MVM GROUP CONSOLIDATED FINANCIAL STATEMENTS 2011

Transcription

1

2 Table of contents Independent Auditors' Report 3 Consolidated Balance Sheet 5 Consolidated Profit and Loss Account 7 Supplementary Notes to the Consolidated Financial Statements 8

3 Independent Auditors' Report This is an English translation of the Independent Auditors Report on the 2011 statutory Consolidated Financial Statements of MVM Magyar Villamos Művek Zrt. issued in Hungarian. If there are any differences, the Hungarian language original prevails. This report should be read in conjunction with the complete statutory Consolidated Financial Statements it refers to. Independent Auditors Report To the shareholders of MVM Magyar Villamos Művek Zrt. Report on the Consolidated Financial Statements We have audited the accompanying 2011 consolidated financial statements of MVM Magyar Villamos Művek Zrt. (hereinafter referred to as the Company ), which comprise the consolidated balance sheet as at 31 December 2011, which shows total assets of MHUF 925,524 and retained profit for the year of MHUF 37,463, and the consolidated income statement for the year then ended, and consolidated supplementary notes, comprising a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of this consolidated financial statements in accordance with the provisions of the Act on Accounting and accounting principles generally accepted in Hungary, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on this consolidated financial statements based on our audit. We conducted our audit in accordance with the Hungarian National Standards on Auditing and applicable laws and regulations in Hungary. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion We have audited the consolidated financial statements of MVM Magyar Villamos Művek Zrt., their components and elements and their accounting and documentary support in accordance with Hungarian National Standards on Auditing and gained sufficient and appropriate evidence that the consolidated financial statements have been prepared in accordance with the provisions of the Act on Accounting and accounting principles generally accepted in Hungary. In our opinion, the consolidated financial statements give a true and fair view of the financial position of MVM Magyar Villamos Művek Zrt. and its consolidated subsidiaries as of 31 December 2011, and of its financial performance and of the result of its operations for the year then ended. 3

4 Independent Auditors' Report Emphasis of Matter Without qualifying our opinion we draw the attention to point B.5. of the Supplementary Notes, which describes that in the previous years the Company recognised HUF 11.4 billion provisions for contingent liabilities in relation to disputes with a supplier, which arose under the terms of long-term electricity purchase agreements. Other Matters The 2010 consolidated financial statements of the Company were audited by another auditor, who issued an unmodified opinion in its Auditor's Report dated 30 March We have issued an Auditor s Report dated 28 March 2012 on the consolidated financial statements submitted to the general meeting for approval and have considered the events after the balance sheet date only up to that date. The general meeting amended the consolidated financial statements in terms of the amount of dividend payments, which resulted in a decrease in the retained profit for the year of MHUF 10,016. Report on the Consolidated Business Report We have audited the accompanying 2011 consolidated business report of MVM Magyar Villamos Művek Zrt. Management is responsible for the preparation of the consolidated business report in accordance with the provisions of the Act on Accounting and accounting principles generally accepted in Hungary. Our responsibility is to assess whether this consolidated business report is consistent with the 2011 consolidated financial statements. Our work with respect to the consolidated business report was limited to the assessment of the consistency of the consolidated business report with the consolidated financial statements, and did not include a review of any information other than that drawn from the audited accounting records of the Company. In our opinion, the 2011 consolidated business report of MVM Magyar Villamos Művek Zrt. is consistent with the data included in the 2011 consolidated financial statements of MVM Magyar Villamos Művek Zrt. Budapest, 9 May 2012 KPMG Hungária Kft. Registration number: István Henye István Henye Partner Professional Accountant Registration number:

5 BALANCE SHEET Statistical code No Company registration No. 31 december 2011 BALANCE SHEET Assets No. Item description Previous year legyen MVM Hungarian Electricity Private Limited Company Modification of figures of previous years figures in HUF M a b c e Subject year 01. A. Fixed assets ( ) 655, , I. Intangible assets ( ) 13, , Capitalised value of foundation and reorganisation Capitalised value of research and development Rights of pecuniary value 4,329 4, Intellectual property 8,797 7, Goodwill 08. Advances on intangible assets Value adjustment of intangible assets II. Tangible assets ( ) 566, , Lands, buildings and related rights of pecuniary value 146, , Technical equipment, machinery and vehicles 149, , Other equipment, fixtures, fittings and vehicles 6,477 6, Breeding animals 15. Assets in course of construction and refurbishment 28,487 18, Advances on construction 10,988 1, Value adjustment of tangible assets 224, , III. Financial assets ( ) 75, , Long-term participating interests in affiliated companies 36,817 38, Long-term loans to affiliated companies 21. Other long-term participating interests 34,812 30, Long-term loans to companies linked by other participations Other long-term loans Long-term debt securities 25. Value adjustment of financial assets 26. Valuation difference on financial assets 27. Goodwill on consolidation (28+29) 2,990 5, from subsidiaries 2,990 5, from associated companies 30. B. Current assets ( ) 208, , I. Inventories ( ) 81, , Raw materials and consumables 70,721 81, Work in progress 3,281 6, Young animals, fatstocks and other animals Finished products Goods 3,153 6, Advances on goods 4,587 1, II. Receivables ( ) 77, , Trade debtors 45,595 59, Receivables from affiliated companies 548 8, Receivables from companies linked by other participations 8,775 9, Bills receivable 43. Other receivables 16,448 18, Valuation difference on receivables 45. Positive valuation difference on derivative transactions 46. orporate tax claim arising from consolidation 5,636 5, III. Securities ( ) Participating interests in affiliated companies 49. Other participating interests Own shares and partnership shares Debt securities held for trading 52. Valuation difference on securities 53. IV. Liquid assets (54+55) 49, , Cash, cheques Bank deposits 49,875 52, C. Prepaid expenses and accrued income ( ) 11, , Accrued income 8,818 7, Prepaid costs and expenses 2,809 4, Deferred expenses TOTAL ASSETS ( ) 876, ,524 Dated in Budapest, 9 May

6 Statistical code No Company registration No. BALANCE SHEET 31 december 2011 BALANCE SHEET Equity and Liabilities No. Item description Previous year legyen MVM Hungarian Electricity Private Limited Company Modification of figures of previous years figures in HUF M a b c e Subject year 61. D. Shareholders equity ( ) 522, , I. Issued capital 200, , of which: repurchased ownership shares, at nominal value II. Issued capital not paid (-) III. Capital reserve 31, , IV. Retained earnings 123, , V. Tied-up reserve VI. Valuation reserve (69+70) 224, , Valuation reserve of value adjustment 224, , Valuation reserve of real valuation 71. VII. Balance sheet profit/(-)loss 9, , VIII. Change in shareholders equity of subsidiariesv -17, , IX. Changes due to consolidation ( ) -52, , From the balance of debt consolidation 75. From the balance of interim profit/(-)loss -67,550-42, Amortisation of goodwill on consolidation -7,017-7, Change in value of participating interests in associated companies 16,506 19, Latent tax 5,578 5, X. Participating interests held by outside shareholders/owners 2, E. Provisions ( ) 71, , Provisions for expected liabilities 55,938 48, Provisions for future costs 15,775 15, Other provisions F. Liabilities ( ) 239, , I. Subordinated liabilities ( ) 10, , Subordinated liabilities to affiliated companies 87. Subordinated liabilities to companies linked by other participations 88. Subordinated liabilities to other business enterprises 89. Negative goodwill on consolidation 10,076 10, II. Long-term liabilities ( ) 118, , Long-term loans 92. Convertible bonds 93. Bonded debts 94. Capital investment and development loans 71,605 72, Other long-term bank loans 46,920 4, Long-term liabilities to affiliated companies 97. Long-term liabilities to companies linked by other participations 98. Other long-term liabilities III. Current liabilities ( ) 110, , Short-term loans of which: convertible bonds 102. Short-term bank loans 11,675 58, Advances received from customers 7,651 1, Trade creditors 31,371 51, Bills payable 106. Current liabilities to affiliated companies 19,307 15, Current liabilities to companies linked by other participations Other current liabilitie 39,875 41, Valuation difference on liabilities 110. Negative valuation difference on derivative transactions 111. Corporate tax liability arising from consolidation 112. G. Accrued expenses and deferred income ( ) 43, , Deferred income 21,157 7, Accrued costs and expenses 13,151 16, Deferred other and extraordinary income 9,166 19, TOTAL EQUITY AND LIABILITIES ( ) 876, ,524 Dated in Budapest, 9 May

7 Statistical code No Company registration No. PROFIT AND LOSS ACCOUNT A 31 december 2011 PROFIT AND LOSS ACCOUNT A (with the total cost method) No. Item description Previous year legyen MVM Hungarian Electricity Private Limited Company Modification of figures of previous years figures in HUF M a b c e Subject year 01. Net domestic sales 499, , Net export sales 58, , I. Net sales (01+02) 557, , Change in inventories of own production -8,178 2, Own work capitalised 33,136 28, II. Own performance capitalised (04+05) 24, , III. Other income 43, , of which: reversed loss in value III/A. Consolidation difference arising due to debt consolidation (profit increase) Cost of raw materials and consumables 55,607 59, Services used 39,226 42, Other services 3,708 3, Cost of goods sold 228, , Cost of services sold (intermediated) 51,165 47, IV. Material-type expenses ( ) 377, , Wages and salaries 43,267 44, Employee benefits 14,528 13, Contributions on wages and salaries 17,097 16, V. Staff costs ( ) 74, , VI. Depreciation charge 41, , VII. Other operating expenses 101, , of which: loss in value 13,673 5, VII/A. Consolidation difference arising due to debt consolidation (profit decrease) A. Trading profit/(-)loss ( ) 29, , Dividends received from associated companies 2,745 2, Dividends received from companies linked by other participations 2,490 2, Transaction exchange gains on the sale of participating interests of which: from affiliated companies 29. Interest and transaction exchange gains on financial assets of which: from affiliated companies Other interest and interest-type income received (due) 2,561 3, of which: from affiliated companies Other income from financial transactions 6,073 7, of which: valuation difference 2, VIII. Income from financial transactions ( ) 14, , Transaction exchange loss on financial asset 37. of which: to affiliated companies 38. Interest and interest-type expenses payable 3,298 4, of which: to affiliated companies Loss in value of participating interests, securities and bank deposits 0 4, Other expenses on financial transactions 3,858 17, of which: valuation difference 1, IX. Expenses on financial transactions (36+38±40+41) 7, , B. Profit/(-)loss on financial transactions (35-43) 7, , C. Profit/(-)loss on ordinary activities (24+44) 37, , X. Extraordinary income , XI. Extraordinary expenses D. Extraordinary profit/(-)loss (46-47) , E. Profit/(-)loss before tax ( , , XII. Tax liability 15, , XII/A. Difference in corporate tax (calculated) due to consolidation (±) F. Profit/(-)loss after tax ( ) 21, , Use of profit and loss reserve for dividends and profit-sharing Dividends and profit-sharing approved 12,535 10, Participating interests held by minority shareholders/owner , G. Balance sheet profit/(-)loss ( ) 9, ,463 Dated in Budapest, 9 May

8 SUPPLEMENTARY Notes to the Consolidated Financial Statements

9 Table of contents A. INTRODUCTION OF THE MVM GROUP 11 A.1. MAIN CHARACTERISTICS AND ACTIVITIES OF THE MVM GROup 12 A.1.1. Establishment, Objective and Main Activities of the MVM Group 12 A.1.2. Establishment of the Scope of Consolidation of the MVM Group, Introduction of Group Members 13 A. 2. ACCOUNTING POLICY OF THE MVM GROup 16 A Method of Bookkeeping 16 A Report Drafting Procedures 16 A Reporting Frequencies and Deadlines 16 A Valuation Methods of MVM Zrt. (MVM Ltd.) and the MVM Group 17 A Supplementation and Interpretation of Accounting Standards for the Purpose of Consolidation 18 A. 3. DESCRIPTION OF METHODS EMPLOYED FOR DRAFTING THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT 18 A Preparatory Tasks of Consolidation 18 A Methods Used in Capital Consolidation 19 A Methods Used in Debt Consolidation 19 A Methods Used to Eliminate Intragroup Profits and Losses 19 A Methods Used to Eliminate Income and Expenses 19 A Methods Used to Calculate Deferred Taxes 19 B. NOTES TO THE BALANCE sheet 20 B. 1. FIXED ASSETS 21 B Intangible Assets 22 B Tangible Assets 23 B Financial Assets 24 B. 2. CURRENT ASSETS 25 B Inventories 25 B Receivables 26 B Securities 27 B Liquid Assets 27 B. 3. PREPAID EXPENSES AND ACCRUED INCOME 27 B. 4. SHAREHOLDERS EQUITY 28 B. 5. PROVISIONS 29 B. 6. LIABILITIES 31 B. 7. ACCRUED EXPENSES AND DEFERRED INCOME 33

10 Table of contents C. NOTES TO THE PROFIT AND LOSS ACCOUnt 35 C. 1. EVALUATION OF THE PROFIT BEFORE TAX OF THE MVM GROup 36 C Development of Trading Profits and Losses 36 C Evaluation of Profit and Loss on Financial Transactions 40 C Evaluation of Extraordinary Profit and Loss 41 C. 2. CONSOLIDATED TAX LIABILITY OF THE MVM GROup 41 C. 3. PARTICIPATING INTERESTS HELD BY MINORITY SHAREHOLDEr 41 D. INDICATORS OF THE DEVELOPMENT OF THE PECUNIARY, FINANCIAL AND EARNINGS SITUATIOn 42 D. 1. DEVELOPMENT OF THE PECUNIARY SITUATION OF THE MVM GROup 43 D. 2. DEVELOPMENT OF THE FINANCIAL SITUATION OF THE MVM GROup 44 D. 3. DEVELOPMENT OF THE PROFITABILITY OF THE MVM GROup 45 D. 4. CASH FLOW STATEMENT 46 D. 5. INDICATORS RELATING TO LOAN AGREEMENTS 47 E. SUPPLEMENTARY INFORMATIOn 48 E. 1. AFFILIATED COMPANIES AND OTHER PARTICIPATIONS 49 E. 2. REMUNERATIONS PAID TO COMPANY OFFICERS 49 E. 3. RESEARCH AND DEVELOPMENT ACTIVITIES 49 E. 4. registered DETAILS OF THE PERSON RESPONSIBLE FOR THE MANAGEMENT AND SUPERVISION OF ACCOUNTING SERVICE TASKS 49 E. 5. PERSONS AUTHORISED TO SIGN THE ANNUAL REPORT 49 E. 6. AUDIT 50 E. 7. OTHER SUPPLEMENTARY INFORMATION 50 F. APPENDICes 56

