CIECH SPÓŁKA AKCYJNA WARSAW, UL. POWĄZKOWSKA 46/50

Transcription

1 CIECH SPÓŁKA AKCYJNA WARSAW, UL. POWĄZKOWSKA 46/50 FINANCIAL STATEMENT FOR THE FINANCIAL YEAR 2006 WITH THE STATUTORY AUDITOR'S OPINION AND AUDIT REPORT

2 CIECH Spółka Akcyjna CONTENTS INDEPENDENT STATUTORY AUDITOR'S OPINION... 3 SUPPLEMENTARY REPORT TO THE AUDITOR'S OPINION ON THE FINANCIAL STATEMENT OF CIECH SPÓŁKA AKCYJNA FOR THE FINANCIAL YEAR I. GENERAL INFORMATION Basic information about the audited company Information on the financial statement for the previous financial year Basic information about the authorised entity and the statutory auditor conducting the audit on behalf of the authorised entity Access to information and statements by the entity's management Property and financial standing of the Company...10 II. DETAILED INFORMATION Assessment of the accounting system Information on the audited financial statement Information on selected material items of the financial statement Completeness and correctness of the introduction to the financial statement, additional information and explanations and the entity's management report Final information and conclusions...16 FINANCIAL STATEMENT OF CIECH SPÓŁKA AKCYJNA FOR THE FINANCIAL YEAR Introduction 2. Balance sheet 3. Profit and loss account 4. Statement of changes in equity 5. Cash flow statement 6. Additional information and explanatory notes COMPANY MANAGEMENT REPORT Deloitte Audyt Sp. z o.o. 2

3 INDEPENDENT STATUTORY AUDITOR'S OPINION To the Shareholders and Supervisory Board of CIECH Spółka Akcyjna We have audited the appended financial statement of CIECH S.A. with its registered office in Warsaw, at ul. Powązkowska 46/50, including: introduction to the financial statement balance sheet prepared as of December 31st, 2006, showing the total assets and liabilities of PLN 1,384,787,000 profit and loss account for the period from January 1st, 2006 to December 31st, 2006, showing a net profit of PLN 166,739,000 statement of changes in equity for the period from January 1st, 2006 to December 31st, 2006, showing an increase in equity by PLN 144,339,000 cash flow statement for the period from January 1st, 2006 to December 31st, 2006, showing an increase in cash by PLN 13,341,000 additional information and explanatory notes The Company's Management Board is responsible for the preparation of the above-mentioned financial statement. Our task was to audit this statement and express our opinion concerning its reliability, accuracy and clarity and the correctness of the accounting books on which the statement is based. We planned and conducted our audit of the financial statement in accordance with the provisions of: chapter 7 of the Accounting Act of September 29th, 1994 (Journal of Laws of 2002 No. 76, item 694, as amended) professional standards for statutory auditors issued by the Polish National Council of Statutory Auditors in order to obtain reasonable assurance whether the financial statement is free from material misstatements. The audit covered in particular the check largely at random of accounting documents and entries that constitute the source of amounts and information included in the financial statement, as well as the assessment of the accounting (policy) principles employed, essential estimates by the Company's Management Board and a general evaluation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. 3

