 5 16 627 363 946

5

269 827 2 853 21 542 25 231 134 230 39 363 14 595 50 021 43 957 6 955 35 523 644 097

182 587 2 740 21 725 304 189 76 740 16 687 36 543 62 758 14 965 29 206 748 140

910 476

1 112 086

2 092 027

2 239 221

LIABILITIES AND SHAREHOLDERS EQUITY Shareholders equity Share capital Share premium Translation differences Retained earnings Shareholders’ equity attributable to shareholders of the Parent Company Minority interest Total equity Non current liabilities Long-term loans and bank loans liabilities Finance lease Other financial liabilities Long-term trade liabilities Long-term provisions Long-term accrued expenses Long-term deferred income

Current liabilities Short-term loans and bank loans liabilities Finance lease Dividend liabilities Financial liabilities Trade payables State budget liabilities Other liabilities Amounts due to customers on IT contracts Other short -term provisions Short-term accrued expenses Short-term deferred income

TOTAL LIABILITIES TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

20

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30 th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated Condensed consolidated statement of changes in shareholders’ equity

Retained earnings

Equity attributable to shareholders of the Parent Company

Minority interest

Total equity

-

560 427

813 483

313 247

1 126 730

221 122

-

652 561 079

873 814 356

(468) 312 779

405 1 127 135

-

332 -

-

(20 835) -

(20 835) 332 -

(11 128) (14 080) 1 409

(11 128) (34 915) 332 1 409

-

-

332

-

-

332

1 409

1 741

-

-

332

-

56 422 56 422

56 422 56 754

42 296 43 705

98 718 100 459

Balance at 30 September 2006 (unaudited)

14 185

238 970

454

-

596 666

850 275

331 276

1 181 551

Balance at 1 January 2005 as restated

14 185

238 970

(298)

2 107

483 596

738 560

155 036

893 596

-

-

205 -

2 445

(3 473) -

(3 473) 205 2 445

140 817 2 474

140 817 (3 473) 205 4 919

-

-

205 205

2 445 2 445

46 255 46 255

2 650 46 255 48 905

2 474 34 196 36 670

5 124 80 451 85 575

14 185

238 970

(93)

4 552

526 378

783 992

332 523

1 116 515

Balance at 1 January 2006as previously reported Restatement Balance at 1 January 2006 as restated Changes in the structure of the group Dividend payment Translation reserve changes Equity element of convertible bonds on share based payments in subsidiaries Gains and losses recognised directly in equity Net profit Aggregated profit for the period

Changes in the structure of the group Dividend payment Translation reserve changes Revaluation to fair value of instruments available for sale Gains and losses recognised directly in equity Net profit Aggregated profit for the period Balance at 30 September 2005 (unaudited)

Share capital

Share premium

Translation Revaluation and other reserve reserves

14 185

238 970

(99)

14 185

238 970

-

21

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated Condensed consolidated cash flow statement unaudited

3 months ended 9 months ended 30 September 30 September 2006 2006

NET CASH FLOW FROM OPERATING ACTIVITIES: Profit before taxation Adjustments: Share in results of associates Depreciation and amortization Dilution gain/loss on subsidiary Changes in working capital Interest expense (income) Foreign exchange expense (income) Investment expense (income) Other Interest paid Tax paid Net cash flow from operating activities

3 months ended 30 September 2005

9 months ended 30 September 2005

112 023

50 666

89 085

(1 721) 16 169 (22 493) 5 368 (8 474) (29 212) 31 507 (5 936) (21 734) 23 488

(5 050) 44 129 (73 496) 13 809 (10 113) (25 657) 32 956 (24 468) (30 044) 34 089

(4 077) 19 132 (1 835) (7 517) 4 677 11 514 10 725 (3 299) (9 507) (3 468) 67 011

(5 561) 53 739 1 254 (52 279) 19 035 12 232 2 365 (5 388) (38 434) (9 333) 66 715

451

602

1 748

12 143

445 16 610 1 940 5 980 5 953 (12 812) -

1 259 91 919 3 199 17 689 11 764 1 244 (32 222) (7 047)

1 735 20 407 178 6 548 4 253 (4 898) (26 243)

2 685 26 586 9 160 2 490 15 350 17 397 1 388 (28 207) (47 594)

(31 652) 467 (1 417) (14 035)

(110 100) (42 237) (6 608) (1 259) (71 797)

(14 432) (15 324) 57 916 (921) (2 586) 28 381

(14 608) (18 337) 72 685 (3 496) (4 526) 43 116

66 526

363 060

21 362

303 770

(51 184)

(349 337)

(121 730)

(424 287)

(491) (14 232) 660

(1 231) (14 232) (2 316)

(1 899) (255)

(4 808) (19 056) (513)

1 279

(4 056)

(102 522)

(144 894)

10 732 91 630

(41 764) 144 126

(7 130) 85 437

(35 063) 113 370

102 362

102 362

78 307

78 307

NET CASH FLOW FROM INVESTING ACTIVITIES: Disposal of financial assets available to sale revalued to fair value through Profit & Loss Disposal of tangible and intangible fixed assets Disposal of held to maturity investments Disposal of other financial assets Loans repaid Income from forward transactions Interest received Dividends received Purchase of tangible and intangible fixed assets Purchase of financial assets held for sale, revalued to fair value through Profit & Loss Purchase of financial assets held to maturity Purchase of associates Purchase of subsidiaries less cash acquired Loans given Other Net cash used in investing activities

60 014

NET CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from issue of debt securities and bank loans Redemption of commercial papers and bank loans repayment Payments result ing from the financial lease Dividend paid Dividend paid to minority shareholders Other Net cash used in financing activities Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period

22

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated Changes in working capital 3 months ended 9 months ended 30 September 30 September 2006 2006 (unaudited) (unaudited)

3 months ended 30 September 2005 (unaudited)

9 months ended 30 September 2005 (unaudited)

Changes in trade receivables Changes in other receivables Changes in inventories Changes in accrued expenses Changes in provisions Changes in trade liabilities Changes in other liabilities

5 765 16 600 (3 309) (27 320) 3 759 (36 608) 18 620

140 024 4 806 4 053 (40 651) 11 951 (173 024) (20 655)

(43 576) (65 350) (2 194) (20 294) (5 317) 1 502 127 712

4 732 30 764 (7 174) (15 538) (7 006) (59 084) 1 027

Changes in working capital

(22 493)

(73 496)

(7 517)

(52 279)

23

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated

Notes to the condensed consolidated financial statements. 1.