11 Introduction of the MVM Group

12 A Introduction of the MVM Group A.1. MAIN CHARACTERISTICS AND ACTIVITIES OF THE MVM GROUP A.1.1. Establishment, Objective and Main Activities of the MVM Group The MVM Group was established through the transformation of Hungarian Power Companies Trust from MVM Rt. (MVM Ltd.), which was the legal successor of the Trust Headquarters, and from the companies limited by shares and limited liability companies established from the member companies of the Trust pursuant to Section 16 of Act XIII of 1989 on the Transformation of Business Organisations and Economic Associations, in accordance with Government Resolution No. 3165/1991 dated 25 April. The MVM Group plays a key role within the Hungarian electricity system: MVM Paksi Atomerőmű Zrt. (MVM Paks Nuclear Power Plant Ltd.) plays an important role in electricity generation, accounting for about 40% of the total national electricity production, while the production volume of Vértesi Erőmű ZRt. (Vértes Power Plant Ltd.) is significantly lower. The MVM Group owns the transmission system through which all highvoltage electricity trade is performed in Hungary. It supplies most of the domestic consumption of public utilities through its wholesale activities and provides the majority of the portfolio of assets necessary for system operation, including secondary back-up power plant capacities. With the reintegration of MAVIR ZRt. (MAVIR Ltd.) into the Group in 2005, the Hungarian electricity system operation activity and the electricity system operation licence holder s activity were also reassigned to the MVM Group, thereby considerably increasing its importance. The objective of the MVM Group is to live up to the function it has in the electricity system, thereby allowing the secure supply of the country s power demand while meeting all requirements. When the activity categories under the Electricity Act are applied, almost all electricity industry activities (power generation, system operation, transmission and trade) are represented in the activity structure of the MVM Group. MVM Paksi Atomerőmű Zrt., Vértesi Erőmű ZRt., MVM GTER Zrt. (MVM GTER Ltd.), MVM MIFŰ Kft. (MVM MIFŰ Ltd.), MVM Észak-Budai Fűtőerőmű Kft. (MVM North Buda Power Plant Ltd.), MVM Hungarowind Kft. (MVM Hungarowind Ltd.) and MVM BVMT Zrt. (MVM BVMT Ltd.) operate as power generation licence holders. As of 1 August 2006, the public utility wholesale activity was taken over from the parent company by MVM Trade ZRt. (MVM Trade Ltd.), a company founded at the end of 2005 and owned 100% by MVM Zrt., while MVM Partner ZRt. (MVM Partner Ltd.) has been continuing its operation as a trade licence holder. With MAVIR ZRt. joining the Group in 2005, the system operation licence holder s activity was also transferred to the MVM Group. By establishing service provider type transmission system operation (TSO), the parent company transferred the transmission licence holder s activity to MAVIR ZRt. in 2006, so MVM Zrt. has been acting as a holding centre controlling the MVM Group ever since. In 2006, the MVM Group was transformed into a strategic holding in order to achieve the objective set in the mediumterm business strategy of MVM approved in July Since 1 June 2007, the Holding has been operating as a what is called Recognised Corporate Group. The legal framework for the transformation of the management system is provided by Act IV of 2006 on Business Associations (Companies Act) effective as of 1 July By introducing the institution of Recognised Corporate Group, this Act allows separate companies maintaining a parent company and subsidiary relationship but, in a business sense, still under joint control to operate under a single business policy concept. This means that the controlling member of the Recognised Corporate Group performs the management of the members of the MVM Group by using a single set of means and instruments in order to achieve the strategic goals of the MVM Group. In the course of transformation into a Recognised Corporate Group, agreements were made to regulate the cooperation between the parent company and the controlled companies, and the executive bodies of the companies amended the Articles of Association of the companies concerned. The new management system is not an objective, but a modern instrument to improve the competitiveness and to increase the value of the MVM Group. This, however, does not affect the licensed activities of the individual subsidiaries in any manner; its primary aim is to guarantee effective business operation at the group level. 12

13 A Introduction of the MVM Group Through the legal institution introduced in Act IV of 2006 on Business Associations, the parent company, MVM Zrt., now coordinates the business activities of the subsidiaries of the Group in possession of a uniform, effective management tool system. The following subsidiaries belong to the Recognised Corporate Group: MVM Paksi Atomerőmű Zrt. (MVM Paks Nuclear Power Plant Ltd.) MVM OVIT Országos Villamostávvezeték ZRt. (MVM OVIT National Power Line Ltd., MVM OVIT ZRt., MVM OVIT Ltd.) MVM Trade Villamosenergia Kereskedelmi ZRt. (MVM Trade Power Trading Ltd., MVM Trade ZRt., MVM Trade Ltd.) MVM Partner Energiakereskedelmi ZRt. (MVM Partner Energy Trading Ltd., MVM Partner ZRt., MVM Partner Ltd.) MVM GTER Gázturbinás Erőmű Zrt. (MVM GTER Gas Turbine Power Plant Ltd., MVM GTER Zrt., MVM GTER Ltd.) MVM MIFŰ Miskolci Fűtőerőmű Kft. (MVM MIFŰ Miskolc Central Heating Plant Ltd., MVM MIFŰ Kft., MVM MIFŰ Ltd.) MVM Észak-Budai Kogenerációs Fűtőerőmű Kft. (MVM North Buda Cogeneration Power Plant Ltd.) MVM ERBE ENERGETIKA Mérnökiroda Zrt. (MVM ERBE Power Engineering and Consulting Ltd., MVM ERBE Zrt., MVM ERBE Ltd.) MVM VILLKESZ Villamosipari Kereskedelmi és Szolgáltató Kft. (MVM VILLKESZ Electricity Industry Commercial and Service Providing Ltd., MVM VILLKESZ Kft., MVM VILLKESZ Ltd.) MVMI Informatika Zrt. (MVMI Information Technologies Service Centre Ltd., MVMI ZRt., MVMI Ltd.) MVM KONTÓ Pénzügyi és Számviteli Szolgáltató Központ ZRt. (MVM KONTÓ Finance and Accounting Service Centre Ltd., MVM KONTÓ ZRt., MVM KONTÓ Ltd.) Vértesi Erőmű ZRt. (Vértes Power Plant Ltd.) A.1.2. Establishment of the Scope of Consolidation of the MVM Group, Introduction of Group Members The companies included in full consolidation constitute a single-level corporate group. In the course of establishing the scope of consolidation, MVM Zrt., as parent company, proceeded according to the rules defined in the Accounting Act. When identifying the types of relations, the Company relied on the voting rights, on the one hand, and on the possibility to elect and remove officers, on the other hand, as well as on the existence of a control agreement. In the case of the companies included in full consolidation, the following aspects were considered for the establishment of the scope of companies included in full consolidation: most of the companies included in full consolidation are either directly or indirectly functioning parts of the electricity system per se, representing considerable assets and activities within the system; these companies are well-prepared in terms of supplying consolidation-related information, their data processing and technical facilities are known, and on the basis of the cooperation experience to date, they could be assumed to be able to comply with the consolidation requirements; the information required by the lending banks is also essentially related to these companies under the control of MVM Zrt. On 31 December 2011, regarding ownership rights, the Group consisted of one parent company, 36 subsidiaries, two joint ventures, seven associated companies and eight companies linked by other participations, i.e., 54 companies in total. As compared to the situation in 2010, the group of companies included in full consolidation increased by six member companies (MVM Trade Poland Sp.z.o.o., MVM Partner d.o.o., MVM Partner Bucharest Srl, MVM Partner Energija d.o.o., CEEGEX Zrt. [CEEGEX Ltd.] and HUPX Derivatív Zrt. [HUPX Derivative Ltd.]) in the year 2011, thus it includes as many as 36 subsidiaries in addition to the parent company in

14 A Introduction of the MVM Group Subsidiaries included in full consolidation: MVM Paksi Atomerőmű Zrt.: It generates electricity from nuclear fuel; MVM OVIT ZRt.: It builds network facilities; Vértesi Erőmű ZRt.: It is engaged in electricity generation, electricity trading and coal mining activities; MAVIR ZRt.: It operates the transmission system and maintains the balance of the electricity system; MVM Trade ZRt.: It is engaged in electricity trading activities; MVM Partner ZRt.: It is engaged in electricity trading activities; MVM GTER Zrt.: Its core activity is the management and operation of the quick-start back-up gas-turbine power plants owned by MVM Zrt. MVM ERBE Zrt. (MVM ERBE Ltd.): It is engaged in the design of power engineering facilities and project management; MVM Partner Serbia d.o.o.: It was established in December 2010 by MVM Partner ZRt., it does not perform any activity yet, but plans to engage in electricity trading activities in the future in Serbia; MVM Trade Poland Sp.z.o.o.: It was established in October 2011 by MVM Trade ZRt., it does not perform any activity yet, but plans to engage in electricity trading activities in the future in Poland; MVM Partner d.o.o.: It was established in March 2011 by MVM Partner ZRt. to engage in electricity trading activities in Croatia; MVM Partner Bucharest Srl: It was established in May 2011 by MVM Partner ZRt. to engage in electricity trading activities in Romania; MVM Partner Energija d.o.o.: It was established in May 2011 by MVM Partner ZRt. to engage in electricity trading activities in Slovenia; MVM MIFŰ Kft.: It provides district heating supply to the city of Miskolc; MVM Észak-Budai Fűtőerőmű Kft.: It is established and operates a gas turbine cogeneration heating power plant; MVM VILLKESZ Kft.: It is engaged mainly in the operation, guarding and maintenance of facilities; ENERGO-MERKUR Kft. (ENERGO-MERKUR Ltd.): It is engaged primarily in the trade of electrical fittings and cables; MVMI Zrt.: It provides IT services to the members of the Group; MVM KONTÓ ZRt.: It provides accounting and financial services to the members of the Group; ATOMIX Kft. (ATOMIX Ltd.): It is a subsidiary of MVM Paksi Atomerőmű Zrt., provides services at the site of MVM Paksi Atomerőmű Zrt.; MVM-Adwest GmbH: It is a company registered in Austria and based in Vienna, the first foreign investment of MVM Zrt., engaged primarily in electricity trade; MVM Hotel Vértes Kft. (MVM Hotel Vértes Ltd.): Its core activity is providing organised holidays; MVM Hotel Panoráma Kft. (MVM Hotel Panorama Ltd.): Its core activity is providing organised holidays; Bánhida Erőmű Kft. (Bánhida Power Plant Ltd.): It is a subsidiary of VÉ ZRt. (Vértes PP Ltd.), its core activity is electricity generation, which is now suspended; Kárpát Energo Zrt. (Kárpát Energo Ltd.): Its core activity is the management of a power plant project; on the basis of the resolution of the Shareholders Meeting of adopted on 14 January 2011, the financing of the project was terminated; MVM Investment Ukrajna Beruházási Kft. (MVM Investment Ukraine Ltd.): Its core activity is the wholesale of machinery and large equipment; HUPX Magyar Szervezett Villamosenergia-piac Zrt. (HUPX Hungarian Organised Electricity Market Ltd.): It is responsible for the operation of the power exchange; CEEGEX Zrt.: It was established by HUPX Zrt. in June 2011 for the establishment and operation of the domestic organised gas market; HUPX Derivatív Zrt.: It was established by HUPX Zrt. (HUPX Ltd.) in July The activities of the company compose preparation for obtaining a licence entitled it to operate the MTF market, to be issued by the Hungarian Financial Supervisory Authority; Niker d.o.o.: It is a subsidiary registered in Croatia and engaged in providing organised holidays; ER-EF Erőmű Kft. (ER-EF Power Plant Ltd.): It is a company engaged in the wholesale of machinery and means of conveyance, which is currently subject to voluntary liquidation; MVM BVMT Bakonyi Villamos Művek Termelő Zrt. (MVM BVMT Bakony Power Generation Co. Ltd.): Its core activity is electricity generation; System Investment Ukraine LV (System Investment Ukraine Ltd.): Its core activity is renting out a shunt choke located in Ukraine to MVM Trade ZRt. It is a subsidiary of MVM Investment Ukrajna Beruházási Kft. (MVM Investment Ukraine Ltd.); Mátrai Villamos Művek Termelő Zrt. (Mátra Power Generation Co. Ltd.): Its core activity is carrying out a power plant project for the establishment and operation of a new coal-fired 500 MW electricity generation unit at Visonta, at a site leased from the operation site of Mátrai Erőmű ZRt. (Mátra Power Plant Ltd.). The Shareholders Meeting of MVM Zrt. held on 14 January 2011 decided to terminate the project; Római Irodaház Kft. (Római Office Building Ltd.): Its core activity is the operation and letting to the members of the Group of the Office Building in Szentendrei út, Budapest and used as the head office of the Group; MVM Hungarowind Kft.: Its core activity is electricity generation from wind energy. 14