4 In our opinion, the audited financial statement of CIECH S.A. for the financial year 2006 was prepared in every material aspect: as regards the form and content in accordance with the requirements of the Accounting Act of September 29th, 1994, and the Company's Articles of Association in accordance with the accounting standards defined in this act and the accounting policy adopted by the Company on the basis of correct accounting books in accordance with the requirements defined in the Regulation of the Minister of Finance of October 18th, 2005, concerning the scope of information conveyed in financial statements and consolidated financial statements, required in prospectuses for issuers with their registered offices in the territory of the Republic of Poland, to whom Polish accounting standards apply (Journal of Laws No. 209, item 1743) and in the Regulation of the Minister of Finance of October 19th, 2005 concerning Current and Periodic Information to be Published by Issuers of Securities (Journal of Laws No. 209, item 1744) and reflects fairly and clearly all information important for the assessment of the property and financial standing of the audited Company as of December 31st, 2006, and its financial result for the period from January 1st to December 31st, Without qualifying our opinion on correctness and reliability of the audited financial statement, we would like to point out: the fact that the presented financial statement is an individual statement prepared in accordance with the Polish accounting standards. It cannot be considered as the sole basis for assessing the financial standing and property of the Parent Company of the Capital Group. Besides the financial statement, the Company also prepares a consolidated financial statement in accordance with the International Financial Reporting Standards. By the date of the auditor's opinion on the individual statement, the consolidated statement had not been prepared yet Section No. 2.4 of the additional information and explanatory notes to the financial statement in which the Management Board describes court cases pending against the Company. Certain proceedings are still pending and their outcomes and consequences cannot be adequately assessed now. The Management Board has estimated a provision against the potential claims at the total amount of PLN 17,500,000 and recognised this provision in the financial statement. No provisions have been established for any other potential claims, as described by the Management Board in the aforementioned note, which could arise in the event of rulings awarded against the Company 4

5 The Company Management Report for the financial year 2006 is complete within the meaning of Art. 49 sections 2 and 3 of the Accounting Act and the Regulation of the Minister of Finance of October 19th, 2005, concerning Current and Periodic Information to be Published by Issuers of Securities, and the information included therein that have been taken directly from the audited financial statement is compliant with it Maria Rzepnikowska entity's representatives Statutory auditor Registration No. 3499/1028 Auditors (KRBR)... entity authorised to audit financial statements, entered into the list of authorised entities under Reg. No. 73 kept by the Polish National Council of Statutory Warsaw, March 19th,

6 CIECH Spółka Akcyjna SUPPLEMENTARY REPORT TO THE AUDITOR'S OPINION ON THE FINANCIAL STATEMENT OF CIECH SPÓŁKA AKCYJNA FOR THE FINANCIAL YEAR 2006 I. GENERAL INFORMATION 1. Basic information about the audited company The Company operates under the name of CIECH Spółka Akcyjna. According to the provisions of the Company's Articles of Association, it is acceptable to use the abbreviation CIECH S.A. The Company's registered office is in Warsaw, at ul. Powązkowska 46/50. The Company operates as a joint-stock company established with a notarial deed on May 30th, 1995 before a Notary Public, Paweł Błaszczak, in Warsaw (Repertory A No. 7513/95). Under a decision of the District Court for the capital city of Warsaw, 19th Economic and Register Division in Warsaw of May 24th, 2001, the Company is registered in the Register of Entrepreneurs under KRS number The Company's Taxpayer Identification Number (NIP) is: , as assigned by the Warszawa Żoliborz Tax Office on June 15th, The Company's statistical number (REGON) as assigned by the Statistical Office on December 19th, 2001, is: The Company operates on the basis of provisions of the Code of Commercial Companies. According to the Company's Articles of Association, the Company's business activity is as follows: agents involved in the sale of fuels, metal ores and industrial chemicals other non-specialised wholesale agents specialising in the sale of particular products or ranges of products, not classified elsewhere agents specialising in the sale of a variety of goods wholesale of pharmaceutical products wholesale of solid, liquid and gaseous fuels and related products and chemical products wholesale of other intermediate products transhipment of goods at seaports, inland ports and other transhipment points warehousing and storage of goods at seaports, inland ports and other storage areas business and management consultancy activities holding management-related activities market research and public opinion polling buying, selling and development of immovable property on own account letting of immovable property on own account other credit granting other financial intermediation not classified elsewhere other business activities not classified elsewhere In the audited period, the Company performed business activity in the area of the sale of chemicals on the domestic market plus export and import of chemical industry products. Deloitte Audyt Sp. z o.o. 6