Revenues from operating activity 3 months ended 30 September 2006 (unaudited)

9 months ended 30 September 2006 (unaudited)

3 months ended 30 September 2005 (unaudited)

9 months ended 30 September 2005 (unaudited)

73 574 19 290 104 957 22 074 18 502 16 535 10 249 7 085 18 007

240 883 71 263 282 352 66 236 42 326 57 630 30 915 21 352 54 679

44 849 23 432 120 719 17 536 17 826 25 308 14 847 6 111 5 100

108 037 66 070 313 539 97 113 29 764 57 989 26 647 12 349 41 420

290 273

867 636

275 728

752 928

65 211 16 912 869

234 301 63 404 2 645

211 741 25 717 1 014

276 179 110 131 3 288

82 992

300 350

238 472

389 598

373 265

1 167 986

514 200

1 142 526

Net sales revenues Licenses issued Software implementation IT support services General contractor services Network infrastructure services Systems development services Maintenance services Training services Other Net sales of products and services Hardware Software Other goods for resale Net sales of goods for resale and raw materials Total net sales revenues

In 2005 Softbank SA Group decided to change the presentation of revenues and costs from operating activities divided for products and services and goods for resale and raw materials. Presently, revenues and costs from operating activities are classified as products or goods in regard to executed projects, irrespective if they were developed by Softbank SA Group or by third parties. That change caused the change of comparable data of the revenues on products sold in the third quarter of 2005 for the amount of PLN 18,393 and the decrease of the revenues on gods for resale sold for the same amount.

24

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated

2.

Costs from operating activity 3 months ended 30 September 2006 (unaudited)

9 months ended 30 September 2006 (unaudited)

3 months ended 30 September 2005 (unaudited)

9 months ended 30 September 2005 (unaudited)

Depreciation and amortization Materials and energy consumed External services Taxes and charges Wages and salaries Social security contributions Other Change in inventories, work in progress, prepayments and accruals Cost of goods produced for internal purposes Value of goods for resale sold

18 121 16 346 106 230 1 257 87 554 15 062 21 327

46 081 48 669 331 514 3 814 274 780 53 591 49 699

20 175 29 104 131 441 1 642 100 825 16 226 1 971

54 505 71 805 299 669 3 466 272 243 50 904 17 812

(812)

(4 573)

(44 151)

(46 742)

(240) 72 787 337 632

(240) 263 292 1 066 627

(311) 193 655 450 577

(2 886) 325 290 1 046 066

Selling expenses Administrative expenses Cost of finished goods and services sold Value of goods for resale sold

26 995 63 747

78 611 197 646

35 355 71 885

85 265 199 072

174 103 72 787 337 632

527 078 263 292 1 066 627

149 682 193 655 450 577

436 439 325 290 1 046 066

Costs by nature

In 2005 Softbank SA Group decided to change the presentation of revenues and costs from operating activity divided for products and services and goods for resale and raw materials. Presently, revenues and costs from operating activity are classified as products or goods in regard to executed project, irrespective of they were developed by Softbank SA Group or by third parties. That change caused the change of comparable data of the costs of products sold for the amount of PLN 13,823 and the decrease of the costs of goods for resale and raw materials for the same amount.

25

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated

3.

Tangible and intangible fixed assets 9 months e nded 30 September 2006 Net book value at January 1st 2006 Additions Disposals Depreciation/amortization, impairment and other movements Net book value at 30 September 2006 9 months ended 30 September 2005 Net book value at January 1st 2005 Additions Acquisition of subsidiary Disposals Depreciation/amortization, impairment and other movements Net book value at 30 September 2005

4.

Tangible assets

Intangible assets

340 969 24 208 (9 583) (23 944)

47 662 20 865 (2 038) (7 532)

331 650

58 957

Tangible assets

Intangible assets

317 315 19 156 32 934 (15 139) (26 524)

42 851 9 101 3 275 (506) (13 074)

327 742

41 647

Impairment adjustments In the 9 months ended September 30th 2006 the Group recognized net impartment adjustments of PLN 4,051. In the 9 months ended September 30th 2005 the Group recognized net impartment adjustments of PLN 1,884.

26

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30 th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands 5.

Long-term and short -term borrowings

27

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30 th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands

28

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30 th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands

Commercial bonds On 20 June 2003 Prokom Software SA signed with BRE Bank SA "Bonds Issue Program" amounting to PLN 200 million. On 13 August 2004 an annex was signed to the agreement which increased the value of the program to PLN 300 million. According to the program lasting till 3 August 2008, the bank will issue bonds of Prokom Software SA with maturity dates not exceeding 365 days. The aim of this facility is to finance working capital requirements of Prokom Software SA.

6.

Guarantees granted The combined value of guarantees granted by the Parent Company or its subsidiaries to a single entity or its subsid iary did not exceed 10% of Parent Company’s equity.

29

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands

7.