15 A Introduction of the MVM Group Companies included in consolidation as associated companies: Joint ventures: EKS Service Kft. ( EKS Service Ltd.): It is a company engaged mainly in providing corrosion protection for power transmission lines; POWERFORUM Zrt. (POWERFORUM Ltd.): Its core activity is the operation of an information platform for electricity trade. Associated companies: Dunamenti Erőmű Zrt. (Dunamenti Power Plant Ltd.): It is engaged in hydrocarbon-based electricity generation, in which MVM Zrt. holds a qualifying interest; Mátrai Erőmű ZRt. (Mátra Power Plant Ltd.): It is essentially engaged in electricity generation and associated coal mining activities, in which MVM Zrt. holds a qualifying interest; Zsigmondy Vilmos Harkányi Gyógyfürdőkórház Nonprofit Kft. (Zsigmondy Vilmos Harkány Spa and Balneological Hospital Not-for-profit Ltd.): It is engaged in the provision of organised holidays; MM Energy Corporate Finance Beratungs GmbH: It is currently subject to voluntary liquidation; Biomassza Erőművek Egyesülése (Association of Biomass-fired Power Plants); Dél-Dunántúli Humán Erőforrás Közhasznú Nonprofit Kft. (Southern Transdanubia Human Resources Not-for-profit Ltd.); Technopark Ukraine LV (Technopark Ukraine Ltd.). Liquidation proceedings have been instituted against Kárpát Energo Zrt., which are expected to become final and nonappealable by the approval of the Report. Considering that as a result, the shareholder is hindered in exercising the rights associated with its participating interest by extraordinary circumstances, the company will be exempted from being included in full consolidation in 2012, after its liquidation will have become final and nonappealable. Besides its shareholder s interest, MVM Zrt. does not have any other risk in Kárpát Energo Zrt., therefore, as a result of the withdrawal of the company from the group of consolidated companies, its negative shareholders' equity will have a significant impact on consolidation in The consolidated companies of the MVM Group are described in Appendices A.1 and A.2. 15

16 A Introduction of the MVM Group A.2. ACCOUNTING POLICY OF THE MVM GROUP The accounting policies at the level of the MVM Group lay down the main rules that ensure the uniformity required for the evaluation of the MVM Group. Accordingly, all subsidiaries incorporated the regulations specified by the parent company in their respective accounting policies. The individual companies have the right to make decisions and have responsibilities on their own in certain issues within the prescribed limits, but their choices may not violate the principle of uniform evaluation, which is a requirement during consolidation. The individual accounting policies developed on the basis of a single Accounting Policy rely on the principles of the Accounting Act and serve their enforcement in practice. A.2.1. Method of Bookkeeping Pursuant to the provisions of the Accounting Act, the companies of the MVM Group are obliged to use double-entry bookkeeping and have the competence to determine their certification and documentation procedures. Each member company ensures agreement between the General Ledger entries and the analytical accounts. To enable the operation of the accounting information system at the companies of the Group, the parent company has uniformly prescribed the monthly obligation to close the books. Beside accounting by cost types as prescribed by the Accounting Act (Account Group 5), the companies also employ accounting methods based on cost centres and cost bearers (Account Groups 6 and 7) and the breakdown provided in the CO module of the SAP system, which is similar to the above. A.2.2. Report Drafting Procedures The reports drafted by the companies belonging to the MVM Group must give a fair view of the pecuniary, financial and earnings situations of the companies and any changes in them, which correspond to the actual circumstances. The annual reports are prepared in the structure prescribed in the Accounting Act and uniformly specified by the parent company. Details additional to the company group-level standards may be provided at the discretion of the companies. Auditing is mandatory at every subsidiary included in full consolidation according to the Accounting Policy of the MVM Group, even if no auditing obligation is precribed by law for the given company. Exceptions to this are ER-EF Erőmű Kft. in voluntary liquidation (its shareholders equity on 30 September 2011 [on the basis of the voluntary liquidation closing balance sheet]: HUF 39 million; its sales revenue in 2011: HUF 0 million; its balance sheet total on 30 September 2011 [on the basis of the voluntary liquidation closing balance sheet]: HUF 39 million [no audit is mandatory in its case pursuant to Section 155, subsection /3/ of the Accounting Act]) and System Investment Ukraine LV, where no audit is mandatory as a result of the size of the foreign company. The Consolidated Reports are also audited every year. The Consolidated Annual Report must give a true and fair view of the joint pecuniary, financial and earnings situation of the companies included in consolidation. Since 1 January 1994, MVM Zrt. has been preparing Consolidated Annual Reports in accordance with the provisions of the Accounting Act, in a manner agreed with the majority shareholder, MNV Zrt. (Hungarian State Holding Company, MNV Pte. Ltd.). The Consolidated Annual Report consists of: a Consolidated Balance Sheet: according to Version A provided in Schedule 6 to the Accounting Act; a Consolidated Profit and Loss Account: for structuring the Consolidated Profit and Loss Account within the MVM Group, MVM Zrt., as parent company, has chosen format A provided in Schedule 2 to the Accounting Act, which is supplemented with the items arising from consolidation; Supplementary Notes to the Consolidated Financial Statements. In addition, MVM Zrt. also prepares a Consolidated Business Report, also on the basis of the relevant provisions of the Accounting Act. A.2.3. Reporting Frequencies and Deadlines On account of its obligation to prepare a Consolidated Report, setting a deadline for the completion of the individual balance sheets falls within the competence of MVM Zrt. Annual reports Balance sheet date: 31 December 2011 Deadline for preparation of the Financial Statements: 20 January 2012 Deadline for submission to the Court of Registration: 31 May 2012 Consolidated report Balance sheet date: 31 December 2011 Deadline for preparation of the Financial Statements: 20 January 2012 Deadline for submission to the Court of Registration: 30 June 2012 Every year, the reports are prepared according to a schedule of dates in accordance with the closure timetable issued by MVM Zrt. When the closure timetable is compiled, the considerations of MNV Zrt., which has the right of direct control, and certain international partners, such as the World Bank, and the audit criteria also prevail. 16

17 A Introduction of the MVM Group A.2.4. Valuation Methods of MVM Zrt. and the MVM Group The single Accounting Policies guarantee the uniform valuation of the groups of assets and equity and liabilities within the MVM Group in the manner required for consolidation, therefore, no revaluation was needed during consolidation. A Depreciation Policy of MVM Zrt. and the MVM Group At MVM Zrt. and its companies, the depreciation rates are determined in every case in the manner prescribed by the Accounting Act, on the basis of estimated useful life and expected performances. Depreciation charges are uniformly and mandatorily based on gross value less residual value. Depreciation is accounted for uniformly on a monthly basis, relative to the gross opening value in the subject month. At MVM Zrt. and its companies, tangible assets below the value of HUF 100,000 are written off as depreciation in one sum at the date when they are put into operation. The companies must decide, at their own discretion, about extraordinary depreciation and its reversal in the course of the individual valuation of their assets, subject to the principles outlined in the Accounting Act. During the consolidation of intercompany profits and losses, always the average depreciation rates applied to the given group of assets are taken into account. The reversal, through accounting for depreciation, of the filtered out covers starts only in the year following capitalisation. In 2006, an exception to this was the consolidated settlement of the transfer of assets with relation to the establishment of the TSO on 1 January, during which the adjustment of the asset values accounted for in the individual balance sheets already started in the current year with the consolidation-related reduction of the depreciation values due to the high asset values and depreciation over the whole year. A Accounting for Loss in Value The companies account for or reverse loss in value in the manner defined in the Accounting Act, even in the case of purchased inventories, inventories of own production, receivables, securities and investments. Determining whether a loss in value has occurred and its rating are at the company s own discretion. For investments representing the shareholders interest in the business association, the loss in value and reversal are determined and accounted for according to the rules set forth in Section 54 of the Accounting Act, with the addition that the difference between the total market value and the book value is considered significant if the difference deviates from the book value by at least 5%, but minimum HUF 1 million, on the basis of individual consideration and taking into account market conditions. The difference is deemed permanent in terms of loss in value or reversal if it could be demonstrated to exist for at least one year. For the valuation of our other participating interests, the average market price and expected future trends in exchange rates are taken into account in addition to the provisions of the Accounting Act. A Inventory Valuation Procedure In the case of purchased inventories, the manner in which records of the inventories are kept is usually determined by the companies at their own discretion from among the record-keeping methods permitted in the Accounting Act. Irrespective of the record-keeping methods, purchased inventories must be valued in the Balance Sheet at the cost price defined in the Accounting Act. Inventories of own production must be valued at direct prime cost according to the Accounting Act and the MVM Group Guidelines applicable to the Group, but in a manner specified in the Prime Cost Calculation Rules drawn up at the company s own discretion. In the case of materials, MVM Zrt. and its companies keep continuous records of quantities and values. A A Stocktaking There are no regulations in force at the level of the MVM Group concerning stocktaking, however, each company is obliged to regulate this area at its own discretion, by taking company specific features into account and in accordance with the relevant provisions of the Accounting Act. A Method of Accumulation of Provisions The Accounting Act allows the accumulation of provisions on specific legal grounds, though it is at the company s own discretion whether or not it is going to take advantage of them. (Except in the cases where the Accounting Act prescribes the mandatory accumulation of provisions.) With regard to the cases of accumulation of provisions at the discretion of the individual companies, provisions are accumulated in the MVM Group on the basis of individual assessment. Pursuant to the provisions of Section 41 of the Accounting Act, provisions are accumulated to cover expected liabilities and future costs. If the necessary conditions are fulfilled, provisions have to be accumulated for future costs on every occasion if the cost expected to be incurred is significant. Typically, the largest such item is the provisions accumulated for the overhaul of the secondary back-up gas turbine power plants. Most members of the MVM Group provide other long-term benefits to all of their employees under the Collective Agreement (jubilee and long service benefits as well as other non-pension benefits due at the time of retirement). The value of the benefit stated in the Report is determined by the method of cumulative rights. 17

18 A Introduction of the MVM Group A Rating of Ordinary Course of Business and Extraordinary Even The Accounting Act specifies most income and expense titles which may only be accounted for among other income and expenses or among extraordinary income and expenses. The MVM Group proceeds according to the standards. A.2.5. Supplementation and Interpretation of Accounting Standards for the Purpose of Consolidation The basis for the Accounting Policy of the MVM Group is defined by Act C of 2000 on Accounting (Accounting Act). In the course of consolidation, the MVM Group interpreted the principle of substantiality prescribed in the Accounting Act as follows: exemption from full consolidation was provided to the subsidiaries and/or sub-subsidiaries (subsidiaries of subsidiaries) which are unable to meet their data provision obligation at a satisfactory level; profits/losses in the current year earned/incurred by the minority shareholders/owners are only separated if the interest held by outside shareholders/owners exceeds 1%; in respect of receivables and liabilities as well as income and expenses between companies, differences that may not exceed the value of HUF 10 million do not need to be taken into consideration for consolidation on the basis of the principle of substantiality; in the course of consolidating intragroup profits or losses, filtered out profits or losses below HUF 5 million are written off in one sum in the current year with consideration to the substantiality limit. A.3. DESCRIPTION OF METHODS EMPLOYED FOR DRAFTING THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT A.3.1. Preparatory Tasks of Consolidation In the case of Hungarian-based subsidiaries, no separate preparatory tasks are required because of the valuation methods defined in the single Accounting Policy and the uniformity in preparing the reports. Preparatory tasks are performed in the case of MVM-Adwest, Niker d.o.o., System Investment Ukraine LV, MVM Trade Poland Sp.z.o.o., MVM Partner d.o.o., MVM Partner Bucharest Srl, MVM Partner Energija d.o.o. and MVM Partner Serbia d.o.o., because these companies draft their reports in their national currencies, pursuant to their national accounting standards. Therefore, the figures in the completed reports must be converted into Hungarian Forints; the uniformity of valuation must be guaranteed. Since the magnitude of the above companies is not substantial with regard to the whole of the MVM Group, the possible valuation differences cannot be regarded as significant. Therefore, MVM only handles the substantial deviations from the Accounting Act: separation of receivables from/liabilities to affiliated companies, separation of interest received from/paid to affiliated companies, using the terms short-term and long-term in the same manner, handling of prepayments and accruals, definition of provisions, definition of cost types. The individual balance sheets and profit and loss accounts were prepared with consideration to the foregoing, with the contents and format required for consolidation. The figures of subsidiaries with a currency other than the Hungarian forint are converted into Hungarian forints during consolidation as follows: All assets (including the consolidation difference relating to the given subsidiary) must be converted at the year-end exchange rate quoted by the National Bank of Hungary; The capital components other than the profit and loss reserve, created from profits generated during the individual periods, must be converted when the company is included in first consolidation at the exchange rate quoted by the National Bank of Hungary on the date of consolidation, while any increase after the company was included in first consolidation, at the exchange rate quoted by the National Bank of Hungary, valid on the date of the individual capital increases; The profit and loss reserve created from profits generated during the individual periods must be converted when the company is included in first consolidation at the exchange rate quoted by the National Bank of Hungary on the date of consolidation, while any increase after the company has been included in first consolidation, at the average exchange rate calculated from the exchange rates quoted by the National Bank of Hungary for the days of the individual months; The components of liabilities must be converted at the year-end exchange rate quoted by the National Bank of Hungary; The items of the Profit and Loss Account must be converted at the average exchange rate calculated from the exchange rates quoted by the National Bank of Hungary for the days of the individual months. A conversion difference is created due to the foregoing, which must be stated in equity. 18