7 CIECH Spółka Akcyjna The share capital of the Company as of December 31st, 2006, amounted to PLN 140,001,000 and divided into 28,000,000 ordinary shares of a par value of PLN 5 each. Pursuant to a resolution of the GSM of May 21st, 1996, 284 A-series shares were redeemed with the net profit for As of December 31st, 2006, the Company's shareholders included: Kompania Węglowa S.A % of shares Franklin Templeton Investments % of shares Otwarty Fundusz Emerytalny PZU Złota Jesień % of shares Commercial Union Investment Management (CUIM) Poland % of shares Pionieer Pekao Investment Management S.A. (PPIM) % of shares including Pioneer investment funds managed by PPIM % of shares minor shareholders, individuals % of shares After the balance-sheet date, there were the following changes to the ownership structure of the Company's share capital: on February 5th, 2007, the Management Board of S.A. received a notification that Franklin Resources, Inc. and its associates did no longer hold ordinary shares in Ciech S.A. and that the number of shares held by the above Companies was reduced to 0% as a result of two transactions carried out on the Warsaw Stock Exchange on February 2nd, 2007 There were no changes to the Company's share capital either in the financial year or after the balance-sheet date. The share capital of the Company as of December 31st, 2006 amounts to PLN 728,418,000. The financial year of the Company is the same as the calendar year. The Company treats its subsidiaries, co-subsidiaries, and associates as affiliates. As of the date of this opinion, the Company's Management Board was composed of: Mirosław Kochalski - President of the Management Board Wojciech Wardacki - Member of the Management Board Rafał Pasieka - Member of the Management Board Marek Trosiński - Member of the Management Board The Company's Proxy is Mr Kazimierz Przełomski. There were the following changes to the composition of the Company's Management Board in the audited period: as of January 1st, 2006, the composition of the Company's Management Board was as follows: Ludwik Klinkosz - President of the Management Board Jerzy Golis - Member of the Management Board Stefan Rojewski - Member of the Management Board On July 24th, 2006, the Extraordinary General Shareholders' Meeting of CIECH S.A. dismissed Mr Ludwik Klinkosz President of the Management Board - and Mr Jerzy Golis Member of the Management Board - from the Management Board of CIECH S.A. On the same day, the Extraordinary General Shareholders' Meeting of CIECH S.A. appointed Mr Mirosław Kochalski as the President of the Management Board of CIECH S.A. and Mr Wojciech Wardacki as a Member of the Management Board. On August 2nd, 2006, the Extraordinary General Shareholders' Meeting of CIECH S.A. dismissed Mr Stefan Rojewski from the Company's Management Board. Deloitte Audyt Sp. z o.o. 7

8 CIECH Spółka Akcyjna On August 8th, 2006, the Supervisory Board of CIECH S.A. delegated Mr Wiktor Cwynar to replace the dismissed Member of the Management Board of CIECH S.A. and to perform temporarily the duties of a member of the Management Board of Ciech S.A. until the General Shareholders' Meeting supplemented the Company's Management Board so that it would have the minimum number of members as determined in the Articles of Association of CIECH S.A. The Extraordinary General Shareholder's Meeting of CIECH S.A. on September 15th, 2006, supplemented the Management Board of CIECH S.A., appointing Mr Rafał Pasieka to the Management Board. As of December 31st, 2006, the composition of the Management Board of CIECH S.A. was as follows: Mirosław Kochalski - President of the Management Board Wojciech Wardacki - Member of the Management Board Rafał Pasieka - Member of the Management Board On January 31st, 2007, the Extraordinary General Shareholders' Meeting of CIECH S.A. appointed Mr Marek Trosiński to the Company's Management Board. 2. Information on the financial statement for the previous financial year The Company's operations in 2005, lead to a net profit of PLN 41,900,000. The Company's financial statement for the financial year 2005, was audited by the statutory auditor. The audit was carried out by an authorised entity, Deloitte Audyt Sp. z o.o. The statutory auditor issued their opinion on this statement on April 12th, 2006, drawing the attention to: "- the fact that it is an individual statement, so it should primarily serve the purposes defined in the Articles of Association. The audited financial statement cannot be considered as the sole basis for assessing the financial standing and property of the Parent Company of the Capital Group. Besides the individual statement, the Company will also prepare a consolidated financial statement of the Capital Group whose parent company it is in accordance with the International Financial Reporting Standards. - court cases pending against the Company as described by the Management Board in Section 2 of the additional explanatory notes to the financial statement. Certain proceedings are still pending and their outcomes and consequences cannot be adequately assessed now. The Management Board has estimated a provision against the potential claims at the total amount of PLN 17,500,000 and recognised this provision in the financial statement. No provisions have been established for any other potential claims, as described by the Management Board in the aforementioned note, which could arise in the event of rulings awarded against the Company." The General Shareholders' Meeting that approved the financial statement for the financial year 2005 was held on June 14th, The General Shareholders' Meeting decided to have the following distribution of the net profit for 2005: dividends for shareholders - PLN 22,400,000 provision for capital reserve - PLN 19,500,000 In conformity with applicable laws the financial statement was filed with the National Court Register on June 29th, 2006, and filed with Monitor Polski B (Official Gazette of the Republic of Poland) to be published on the same day. This statement was published in Monitor Polski B No. 231 on February 8th, Deloitte Audyt Sp. z o.o. 8