Related party transactions a. Related party receivables and investments 30 September 2006 (unaudited)

31 December 2005

215 882

211 318

Trade receivables from other related parties – included in trade receivables Loans to directors

888

1 445

-

104

Other receivables from other related parties – included in other receivables

-

3 193

Amounts due from Prokom Investments SA

216 770

216 060

(83 682) (9 340)

(83 856) (10 658)

123 748

121 546

30 September 2006 (unaudited)

31 December 2005

Commercial papers – included in held-to-maturity investments (i) Loans granted Deposits – included in long term receivables Other long-term receivables Other short -term receivables Trade receivables

183 682 16 251 1 602 7 738 6 526 83 215 882

183 856 16 804 1 602 9 056 211 318

Less: long-term portion – held to maturity investments Less: long-term portion – receivables

(83 682) (9 340)

(83 856) (10 658)

122 860

116 804

Less: long-term portion – held to maturity investments Less: long-term portion – receivables

Amounts due from Prokom Investments SA Amounts due from Prokom Investments SA are as follows:

Prokom Investments SA is a minority shareholder of the Parent Company owning 11.73% votes as at 30 September 2006. The President of the Management Board of the Parent Company and Chief Executive Officer – Mr. Ryszard Krauze is also the President of the Management Board and Chief Executive Officer of Prokom Investments SA and is a majority shareholder of this company (including indirect interest). The principal activities of Prokom Investments SA include investing in real estate undertakings and in companies operating in the following businesses: real estate developments, biotechnology, building construction, finance and other. (i)

Prokom Investments SA commercial papers are presented as held-to-maturity investments. Prokom Investments SA commercial papers are short term as determined by maturity of each individual paper (up to twelve months). However, in 2005 and in 2004 most of the redeemed issues were replaced by new ones. In 2002 the Parent Company and Prokom Investments SA

30

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands renegotiated payment terms in respect of commercial papers. As a result, commercial papers were reclassified to non-current assets, however detailed timing of repayments was not specified. In 2005 Prokom Investments SA repaid part of the debt in the amount of PLN 100,000. Commercial paper issued by Prokom Investments SA outstanding as at the balance sheet date bear an average interest of 5.2 % (5.6% in 2005). The Management of the Parent Company, based on analysis of recent financial statements of Prokom Investments SA and other documents, believes that there are neither circumstances nor events that could indicate impairment of that asset. According to the declaration of Prokom Invesmtents to pay back a part of outstanding debt amounting to PLN 100m, the attributable part of commercial papers were presented as a short-term investment. As at 30 September 2006, Prokom Software SA held the following commercial papers of Prokom Investments SA, issued by Raiffeisen Bank Polska SA and sold by the bank in its own name: Nominal value

commercial papers commercial papers commercial papers commercial papers

Balance value

33 940 49 914 49 914 49 914 183 682

34 000 50 000 50 000 50 000 184 000

Maturity date

Interest

7.07.2006 7.07.2006 7.07.2006 7.07.2006

5.20% 5.20% 5.20% 5.20%

Receivables from other related parties

Postdata SA (associate) – trade Postdata SA (associate) – IT contracts valuation Asseco Poland SA (indirectly associate) – trade Other - trade

30 September 2006 (unaudited)

31 December 2005

726 10 152

1 216 3 193 229

888

4 638

Receivables from other related parties consist mostly of trade receivables from associates. These receivables relate to sales of services and products, which were carried out on commercial terms and conditions and at market prices.

31

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Salaries and loans to directors As on 30 September 2006 there are no loans granted to the Members of the Management Board or Supervisory Board of the Parent Company. In the reporting period remuneration paid to the Management Board Members and Supervisory Board Members of the Parent was as follows:

Management Board – Prokom Software SA Supervisory Board – Prokom Software SA Management Board of Prokom Software SA - subsidiaries

30 September 2006 (unaudited) 7 542 * 726 170

31 December 2005

8 438

6 437

5 914 225 298

* includes bonuses for 2005

b. Related party payables

COMP SA (associate) – trade Prokom Investments SA – trade Postdata SA (associate) – IT contracts valuation Asseco Poland SA (indirect associate) Liabilities due to unpaid contribution to share capital Management of the Parent Company Other

30 September 2006 (unaudited)

31 December 2005

9 444 4 850 811 603 12 -

11 076 2 623 354 603 12 2

15 720

14 670

c. Revenues from sale of products and services

Prokom Investments SA Postdata SA (associate) Incenti SA (associate) Asseco Poland SA (indirectly associate) COMP SA (associate) Ready Sp z o.o. Other

The above sales were carried out at market prices.

32

9 months ended 30 September 2006 (unaudited)

9 months ended 30 September 2005 (unaudited)

257 11 294 5 492 294 -

1 137 31 633 2 482 1 930 736 2

17 337

37 920

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands

d. Financial income / (expenses) net

Prokom Investments SA (interest on commercial papers) Prokom Investments SA (interest on receivables)

9 months ended 30 September 2006 (unaudited)

9 months ended 30 September 2005 (unaudited)

7 331 474

14 464 (12 447)

7 805

2 017

9 months ended 30 September 2006 (unaudited)

9 months ended 30 September 2005 (unaudited)

10 739 4 843 665 7

21 682 1 675 195

16 254

23 552

9 months ended 30 September 2006 (unaudited)

9 months ended 30 September 2005 (unaudited)

921 6 217 3 000 601

1 138 12 582 5 198 3 204

10 739

21 682

e. External services costs

Prokom Investments SA COMP SA (associate) TechLab 200 Sp. z o.o. (indirect associate) Asseco Poland SA (indirect associate) Other

The services purchased from Prokom Investments SA comprise:

Rental of cars Rental of office space Marketing costs Other

33

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands 8.

Group information

a.