19 A Introduction of the MVM Group A.3.2. Methods Used in Capital Consolidation During capital consolidation, capital accumulations arising in respect of consolidation are filtered out. The MVM Group executes first consolidation relating to foundation on the basis of the value relations effective on the last day of the month of acquisition, and executes first consolidation relating to the acquisition of participating interests also on the basis of the value relations effective on the last day of the month of acquisition, by using the book value method, if the value relations do not change significantly between the date of acquisition and the last day of the month of acquisition. The goodwill and negative goodwill on consolidation arising when companies are included in first consolidation or upon the acquisition of additional participating interests are included in the Balance Sheet in the case of the companies included in full consolidation. In the case of associated companies, only the goodwill on consolidation is included in the Balance Sheet pursuant to the provisions of the Accounting Act, whereas the negative goodwill on consolidation is only shown in the Supplementary Notes to the Financial Statements. Full consolidation: In the Consolidated Report, the participating interest due to the parent company is replaced by the assets of the subsidiary, and the equity and liabilities include the equity and liabilities of the subsidiary less the calculated participating interest held. The portion of the balance sheet profit/loss for the current year which is due to the MVM Group appears as part of the balance sheet profit/loss of the Group. This will appear in next year s consolidation as changes in the respective shareholders equities of the subsidiaries, while the remaining part will be transferred to the line Minority shareholders participating interests. Equity method: Participating interests in associated and joint ventures are defined as the proportion of the shareholders equity of the associated or joint ventures as at the balance sheet date to the ownership ratio of the Group. The net profit/loss of the companies valuated using the equity method appears in the consolidated balance sheet profit/ loss under the item Income from financial transactions or Expenses on financial transactions. A.3.4. Methods Used to Eliminate Intragroup Profits and Losses The essence of the method used to eliminate intragroup profits or losses is to eliminate intragroup profits or losses arising at a given point upon any output within the consolidated group, when an asset is created from the activity performed by a company within the consolidated group for another company also included in such group. Then, in the subsequent years, the filtered out profit or loss must be released in accordance with the depreciation policy applied at the individual member companies, by taking into account the movement of the created asset, or when the asset leaves the whole consolidated group or is accounted for within the group as a material-type expense, other expense or extraordinary expense. A.3.5. Methods Used to Eliminate Income and Expenses Income received from within the consolidated group and the associated and equal costs and expenses are filtered out against each other so that income and expenses do not accumulate at the company group level. A.3.6. Methods Used to Calculate Deferred Taxes Deferred tax is the difference between the corporate tax liability calculated on the basis of the Consolidated Profit and Loss Account and the actual corporate tax liability (included in the respective annual reports of the companies included in consolidation). Depending on its sign (+/ ), it can be either a tax claim or a tax debt carried forward. Pursuant to the Accounting Act, deferred taxes may not be generated in the individual reports of the companies. During consolidation, deferred tax is calculated when intragroup profits or losses are filtered out. When the filtered out intragroup profits or losses are released, deferred taxes are released likewise. Deferred taxes are calculated every year by applying the rate of the prevailing profit tax, which will serve as a basis for the future reimbursement of the differences in corporate taxes arising from consolidation. Because the surtax will, as far as it is known today, remain in force in the future, too, deferred taxes were calculated at a corporate tax rate of 19%. A.3.3. Methods Used in Debt Consolidation Receivables and liabilities between the member companies of the MVM Group included in full consolidation are filtered out, so they do not appear as turnover in the Profit and Loss Account. 19

20 NOTES TO THE BALANCE SHEET

21 B NOTES TO THE BALANCE SHEET Compared with 2010, the items under Assets and Equity and liabilities, aggregated by main balance sheet categories, developed as follows: Description Percentage 2010 Percentage 2011 Fixed assets 655, , Current assets 208, , Prepaid expenses and accrued income 11,678 11, ASSETS 876, , Shareholders' equity 522, , Provisions 71,714 63, Liabilities 239, , Accrued expenses and deferred income 43,474 43, EQUITY AND LIABILITIES 876, , B.1. FIXED ASSETS Relative to the base year, the balance sheet lines under Fixed assets developed as follows: Description Difference Change % Intangible assets 13,515 12,078-1, Tangible assets 566, ,702 8, Financial assets 75,465 75, Fixed assets 655, ,397 7, The increase in fixed assets relative to the base year resulted mostly from an increase by HUF 6,233 million in the value adjustment accounted for in respect of transmission assets on the basis of an external property assessment in An increase in the value of participating interests in associated companies also increased the portfolio of fixed assets by HUF 1,305 million, of which the most important item was an increase in the value of the participating interest in Mátrai Erőmű ZRt. (HUF 2,386 million). 21

22 B NOTES TO THE BALANCE SHEET B.1.1. Intangible Assets Relative to the base year, the individual balance sheet lines changed as follows: Description Difference Change % Capitalised value of foundation and reorganisation Capitalised value of experimental development Rights of pecuniary value 4,329 4, Intellectual property 8,797 7,231-1, Advances Value adjustment of intangible assets Total intangible assets 13,515 12,078-1, The net value of the intangible assets of the MVM Group decreased by 10.63%, from HUF 13,515 million in the previous year to HUF 12,078 million. In 2011, the capitalised value of foundation and reorganisation decreased by 98.33%, to HUF 1 million. The capitalised value of experimental development decreased by 16.97%. In the MVM Group, the capitalised value of experimental development is stated in the books of MVM Paksi Atomerőmű Zrt., MVM OVIT ZRt. and Vértesi Erőmű ZRt. Rights of pecuniary value increased by 2.86%. This change results mainly from changes in the rights of pecuniary value of MVMI Informatika Zrt. (MVMI Information Technologies Service Centre Ltd.) and MVM Zrt. At MVMI Informatika Zrt., the gross value of rights of pecuniary value increased by HUF 1,210 million, which mainly includes the purchase of rights of pecuniary value, the obtaining of licences, the introduction of IT systems and system developments required for the full performance of IT and administration services through its major partners and from within the MVM Group. There is also significant own performance behind the increase in rights of pecuniary value, which was accounted for on the basis of the own internal performance of MVMI Informatika Zrt. added to investment projects aimed at the introduction and development of IT systems. MVMI Informatika Zrt. accounted for ordinary amortisation of HUF 1,314 million for rights of pecuniary value, also taking into account the effects of procurements within the MVM Group. The amount of value adjustment accounted for in respect of rights of pecuniary value in the current year increased by HUF 4 million, and the amount of value adjustment accounted for in respect of rights of pecuniary value was HUF 13 million at the end of In the current year, the value adjustment of intellectual properties developed as follows: opening value of intellectual property change at MAVIR ZRt. value adjustment accounted for in consolidation closing value of intellectual property HUF 153 million HUF 139 million HUF -66 million HUF 226 million The value adjustment entered subsequently in consolidation serves the purpose of offsetting the decrease in assets at the group level due to filtering out the increase in the value of assets created during transfer from the value of the TSO assets transferred by MVM Zrt. to MAVIR ZRt. in On the whole, the value of these appreciated assets are stated at the values shown in the records of the individual companies even after the completion of the consolidation-related adjustments, but the ratio of their net value to the associated value adjustment is different from the ratios shown for the individual companies. Thus, the MVM Group keeps the asset value estimated by the method employed during asset valuation. Changes in the portfolio of intangible assets are shown in Appendix B.1, providing details of the gross value in each balance sheet line and the portfolio of amortisation 22

23 B NOTES TO THE BALANCE SHEET B.1.2. Tangible Assets Relative to the base year, the balance sheet lines developed as follows: Description Difference Change % Lands, buildings and related rights of pecuniary value Value adjustment of lands, buildings and related rights of pecuniary value Technical equipment, machinery and vehicles Value adjustment of technical equipment, machinery and vehicles Other equipment, fixtures, fittings and vehicles Value adjustment of other equipment, fixtures, fittings and vehicles Assets in course of construction and refurbishment 146, ,106 8, , ,927 4, , ,295 13, ,376 81,285 1, ,477 6, ,487 18,749-9, Advances 10,988 1,754-9, Total tangible assets 566, ,702 8, The net value of the tangible assets of the MVM Group increased by 1.59%, from HUF 566,709 million in the previous year to HUF 575,702 million. Most of it is still made up of the real estates and technical and other equipment of MVM Paksi Atomerőmű Zrt., the assets of MAVIR ZRt. used for the transmission activities and the value adjustments accounted for them. Capitalisation in the current year Ordinary depreciation accounted for in respect of tangible assets Change in value adjustment Net value of tangible assets sold (except for sale of assets in course of construction) HUF million HUF -40,738 million HUF +6,124 million HUF -80 million Change in advances on assets in course of construction HUF -9,234 million Change in assets in course of construction Extraordinary depreciation accounted for in respect of tangible assets Decrease in tangible assets due to scrapping (except for scrapping of assets in course of construction) Other changes HUF -9,738 million HUF -886 million HUF -231 million HUF -938 million A value adjustment was first entered in the books in 2003 at MVM Zrt. for the transmission system and telecommunications assets. The transmission system was transferred to the ownership of MAVIR ZRt. in At the end of year, MVM Zrt. and MAVIR ZRt. adjusted the value of the transmission assets to market value as at the balance sheet date on the basis of valuation by an independent valuation company. In 2011, the value of the difference was HUF 10,818 million (the increase in the value adjustment of tangible assets in 2011) at MAVIR ZRt. As described under intangible assets, it is necessary to enter a subsequent value adjustment in the Consolidated Report also in the case of the tangible assets used for transmission, for offsetting the decrease in assets at the group level due to filtering out the increase in the value of assets created during transfer from the value of the TSO assets transferred by MVM Zrt. to MAVIR ZRt. The amount of the decrease in value adjustments due to filtering out internal profits generated during the current year is HUF 4,658 million, while the cumulative total of the value adjustments associated with filtering out internal profits is HUF 89,960 million. The telecommunications assets remain the property of the parent company. In 2011, a negative value adjustment of HUF 36 million was accounted for, and thus the cumulative total of the value adjustments accounted for telecommunications assets was HUF 4,899 million. The cumulative total of the value adjustments of tangible assets appearing in the 2011 Consolidated Balance Sheet is HUF 230,416 million. Changes in the portfolio of tangible assets are shown in Appendix B.2, providing details of the gross value in each balance sheet line and the portfolio of depreciation. 23

24 B NOTES TO THE BALANCE SHEET B.1.3. Financial Assets The development of financial assets is each balance sheet line is shown in the table below: Description Difference Change % Long-term participating interests in affiliated companies 36,817 38,084 1, Long-term loans to affiliated companies Other long-term participating interests 34,812 30,871-3, Long-term loans to companies linked by other participations 8 5 Other long-term loans Long-term debt securities Positive consolidation difference 2,990 5,816 2, Total financial assets 75,465 75, The increase in the value of participating interests in associated companies is made up mainly of the values of associated and joint ventures, of which the most significant item was the increase in the value of the participating interest in Mátrai Erőmű ZRt. (HUF 2,386 million). The decrease in other long-term participating interests mainly results from the amount of loss in value accounted for in respect of shares in ELMŰ Ltd. and ÉMÁSZ Ltd. in previous years. No long-term debt securities were held in the MVM Group in the subject period. The main figures of changes relating to the companies involved in consolidation in 2011 are illustrated in the following table: Subsidiary included in consolidation Sales price Participating interest withdrawn Participating interests held by outside shareholders and withdrawn Portfolio of net assets withdrawn Goodwill (+) and negative goodwill (-) on consolidation Result of withdrawal (profit[+] / loss[-]) MVM BVMT Bakony Power Generation Co. Ltd. 3, ,826 Mátra Power Generation Co. Ltd At Mátrai Villamos Művek Termelő Zrt., the consolidation difference was written off in a lump sum in The balance-sheet line Long-term participating interests in affiliated companies is described in detail in Appendix B.3. The goodwill on consolidation is shown in detail in Appendix B.4. The description of the loss in value accounted for in 2011 is set forth in Appendix B.5. 24

25 B NOTES TO THE BALANCE SHEET B.2. CURRENT ASSETS Relative to the base year, the balance sheet lines under Current assets developed as follows: Description Difference Change % Inventories 81,742 95,288 13, Receivables 77, ,815 24, Securities Liquid assets 49,898 52,939 3, Current assets 208, ,344 41, B.2.1. Inventories Relative to the base year, the balance sheet lines under Inventories developed as follows: Description Difference Change % Raw materials and consumables 70,721 81,194 10, Work in progress 3,281 6,188 2, Finished products Goods 3,153 6,574 3, Advances 4,587 1,330-3, Total inventories 81,742 95,288 13, The nuclear fuel stock is the most important item among raw materials and consumables, which increased by HUF 8,758 million as a result of the following inventory movements in the current year: Description Difference Change % Opening stock (+) 46,910 61,820 14, Purchases (+) 27,844 23,381-4, Consumption (-) 12,934 14,623 1, Loss in value (scrapping) (-) Reversal of loss in value (+) Closing stock (+) 61,820 70,578 8, Purchases decreased by HUF 4,463 million relative to the base year. The decrease took place as a result of a change in quantity and composition (type) to the amount of HUF 6,611 million, and an increase of HUF +2,148 million resulted from exchange rate movements (EUR, USD). Consumption (cost) in the current year increased by HUF 1,689 million relative to 2010, mainly as a result of a change in the value of nuclear fuel rods and the specific cost of the composition of nuclear fuel rods. No loss in value (scrapping) and no reversal of loss in value relating to nuclear fuel inventories were accounted for in the current year. 25

26 B NOTES TO THE BALANCE SHEET B.2.2. Receivables Relative to the base year, the balance sheet lines under Receivables developed as follows: Description Difference Change % Trade debtors 45,595 59,788 14, Receivables from affiliated companies 548 8,032 7,484 1, Receivables from companies linked by other participations 8,775 9, Other receivables 16,448 18,719 2, Corporate tax claim arising from consolidation 5,636 5, Total 77, ,815 24, Major receivables from affiliated companies were as follows: Dunamenti Erőmű ZRt. Mátrai Erőmű ZRt. POWERFORUM ZRt. HUF 7,346 million HUF 654 million HUF 17 million Other receivables developed in detail as follows: Description Difference Change % Receivables from the central budget 3,618 2, Corporate tax 3,293 2, Surtax Surtax imposed on the sector Income tax payable by energy suppliers Other Local tax Receivables from mandatory power purchase (KÁT) 6,173 4,488-1, Receivables from employees Other advances 2,657 1,316-1, Short-term loans 3,103 3, Other loss in value of receivables -4,471-4, Receivables associated with participating interests Receivables from the operation of a separate balance groups 1,491 1, ,069 7, Miscellaneous receivables 3,733 2,569-1, Total 16,448 18,719 2, A HUF 6,629 million increase in receivables of MAVIR ZRt. from the operation of separate balance groups, a HUF 1,341 million decrease in other advances and a HUF 1,685 million decrease in receivables from the settlement of mandatory power purchase (KÁT) had the greatest impact on the HUF 2,271 million increase in other receivables. The description of the loss in value accounted for in 2011 is set forth in Appendix B.5. 26