9 CIECH Spółka Akcyjna 3. Basic information about the authorised entity and the statutory auditor conducting the audit on behalf of the authorised entity The audit of the financial statement was conducted under the agreement of June 21st, 2006, concluded between CIECH S.A. and Deloitte Audyt Sp. z o.o. with its registered office in Warsaw, at ul. Piękna 18, entered in the list of entities authorised to audit financial statements kept by the National Council of Statutory Auditors, under No. 73. On behalf of the authorised entity, the audit of the financial statement was conducted under the supervision of the statutory auditor Maria Rzepnikowska (Registration No. 3499/1028) at the Company's registered office from November 20th to December 1st, 2006 and from February 5th to February 16th, 2007, and outside the Company's premises from February 19th to March 19th, The authorised entity was appointed by the Supervisory Board by virtue of a resolution of May 11th, 2006, based on the authorisation provided for in para. 21 of the Company's Articles of Association. Deloitte Audyt Sp. z o.o. and the statutory auditor Maria Rzepnikowska confirm that they are authorised to audit financial statements and that they meet the requirements set forth in Art. 66 sections 2 and 3 of the Accounting Act and can therefore express their objective and independent opinion on the financial statement of CIECH S.A. 4. Access to information and statements by the entity's management We met no obstructions in conducting our audit. The authorised entity and the statutory auditor had unlimited access to all the documents and data requested, and were provided with sufficient information and explanations, which has been confirmed by a written statement of the Company's Management Board issued on March 19th, Deloitte Audyt Sp. z o.o. 9

10 CIECH Spółka Akcyjna 5. Property and financial standing of the Company Below you can find basic figures derived from the profit and loss account and the financial ratios reflecting the financial result, property, and financial standing of the Company, compared to the corresponding values in the previous years. Basic figures from the profit and loss account (in thousand PLN) Sales income 1,640,918 1,588,892 1,470,007 Operating expenses 1,525,891 1,527,644 1,441,988 Other operating revenue 7,292 20,506 30,501 Other operating costs 15,280 23,359 24,600 Financial revenue 109,917 23,453 23,945 Financial costs 12,191 38,369 36,482 Income tax 38,026 1,579 1,938 Net profit (loss) 166,739 41,900 19,445 Profitability ratios return on sales profit on sales x 100% sales income net return on sales net profit x 100% sales income net return on equity net profit x 100% equity 7.0% 3.9% 1.9% 10.2% 2.6% 1.3% 22.9% 7.2% 5.5% Efficiency ratios asset turnover ratio sales income total assets receivables turnover ratio in days trade receivables x 365 sales income liabilities turnover ratio in days trade liabilities x 365 operating expenses inventory turnover ratio in days inventories x 365 operating expenses Liquidity/Net working capital Deloitte Audyt Sp. z o.o. 10

