The Śnieżka Group is formed by companies operating in concert and connected by ownership and production
links Comprehensive organization and responsible management of resources and procurement translates into
efficient operation of the Group and higher profits for Shareholders. The cooperation involves mutually
complementary activities, exchange of know-how and synergistic benefits. Fabryka Farb i Lakierów Śnieżka
SA plays a leading role in these processes.
FFIL ŚNIEŻKA SA, as the parent company, performs control functions in the supervisory bodies of the
subsidiaries. In addition, it establishes a development strategy and coordinates the development of the
entire Group in all aspects of its operations. Each member company enjoys decision-making autonomy, as
long as the decisions are consistent with the Group’s strategy and the subsidiaries’ key functions
cooperate closely with their counterparts in the Parent Company. All transactions with related entities
made by the Company and its subsidiaries are performed at arm's length.
In addition, Poli-Farbe Vegyipari Kft. has two subsidiaries that conduct commercial activities:
in Romania (POLI-FARBE RO s.r.l. in Odorheiul Secuiesc, Romania) and Slovakia (POLIFARBE SK spol. sr.o. in
Kolárovo, Slovakia), in which it holds 100% of shares.
Fabryka Farb i Lakierów Śnieżka SA was entered into the National Court Register under number 0000060537 at
the District Court in Rzeszów, XII Commercial Division of the National Court Register. The company was
registered with the Central Statistical Office and received the following REGON number: 690527477 and tax
identification number: 818-14-33-438.
The Company’s seat is located in Warsaw:
Warsaw – 00-854 Warsaw, Aleja Jana Pawła II 23, mazowieckie province
The Company’s production facilities are located in:
Lubzina 34 a, 39-102 Lubzina, Ropczyce and Sędziszów county, podkarpackie province;
Brzeźnica, ul. Dębicka 44, 39-207 Brzeźnica, Dębica county, podkarpackie province;
Pustków 604, 39-205 Pustków, Dębica county, podkarpackie province;
A list of entities comprising the Group consolidated or valuated using the equity method (as at
In 2019 the Śnieżka Group’s structure was affected by the following changes:
On 11 February 2019, the Company completed the negotiation process and concluded with Lampo Korlátolt
Felelősségű Társaság ("Lampo") controlled by Mr. Antal Szabó and Ms. Andrea Nagy György ("the Seller"),
(the Company and the Seller jointly as "the Parties"), the share acquisition agreement ("Transaction",
"Agreement") in Poli-Farbe Vegyipari Korlátolt Felelősségű Társaság with its registered seat in Bócsa,
Hungary ("Poli-Farbe"). The transaction was brought to a conclusion by the Parties on May 15, 2019.
The agreement envisages two stages:
During the I stage the Company acquired 80% of shares in Poli-Farbe.
After taking into account the subsidies (resulting from the settlement of subsidies obtained in the
past and retained by Poli-Farbe), the final total acquisition price of 80% of shares in Poli-Farbe
amounted to HUF 8.677 billion and by 31 December 2019 was paid in full. The final settlement of the
transaction in question was described in Note 14 to the consolidated financial statements.
during the second stage, the Seller has the option to sell (put option) and the Company has the
right to acquire (call option) the remaining 20% of shares in Poli-Farbe.
Implementation of the above option will be feasible in the case of meeting the conditions set out in
the Agreement, at a price equal to the higher of the following two values:
20% of the value of Poli-Farbe shares (the base value for the calculation will be 8 times the
average of EBITDA operating profit from the last two years preceding the Transaction less the net
financial standing - understood as the debt amount less the cash amount), or
HUF 2 billion, less the amount paid to the Seller by Poli-Farbe of an extraordinary dividend (in the
amount not less than two hundred million HUF).
The Sellers are entitled to put option, under which, 2 years after the completion of the first stage of
the Transaction, the Company will be obliged to acquire, at the Sellers’ request, the remaining 20% of
shares in Poli-Farbe in one or several transactions - under condition that the Sellers must present for
sale at least 5% of shares.
The put option is unlimited in time. The Sellers are entitled to the put option at any time in the case
of recalling the current Managing Director of Poli-Farbe Mr. Antala Szabó by the Issuer, or appointing
the second Managing Director in Poli-Farbe. The put option for the Sellers will be suspended for a
period of 12 months if one of the conditions activating the call option for the Company is fulfilled.