Group companies Ownership interest 30 September 2006

Proportion of voting rights executed 30 September 2006

Ownership interest 31 December2005

Proportion of voting rights executed 31 December2005

Subsidiaries Softbank SA Incenti SA 1) Softbank Serwis Sp. z o.o.1) Koma SA 1) Koma Nord Sp. z o.o.1) Sawan Grupa Softbank SA 1) Gladstone Consulting Ltd.1) bezpieczenstwo.pl Sp. z o.o.1) ZUI Novum Sp. z o.o.1) AWiM Mediabank SA 1) NetPower SA 1) Bielpolsoft j.v.1) SPIN SA OptiX Polska Sp. z o.o.2) SK Galkom Sp. z o.o.2) PIW Kom-Pakt Sp. z o.o.2) Softmax Sp. z o.o.2) PIW Postinfo Sp. z o.o.2) WiedzaNet Sp. z o.o.2) Serum Software Sp. z o.o. 2) Combidata Poland Sp. z o.o. Ready Sp. z o.o. ZETO Sp. z o.o. Prokom B2B SA w likwidacji Safe Computing Sp. z o.o. PVT. a.s. PVT Slovakia. spol. s.r.o.3) PVT ESO. spol. s.r.o.3) ABG Ster-Projekt SA DRQ Sp. z o.o.4) DRQ Serwis Sp. z o.o.4) Cryptotech Sp. z o.o.4) Alcyone Sp. z o.o.4))

34.26% 34.26% 34.26% 0.00% 34.26% 34.26% 17.47% 34.26% 17.47% 0.00% 34.26% 29.12% 50.40% 33.51% 44.10% 25.37% 50.40% 30.24% 50.40% 32.26% 83.80% 100.00% 94.20% 58.00% 90.00% 100.00% 0.00% 0.00% 38.46% 38.46% 38.46% 19.61% 38.46%

34.26% 34.26% 34.26% 0.00% 34.26% 34.26% 17.47% 34.26% 17.47% 0.00% 34.26% 29.12% 49.99% 35.96% 43.74% 25.16% 49.99% 29.99% 49.99% 31.99% 83.80% 100.00% 94.20% 58.00% 90.00% 100.00% 0.00% 0.00% 38.22% 38.22% 38.22% 19.49% 38.22%

33.01% 33.01% 33.01% 33.01% 33.01% 33.01% 16.84% 33.01% 16.84% 33.01% 33.01% 28.06% 50.40% 33.51% 44.10% 25.37% 50.40% 30.24% 50.40% 32.26% 83.80% 100.00% 100.00% 58.00% 51.00% 100.00% 100.00% 100.00% 34.20% 34.20% 34.20% 17.44% 34.20%

33.01% 33.01% 33.01% 33.01% 33.01% 33.01% 16.84% 33.01% 16.84% 33.01% 33.01% 28.06% 49.99% 35.96% 43.74% 25.16% 49.99% 29.99% 49.99% 31.99% 83.80% 100.00% 100.00% 58.00% 51.00% 100.00% 100.00% 100.00% 33.99% 33.99% 33.99% 17.33% 33.99%

Joint ventures Soft Technologies Sp. z o.o.1) C2 System Polska SA TETRA System Polska SA KKI-BCI Sp. z o.o.4) RUM IT SA

15.42% 50.00% 30.00% 19.23% 50.00%

15.42% 50.00% 30.00% 19.11% 50.00%

14.85% 50.00% 30.00% 17.10% 50.00%

14.85% 50.00% 30.00% 17.00% 50.00%

Company name

34

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands

Associates Postdata SA UAB "Informaciniu projektu sistemos" Asseco Poland SA 1) WA-PRO Sp. z o.o. 1) Asseco Slovakia. a.s.1) COMP Soft Sp. z o.o.1) ABAS SA 1) Softlab Sp. z o.o.1) Softlab Trade Sp. z o.o.1) SNLT. a.s.1) Slovanet. a.s.1) Steren Sp. z o.o.2) Sapen Sp. z o.o.2) D.Trust Certifikacná Autorita. a.s.3) První Ceritifikacní Autorita. a.s.3) COMP SA RADCOMP SA 5) PACOMP SA 5) Enigma Systemy Ochrony Informacji Sp. z o.o.5) TechLab 2000 Sp. z o.o.5) Novitus SA 5) 1) 2) 3) 4) 5)

49.00% 50.00% 7.51% 5.26% 4.13% 4.88% 0.00% 7.23% 7.21% 2.11% 2.11% 12.60% 25.20% 45.00% 23.25% 20.11% 13.46% 16.09% 20.11% 6.03% 11.75%

49.00% 50.00% 7.51% 5.26% 4.13% 4.88% 0.00% 7.23% 7.21% 2.11% 2.11% 12.50% 25.00% 45.00% 23.25% 20.11% 15.79% 16.09% 20.11% 6.03% 11.75%

49.00% 50.00% 7.24% 0.00% 3.98% 4.70% 7.24% 0.00% 0.00% 0.00% 0.00% 12.60% 25.20% 45.00% 23.25% 20.11% 13.46% 16.09% 20.11% 6.03% 0.00%

49.00% 50.00% 7.24% 0.00% 3.98% 4.70% 7.24% 0.00% 0.00% 0.00% 0.00% 12.50% 25.00% 45.00% 23.25% 20.11% 15.79% 16.09% 20.11% 6.03% 0.00%

indirectly throughout Softbank SA indirectly throughout SPIN SA indirectly throughout PVT, a.s indirectly throughout ABG Ster-Projekt SA indirectly throughout COMP SA

All subsidiaries, joint ventures and associates are incorporated in Poland except for PVT, a.s. (Czech Republic), PVT Slovakia, spol. s.r.o.; Asseco Slovakia, a.s.; SNLT. a.s., Slovanet a.s. (Slovakia ); Soft Technologies Sp. z o.o. (Kazakhstan), Bielpolsoft j.v. (Belarus), Gladstone Consulting Ltd. (Cyprus) and UAB "Informaciniu projektu sistemos" (Lithuania). Reasons for consolidating Softbank SA according to the articles of association of Softbank SA the Parent Company has the right to appoint the majority of the supervisory board members (3 out of 5). Reasons for consolidating SPIN SA: according to the articles of association of SPIN SA, the Parent Company has the right to appoint the majority of the supervisory board members (3 out of 5). Reasons for consolidating ABG Ster-Projekt SA: according to the articles of association of ABG SterProjekt SA, the Parent Company has the right to appoint the majority of the supervisory board members (3 out of 5). According to the Code of Commercial Companies, articles of association may be amended by the majority of ¾ votes cast at the general shareholders’ meeting.