11 CIECH Spółka Akcyjna debt ratio total creditors total liabilities equity to assets ratio equity total assets net working capital (in thousand PLN) current assets short-term liabilities liquidity ratio current assets short-term liabilities quick ratio current assets - inventories short-term liabilities 44.9% 32.1% 54.1% 52.6% 64.7% 42.9% (69) 138,997 (80,167) The analysis of the figures and ratios presented above shows the following phenomena of 2006: an increase in profitability ratios shortening of the liabilities turnover cycle receivables turnover remaining on the same level as in 2005 an increase in the debt ratio a decrease in liquidity ratios a significant decrease in the net working capital Deloitte Audyt Sp. z o.o. 11

12 CIECH Spółka Akcyjna II. DETAILED INFORMATION 1. Assessment of the accounting system Accounting system The Company has valid documentation describing its accounting (policy) principles, in particular concerning: the definition of the financial year and the reporting periods it comprises, methods of measurement of assets and liabilities and of determination of the financial result, accounting book keeping method plus data and data base protection system. The documentation of the accounting policy was developed in accordance with the Accounting Act and approved for use from January 1st, 2003, by way of a Resolution of the Management Board No. 1/ of February 25th, Changes in the accounting policy that resulted from changes in accounting and tax laws were made by way of separate resolutions of the Company's Management Board. The accounting principles adopted by the Company are in line with the Accounting Act. Basic principles of valuation of assets and liabilities and measurement of the financial result are set forth in the introduction to the financial statement. The Company uses a computer system for accounting records Oracle Financials in which it enters all business events, except for the calculation of remunerations and related charges that are handled through the HR and remuneration system TETA. The Oracle Financials system is secured with passwords against the access of unauthorised parties and with functional access restrictions. The definition of the IT system meets the requirements of Art. 10 section 1 item 3 letter c) of the Act. The opening balance is taken from the approved financial statement for the previous financial year, and was entered correctly in the accounting books for the audited period. In the part that we audited, the documentation of business operations, accounting books and the connections between accounting entries and documents and the financial statement meet the requirement of chapter 2 of the Act. Accounting books, accounting documents, the documentation of the bookkeeping method and the approved financial statements of the Company are prepared in line with chapter 8 of the Accounting Act. The Company made an inventory of assets and liabilities to such an extent, within such deadlines and with such a frequency as required in the Accounting Act. Stocktaking differences were recognised and settled in the books of the audited period. 2. Information on the audited financial statement The audited financial statement was prepared as of December 31st, 2006, and includes: introduction to the financial statement balance sheet prepared as of December 31st, 2006, showing the total assets and liabilities of PLN 1,384,787,000 profit and loss account for the period from January 1st, 2006 to December 31st, 2006, showing a net profit of PLN 166,739,000 Deloitte Audyt Sp. z o.o. 12

13 CIECH Spółka Akcyjna statement of changes in equity for the period from January 1st, 2006 to December 31st, 2006, showing an increase in equity by PLN 144,339,000 cash flow statement for the period from January 1st, 2006 to December 31st, 2006, showing an increase in cash by PLN 13,341,000 additional information and explanatory notes The structure of assets and liabilities and the items determining the financial result is presented in the financial statement. 3. Information on selected material items of the financial statement Property, plant, and equipment The item of property, plant, and equipment at the Company covers fixed assets and fixed assets under construction to the amount of PLN 21,875,000. Additional information and explanatory notes to the financial statement correctly present changes in fixed assets and fixed assets under construction, including disclosure of possible revaluation write-downs on the above assets. Long-term investments Long-term investments at the Company include: shares and stocks in affiliates to the amount of PLN 921,000,000 shares and stocks in other entities to the amount of PLN 988,000 investments in immovable property to the amount of PLN 11,100,000 Additional information and explanatory notes 4a and 4k to the financial statement correctly present changes in investments during the financial year. Structure of inventories The age structure of gross values of inventories is as follows: Inventory lingering period Name of inventory over 0-30 days days days days 1 year Goods 10, ,685 Structure of receivables The age structure of trade receivables is correctly presented in the explanatory note on this balancesheet item. Liabilities The Company's short-term liabilities both towards affiliates and towards other entities fall within contractual payment deadlines. The highest amounts in the Company's liabilities are as follows: long-term loans and borrowings to the amount of PLN 205,963,000 short-term loans and borrowings to the amount of PLN 148,472,000 trade liabilities to the amount of PLN 231,254,000 Deloitte Audyt Sp. z o.o. 13