The Company is entitled to the call option, under which the Company has the right to demand the Sellers
sell the remaining 20% of shares in Poli-Farbe, provided that:
a change in the control of Lampo occurred without the prior written consent of the Company, except
for taking the control by the closest relatives of the Sellers,
Lampo was subject to transformation without the prior written consent of the Company, unless the new
entity holds the very same shareholding structure,
liquidation or bankruptcy proceedings are initiated toward Lampo, unless the Sellers provide the
Company with written evidence that they have taken all legal actions in order to prevent liquidation
the general meeting of shareholders (or similar body) adopts a resolution on the liquidation of
In the event of a significant change in the Company's business understood as: (i) takeover of control
over the Issuer by entities outside the current main shareholders of the Company (excluding their
relatives, family members and companies controlled by them), (ii) transfer of Śnieżka's core business
(as a transfer shares or assets) to another entity, excluding related entities, (iii) transfer of
Poli-Farbe’s core business (as a transfer of shares or assets) to a third party, excluding the related
entities - the Company is obliged to pay additional remuneration to the Sellers in the amount of:
one billion eight hundred million HUF, if a significant change in the Company’s business occurs
within 4 years of signing the Agreement,
one billion four hundred million HUF, if a significant change in Śnieżka’s business occurs within 8
years of signing the Agreement.
The limit of the Company's liability for any additional remuneration or similar payments in favour of
the Sellers amounts in total one billion eight hundred million HUF.
Additional significant terms and conditions of the Transaction:
As regards the contractual obligations:
The Company will maintain production in Poli-Farbe production facilities located in Bócsa, Hungary
for at least eight years, at the volume corresponding to at least 95% of the total value of annual
sales on the Hungarian market as at the date of signing the Agreement.
Should Śnieżka fail to comply with the obligation to maintain the said production volume, it will be
obliged to pay to the Seller contractual penalties, the sum of which can not exceed one billion eight
hundred million HUF.
The Parties undertook to adopt a dividend policy in Poli-Farbe, under which the company will pay a
dividend each year at a level of at least 50% of the profit available for distribution,
until May 31, 2019, the Parties will adopt an extraordinary dividend resolution for 2018 in
Poli-Farbe, amounting to at least one billion HUF, of which the Sellers will be entitled to at least
two hundred million HUF.
The Parties agreed that the consent of all its shareholders is required for the possible increase in
the share capital of Poli-Farbe, and the Sellers will have the priority of taking up the shares in the
increased share capital,
The Parties agreed that for the possible sale of Poli-Farbe's shares within two years after closing
the first stage of the Transaction, the consent of all its shareholders will be required,
The Company will not change the core business of Poli-Farbe,
The Company will maintain the employment rate in Poli-Farbe until the end of the first half of 2023,
at the level of at least 70% of employment as of the day of signing the Agreement,
The Company will sell products under the brands belonging to Poli-Farbe for at least 10 years after
closing the first stage of the Transaction.
The other terms and conditions of the Agreement do not deviate from commonly applicable ones for this
type of agreements. Bank loans are the source of financing the first stage of the Transaction by FFiL
The Company informed about the Transaction in the reports: No. 2/2019 of February 11, 2019, No. 12/2019
of April 30, 2019, No. 13/2019 of May 15, 2019, No. 23/2019 of December 12, 2019.
On February 15, 2019, the Company acquired 0.96% shares from a business partner Żanna S. Kardasz in
Śnieżka-Ukraina Sp. z o.o. for a price negotiated on the basis of a carrying amount of USD 117,150.
After acquisition of the shares, as at the date of publishing the Report, FFiL Śnieżka SA held 83.48%
shares in Śnieżka-Ukraina Sp. z o.o.
On June 20, 2019, the Company acquired 1.00% shares from a business partner Anatolij M. Niewmierżycki
in Śnieżka-BelPol Sp. z o.o for a price of USD 48,000.
After acquisition of the shares, FFiL Śnieżka SA holds 100.00% shares in Śnieżka-BelPol Sp. z o.o is the
sole shareholder. On July 1, 2019, the articles of association in new wording of Śnieżka-BelPol Sp. z
o.o. was registered, taking into account the change in the ownership structure of the shares and the
legal form of the company resulting from the status of the Company as the sole shareholder. At the same
time, the company altered its name from „Śnieżka-BelPol Wspólna Sp. z o.o.” to „Śnieżka-Belpol, Sp. z
In 2019, FFIL ŚNIEŻKA SA acquired in total 17,930 shares in Radomska Fabryka Farb i Lakierów SA of A,
B, C and D series with a nominal value of PLN 1.00 each (purchase price PLN 1.40 each, in total PLN
25,102). As at December 31, 2019 and at the day of publishing the financial statements, the shares owned
by the Company accounted for 91.50% of share capital of Radomska Fabryka Farb i Lakierów SA and entitled
to 90.20% of votes at the general meeting of this company.