27 B NOTES TO THE BALANCE SHEET B.2.3. Securities Within the portfolio of current assets, the value of securities was HUF 302 million at the end of the subject period, which comprises the following items: Other participating interests held for trading Own shares HUF 7 million HUF 295 million The Other participating interests held for trading are shares in MOL (Hungarian Oil and Gas Company) held by MVM Zrt., while the own shares are own shares held by MVM Zrt. B.2.4. Liquid Assets Relative to the base year, Liquid assets changed as follows: Description Difference Change % Cash, cheques Bank deposits 49,875 52,919 3, Total 49,898 52,939 3, B.3. PREPAID EXPENSES AND ACCRUED INCOME Relative to the base year, the balance sheet lines under Prepaid expenses and accrued income developed as follows: Description Difference Change % Accrued income 8,818 7,315-1, Interest Sales revenues 8,463 7,087-1, Other Prepaid costs and expenses 2,809 4,468 1, Deferred expenses Total 11,678 11, The most significant items under the title Accrued income are the effect of accounting for tariff adjustments in 2011 (HUF 3,183 million) and the accrued sales revenue from the sale of electricity. Among prepaid costs and expenses, the part representing the long-term lease of fibre optic cables over the following periods, the cost of goods sold associated with the sale of electricity and the prepayment of the natural gas storage fee are key components. 27

28 B NOTES TO THE BALANCE SHEET B.4. SHAREHOLDERS EQUITY Relative to the base year, the balance sheet lines determining the value of Shareholders equity developed as follows: Description Difference Change % Issued capital 200, , Issued capital not paid (-) Capital reserve 31,257 31, Profit and loss reserve 123, ,479 14, Tied-up reserve Valuation reserve 224, ,655 6, Blance sheet profit/(-)loss 9,523 37,463 27, Change in shareholders equity in subsidiaries -17,436-49,872-32, Changes due to consolidation -52,483-24,944 27, Participating interests held by outside shareholders 2, , Total shareholders equity 522, ,729 41, The detailed development of the shareholders equity is set forth in Appendix B.6. The issued capital of the MVM Group comprises 25,039,540 shares in MVM Zrt., each to the face value of HUF 8,000. Ninety-nine point eight seven per cent of the shares are held by Hungarian State Holding Company. The shareholders equity of the MVM Group increased by 7.99%, i.e., HUF 41,708 million in absolute amount, relative to the base year. This change results mainly from the profit for the current year and the market valuation of the assets. During consolidation, in 2007, the tied-up reserve accumulated for the shares in MVM Zrt. bought by MVM Paksi Atomerőmű Zrt. was released, because MVM Zrt. bought back the shares from MVM Paksi Atomerőmű Zrt. The closing balance of the valuation reserve as at 31 December 2011 was HUF 230,655 million comprising the following: Value adjustment of lands, buildings and related rights of pecuniary value Value adjustment of technical equipment and machinery Value adjustment of other equipment, fixtures and fittings Value adjustment of intellectual property Value adjustment of rights of pecuniary valuee HUF 148,927 million HUF 81,285 million HUF 204 million HUF 226 million HUF 13 million 28

29 B NOTES TO THE BALANCE SHEET B.5. PROVISIONS Relative to the base year, the balance sheet lines and items under Provisions developed as follows: Title Opening balance Used up in the current year Accumulated in the current year Other Closing balance Provisions for expected liabilities Provisions for warranty obligations For future payments under the Collective Agreement Invoice dispute with Dunamenti Power Plant Land restoration and environmental protection 8,783 1, ,474 11,408 11,408 3, ,778 System-level services over 5% 1, ,412 Csepel Power Generation Ltd., take-orpay obligation 5,175 5,175 0 For long-term support of foundations 3,500 1,000 2,500 Mine closure 1, ,037 Power plant closure For severance payments To cover liabilities under power purchase agreements To cover any CO 2 allowance deficit 1,719 1, Take-or-pay obligation arising from a gas supply contract between Kárpát Energo and Centrex Take-or-pay obligation arising from the gas supply contract of BMVT Bakony Power Generation Co. Ltd. 6, ,467 7, Disputes at law 7,445 1,752 1,417 7,110 For lawsuits Other 2, ,582 Total: 55,938 13,522 5, ,164 Provisions for future costs For solving the long-term handling of encapsulated fuel and the costs of works on Unit 2 5, ,662 Maintenance works 1, For processing liquid radioactive wastes 8, ,868 Expected environmental costs For insurance costs and incidental charges on such costs Other Total: 15,775 1,153 1,113 15,735 Other provisions Claim for damages lodged by BEDE-COOP 1 1 Total: Total provisions: 71,714 14,675 6, ,900 29

30 B NOTES TO THE BALANCE SHEET According to the estimates based on actuarial calculations, the MVM Group was expected to incur cumulative liabilities of HUF 8,474 million as at 31 December 2011, which would fall due for payment in the future under the Collective Agreement, at the time of the retirement and rewarding of employees. Provisions of HUF 11,408 million were accumulated in the previous years for the invoice disputes with Dunamenti Erőmű Zrt. This amount includes the full settlement of the disputed items arising from electricity deliveries in the period between 1 August 2006 and 31 December 2008, which includes noncontracted surplus capacities and the difference between metering-based and schedule-based settlement. The provisions accumulated for a change in the purchase costs of system-level reserve capacities are associated with the pricing of system-level reserves, i.e., an amount accumulated to cover the difference between the purchase prices of such reserves paid by MVM Trade ZRt. under contracts and their officially regulated prices, which did not change in Under the power purchase agreement concluded with Csepeli Áramtermelő Kft. (Csepel Power Generation Ltd.), MVM Trade ZRt. is obliged to reimburse all unavoidable costs directly related to fuel purchases. As a result of the low load of Csepeli Áramtermelő Kft. in 2009 and 2010, MVM Trade ZRt. had a pro rata liability of HUF 5,175 million for the period between 1 July 2009 and 31 December 2010 due to its take-or-pay obligation stated in its gas contract, which is only to be financially settled not later than by 31 December 2012, for all of which MVM Trade ZRt. accumulated provisions. Due to the higher load in 2011, the quantity of natural gas serving as a basis for the take-or-pay Oroszlány Power Plant Ash lagoon Cooling pond Other non-highlighted items Bánhida Power Plant, ash lagoon Tatabánya Power Plant Márkushegy Mine obligation and not received was used and was, in part, sold, thus the accumulated provisions of HUF 5,175 million were released in full. MVM Paksi Atomerőmű Zrt. signed long-term agreements for the future support of two foundations established by it (Foundation for the Development of the Danube- Mecsek Mountains Region and ESZI Foundation for Facility Maintenance and Operation), and accumulated HUF 3,500 million in total as provisions until 31 December 2010 for their payment obligations. In respect of each foundation, provisions of HUF 500 million were released in the current year. In addition to spending HUF 332 million, additional provisions of HUF 393 million were accumulated for the solution of the permanent disposal of encapsulated damaged fuel rods during the elimination of the breakdown of Shaft I of Unit 2 at Paks. The balance changed by HUF +61 million. HUF 120 million was released in the current year from the provisions accumulated for the future costs of the treatment and storage of low- and intermediate-level liquid radioactive wastes produced during electricity generation. Additional provisions of HUF 720 million were accumulated for the quantity of wastes produced in 2011, and the balance changed by HUF +600 million. At Vértesi Erőmű ZRt., the amount of provisions accumulated for environmental liabilities is HUF 3,778 million, of which the provisions accumulated in the current year amounted to HUF 152 million. It is detailed as follows: HUF 129 million HUF million HUF 11.5 million HUF 0.2 million HUF 10 million HUF 12.8 million HUF 0.2 million The provisions accumulated in the current year to cover liabilities incurred by Vértesi Erőmű ZRt. due to mine closure are HUF 3 million for Mány and HUF 79 million for Márkushegy. The accumulation of provisions was warranted by a 4.2% increase in the industrial producer price index in Of the liabilities assumed during the integration of the Power Plant and the Mine (1994), the amounts not yet used were reclassified as provisions in the following breakdown: Of the long-term liabilities: Of the current liabilities: Total: HUF 298 million HUF 60 million HUF 358 million 30

31 B NOTES TO THE BALANCE SHEET The quota needs of the MVM Group determined on the basis of its 2011 carbon dioxide emission figures exceeded the available quota. As a result, a quota shortage was incurred, which we have to buy within the emission allowance trading system; the provisions accumulated for this expected liability is HUF 727 million. In 2011, Kárpát Energo Zrt. accumulated provisions to the amount of USD 30,982,752 (HUF 7,457 million) for a takeor-pay liability of the expected lowest amount arising from the non-performance of a gas supply contract concluded with Centrex Hungária Zrt. (Centrex Hungary Pte. Ltd.), as calculated in a study prepared by an outside expert. Notwithstanding that the term of the contract extends until 2028, the study reckoned with the fact that the liabilities would only be incurred until Forced sales would entail a loss greater than the take-or-pay liability in this period, because a current (in force until 2015) long-term natural gas purchase agreement of an important trader will result in considerable oversupply in the market until The market balance is assumed to be re-established after the expiry of this agreement as of In respect of disputes at law and lawsuits, the MVM Group released provisions of HUF 1,752 million and accumulated provisions of HUF 1,453 million in total in the current year. B.6. LIABILITIES Relative to the base year, trends in the balance sheet lines determining the amount of Liabilities are illustrated in the table below: Description Difference Change % Subordinated liabilities 10,076 10, Negative goodwill on consolidation 10,076 10, Long-term liabilities 118,825 76,026-42, Bank loans for capital investment and development 71,605 72, Other long-term bank loans 46,920 4,014-42, Other long-term liabilities Current liabilities 110, ,328 58, Short-term loans Short-term bank loans 11,675 58,169 46, Advances received from customers 7,651 1,111-6, Trade creditors 31,371 51,189 19, Current liabilities to affiliated companies 19,307 15,727-3, Current liabilities to companies linked by other participations Other current liabilities 39,875 41,952 2, Total liabilities 239, ,430 15, Bank loans changed as a result of the following main factors: A significant reclassification took place between shortterm and long-term loans. With the establishment of the single TSO (Transmission System Operator), the outstanding loans associated with it and owed to financial institutions (nine banks) were transferred to MAVIR ZRt. together with its assets. The refinancing of the outstanding bank loans was warranted by a decrease in the cost of borrowing. For this, MVM Zrt. raised a syndicated loan of EUR 150 million in 2007, of which EUR 150 million may be drawn down for MAVIR ZRt. under a loan contract with its shareholder. MAVIR ZRt. drew down a loan of EUR 65 million by the end of the commitment period. The change in the syndicated loan in the current year, HUF 41,813 million, results from reclassification due to its maturity in the following year. The effect of the transaction exchange loss (HUF +11,125 million) accounted for significantly affected the change in outstanding bank loans. 31

32 B NOTES TO THE BALANCE SHEET The reason for the decrease in short-term liabilities to affiliated companies was, on the one hand, that a liability amounting to HUF 12,514 million, arising from the dividends approved for 2010, was paid to the parent company of MVM Zrt. and, on the other hand, the dividends approved by the Shareholders Meeting for 2011 is stated as a liability-increasing item. Its share payable by the parent company was HUF 10,012 million. Liabilities to affiliated companies were as follows: Dunamenti Erőmű Zrt. EKS Service Kft. POWERFORUM Zrt. Zsigmondy Vilmos Harkányi Gyógyfürdőkórház Kft. Biomassza Erőművek Egyesülése Mátrai Erőmű ZRt. Dél-Dunántúli Humán Erőforrás Közhasznú Nonprofit Kft. HUF 160 million HUF 52 million HUF 28 million HUF 2 million HUF 2 million HUF 5,440 million HUF 31 million The development of the negative goodwill on consolidation and the detailed breakdown of the bank loans are shown in Appendices B.7. and B.8., respectively. The development of other current liabilities is shown in the table below: Description Difference Change % To the central state budget 11,828 9,637-2, VAT 3,482 1,956-1, Surtax imposed on the sector 0 1,250 1, Income tax payable by energy suppliers Personal income tax 2, , Other taxes and contributions associated with employees 1,739 2, Water resource fee 1,393 1, Customs duties 1,511 1, Energy tax Other 1, , To employees 2,191 2, Liabilities prescribed by the Electricity Act Liabilities arising from accounting for mandatory power purchase (KÁT) 3,162 18,061 14, ,780 11,275-1, Vértes Power Plant, liability for damages 8, , Other 1, total 39,875 41,952 2, The fees stated separately among other current liabilities in accordance with the Electricity Act increased by HUF 14,899 million relative to the base year. The liability of the Vértes Power Plant for damages stated in the base period among items accounted for as other current liabilities was removed from the books in The reasons for this were the fulfilment of the obligation to pay damages (30% of the claim) associated with power trade agreements under the conditions set in the composition in bankruptcy established in judicial proceedings closed in 2010, as well as the settlement of the principal and interest amount cancelled against extraordinary income. 32

33 B NOTES TO THE BALANCE SHEET B.7. ACCRUED EXPENSES AND DEFERRED INCOME Relative to the base year, the balance sheet lines under Accrued expenses and deferred income developed as follows: Description Difference Change % Deferred income 21,157 7,778-13, System-level services 18,554 5,503-13, Lease fee 1,885 2, Sales revenue (electricity) Other income Accrued costs and expenses 13,151 16,235 3, Purchase of electricity 8,254 5,236-3, Operating cost 700 1, Imported electricity 1,822 4,978 3, Gas purchased 1,847 1, Overhaul of gas turbine 1,232 1, Other 528 1,997 1, Deferred other and extraordinary income 9,166 19,452 10, CO 2 quota 1,191 1, Revenues from capacity auctions 4,238 8,069 3, Subsidy received for development 3,728 9,802 6, Other Total 43,474 43, The change in the deferral of income mainly results, similarly to the previous years, from the special pricing procedure applied to the system operation activity. The electricity system usage rates for 2011 were set pursuant to Decree No. 32/2010 (XII.23.) NFM. According to Section 142, subsection (5) of the Electricity Act, the basis of pricing is regulated in the second amended version of the document entitled Methodology for the Regulation of Electricity System Usage Charges in the Period Between 2009 and 2012, promulgated by the Hungarian Energy Office on 19 November Pursuant to Section 142, subsection (14) of Act LXXXVI of 2007 on Electricity, the Transmission System Operator shall state the differences arising on the basis of the annual price adjustment mechanism, due to the Transmission System Operator and to be recognised in the charges payable in the following years, as accrued income in the Balance Sheet of its Annual Report; furthermore, the Transmission System Operator shall state the differences to be withdrawn from the Transmission System Operator in the charges payable in the following years, together with its income from cross border auctions in the transmission and system operation charges payable in the current year, taken into account in the following year, as accrued expenses and deferred income in the Balance Sheet of its Annual Report. 33