35

Prokom Software S.A. Interim condensed consolidated financial statements for the period of 9 months ended September 30 th 2006 Expressed in Polish Zloty (PLN) all amounts in thousands Prokom Software SA Capital Group – as at September 30 th 2006

36

Prokom Software S.A. Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated

9.

Seasonality and cyclicality The Group’s business is affected by the seasonal or cyclical fluctuations in respect to the revenues in each quarter. Because of the fact that major share of the Group’s revenues is generated from IT contracts signed with large enterprises and public institution, the revenues in the 4th quarter are usually significantly higher than in the other quarters. It is caused by the utilization of annual budgets for IT investments in the above institutions.

10.

Post balance sheet events Operating activity §

On October 3rd 2006 the consortium of SPIN SA and Softbank Serwis Sp. z o.o. singed a contract with the Szczecinska Stocznia Remontowa „Gryfia” SA for the implementation of ERP system - Microsoft Dynamice AX and human resources management system – Koma eHR. The contract amounts to approx. PLN 1m and is to be finished within the period of 1.5 year. (quarterly report of SPIN SA – dated on November 6 th 2006)

§

On October 9th 2006 PIW Kom-Pakt Sp. z o.o. (SPIN’s subsidiary) signed a contract with the Water-supply and Sewerage Office in Lodz for the sale and implementation of Integrated IT System. The contract amounts to approx. PLN 1.5m and is to be finished within the period of 12 months. (quarterly report of SPIN SA – dated on November 6 th 2006) On October 17th 2006 SPIN SA signed an agreement with the National Health Fund (Department of Mazowsze) for the delivery and implementation of dedicated database server. The contract amounts to PLN 2.6m. (quarterly report of SPIN SA – dated on November 6th 2006)

§

§

On October 31st 2006 Prokom Software SA and Towarzystwo Ubezpieczen i Reasekuracji Warta SA ("TUiR Warta SA") concluded Addendum to the General Agreement for Delivery of Complex IT Solution for TUiR Warta SA, dated on July 18, 1996, extending the period of the agreement until June 30, 2011 with the optional prolongation till December 31, 2011. The Addendum comes into force on November 1, 2006. The total net value of this contract amounts to approx. PLN 69m. (communiqué of Prokom Software SA - RB/31/2006 dated on October 31 st 2006)

§

On November 6th 2006 the consortium of Prokom Software SA, Siemens Sp. z o.o. and SAP Polska Sp. z o.o. entered into an agreement with Warsaw University of Technology, Jagiellonian University, Maria Curie -Sklodowska University and University of Silesia for the delivery, implementation and maintenance of Integrated IT System for the University Management Support. The total contract value amounts to approx. PLN 55m, and expected Prokom’s share amounts to approx. PLN 24m. (communiqué of Prokom Software SA - RB/32/2006 dated on November 7th 2006)

Investing activity §

On October 3rd 2006, ABG Ster-Projekt SA concluded the final agreement with RONSON DEVELOPMENT 2000 Sp. z o. o. [Ltd.] on the sale of property at Magazynowa Street in Warsaw together with the ownership rights to the buildings. The sales price is PLN 21m. The Parties have agreed that the property will be transferred to the Buyer on or before 31 December 2006. (communiqué of ABG Ster-Projekt SA dated on October 3rd 2006)

37

Prokom Software S.A. Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated §

On October 3rd 2006, ABG Ster-Projekt SA and SPIN SA signed an initial memorandum of understanding pertaining to the merger of the two companies. (communiqué of SPIN SA dated on October 3 rd 2006)

§

On October 17th , pursuant to the provisions of Art. 393.3 of the Commercial Companies Code, the Extraordinary General Shareholders Meetin g of Prokom Software SA approved the disposal of a group of assets which constitute an organized part of business of Prokom Software SA, operating as the Department of Automation Solutions for Buildings, to Softbank SA of Warsaw in exchange for new issue series B shares in the share capital of Softbank SA (communiqué of Prokom Software SA - RB/26/2006 dated on October 17th 2006)

§

On October 19th 2006, Prokom Software SA (“Prokom”), Mr. Jacek Papaj and Comp SA (“Comp”) of Warsaw, concluded an appendix to the agreement from July 24th 2006 (Prokom informed about the agreement in the Company’s communiqué RB 19/2006 dated on July 25th 2006). The conclusion of the appendix results from the interpretation of regulations received from the Securities and Exchange Commision, which says that under currently obligatory regulations it is impermissible to exceed the 33% of total votes at the General Shareholders Meeting in a way of private offer, which was stipulated in the previous consent of the agreement. With respect to the above, the parties to the agreement decided to change the structure of the transaction hereby to transact it in accordance with the opinion of the Securities and Exchange Commision. As the result of the changes introduced to the Agreement from July 24th 2006 by the above appendix, the contractual decisions regarding the method of acquiring by Prokom of 40% of total votes at the General Shareholders Meeting of Comp and development in Comp of the Competence Centre related to the security of the IT systems of the Prokom Software Group, further alias “Agreement”, are presented below: By virtue of the Appendix from October 19th 2006 Prokom has the possibility to increase its equity interest in Comp to the level of 40% of total votes at the General Shareholders Meeting, which – in accordance with Comp’s Articles of Association – will give Prokom the right to appoint three out of the five members of the Supervisory Board of Comp. Prokom’s equity interest in Comp may be in the following way: 1

If the General Shareholders Meeting of Comp SA will adopt the proper resolutions, Comp will issue 607.500 Series J shares, with the existing shareholders’ pre-emptive rights waived, to be acquired by all shareholders of Safe Computing Sp. z o.o. Prokom will acquire the maximum number of 555,000 Series J shares in return for a contribution of 4,163 shares in Safe Computing Sp. z o.o. of Warsaw (85.00% of the share capital) and copyright to cryptographic devices, in particular the IP Nefryt encryptors, which represent the entire cryptographic assets of Prokom. As result of the issue Prokom will acquire shares accounting for 16.48% of Comp’s share capital after the share capital increase, and will come to hold up to 1,110,000 shares in total, representing up to 32.96% of the share capital and votes at the General Shareholders Meeting of Comp. The issue price of Series J shares under the Agreement is PLN 80.00 per share, with a reservation that the parties to the Agreement may agree upon different issue parameters, depending on the valuation of contributions by experts.