FFIL ŚNIEŻKA SA’s operations
Fabryka Farb i Lakierów Śnieżka SA is the market leader of paints and varnishes in Poland. The Company
achieved such a high market position in over 35 years of its activity - the beginning dates back to 1984.
The Company's roots are linked with the Podkarpacie region, where the Group's core production facilities
and state-of-the-art Research and Development Center have been operating in years. Since 2003 the Company
- as the only one in the industry - has been listed on the Warsaw Stock Exchange.
Fabryka Farb i Lakierów Śnieżka SA is a leading brand of paints and varnishes both in domestic and
Central and Eastern Europe markets.
The portfolio of the Company is comprised of products for protection and decoration of various substrates,
both for internal and external applications. The offer includes, i.a. paints for walls and facades,
products for painting wood and metal, putties for walls and wood, as well as thermal insulation systems.
The Company conducts on-going research and development activities aimed at improving the market offer,
which is possible, thanks to work of its own specialized research laboratories being a part of the
Research and Development Centre in Brzeźnica. The Research Laboratory accredited by PCA, No. AB 855 is one
of them, which obtained in 2007 the accreditation of the Polish Centre for Accreditation and became the
only facility of this kind in the industry.
FFiL Śnieżka SA’s products are available in many distribution channels. Apart from various distribution
channels the dominant role is played by the independent one, under which a network of "Company Stores" and
"Company Showrooms" has been operating for several years. These are retail outlets that live up to
specific requirements, created in partnership with our business clients based on a ready-made business
cooperation model. The company applied a similar model on the Ukrainian market where it established a
chain of partner stores.
Also, the Company liaises with international and local DIY chains (DIY channel). Its products can be
found in Leroy Merlin, OBI, Castorama, Jula, Bricomarché chain stores as well as in outlets of the PSB
Group. Sales of the Company's products are also performed via the online store - www.dekoratorium.pl A multi-channel distribution is one of the
assumptions of the Company's sales growth strategy, and at the same time it minimizes the risk associated
with too high reliance on one distribution channel or distributor. On foreign markets, the sales of the
Company's products is carried out primarily through a middleman model. Its products are distributed by
wholesalers, retail stores and DIY stores.
The Company’s activity is based on a clearly defined set of values, as well as several years of
involvement in supporting the society as part of programs and projects in the area of corporate social
responsibility and through the activities conducted by the “Your Opportunity ” Śnieżka Foundation.
On December 31, 2019, the Company employed 793 employees (773 at the end of 2018), which accounted for
nearly 57.58% of the entire Group's team.
Śnieżka Ukraina Sp. z o.o. with its seat in Bocsa in Hungary was established in 1998.
On December 31, 2019, the company's share capital amounted to HUF 56,500 thousand and was not subject
to change compared to February 11, 2019, i.e. the day on which FFiL Śnieżka SA concluded an agreement to
acquire 80% of its shares.
Poli-Farbe Vegyipari Kft. is a company with an established position in the sector of decorative paints
for internal purposes in Hungary, which has one of the most recognizable paint brands on the market in
its portfolio. The company is also a producer of thermal insulating systems, enamels and wood
preservatives. The Poli-Farbe product range includes: interior decorative water-borne paints, enamels,
products for the protection, decoration and maintenance of wood, facade paints, primers, insulation
systems, as well as putties.
The leading brands in the company's portfolio are: Poli-Farbe, Platinium, Intaller, Cellkolor and
The company sells its products primarily through wholesalers, retail outlets and a DIY networks such
as: Obi, Bauhaus, Tesco, Auchan and Kika.
Poli-Farbe Vegyipari Kft. has two subsidiaries that conduct commercial activities in Romania and
Slovakia. On December 31, 2019, Poli-Farbe Vegyipari Kft. employed 256 employees (261 including
employees of its subsidiaries). June 30, 2019 (i.e. as at the date of publication of the first
consolidated periodic report after the Hungarian company joined the Group, which was held in May 2019),
Poli-Farbe employed respectively: 262 and 267 employees.