34 B NOTES TO THE BALANCE SHEET Under the current pricing scheme, the following items were accounted for as accruals and deferrals: the difference between the forecast and actual values closing 2010, which will be taken into account for setting the 2012 rates; the difference between the forecast and actual values taken into account in the 2011 rates, which will be incorporated in the 2013 rates. Based on the foregoing, the deferral of tariff proceeds includes the following items: adjustment of system-level services closing 2010 adjustment of system-level services in 2011 HUF 4,751 million HUF 752 million. Within the portfolio of accrued costs and expenses relating to power purchase costs, the most significant items are the value of expenses required for the performance of systemlevel services (expenses relating to making up for system loss, emergency back-up supply and secondary regulation) (HUF 3,556 million). As follows from the special pricing rules applicable to the system operation activity, a significant item of deferred other and extraordinary income is the revenues received from capacity auctions in the current year, amounting to HUF 8,069 million, which serve as cover for expenses in the following year; liquid assets received for development purposes (HUF 9,802 million), which are mostly associated with assets required for the transmission activity; as well as the value of an unused CO 2 quota amounting to HUF 1,572 million and received free of charge. 34

35 NOTES TO THE PROFIT AND LOSS ACCOUNT

36 C NOTES TO THE PROFIT AND LOSS ACCOUNT C. 1. EVALUATION OF THE PROFIT BEFORE TAX OF THE MVM GROUP The development of the economic situation of the MVM Group in the current year can be compared with the base period with consideration to the effect of the following major factors: The significant organisational and operational changes implemented in 2006, namely, the integration of the activities of the Network Directorate into MAVIR ZRt. through the establishment of the TSO and the transfer of the public utility electricity wholesale activity to MVM Trade Villamosenergia Kereskedelmi ZRt., had a significant impact on both the development of the profits and losses before tax of the individual companies stated in the Profit and Loss Account prepared for consolidation and on the consolidation-related adjustment items. Out of that sum, HUF 96,993 million was removed as profit on the contribution in kind and sales associated with the establishment of the TSO, by filtering out the intragroup profit, thus reducing the profits and losses before tax achieved by the MVM Group members individually. (In 2006, the consolidated profit before tax was HUF 1,325 million.) The MVM Group closed the 2011 business year with a profit before tax of HUF 61,367 million, which developed as follows with respect to the main items of the Profit and Loss Account: Item description Difference Change % I. Net sales 557, ,545 89, II. Own performance capitalised 24,958 31,167 6, III. Other income 43,702 24,126-19, IV. Material-type expenses 377, ,215 81, V. Staff costs 74,892 75, VI. Depreciation charge 41,771 45,615 3, VII. Other operating expenses 101,723 61,662-40, A Trading profit/(-)loss 29,956 60,336 30, B Profit/(-)loss on financial transactions 7,083-10,613-17, D Extraordinary profit/(-)loss ,644 11, E Profit/(-)loss before tax 36,742 61,367 24, The Profit and Loss Account of the MVM Group prepared for consolidation showed a profit before tax of HUF 95,646 million, which was reduced by HUF 34,279 million in the course of consolidation. The development of the profit before tax in the current year was affected by the following major consolidation-related factors: Capital consolidation increased the change in the profit before tax mainly through the loss in value accounted for the shares in subsidiaries accounted for in the current year: the loss in value accounted for the share of Vértesi Erőmű ZRt. held in Bánhida Erőmű Kft. is HUF 427 million; the loss in value accounted for the share of MVM Zrt. held in MVM Észak-Budai Fűtőerőmű Kft. is HUF 969 million; and the loss in value accounted for the share of MVM Zrt. held in Mátrai Villamos Művek Termelő Zrt. is HUF 75 million. The effect of the valuation in the current year of the companies treated as associated companies (through the valuation of participating interests) was an increase of HUF 1,305 million, comprising the following items: Dunamenti Erőmű Zrt. Mátrai Erőmű ZRt. EKS Service Kft. Zsigmondy Vilmos Harkányi Gyógyfürdőkórház Kft. POWERFORUM Zrt. HUF -1,074 million HUF + 2,386 million HUF -26 million HUF +19 million HUF 0.65 million 36

37 C NOTES TO THE PROFIT AND LOSS ACCOUNT The dividends and profit-sharing paid and approved, filtered out during the consolidation of yields and expenses, represented a decrease of HUF 42,055 million in the profit before tax. The consolidation of intragroup profits/losses increased the profit before tax by HUF 4,885 million, including the following outstanding items: profit achieved in 2010 in connection with the establishment of the TSO in 2006 HUF +5,331 million depreciation in 2011 of the profit generated on assets in course of construction and the sales of assets within the MVM Group prior to 2011 profit generated on assets in course of construction and the sales of assets within the MVM Group in 2011 HUF +2,564 million HUF -3,982 million The HUF 24,625 million increase in the profit before tax achieved at the consolidated level relative to the base period was mostly affected by the significant change in the individual profitability of the companies. The sections below contain further detailed descriptions of the factors influencing the development of profits and losses. C.1.1. Development of Trading Profits and Losses C Development of Net Sales The HUF 89,077 million (15.97%) increase in net sales relative to the base year is predominantly associated with a business unit of MVM Partner ZRt. established in the current year, the sales revenue from natural gas trade (HUF 47,506 million). Within net sales, the HUF million increase in export sales is explained by an increase in the sales of MVM Trade ZRt. and MVM Partner ZRt. outside the MVM Group. A breakdown of net sales by core activity, aggregated by division, is shown in Appendix C.1. C Own Performance Capitalised The HUF 6,209 million increase in the own performance capitalised relative to the base period resulted mainly from a HUF 1,995 million increase in the own performance of the Services Division, primarily the construction activities of MVM OVIT ZRt. and the engineering activities of MVM ERBE Zrt., within the MVM Group, and a HUF 1,832 million increase relating to Vértesi Erőmű ZRt. C Detailed Costs Relative to the base year, items accounted for as costs* developed as follows: Description Difference Change % Cost of raw materials and consumables 55,607 59,356 3, Services used 39,226 42,070 2, Other services 3,708 3, Cost of goods sold 228, ,132 78, Cost of services sold (intermediated) 51,165 47,951-3, Material-type expenses 377, ,215 81, Wages and salaries 43,267 44,672 1, Other employee benefits 14,528 13, Contributions on wages and salaries 17,097 16, Staff costs 74,892 75, Depreciation charge 41,771 45,615 3, Total Costs 494, ,840 85, *Including the cost of goods sold and services intermediated. 37

38 C NOTES TO THE PROFIT AND LOSS ACCOUNT On the whole, items accounted for as costs increased by HUF 85,391 million (17.27%) relative to the base period, which mainly resulted from an increase in the Cost of goods sold, and, simultaneously with the increase in the portfolio of tangible assets, the depreciation charge also increased. The increase in the Cost of goods sold was mostly affected by the HUF 81,821 million increase in the cost of goods sold of MVM Trade ZRt., MVM Partner ZRt. and MVM-Adwest GmbH in relation to parties outside the Group. The reason for the increase in the Cost of goods sold is that by the increase of electricity sales relative to the base period, the electricity acquisition cost also increased and, in the case of MVM Partner ZRt., an additional reason for the increase is the incurrence of expenses associated with the Natural Gas Business Unit. A breakdown of the costs, aggregated by division, is shown in Appendix C.2. C Development of Other Income and Expenses The development of other income is illustrated in the table below: Description Difference Change % Intangible and tangible assets sold Fines, penalties, default interest and damages received Proceeds from the sale of the Tatabánya Power Plant , , Indemnification received for damage events Subsidies and grants received Subsidy for coal industry restructuring 8, , Provisions used 20,657 14,675-5, Release of deferred other and extraordinary income relating to CO 2 quota 5,722 5, Consideration for receivables sold (factoring) 3,834 2,619-1, Discount received subsequently Other Total 43,702 24,126-19, The principal reason for the decrease in other income was the use of provisions to a smaller extent. The description of the accumulation and use of provisions by title is set forth in detail in Section B.5. The HUF 2,619 million income relating to factoring is associated with the factoring of the receivables of MVM Partner ZRt. 38

39 C NOTES TO THE PROFIT AND LOSS ACCOUNT Other expenses are included in the table below: Description Difference Change % Carrying value of intangible and tangible assets sold Net value of the portfolio of assets cancelled during the sale of the Tatabánya Power Plant 4, , Damages paid, expenses associated with damages 9, , Fines, penalties and default interest paid 2, , Regular allowances paid to employees Subsidies and grants 2,753 2, CO 2 quota 4,224 4, Provisions accumulated 22,720 6,503-16, Loss in value accounted for 9,032 3,580-5, Value of receivables sold (factored) 3,877 2,659-1, Net value of tangible and intangible assets scrapped or otherwise cancelled 4, , Central Nuclear Fund 23,128 23, Taxes and contributions to the central budget 6,119 8,846 2, Taxes to local governments 6,662 7, Other 2,106 1, Total 101,723 61,662-40, The sum paid by MVM Paksi Atomerőmű Zrt. into the Central Nuclear Fund (CNF) was HUF 23,128 million in the current year as prescribed by the Budget Act. One of the main reasons for the decrease in other expenses was the decrease in the accumulation of provisions. The description of the accumulation and use of provisions by title is set forth in detail in Section B.5. The largest amount of the HUF 2,659 million expenses relating to factoring is associated with the factoring of the receivables of MVM Partner ZRt. A detailed description of the loss in value accounted for is set forth in Appendix B.5. 39

40 C NOTES TO THE PROFIT AND LOSS ACCOUNT C.1.2. Evaluation of Profit and Loss on Financial Transactions Relative to the base year, Profit/(-)loss on financial transactions changed as follows: Description Difference Change % Income from financial transactions 14,239 15,533 1, Dividends received 5,235 4, Interest received from affiliated companies Interest received from financial institutions ,559 3, Other interest received Valuation of associated companies 2,781 2, Other 3,616 5,194 1, Financial expenses 7,156 26,146 18, Interest paid to financial institutions 3,284 4, Other interest paid Valuation of associated companies 0 1,100 1, Loss in value of participating interests 4,666 4, Other 3,858 16,131 12, Profit/(-)loss on financial transactions 7,083-10,613-17, The profit on financial transactions decreased by HUF 17,696 million relative to 2010, as influenced by the following major factors: The profit on financial transactions was decreased by the dividends received by HUF 476 million. In 2011, the major items of the dividends received were as follows: From a joint venture ( EKS Service Kft.) From a joint venture (POWERFORUM Zrt.) From an associated company (Mátrai Erőmű ZRt.) From a company linked by other participations (ÉMÁSZ Nyrt.) From a company linked by other participations (ELMŰ Nyrt.) HUF 63 million HUF 16 million HUF 2,615 million HUF 498 million HUF 1,567 million Interest paid to and received from financial institutions collectively lessened the profit on financial transactions by HUF 361 million. The valuation of participating interests in associated companies increased the profit by HUF 1,305 million in total. In 2011, associated companies were valuated as follows: Appreciated interests: Mátrai Erőmű ZRt. Zsigmondy Vilmos Harkányi Gyógyfürdőkórház Nonprofit Kft. HUF 2,386 million HUF 19 million Depreciated interest: Dunamenti Erőmű Zrt. EKS Service Kft. HUF 1,074 million HUF 26 million The loss in value of participating interests had a negative effect of HUF 4,666 million on the profit and loss on financial transactions. The loss in value of participating interests developed as follows: participating interest in ELMŰ participating interest in ÉMÁSZ HUF 3,367 million HUF 1,299 million 40

41 C NOTES TO THE PROFIT AND LOSS ACCOUNT C.1.3. Evaluation of Extraordinary Profit and Loss Regarding its main items, Extraordinary profit and loss developed as follows: Description Difference Change % Extraordinary income ,421 12,150 4, Liquid assets received definitively Assets found in excess Cancelled liabilities 67 12,061 11,994 17, CO 2 quota Other extraordinary income , Extraordinary expenses Liquid assets transferred definitively, support granted Fixed instalment regarding flat-rate grants from the State Carrying value of assets transferred free of charge Cancelled receivables Loss in value arising outside usual business activities Other extraordinary expenses Extraordinary profit/(-)loss ,644 11,941-4, Relative to the base period, an extraordinary loss turned into an extraordinary profit with a difference of HUF 11,941 million. The significant change compared to last year resulted from the settlement of waived liabilities settled on the basis of a composition in bankruptcy at Vértesi Erőmű ZRt. Liquid assets received for development purposes are accounted for, in accordance with the provisions of the Accounting Act, as extraordinary income in connection with assets created during development, at the rate of depreciation of such assets. Of the liquid assets received for development purposes, HUF 9.7 million was accounted for at Római Irodaház Kft. and HUF 40 million was accounted for at Vértesi Erőmű ZRt. as extraordinary income, which are equal to the depreciation charges of the assets implemented and put to use. C.2. CONSOLIDATED TAX LIABILITY OF THE MVM GROUP The actual tax liability incurred by the MVM Group, i.e., the subsidiaries included in full consolidation, was HUF 15,468 million in 2011, which is a tax liability arising on the basis of the settlement of the corporate tax, the surtax relating to the previous years and the income tax payable by energy suppliers. Deferred tax was HUF 15 million for the current year, which is the value of the corporate tax difference due to consolidation. This amount does not modify the tax liability actually payable, only shows that the companies included in consolidation would have incurred HUF 15 million more corporate tax liability on the basis of the Consolidated Profit and Loss Account. C.3. PARTICIPATING INTERESTS HELD BY MINORITY SHAREHOLDERS In the case of MVM BVMT Bakonyi Villamos Művek Termelő Zrt. and Mátrai Villamos Művek Termelő Zrt., the MVM Group accounted for a profit of HUF 1,599 million from the balance sheet profits of the companies with the minority shareholders for the period from January 2011 to the date on which a 100% interest was acquired in them, which is the share of the minority shareholders from the individual losses of the companies in proportion to their ownership ratio. 41