2

After registration of the resolutions regarding the issue described in item 1 above, if Prokom will call the tender offer, Prokom agreed to purchase the first block of 168,052 shares (4.99% of the share capital of Comp) from Mr. Jacek Papaj, under a tender offer

38

Prokom Software S.A. Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated (within the meaning of Art. 73 of the Public Offering Act of July 29th 2005, Dz.U. 05.184.1539 – “Tender Offer”) and will exceed the 33% of the share capital of Comp, and Mr. Jacek Papaj agreed to tender in response to the Tender Offer the entire block of shares specified above. In the event that the number of shares tendered under the Tender Offer is reduced, Prokom will be released from the obligation to purchase the other shares from the first block. 3

Mr. Jacek Papaj made an irrevocable offer to Prokom to acquire a second block of 53,651 shares in Comp, at the price per share paid in the Tender Offer. The offer may be accepted by Prokom with respect to all or part of the shares in this block within 21 days from the settlement of the Tender Offer, or in special situations at a later time. The sale offer or its part may be accepted in full or in part by a party designated by Prokom.

4

If Prokom will call the Tender Offer, Comp will issue 26.250 Series K shares, with the existing shareholders’ pre-emptive rights waived, to be acquired by Prokom in return for a contribution of 245 shares in Safe Computing Sp. z o.o. of Warsaw (5.00% of the share capital). As result of the issue Prokom will acquire shares accounting for 0.77% of Comp’s share capital after the share capital increase. The issue price of Series K shares under the Agreement is PLN 80.00 per share, with a reservation that the parties to the Agreement may agree upon different issue parameters, depending on the valuation of contributions by experts.

The parties to the Agreement have agreed that their intention is that third parties holding small equity interests in Comp should hold no less than approx. 35% of Comp shares in total. In connection with the above, the final shareholder structure of Comp should be as follows: Prokom SA Jacek Papaj

approx. 40.01% approx. 21.22%

Other shareholders

approx. 38.77%

The Agreement will come into force after the fulfillment of the following conditions precedent: obtaining the transaction clearance from the President of the Office of Competition and Consumer Protection, and adoption by the General Shareholders Meeting of Comp of a resolution on a share capital increase by way of an issue of Series J and K shares, block of the shares for the planned transactions and collateral. In addition, under the Agreement Prokom made an irrevocable offer to Mr. Jacek Papaj to purchase 339.404 shares in Comp held by him (“Put Option”), subject to fulfillment of all of the following conditions precedent: a) the composition of the Management Board is changed during the Put Option validity term or a Management Board member is suspended from duties by the Supervisory Board whose members are persons appointed by Prokom in exercise of its right under Par. 29.3 of Comp’s Articles of Association during the validity term of the Put Option, or if Prokom will not exercise its right under Par. 29.3 of Comp’s Articles of Association, the Supervisory Board whose members will be persons appointed by one or more resolutions of the General Shareholders Meeting of Comp, called by the Management Board of Comp after Prokom will exceed its holding in Comp above 40% of the General Shareholders Meeting of Comp, during the validity term of the Put Option, and

39

Prokom Software S.A. Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated b) an objection is raised by Mr. Jacek Papaj and delivered to Prokom against such a change or suspension no later than within 30 days of such change or suspension. The Put Option will become effective upon the acquisition by Prokom of 40.0% of Comp shares and will expire on October 31st 2009, or earlier, on the date on which Mr. Jacek Papaj’s shareholding in Comp falls below 570.000 shares. If the Put Option is exercised with respect to a part of the offered shares, it will expire in relation to the other shares covered by the Put Option. Within sixteen months from the date of delivery of the Put Option exercise notice Prokom is obliged to acquire the shares covered by the Put Option, and at the same time Mr. Jacek Papaj is obliged to sell to Prokom, in accordance with Prokom’s instruction, the shares covered by the Put Option for a price equal to the product of the number of shares with respect to which Mr. Jacek Papaj has served the exercise notice and the average market price per share in the period of two months preceding the date of delivery of the exercise notice to Prokom. If Prokom fails to acquire the shares covered by the Put Option within the agreed timeframe, Prokom will pay to Mr. Jacek Papaj a contractual penalty equal to the product of the number of shares stated, in accordance with the Agreement, in the exercise notice that have not been acquired by Prokom within the timeframe defined in the Agreement, and the average market price per share in the period of two months preceding the date of delivery of the exercise notice to Prokom. The above does not preclude the parties’ right to claim additional compensation in excess of the contractual penalties. The Appendix provides that no later than the date of the General Shareholders Meeting convened in order to pass the resolution on the issue of Series J shares, the parties will agree upon an operational model for the Competence Centre and will enter into an appropr iate cooperation agreement. In addition, by the date on which Prokom reaches a 40% equity interest in the share capital of Comp, the parties will procure that Comp takes over the responsibilities of the Competence Centre related to the security of the IT systems of the Prokom Software Group. (communiqué of Prokom Software SA - RB/28/2006 dated on October 20th 2006) §

