CIECH CAPITAL GROUP WARSAW, PUŁAWSKA 182 CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2010 WITH CERTIFIED AUDITOR’S OPINION AND REPORT ON THE AUDIT WorldReginfo - 00b9de9c-ec86-4de3-925e-1095830ea04f Ciech Capital Group CONTENTS OPINION OF AN INDEPENDENT CERTIFIED AUDITOR ....................................................................3 REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH CAPITAL GROUP FOR THE FINANCIAL YEAR 2010 .............................................................5 I. GENERAL INFORMATION .................................................................................................................5 1. Identification data of the audited parent company ......................................................................................5 2. Information on the consolidated financial statements for the previous financial year .............................11 3. Identification data of the authorised entity and the chief certified auditor who conducted the audit on its behalf ........................................................................................................................................................12 4. Data accessibility and the Management Board’s statements ....................................................................12 II. FINANCIAL AND ECONOMIC POSITION OF THE CAPITAL GROUP...................................13 III. DETAILED INFORMATION ...............................................................................................................15 1. Information on the audited consolidated financial statements ..................................................................15 2. Consolidation documentation ...................................................................................................................15 3. Justification for the opinion given ............................................................................................................16 4. Completeness and correctness of the preparation of Notes and the Report on the Capital Group’s activities .................................................................................................................................................................16 IV. FINAL REMARKS ...........................................................................................................................17 CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH CAPITAL GROUP FOR THE FINANCIAL YEAR 2010 1. Consolidated Income Statement of the CIECH Group 2. Consolidated Statement of Comprehensive Income of the CIECH Group 3. Consolidated Statement of Financial Position of the CIECH Group 4. Consolidated Statement of Changes in Equity of the CIECH Group 5. Consolidated Statement of Cash Flows of the CIECH Group 6. Notes providing information on the adopted accounting policy and other notes. REPORT ON THE CIECH CAPITAL GROUP'S ACTIVITIES IN THE FINANCIAL YEAR 2010 Deloitte Audyt Sp. z o.o. 2 WorldReginfo - 00b9de9c-ec86-4de3-925e-1095830ea04f Deloitte Audyt Sp. z o.o. with registered office in Warsaw Al. Jana Pawła II 19 00-854 Warsaw Poland Phone:+48 22 511 08 11.511 08 12 Fax: +48 22 511 08 13 www.deloitte.com/pl OPINION OF AN INDEPENDENT CERTIFIED AUDITOR To the Shareholders and Supervisory Board of CIECH S.A. We have audited the attached consolidated financial statements of the CIECH Capital Group, with its registered office in Warsaw, at Puławska 182, of which CIECH S.A. is the parent company; the financial statements include: the consolidated statement of financial position as at December 31st, 2010, the consolidated income statement and the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows for the financial year starting on January 1st, 2010 and ending on December 31st, 2010 and notes, including information about the adopted accounting policy and other notes. The Management Board of the Parent Company is responsible for the preparation of the consolidated financial statements and of the report on the capital group’s activities in accordance with the binding regulations. The Management Board of the Parent Company and the Members of its Supervisory Board are obliged to ensure that the consolidated financial statements and the report on the Capital Group’s activities satisfy the requirements stipulated in the Accounting Act dated September 29th, 1994 (Journal of Laws of 2009, No. 152, item 1223 as amended), hereinafter referred to as the “Accounting Act”. Our task was to audit and express our opinion on the conformity of the consolidated financial statements with the accounting principles (policy) adopted by the Capital Group as well as to evaluate whether the statements are a reliable and transparent reflection of the Capital Group’s asset and financial situation and its financial result in all major aspects. The audit of the financial statements was planned and conducted in compliance with: - chapter 7 of the Accounting Act, - national standards for certified auditors, published by the National Council of Statutory Auditors in Poland. The audit of the consolidated financial statements was planned and conducted in a manner allowing us to obtain reasonable certainty and express our opinion on the statements. In particular, the audit assessed the correctness of the accounting principles (policy) applied by the Parent Company and the subsidiaries, and the grounds for figures and information included in the consolidated financial statements (random assessment). The audit included also comprehensive evaluation of the consolidated financial statements. We believe that the audit was a sufficient basis for expressing our opinion. District Court for the Capital City of Warsaw, KRS No. 0000031236, NIP (Tax ID): 527-020-07-86, REGON (statistical number) 010076870, share capital: PLN 100,000 Member of Deloitte Touche Tohmatsu Limited 3 WorldReginfo - 00b9de9c-ec86-4de3-925e-1095830ea04f In our opinion, the audited financial statements in all major aspects: - presents all information vital for the assessment of the Capital Group’s asset and financial situation as at December 31st, 2010 as well as of its financial result for the financial year starting on January 1st, 2010 and ending on December 31st, 2010 in a reliable and transparent manner, - has been prepared in accordance with the International Accounting Standards, the International Financial Reporting Standards and related interpretations published in the form of regulations of the European Commission, and in all matters not regulated by these standards – in accordance with the provisions of the Accounting Act and secondary legislation thereto, - is in conformity with the legal regulations binding for the Capital Group and having an impact on the content of the consolidated financial statements. Without raising doubts regarding the validity and reliability of the audited financial statements, we would like to draw attention to section 26 of Notes to financial statements in which the Management Board described completed and planned restructuring activities pertaining to further improvement of economic ratios, including return and net debt ratios for CIECH S.A. and the Ciech Capital Group. The report on the Capital Group’s activities in the financial year 2010 is complete within the meaning of Article 49.2 of the Accounting Act and the Ordinance of the Minister of Finance dated February 19th, 2009 on Current and Interim Information Provided by Issuers of Securities and the Conditions of Recognising as Equivalent Information Required by the Law Provisions of a Country which is not a Member State; the information included in the report is compliant with the audited consolidated financial statements from which it was directly taken. Maria Rzepnikowska Chief Certified Auditor performing the audit, ID 3499 representing persons entity authorised to audit financial statements, entered onto the list of authorised entities kept by the National Council of Statutory Auditors under the no. 73 Warsaw, April 20th, 2011 4 WorldReginfo - 00b9de9c-ec86-4de3-925e-1095830ea04f Ciech Capital Group REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH CAPITAL GROUP FOR THE FINANCIAL YEAR 2010 I. GENERAL INFORMATION 1. Identification data of the audited parent company The Parent Company of the Capital Group operates under the business name CIECH S.A. The Company’s registered office is in Warsaw, at 182 Puławska Str. The Company conducts its activity as a joint stock company, formed with a notarial deed on May 30th, 1995 in the presence of the notary public Paweł Błaszczak in Warsaw (Register A No. 7513/95). The Company was entered in the Commercial Register kept by the District Court for the capital city of Warsaw, 16th Commercial Registry Division in Warsaw, in section B under the RHB (Commercial Register) number 44655. Currently, the Company is entered into the Register of Companies kept by the District Court for the Capital City of Warsaw, 13th Economic Division of the National Court Register under the KRS (National Court Register) number 0000011687. The Company was assigned the NIP (tax identification number) 118-00-19-377 by the Tax Office Warsaw śoliborz on June 15th, 1993. On December 19th, 2001 the Statistical Office granted the Parent Company its REGON (state statistical number): 011179878. The Company operates in compliance with the Code of Commercial Companies. The Parent Company’s objects are the sale of chemicals on