42 INDICATORS OF THE DEVELOPMENT OF THE PECUNIARY, FINANCIAL AND EARNINGS SITUATION

43 D INDICATORS OF THE DEVELOPMENT OF THE PECUNIARY, FINANCIAL AND EARNINGS SITUATION D.1. DEVELOPMENT OF THE PECUNIARY SITUATION OF THE MVM GROUP Fixed Assets Ratio Fixed assets Total assets Value 31 December , , December , , Current Assets Ratio Current assets Total assets Value 31 December , , December , , Capital Adequacy Ratio Shareholders' equity Total equity and liabilities Value 31 December , , December , , Leverage Ratio Liabilities Shareholders' equity Value 31 December , , December , , Capital Growth Ratio Shareholders' equity Issued capital Value 31 December , , December , , Fixed Assets Coverage Ratio Shareholders' equity + Longterm liabilities Fixed assets Value 31 December , , December , , Book Value Per Share (BVPS) Shareholders' equity (HUF th) Number of shares Value 31 December ,021,385 25,039, December ,729,607 25,039, The Fixed Assets Ratio and the Current Assets Ratio were largely influenced by an increase in tangible assets within fixed assets and by an increase in the portfolios of inventories, receivables and liquid assets within current assets, which exceeded the increase in fixed assets on the whole. The improvement of the Capital Growth Ratio was caused by an increase in the shareholders equity. Detailed information on changes in the shareholders equity is available in Section B.4. and Appendix B.6. 43

44 D INDICATORS OF THE DEVELOPMENT OF THE PECUNIARY, FINANCIAL AND EARNINGS SITUATION D.2. DEVELOPMENT OF THE FINANCIAL SITUATION OF THE MVM GROUP Capital Gearing Ratio Liabilities Total equity and liabilities Value 31 December , , December , , Indebtedness Ratio Net debt * Shareholders equity Value 31 December , , December , , Liquidity Ratio Current assets Current liabilities Value 31 December , , December , , Acid Test Ratio Liquid assets + Receivables + Securities Current liabilities Value 31 December , , December , , Stock Turnover Ratio Average inventory of stocks (excluding CO 2 quota) Net sales/day Value 31 December ,392 1, December ,779 1, Trade Debtors Turnover Ratio Average trade debtors (including affiliated trade debtors) Net sales/day Value 31 December ,775 1, December ,133 1, Trade Creditors Turnover Ratio Average trade creditors (including affiliated trade creditors) Material-type expenses/day Value 31 December ,725 1, December ,504 1, Interest Coverage Ratio EBITDA ** Interest expenses Value 31 December ,728 3, December ,951 4, * Interest-bearing liabilities liquid assets securities held for trading ** Trading profit + depreciation Both the Liquidity Ratio and the Acid Test Ratio deteriorated compared to 2010, caused by the effect of an increase in current liabilities over liquid assets. The improvement of the Interest Coverage Ratio resulted from a HUF 30,380 million increase in trading profit. 44

45 D INDICATORS OF THE DEVELOPMENT OF THE PECUNIARY, FINANCIAL AND EARNINGS SITUATION D.3. DEVELOPMENT OF THE PROFITABILITY OF THE MVM GROUP Rate of Return on Equity (ROE) Profit after tax Shareholders equity Value 31 December , , % 31 December , , % Rate of Return on Assets (ROA) Profit after tax Total assets Value 31 December , , % 31 December , , % Rate of Return on Sales (ROS) Profit after tax Net sales Value 31 December , , % 31 December , , % Dividend Payout Ratio Dividends payable Issued capital Value 31 December , , % 31 December , , % Rate of Earnings Per Share (EPS) Profit after tax (HUF th) Number of shares Value 31 December ,781,292 25,039, % 31 December ,884,118 25,039, % EBITDA Ratio EBITDA Net sales Value 31 December , , % 31 December , , % The profitability of the MVM Group significantly improved compared to

46 D INDICATORS OF THE DEVELOPMENT OF THE PECUNIARY, FINANCIAL AND EARNINGS SITUATION D.4. CASH FLOW STATEMENT As at 31 December 2011, the MVM Group had a closing portfolio of liquid assets of HUF 52,939 million, which exceeded the previous year s portfolio by HUF 3,041 million. The available cash flow was the result of the operating, investment and financing cash flows, which are described in Appendix D.1. In Appendix D.1, an amount of HUF 0 million is stated in the Change in liquid assets relating to acquisition and withdrawal line, because in 2011, there was no withdrawal or acquisition that would have had an effect on the portfolio of liquid assets of the MVM Group. In the case of the companies included in consolidation in 2011 (MVM Partner d.o.o., MVM Partner Bucharest Srl, MVM Partner Energija d.o.o., MVM Trade Poland Sp.z.o.o., CEEGEX Zrt. and HUPX Derivatív Zrt.), the inclusion was preceded by establishment by the Group, and at the moment of inclusion, only the shareholder s equity and the liquid assets paid by the founder were stated in the balance sheets of the subsidiaries, and no profit had been made by the given subsidiaries before the moment of inclusion. D.5. INDICATORS RELATING TO LOAN AGREEMENTS Syndicated Loan Indicator I Adjusted EBITDA 1 Interest Expenses 2 Value 31 December ,075 2, December ,559 2, Syndicated Loan Indicator II Adjusted Net Debt 3 Net Asset Value 4 Value 31 December , , December , , EIB Loan Indicator I Adjusted EBITDA 1 Interest Expenses 2 Value 31 December ,075 2, December ,559 2, EIB Loan Indicator II Korrigált Nettó Adósság 3 Net Asset Value 5 Value 31 December , , December , , Refinancing Loan Indicator I Adjusted EBITDA 1 Interest Expenses 2 Value 31 December ,075 2, December ,559 2, Refinancing Loan Indicator II Adjusted Net Debt 3 Net Asset Value 4 Value 31 December , , December , , group-level trading profit/loss - trading profit/loss of project companies included in full consolidation + dividends received at group level + depreciation at group level - depreciation of project companies included in full consolidation 2 + interest paid at group level - interest paid by project companies included in full consolidation 3 + interest-bearing liabilities at group level - interest-bearing liabilities of project companies included in full consolidation to companies not included in consolidation - liquid assets at group level + liquid assets of project companies included in full consolidation 4 + assets at group level - intangible assets at group level - liabilities at group level - provisions at group level - accrued expenses and deferred income at group level 5 + assets at group level - intangible assets at group level - liabilities at group level - provisions at group level - accrued expenses and deferred income at group level - capital transferred to project companies 46

47 D INDICATORS OF THE DEVELOPMENT OF THE PECUNIARY, FINANCIAL AND EARNINGS SITUATION Companies included among project companies: MVM MIFŰ Miskolci Fűtőerőmű Kft. MVM Észak-Budai Kogenerációs Fűtőerőmű Kft. MVM BVMT Bakonyi Villamos Művek Termelő Zrt. In the previous years, the project companies also included Tatabánya Erőmű Kft. (Tatabánya Power Plant Ltd.). The calculated 2010 index also includes the figures relating to Tatabánya Erőmű Kft. Due to the sale of the company, Tatabánya Erőmű Kft. was withdrawn from the group of consolidated companies of the MVM Group in 2010, therefore, the company is no longer included among the project companies in the calculation of the 2011 indicators. Under the Credit Facilities Agreement for Project Financing with a term of 15 years, concluded with the European Investment Bank (EIB) in 2010, the ratio of the Adjusted EBITDA and Interest Expenses shall be higher than 3, while the ratio of the Adjusted Net Debt and the Net Tangible Asset Value shall be lower than 0.9. On the basis of the 2010 and 2011 loan indicators, MVM Zrt. complied with the indicators specified in the loan agreement. Under the syndicated loan agreement concluded with the main organiser banks BNP Paribas, ING London, KBC and Citibank, the ratio of the Adjusted EBITDA and Interest Expenses shall be higher than 3, while the ratio of the Adjusted Net Debt and the Net Tangible Asset Value shall be lower than 0.9. On the basis of the 2010 and 2011 loan indicators, MVM Zrt. complied with the indicators specified in the loan agreement. Under the Loan Agreement with a term of seven years, regarding a loan raised in 2010 for refinancing the bank loans of Hungarowind Kft. purchased from a member of the Raiffeisen Bank Group, the ratio of the Adjusted EBITDA and Interest Expenses shall be higher than 3, while the ratio of the Adjusted Net Debt and the Net Tangible Asset Value shall be lower than 0.9. On the basis of the 2010 and 2011 loan indicators, MVM Zrt. complied with the indicators specified in the loan agreement. 47

48 SUPPLEMENTARY INFORMATION

49 E SUPPLEMENTARY INFORMATION E.1. AFFILIATED COMPANIES AND OTHER PARTICIPATIONS Pursuant to the provisions of the Accounting Act, MVM Zrt. prepares a Consolidated Annual Report on the MVM Group. Both the Consolidated Report and the individual report of the Company can be inspected at the head office of the Company. E.2. REMUNERATIONS PAID TO COMPANY OFFICERS Members of the Board of Directors and the Supervisory Board were paid the following remunerations for their activities in 2011: Description Gross remunerations (HUF) Board of Directors 8,678,000 Supervisory Board 5,580,000 Total: 14,258,000 Neither an advance nor a loan was disbursed to any of them. E.3. RESEARCH AND DEVELOPMENT ACTIVITIES At MVM Paksi Atomerőmű Zrt., the change in the balance of the capitalised value of experimental development (HUF -42 million) was influenced by the following factors: Opening balance: HUF 140 million Portfolio increase: Of HUF 652 million accounted for as R&D costs in the current year HUF +83 million Portfolio decrease: In the current year, as a result of capitalisation to assets: Closing balance: HUF -125 million HUF 98 million E.4. REGISTERED DETAILS OF THE PERSON RESPONSIBLE FOR THE MANAGEMENT AND SUPERVISION OF ACCOUNTING SERVICE TASKS Accounting services are provided to MVM Zrt. by MVM KONTÓ Pénzügyi és Számviteli Szolgáltató Központ ZRt. Public data of the person responsible for the management of accounting service tasks at MVM KONTÓ ZRt.: Zsuzsa Gombkötő Home address: H-2111 Szada, Szőlő utca 22., Hungary The CEO of MVM KONTÓ ZRt. is registered under No with the Ministry of Finance pursuant to Government Decree No. 93/2002 (V.5.) Korm. as a person entitled to pursue accounting service activities. E.5. PERSONS AUTHORISED TO SIGN THE ANNUAL REPORT Signing officers Officers authorised to sign jointly: Csaba Sándor Baji, Chairman and CEO First Signatory György Kóbor, Deputy CEO CFO Second Signatory Address H-5000 Szolnok, Áchim András u. 29., Hungary H-2083 Solymár, Kálvária u. 8/A., Hungary 49

50 E SUPPLEMENTARY INFORMATION E.6. AUDIT Auditor of the Company: Person responsible for conducting the audit: István Henye, Auditor KPMG Hungária Kft. (KPMG Hungary Ltd.) Mother s name: Dr. Mária Áder Home address: H-1037 Budapest, Zúzmara u. 8., Hungary Audit licence No: E.7. OTHER SUPPLEMENTARY INFORMATION Important Events After the Balance Sheet Date In its Resolution No. 174/2011 (IX.2.), the Board of Directors of MVM Zrt. and, in its Resolution No. 40/2011 (IX.2.), the Shareholders Meeting of MVM Zrt. held on 2 September 2011 approved the execution of the Electronic Government Trunk Network Project aimed at the implementation of network consolidation within MVM Zrt. for the purposes of the Government. On 16 February 2012, a new company called MVM NET Zártkörűen Működő Részvénytársaság (MVM NET Zrt., MVM NET Ltd.) was established to carry out the electronic communication service activities previously performed by MVM Zrt. and the activities aimed at ensuring the use of the government trunk network as of 1 January MVM Zrt. holds 100% interest in the company. At the time of its establishment, the issued capital of the company was HUF 50 million, comprising only contribution in cash. In its Resolution No. 3/2012 (II.17.) of the Shareholders Meeting, MVM Zrt. decided to increase the issued capital by maximum HUF 27,000 million, of which HUF 1,950 million was contribution in cash and maximum HUF 25,050 million was non-cash contribution (contribution in kind) comprising telecommunications assets owned by MVM Zrt. and related rights of pecuniary value. The new company operates as a member company of the Recognised Corporate Group. The company began its operation on 1 March 2012, and the contribution in kind stated in the resolution of the Shareholders Meeting has been transferred to it. Establishment of a Fourth Mobile Provider It was stated in the decision passed by the National Communications Authority on 31 January that a consortium comprising state-owned companies had obtained a 5 MHz duplex frequency block in the 900 MHz band for the net amount of HUF 10 billion as well as acquired the right of use of an additional 30 MHz frequency in total in the 1,800 and 2,100 MHz bands, i.e., a new mobile provider could be established in the country. Magyar Telekom, Vodafone and Telenor lodged an appeal against the decision made at the end of January within the available appeal period, but the body proceeding at second instance decided against them on 12 March This way, all legal obstacles have been removed from the consortium comprising Magyar Posta Zrt. (Hungarian Post Office Pte. Ltd.), MVM Zrt. and Magyar Fejlesztési Bank Zrt. (Hungarian Development Bank Pte. Ltd.) being able to begin preparing for the launch of the fourth mobile provider scheduled for the end of Merger of MVM Trade ZRt. into MVM Partner ZRt. On the basis of the decision of the Management of its shareholder, MVM Zrt., MVM Trade ZRt. will merge into MVM Partner ZRt. on 1 July 2012, thus an energy company also engaged in natural gas trade in addition to electricity trade and sale to consumers, holding an even larger market share in itself, will be established through the merger of the two electricity trading companies owned by it. Liquidation of Kárpát Energo Zrt. Liquidation proceedings have been instituted against Kárpát Energo Zrt., which are expected to become final and non-appealable by the approval of the Report. Considering that consequently, the shareholder is hindered in exercising its rights attached to its participating interest by extraordinary circumstances, the company is exempted from being included in full consolidation in 2012, after its liquidation will have become final and non-appealable. Besides its shareholder s interest, MVM Zrt. does not have any other risk in Kárpát Energo Zrt., therefore, as a result of the withdrawal of the company from the group of consolidated companies, the negative shareholder s equity will have a significant effect on consolidation in