On October 24th 2006 Softbank SA and Mr. Adam Góral signed an agreement regarding the conditional termination of Option Agreement signed on October 10th 2006 (“Option Agreement”). By the view of the Merger Plan signed with Asseco Poland SA on August 31st 2006, which will be executed by transferring all the assets of Asseco to Softbank, Softbank SA terminated the Option Agreement for the purchase of 268,000 shares of Asseco Poland SA from Mr. Adam Góral. The agreement will be terminated after the registration by court the merger of Asseco Poland SA with Softbank SA. (communiqué of Softbank SA dated on October 24th 2006)

§

On October 27th 2006, Softbank SA (“Softbank”) and Prokom Software SA (“Prokom”) executed an agreement whereby Prokom undertook to acquire shares in and make a non-cash contribution to Softbank (“the Agreement”). Under the Agreement, Prokom undertook to acquire 3,210,000 Series B ordinary bearer shares (following a change of their designation planned in connection with the merger of Softbank and Asseco Poland SA), with a par value of PLN 1 per share, at a proposed issue price of PLN 37.70 per share. Prokom undertook to pay for the shares with a non-cash contribution comprising: (i) 1,313 (one thousand, three hundred and thirteen) shares in PVT a.s. of Prague, the Czech Republic, entered in the Commercial Register maintained by the Municipal Court of Prague,

40

Prokom Software S.A. Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated Section B, Register 8525, under entry No. 270 74 358 (“PVT”), with a par value of CZK 100,000.00 per share, which represent 100% of the share capital of PVT (“PVT Contribution”); and (ii) a group of assets representing an organised part of Prokom’s enterprise, which operates as the Building Automation Department (“DAB”) (“DAB Contribution”). The PVT Contribution and the DAB Contribution will be transferred to Softbank with effect from January 1st 2007 under a share purchase agreement, which the Parties agreed to execute by November 30th 2006. At the same time, on January 1st 2007, Softbank will accede collectively, in the capacity of a debtor, to the commercial contracts executed as part of the operations of the Building Automation Department following the execution of the Agreement, and to the contracts the parties to which do not agree for the rights and obligations thereunder to be transferred to Softbank or in connection with which such transfer is impossible under absolutely binding regulations (“Commercial Contracts”). As of the moment of Softbank’s accession to debt, Softbank will perform all Prokom’s obligations under the Commercial Contracts, while Prokom will transfer to Softbank any compensation and other benefits obtained in connection with the performance of the obligations thereunder. The value of PVT Contribution and DAB Contribution amounts to PLN 121,017,000. As this represents more than 10% of Prokom Software SA’s equity, it qualifies it as a substantial agreement. (communiqué of Prokom Software SA - RB/30/2006 dated on October 27th 2006) Financial activity § On October 23rd 2006 Prokom Software SA received an Appendix 1 to the credit agreement with BRE Bank SA, seated in Warsaw, of the max. value PLN 85m., about which the Company informed in communiqué RB/51/2005 dated on November 10th 2005. The Appendix extends the repayment of the credit until October 1st 2007 and bank guarantees until October 1st 2010. The Appendix is based on market terms. (communiqué of Prokom Software SA - RB/29/2006 dated on October 23 rd 2006) § On October 20th 2006 ABG Ster-Projekt SA received the decision of Tax Chamber Director of Warsaw dated on October 19th 2006. As the result of the VAT tax control, ABG SterProjekt SA will be returned with the amount of PLN 16,292, nor as previously was obligated to pay VAT tax of PLN 4,321,049. (communiqué of ABG Ster-Projekt SA dated on October 20 th 2006) § On November 2nd 2006 SPIN SA concluded an agreement with BRE Bank SA for the issue of ordinary bearer bonds of the total nominal value of PLN 100m. The planned issue of bonds is aimed to optimize the use of external financial resources and decrease of its cost. (communiqué of SPIN SA dated on November 3 rd 2006) § On November 2nd 2006 SPIN SA concluded the following annex to the co-operation agreement with BRE Bank SA with registered office in Warsaw, Regional Branch in Katowice related to the use of the bank's products and services for the financing of the company's current activities, to the limit specified. According to the annex the limit was changed from PLN 20m to PLN 15m. (communiqué of SPIN SA dated on November 3 rd 2006)

41

PROKOM SOFTWARE SA BASIC FINANCIAL DATA OF PROKOM SOFTWARE SA FOR THE 3rd QUARTER 2006 PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS

9 NOVEMBER 2006

42

Prokom Software S.A. Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated

Condensed income statement 3 months ended 30 September 2006 (unaudited)

9 months ended 30 September 2006 (unaudited)

3 months ended 30 September 2005 (unaudited)

9 months ended 30 September 2005 (unaudited)

126 183 107 347 18 836

407 092 343 857 63 235

263 098 128 314 134 784

544 512 370 115 174 397

(65 016)

(224 630)

(174 175)

(322 303)

(49 269) (15 747)

(172 777) (51 853)

(60 349) (113 826)

(174 244) (148 059)

61 167

182 462

88 923

222 209

(10 572) (34 561) 119 (1 649)

(28 128) (100 864) 959 (4 492)

(16 076) (43 641) 356 (2 320)

(47 282) (129 341) 3 532 (5 261)

OPERATING ACTIVITY

14 504

49 937

27 242

43 857

Financial income Financial costs

14 362 (4 134)

32 335 (28 926)

28 168 (18 117)

45 018 (47 110)

PROFIT BEFORE INCOME TAXES

24 732

53 346

37 293

41 765

Corporate income tax

(3 691)

(8 163)

(6 841)

(8 100)

NET PROFIT

21 041

45 183

30 452

33 665

1.51

3.25

2.19

2.42

OPERATING ACTIVITY Sales Sales of goods and services Sales of goods for resale and raw materials Cost of finished goods, goods for resale and raw materials sold Costs of finished goods sold Costs of goods for resale and raw materials sold GROSS PROFIT Selling and distribution costs General and administrative expenses Other operating income Other operating expenses