14 CIECH Spółka Akcyjna A list of loans taken plus a description of their collaterals is disclosed in additional information and explanatory notes 19d and 20c to the financial statement. The long-term loans to be repaid in 2007 are disclosed in the financial statement as short-term liabilities. There were no barred or remitted liabilities in the sample that we audited. Prepayments, accruals, and provisions for liabilities Explanatory notes on prepayments and accruals and provisions for liabilities describe their structure correctly. Costs and income that are settled over time are correctly categorised for the audited financial period. Provisions for liabilities were established in reliably estimated amounts. Items are recognised fully and correctly as regards material aspects for the whole financial statement. Justification of the opinion In our opinion, we pointed out the fact that the audited financial statement was an individual statement prepared in accordance with the Polish accounting standards, and that it could not be considered as the sole basis for assessing the financial standing and property of the Parent Company of the Capital Group. Besides the individual statement, the Company will also prepare a consolidated financial statement of the Capital Group whose dominant company it is in accordance with the International Financial Reporting Standards, By the date of the auditor's opinion on the individual statement, the consolidated statement had not been prepared yet. In addition, we drew attention to court cases pending against the Company as described by the Management Board in Section 2 of the additional explanatory notes to the financial statement. Certain proceedings are still pending and their outcomes and consequences cannot be adequately assessed now. The Management Board estimated a provision against the potential claims at the total amount of PLN 17,500,000 and recognised this provision in the financial statement. No provisions were established for any other potential claims, as described by the Management Board in the aforementioned note, which could arise in the event of rulings awarded against the Company. 4. Completeness and correctness of the introduction to the financial statement, additional information and explanations and the entity's management report The introduction to the financial statement contains all information required in Annex No. 1 to the Accounting Act, the Regulation of the Minister of Finance of October 18th, 2005, concerning the scope of information conveyed in financial statements and consolidated financial statements, required in prospectuses for issuers with their registered offices in the territory of the Republic of Poland, to whom Polish accounting standards apply and the Regulation of the Minister of Finance of October 19th, 2005, concerning Current and Periodic Information to be Published by Issuers of Securities. The Company has confirmed the legitimacy of the application of the going concern principle while preparing the financial statement. This introduction correctly and fully describes the principles of valuation of assets and liabilities and of measurement of the financial result and method of preparing the financial statement. The Company prepared additional information and explanations in the form of tabular notes to the individual items of the balance sheet and the profit and loss accounts as well as descriptions. Explanatory notes to the items: property, plant and equipment, intangible assets, investment, liabilities and provisions correctly present increases and decreases plus the titles of these changes during the financial year. The Company provided information with respect to individual assets Deloitte Audyt Sp. z o.o. 14