Śnieżka Ukraina Sp. z o.o. with its seat in Yavoriv was established in 1999.
On December 31, 2019, the Company's share capital amounted to UAH 415,7 thousand and was not subject to
change compared to the end of 2018.
Śnieżka-Ukraina is a producer of paints and putties, as well as one of the leaders in the production of
paints in Ukraine. Its products are sold under the Śnieżka and Otto Farbe brands.
The company is the main distributor of FFIL ŚNIEŻKA SA’s products on the local market. The Company
sells products mainly through wholesalers, retail outlets and local DIY networks such as Epicentr, Nowa
Linia, (Ukrainian entities) and Leroy Merlin (foreign entity).
On December 31, 2019, the Company employed 208 employees (213 at the end of 2018).
Śnieżka-BelPol Sp. z o.o. with its seat in Zhodino near Minsk was established in 2003. On December 31,
2019, the company's share capital amounted to BYN 293,9 thousand and was not subject to change compared
to the end of 2018.
Śnieżka-BelPol Sp. z o.o. is a significant manufacturer of putties, paints and varnishes on the
Belarusian market with a predominant position in the segment of putties. It sells its products under the
Śnieżka brand via wholesale stores, DIY chains and retail outlets.
On December 31, 2019, the Company employed 46 employees (53 at the end of 2018).
TM Investment Sp. z o.o. with its seat in Warsaw was established in 2010.
As at December 31, 2019 the company’s share capital amounted to PLN 168,558 thousand.
The scope of activities of TM Investment Sp. z o.o. is:
administration and management of trademarks,
market analysis and consumer behaviour in terms of launching new brands and products, as well as
changes in the current portfolio of companies comprising the Śnieżka Group,
market monitoring in order to prevent unauthorized use of trademarks registered by TM Investment Sp.
z o. o.
At the end of 2019 the company employed 7 employees, the same number as year before.
Radomska Fabryka Farb i Lakierów SA was established in 1995.
Radomska Fabryka Farb i Lakierów SA („Rafil”) is a company that specializes in the production of
anticorrosive undercoats and topcoats for heavy-duty anticorrosion application in the heavy industry. It
also produces alkyd, polyvinyl, polyurethane, epoxy and heat-resistant systems. Currently, it is one of
the most recognizable brands in its industry in Poland.
The company also manufactures products for a wide range of customers. Rich in colour, tailored to
private recipients’ needs, they are produced following the same standards and recipes as highly
specialized industrial paints. The most recognized brands by sellers and customers are as follows:
Radach, Betonmal, “Gruntoemalia na rdzę”. Rafil's products are sold through a distribution network
consisting of wholesalers and contractors from all over the country.
In 2019, the restructuring activities were continued at Radomska Fabryka Farb i Lakierów SA aimed at
optimizing costs (including purchase costs of raw materials and employee costs). The company is also
working on changing the product portfolio and introducing automation and computerization of the
As at December 31, 2019 the company’s share capital amounted to PLN 4,104 thousand and consisted of
4,101,580 shares of a nominal value of PLN 1.00 each. On December 31, 2019, the company employed 62
employees (66 at the end of 2018).
Cooperation with related entities also applies to Plastbud Sp. z o.o. in Pustków, which manufactures
Colorex pigment pastes and dyestuffs for Śnieżka’s colour systems. Plastbud Sp. z o.o. is a supplier of
some raw materials and goods.
Where do we manufacture?
Brzeźnica, Lubzina, Pustków, Radom
Žodzina u Minsku
Where do we sell?
export markets in 2019
Scope of activity
Consolidation (and %
in the share capital)
Poli-Farbe Vegyipari Kft.
III. kerület 2.
manufacture of paints, enamels, insulation systems, putties etc., wholesale and retail sales of
Full consolidation (80.00%)
Śnieżka-Ukraina Sp. z o.o.
ul. Prywokzalna 1A
manufacture of paints, varnishes, solvents, mortars, putties etc., wholesale and retail sales of
Full consolidation (83.48%)
Śnieżka-BelPol Sp. z o.o.
ul. Dorożnaja 3/1
production of putties
TM Investment Sp. z o.o.
Al. Jana Pawła II 23
Radomska Fabryka Farb i Lakierów SA
ul. Czarna 29
manufacture and sales of anti-corrosive products
Plastbud Sp. z o.o.
Pustków 164 b
manufacture of Colorex pigment pastes and dyestuffs for Śnieżka’s colour systems, a supplier of some
materials and goods for the Group