Basic and diluted earnings per share

43

Prokom Software S.A. Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated Condensed balance sheet

ASSETS Current assets (long term) Tangible fixed assets Intangible fixed assets Subsidiaries and associates Investments held to maturity Investments available for sale Other long-term investments Long-term receivables Deferred tax assets Long-term prepaid expenses

Non-current assets (short term) Inventories Short-term prepaid expenses Trade receivables Other budget receivables Receivables from settlement of IT contracts Other receivables Investments held to maturity Financial asset revalued through Profit & Loss Cash and cash equivalents

Long term investments classified to sale TOTAL ASSETS

44

30 September 2006 (unaudited)

31 December 2005

244 281 13 788 526 293 83 682 12 897 375 32 210 1 441 1 959 916 926

257 356 12 202 510 023 83 856 6 600 285 36 363 885 104 907 674

4 172 17 084 119 328 26 54 116 34 783 100 000 885 34 853 365 247

2 104 13 646 187 839 72 79 500 33 686 100 000 5 627 22 329 444 803

45 920

-

1 328 093

1 352 477

Prokom Software S.A. Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated Condensed balance sheet cont.

LIABILITIES AND SHAREHOLDERS EQUITY Shareholders equity Share capital Share premium Retained earnings Net profit

Non-current liabilities Long-term borrowings Finance lease Long-term provisions

Current liabilities Short-term borrowings Finance lease Dividend Other financial liabilities Trade accounts payable Income tax liabilities Other budget liabilities Amount due to customers on IT contracts Other liabilities Short-term provisions Short-term accrued costs Short-term deferred income

TOTAL LIABILITIES TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

45

30 September 2006 (unaudited)

31 December 2005

14 185 238 970 553 604 45 183 851 942

14 185 238 970 506 124 68 316 827 595

124 775 13 129 867

87 289 123 267 5 297 215 853

230 764 1 744 20 836 757 46 135 3 803 14 944 6 202 1 403 11 777 2 481 5 438 346 284

134 064 1 331 1 333 86 263 15 978 26 485 3 746 1 084 29 164 5 795 3 786 309 029

476 151

524 882

1 328 093

1 352 477

Prokom Software S.A. Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated

Condensed changes in shareholders equity (unaudited) Share capital

Share Premium

Retained earnings

Total equity

14 185

238 970

574 440

827 595

-

-

-

-

45 183 (20 836)

45 183 (20 836)

Balance at 30 September 2006

14 185

238 970

598 787

851 942

Balance at 1 January 2005

14 085

238 970

509 597

762 752

-

-

33 665

33 665

-

-

(3 473)

(3 473)

14 185

238 970

539 789

792 944

Balance at 1 January 2006 Net profit for the period Appropriation of the part of 2005 net profit for the dividend

Net Profit for the period Appropriation of the part of 2004 net profit for the dividend Balance at 30 September 2005

46

Prokom Software S.A. Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated Condensed cash flow statement

NET CASH FLOW FROM OPERATING ACTIVITIES: Net profit before taxation Adjustments: Depreciation and amortization Changes in working capital Interest expense (income) Foreign exchange expense (income) Investment expense (income) Interest paid Tax paid Net cash from operating activities NET CASH FLOW FROM INVESTING ACTIVITIES: Disposal of subsidiaries and associates Disposal of financial assets Disposal of tangible and intangible fixed assets Loans repaid Interest received Dividends received Purchase of tangible and intangible fixed assets Purchase of financial assets held for sale, revalued to fair value through Profit & Loss Purchase of subsidiaries and associates Purchase of financial assets held to maturity Loans given Net cash used in investing activities NET CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from issue of commercial papers and bank loans Redemption of commercial papers and bank loans repayment Payables resulting from the financial lease Net cash used in financing activities Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period

3 months ended 30 September 2006 (unaudited)

9 months ended 30 September 2006 (unaudited)

3 months ended 30 September 2005 (unaudited)

9 months ended 30 September 2005 (unaudited)

24 732 (2 289) 7 163 632 4 472 (2 762) (11 794) (5 111) (1 131) 16 201

53 346 35 423 20 759 10 267 12 645 2 506 (10 754) (21 429) (19 580) 47 760

37 293 50 232 10 670 45 985 4 773 8 239 (19 435) (7 613) (1 130) 78 782

41 765 92 524 31 320 55 927 15 730 6 882 (17 335) (32 154) (3 015) 99 120

87

149

85

10 135 413

1 289 4 218 7 284 (1 526)

2 448 8 948 7 934 (7 955)

661 3 001 (793)

1 871 13 812 725 (14 335)

-

(6 297)

-

(8 381)

(370)

(42 155) (87)

(12 156) (76)

(37 345) (252)

(85) (90) 10 807

(6 395) (90) (43 500)

(18) (9 296)

(241) (33 598)

58 070

334 899

40 702

301 304

(65 701) (336)

(325 783) (852)

(108 629) (1 550)

(378 585) (3 909)

(7 967) 19 041

8 264 12 524

(69 477) 9

(81 190) (15 668)

15 812

22 329

1 254

16 931

34 853

34 853

1 263

1 263

47

Prokom Software S.A. Expressed in Polish Zloty (PLN) all amounts in thousands unless otherwise stated Condensed changes in working capital

Trade receivables Other receivables Inventories Short term accrued cost and deferred income Provisions Trade liabilities Other liabilities

3 months ended 30 September 2006 (unaudited)

9 months ended 30 September 2006 (unaudited)

3 months ended 30 September 2005 (unaudited)

9 months ended 30 September 2005 (unaudited)

(8 173) 18 093 (3 123) (8 810)

65 056 20 202 (2 068) (9 880)

(66 363) 32 614 (700) (7 287)

9 670 36 135 (1 196) 4 656

(1 133) 3 860 (82) 632

(12 866) (41 628) (8 549) 10 267

2 913 73 773 11 035 45 985

7 053 (43) (348) 55 927

48