15 CIECH Spółka Akcyjna disclosed in the balance sheet, stating whether or not, the assets could be disposed of freely, taking into account the collateral established for creditors. Additional information and explanatory notes to the financial statement correctly and fully describe reporting items and clearly present other information in accordance with the requirements defined in the Regulation of the Minister of Finance of October 18th, 2005, concerning the scope of information conveyed in financial statements and consolidated financial statements, required in prospectuses for issuers with their registered offices in the territory of the Republic of Poland, to whom Polish accounting standards apply (Journal of Laws No. 209, item 1743) and in the Regulation of the Minister of Finance of October 19th, 2005, concerning Current and Periodic Information to be Published by Issuers of Securities (Journal of Laws No. 209, item 1744). The Management Board prepared and appended to the financial statement the Company Management Report for the financial year The Management Report contains information required in Art. 49 sections 2 and 3 of the Accounting Act and in the Regulation of the Minister of Finance of October 19th, 2005, concerning Current and Periodic Information to be published by Issuers of Securities. We have audited the information disclosed in the report as originating directly from the audited financial statement. Deloitte Audyt Sp. z o.o. 15

16 CIECH Spółka Akcyjna 5. Final information and conclusions Statements of the Management Board Deloitte Audyt Sp. z o.o. and the statutory auditor received a written statement from the Management Board of the Company, asserting that the Company complied with law Maria Rzepnikowska entity's representatives Statutory auditor Registration No. 3499/1028 Statutory Auditors (KRBR)... entity authorised to audit financial statements, entered into the list of authorised entities under Reg. No. 73 kept by the Polish National Council of Warsaw, March 19th, 2007 Deloitte Audyt Sp. z o.o. 16

17 Letter of the President of the Management Board of Ciech S.A. Dear Sir/Madam! The events of the last year have confirmed that Ciech S.A. and the Ciech Chemical Group are a chemical market leader in our region of Europe. The positive signs are the very good recommendations from the brokerage houses for shares in Ciech S.A. listed on the Warsaw Stock Exchange, which are due to a growing turnover, and new markets that we gain. We conduct trade deals in over 90 countries all over the world. The acquisitions completed in 2006, strengthened significantly the Soda and Organika Divisions ensuring our Group income of PLN 3.5 billion a year. The Soda Division of Ciech SA extended in December 2006, to include a Romanian company - Uzinele Sodice Govora. This transaction means a qualitatively new competitive position on the European soda market and ensures us a distinct leadership in Central Europe. Besides the plant, Ciech S.A. also bought a market and additional manufacturing capacity. The acquisition of USG is the first time we have ever invested in a foreign manufacturing plant. On November 30th, 2006 in Bucharest, Ciech S.A. and the Romanian government agency - AVAS - signed an annex to the privatization agreement concluding the purchase of the majority interest in the soda manufacturing plant Uzinele Sodice Govora S.A. that gave the right of property for 93.14% of shares in US Govora. The project value shall amount to approximately EUR 60 million. As a result, the Ciech Chemical Group has become the second largest soda ash manufacturer in Europe. It achieved a stronger competitive position in the Czech Republic, Slovakia, Hungary, Austria, and Balkan countries. The competitiveness of Romanian soda in Western Europe (Great Britain and Germany) decreased, which enables us to shape the pricing policy in a more advantageous manner. In line with the signed agreement, Ciech will implement an investment scheme amounting to approximately EUR 26 million in USG. Investments mean a transfer of expertise, doubling the sales income and doubling the manufacturing capacity to 530,000 tons of soda a year. According to forecasts, the demand for soda ash will remain stable not only in 2007, but also in subsequent years. On December 20th, 2006, Ciech S.A. finalised two very important transactions with Nafta Polska. We purchased 80% of shares in Z.Ch. Zachem S.A. in Bydgoszcz for PLN 80 million, guaranteeing that we would invest PLN million in this company within 5 years. The other transaction is the purchase of 80% of shares in Z.Ch. Organika-Sarzyna S.A. in Nowa Sarzyna for PLN million. Guaranteed investments shall amount to PLN 130 million within 5 years. Due to these acquisitions, the Organika Division was promoted to Division One of European players as regards the manufacture of epoxy and polyester resins, TDI, EPI, and plant protection chemicals. The implementation of the above investments will enable us to have a significant growth in income and increase in margins. In 2007, the share of the Organika Division in the Group's sales will increase from 20.6% to 41.7%. The Management Board of Ciech plans to work out a new development concept for the Foschem Division that would provide for the strengthening of the Group's position in the market of products for agriculture plus silicates and glass. Last year's forecasts were exceeded considerably. I am certain that the next management report of Ciech S.A. will be equally optimistic. President of the Management Board of CIECH S.A. Mirosław Kochalski

18 Statement of the Management Board of CIECH Spółka Akcyjna in Warsaw, ul. Powązkowska 46/50 We state that the entity is authorised to audit financial statements and that they have audited the financial statement for the period from January 1st, 2006 to December 31st, 2006, and was appointed in agreement with applicable laws and it is: Deloitte Audyt Sp. z o.o. with its registered office in Warsaw, entered in the list of entities authorised to audit financial statements kept by the National Council of Statutory Auditors, under Registry No. 73. This entity and statutory auditors that conducted the audit meet the requirements that enable them to issue an objective and independent review report, in agreement with applicable domestic laws. Warsaw, March 19th, President of the Management Board Member of the Management Board. Member of the Management Board.. Member of the Management Board

19 Statement of the Management Board of CIECH Spółka Akcyjna in Warsaw, ul. Powązkowska 46/50 We state that to the best of our knowledge the financial statement as of December 31st, 2006, and comparable data have been prepared in line with the appropriate accounting standards and they reflect the property, financial standing, and financial result of the company in a true, accurate, and clear manner. We further state that the annual statement provides a true picture of the company's development, achievements, and position, including basic risks and threats. Warsaw, March 19th, 2007 President of the Management Board. Member of the Management Board Member of the Management Board... Member of the Management Board

20 FINANCIAL STATEMENT FOR 2006 CIECH S.A. INTRODUCTION INTRODUCTION TO THE FINANCIAL STATEMENT a) CIECH S.A. was established on September 1st, 1995, by means of a transformation of Centrala Importowo-Eksportowa Sp. z o.o. The Company has its registered office in Warsaw, at ul. Powązkowska 46/50 and is registered under the number with the District Court for the Capital City of Warsaw in Warsaw, 12th Economic Division of the National Court Register. The core business of the Company as defined in the Articles of Association includes: conducting business activities comprising trade activities, investments, manufacturing, services, and financial operations, including in particular foreign and domestic trade in chemicals and related operations (PKD 5190 Z). The Company may also act as an agent for Polish and foreign companies. b) The life of the Company CIECH S.A. is unlimited. c) The presented financial statement covers figures for the period from January 1st, 2006 to December 31st, Comparable financial data cover the financial year ending on December 31st, All financial data are given in thousand PLN, unless provided otherwise. The Company keeps its accounting books according to the Accounting Act of September 29th, 1994 (consolidated text: Journal of Laws of 2002 No. 76, item 694 with later amendments). d) Information concerning the Members of the Management Board and the Supervisory Board is provided in Section 9 in the additional explanatory notes. e) The presented financial statement does not include combined data because the Company does not have any internal organisational units that would prepare their own financial statements. f) CIECH S.A. is a parent company and significant investor and it prepares a consolidated financial statement. g) There were no mergers of companies in the periods covered by the presented financial statement of CIECH S.A. h) The presented financial statement has been prepared under the assumption of the Company as a going concern in the foreseeable future. The Management Board is not aware of any circumstances that could indicate any significant threat to the business continuity as a going concern for the Company. i) The financial statement and comparable data were prepared in line with uniform accounting principles, to ensure their comparability. No changes were made to the accounting principles (policy) in the period covered by the presented financial statement. j) In the opinions of statutory auditors included in their audit of the Company's financial statements there are no reservations that would make it necessary to adjust the presented data in the financial statement or comparable financial data. k) PRINCIPLES AND METHODS OF VALUATION OF ASSETS AND LIABILITIES AS OF THE BALANCE SHEET DATE AND OF MEASUREMENT OF THE FINANCIAL RESULT AS WELL AS THE METHOD OF PREPARING THE FINANCIAL STATEMENT AND COMPARABLE DATA. 1