51 E SUPPLEMENTARY INFORMATION Off Balance Sheet Liabilities and Mortgage Liabilities: MVM Zrt. Secured Liabilities [Article 90(3)(a)] In connection with the loan borrowed from the World Bank in 1998 for the installation of secondary back-up gas turbines, MVM Zrt. entered into an agreement for the assignment of its sales revenues with the Ministry of Finance in July Under the agreement, DÉMÁSZ plc shall pay its outstanding debt owed to MVM Zrt. to the Ministry of Finance if the World Bank had to enforce its guarantee claim against the Hungarian State (the loan will expire on 15 March 2012). Sureties Assumed [Article 90(3)(c)] In relation with the EEX exchange membership of MVM- Adwest GmbH, MVM Zrt. assumed joint and several surety in amounts up to EUR 1,500,000 towards the clearing member concerned. MVM Zrt. assumed surety towards 16 foreign electricity companies in an amount up to EUR 60,856,000 in total for any outstanding payment obligations of MVM Partner ZRt., MVM Partner Serbia d.o.o., MVM Trade ZRt. and MVM-Adwest GmbH arising from their electricity trading transactions. MVM Zrt. assumed surety towards two domestic electricity companies in an amount up to EUR 1,300,000 in total for any outstanding payment obligations of MVM Partner ZRt. arising from its electricity trading transactions. MVM Zrt. assumed surety towards one domestic electricity company in an amount up to USD 3,800,000 in total for any outstanding payment obligations of MVM Partner ZRt. arising from its electricity trading transactions. MVM Zrt. assumed guarantee as parent company towards one foreign electricity company to the value of EUR 3,000,000 in total for any outstanding payment obligations of MVM Trade ZRt. arising from its electricity trading transactions. MVM Zrt. assumed surety towards TURBOMACH S.A. for any outstanding payment obligations of MVM Észak-Budai Kogenerációs Fűtőerőmű Kft. arising from its long-term maintenance contract. MVM Zrt. assumed surety towards MVM Paksi Atomerőmű Zrt. in an amount up to HUF 139,500,000 for the liabilities of MVM OVIT ZRt. arising from a contract for work and services concluded with MVM Paksi Atomerőmű Zrt. MVM Zrt. assumed joint and several surety towards K&H Bank Zrt. (K&H Bank Pte. Ltd.) for any outstanding payment obligations of some of its subsidiaries (MAVIR ZRt., MVM Trade ZRt., MVM Paksi Atomerőmű Zrt.), MVM OVIT ZRt., MVM Partner ZRt., Vértesi Erőmű ZRt., MVMT ZRt., MVM Investment Kft., MVM BVMT Zrt., Kárpát Energo Zrt.) arising from their general treasury contracts concluded with K&H Bank Zrt. MVM Zrt. assumed joint and several surety towards Unicredit Bank Zrt. (Unicredit Bank Pte. Ltd.) for any outstanding payment obligations arising from the general treasury contracts concluded by MVM Trade ZRt. with the bank concerned. MVM Zrt. assumed joint and several surety towards CIB Bank Zrt. (CIB Bank Pte. Ltd.) for any outstanding payment obligations arising from the general treasury contracts concluded by MVM Trade ZRt. with the bank concerned. MVM Zrt. assumed joint and several surety towards Erste Bank Hungary plc for any outstanding payment obligations arising from the contracts concluded by Római Irodaház Kft. with the bank concerned. The MVM Group used bank guarantees to the total amount of HUF 19.9 billion. The General Competition Authority of the European Commission ordered an on-site inquiry at MVM Zrt. and two of its subsidiaries, MAVIR ZRt. and MVM Trade ZRt., in The purpose of the inquiry was basically to clarify, with respect to MVM Zrt. and its two subsidiaries, the suspicion of abuse of dominant position by MVM Zrt. In 2006, simultaneous site inspections were conducted at the three companies. The European Commission closed the inquiry in The findings of the inquiry are detailed under the individual member companies. The Directorate General for Competition Policy of the European Commission investigated the compatibility of the Long-term Agreements (LTAs) concluded by MVM Zrt. with Community law with respect to prohibited state subsidisation under No. C 41/2005 and with respect to competition law under No. COMP/B-1/ In the case filed under No. C41/2005, the proceedings were conducted against the Hungarian State, and the purpose of the inquiry was to clarify whether the LTAs of the power plants and the transition costs paid for the released capacities may be deemed prohibited state subsidisation. In the case filed under No. COMP/B-1/39318, the Commission was investigating whether MVM Zrt. or the trading companies owned by it commits/commit any abuse of its/their dominant position in the electricity markets concerned, primarily through the concluded LTAs. 51

52 E SUPPLEMENTARY INFORMATION With consideration to the aforesaid EU inquiries, the Government prescribed in its Resolution No. 2080/2007 (V.11.) Korm. on the Settlement of Long-term Agreements Concluded in the Electricity Industry that such LTAs concluded in the electricity industry shall be renegotiated and settled under the conditions set by the EU. In the course of the negotiations aimed at the settlement of the situation of the LTAs, MVM Trade ZRt. successfully renegotiated its LTAs with MVM Paksi Atomerőmű Zrt., Mátrai Erőmű ZRt., Csepeli Erűmű Kft. (Csepel Power Plant Ltd.) and Budapesti Erőmű Zrt. (Budapest Power Plant Ltd.) until the end of 2008 under the principles and conditions prescribed by the Government and entered into new trade agreements with these companies. In Case No. C-41/2005, the European Commission passed Decision No. C(2008)2223 on 4 June 2008, in which it established that the LTAs concluded with the power plants contained prohibited state subsidisation and demanded that the Hungarian State stop granting prohibited state subsidies within six months. To implement the decision, Parliament passed Act LXX of 2008, which terminated, as of 31 December 2008, the LTAs not terminated in any other way by that date. By virtue of the law, the LTAs existing between MVM Trade ZRt. and Dunamenti Erőmű zrt. as well as MVM Trade ZRt. and AES Tisza Erőmű Kft. (AES Tisza Power Plant Ltd.) were so terminated. The LTAs specified above, which had been successfully renegotiated previously, were terminated voluntarily by the parties upon the conclusion of the new trade agreements. In the case filed under No. COMP/B-1/39318, the European Commission notified MVM Zrt. by letter on 19 December 2008 that they had closed the competition law inquiry, which had lasted for nearly two years, without passing a decision on the merits. The administrative closure of the case meant that the European Commission could not find any circumstance that would have provided grounds for the concerns which had arisen in connection with the assumed prohibited competition law practices. In the opinion of the Management of the company, any liability which may arise towards the power plants in connection with the LTAs lies with the Hungarian State. Due to this and because neither the incurring nor the amount of the above-mentioned possible future liability can be established at present, neither the company nor MVM Trade ZRt. accumulated provisions in connection with the termination of the LTAs. In its judgment pronounced on 13 February 2012, the Court of Justice of the European Union confirmed that the longterm power purchase agreement concluded between Budapesti Erőmű Zrt. (Budapest Power Plant Pte. Ltd., BERT) and the state-owned MVM Magyar Villamos Művek Zártkörűen Működő Részvénytársaság (MVM Hungarian Electricity Private Limited Company) contained unlawful state subsidisation. It is the position of MVM Zrt. that the judgment passed has no effect on the power purchase agreement currently in force between MVM Trade ZRt. and the Budapest Power Plant, and does not affect the commercial and business relations of the two companies concerned in any form. The parties have already settled accounts in relation to the LTAs affected by the judgment, and have no claim arising from them. As required by the EU, the contracts affected by the judgment passed were terminated back in 2008, and the decision does not affect the electricity trading activities of the MVM Group in any way. MAVIR ZRt. I. Futures Transaction (Physical Futures) On 29 December 2011, the company entered into a futures transaction (physical futures) through HUPX Zrt. for 2012 in respect of electricity to be procured to make up for transmission system losses, in a quantity of 237,168 MWh, at a price of EUR 56.28/MWh, to the value of HUF 4,152,905,694 as at 31 December The company has no mortgage liabilities. MVM Paksi Atomerőmű Zrt. No liabilities off the Balance Sheet (assumption of surety, payment obligations arising from the negotiation of a bill or pending or certain payment obligations, etc.) which significantly affect the situation of the company or its valuation other than the ones detailed below exist. The company does not have any liability secured by lien or other similar rights the repayable amount of which is greater than the amount received. For its deferred customs duty payment permit, the company holds a bank guarantee of HUF 500 million. MVM Paksi Atomerőmű Zrt. is preparing to extend the useful life of the nuclear power plant in a manner also supported by its shareholder. The relevant preparatory works began in The Lifetime Extension Programme has been officially reviewed by the Nuclear Safety Directorate of the Hungarian Atomic Energy Agency (HAEA NSD). According to the decisions received as a result of the 52

53 E SUPPLEMENTARY INFORMATION review, the authority sees a possibility for the fulfilment of additional orders of the authority arising from the review and thereby the implementation of the programme; no circumstance which would frustrate the implementation of the lifetime extension has arisen to date. The then current business plan of the Company provides the required funds for the preparation and continuation of the works. As part of carrying out the lifetime extension tasks, the licence application documentation relating to the continued operation of Unit 1 for an additional 20 years from 2013 to 2032 was submitted to the nuclear authority in Section 40 of Act CXVI of 1996 on Atomic Energy (Atomic Energy Act) provides for the final disposal of radioactive wastes, the performance of the tasks associated with the temporary storage and final disposal of spent fuel, and the decommissioning of the nuclear facility. Section 41 declares that the costs of the final disposal of radioactive wastes, the temporary storage and final disposal of spent fuel, and the decommissioning of the nuclear facility shall be borne by the licence holder or, in case of a budgetary institution, the central state budget. The Government commissioned the Hungarian Atomic Energy Authority to establish Radioactive Waste Management Not-for-profit Company to fulfil these responsibilities. According to Section 62 of the same Decree, the Central Nuclear Fund (CNF or Fund) shall finance the implementation of these tasks as a segregated state fund in such a way that the entities or organisations obliged to do so make their payments directly to the account of CNF kept with the Hungarian State Treasury. Section 2, subsection (1), paragraph c) of Government Decree No. 240/1997 (XII.18.) Korm. ordered, among planning and reporting tasks, the preparation and annual review of the medium- and long-term plans of the activities to be funded from the Fund and of the revenue sources. The reason for the regular review of medium- and longterm plans and the cost estimates is that the CNF should secure realistic cover for expenses to be incurred in the distant future. This complies with the principle that the generation which uses atomic energy should pay the costs of future activities stemming from such use and should not impose unjustifiable burdens on the next generation. Since the 1998 establishment of the Fund, MVM Paksi Atomerőmű Zrt. has paid HUF 264,268.0 million in total into the Fund (HUF 377,260.8 million at 2012 value). According to the forecasts in the medium- and long-term plans of the CNF, the company will have the liability to pay HUF 478,906.7 million in addition (at 2012 value) from 2012 until 2037, when the operational licences of the Company will expire, i.e., until the end of the currently expected useful life of the power plant units. The annual payment obligations are determined on the basis of the medium- and long-term plans prepared by Radioactive Waste Management Not-forprofit Company (and approved by the CNF Advisory Board and the Hungarian Atomic Energy Authority) and finalised by the Minister overseeing the Hungarian Atomic Energy Authority. Afterwards, the amount payable into the CNF will be laid down in the annual State Budget Act. Expected future costs, the payment obligations and their breakdown by year are determined on the basis of a complex calculation method involving a considerable uncertainty of estimation. This estimated liability may change to a great extent in the future and, consequently, the annual payment obligations of the Company may also change significantly. Furthermore, the amount of annual payments and their breakdown by year may differ from the pro rata parts of the total payment obligation. Our company holds the insurance policies prescribed by law or generally used in international practice. Outstanding of these are the nuclear liability insurance, the nuclear property insurance, the executive liability insurance and the insurance for construction and installation works, which also covers nuclear incidents. Our company has been accumulating provisions since 2008 for processing liquid wastes produced during its operation. The liquid waste processing technology was commissioned at the end of 2009, thus no part of the provisions accumulated at the end of 2008 was used. After commissioning, the provision accumulation principle was reviewed, and according to the decision of the Company, provisions were accumulated in one step for the quantity produced in the past, already existing on 31 December 2009, since the cost of processing this quantity will be certainly incurred in the future, but the date and amount of its incurrence are uncertain. The provisions for the processing of wastes produced as of 2010 will be accumulated until the end of its lifetime according to a schedule. Provisions were released in 2010 and As of 2012, the accumulation of provisions is related to the extended lifetime of the units. We are not aware of any liability or obligation that would require the accumulation of provisions in relation to environmental liabilities or restoration obligations. In 2011, a hazardous wastes were disposed of and recovered in accordance with the regulations and the plans. 53

54 E SUPPLEMENTARY INFORMATION MVM Hotel Vértes Kft. 1. Encumbrance: Maximum sum mortgage of up to HUF 300,000,000, say three hundred million Hungarian forints Name and address of mortgagee: MKB Bank plc, Registry No.: , H-1056 Budapest Váci u. 38., Hungary Proceeding branch: Székesfehérvár, Zichy liget 12., Hungary Registration decisions Nos.: 35899/ , 48572/ Encumbrance: Mortgage for a loan of up to HUF 204,000,000 say two hundred and four million Hungarian forints, and incidental charges thereon Name and address of mortgagee: Ministry of Economic Affairs and Transport, Registry No.: H-1055 Budapest Honvéd u , Hungary Represented by: Magyar Gazdaságfejlesztési Központ Zrt. (Hungarian Economic Development Centre Pte. Ltd.), H-1139 Budapest, Váci út , Center Point, Office Building 2, Hungary Contract No.: SZT-2002-TU-BAL Registration decision No.: 34269/ MVM MIFŰ Miskolci Fűtőerőmű Kft. The duty payment liability resulting from the purchase of a real property of a considerable amount, which the company is required to pay for the real properties associated with a boiler purchased in 2008 (HUF 57,440,000). The tax authority assessed the duty at an amount higher than the amount established by the company. After the proceedings of second instance, the Court called upon the National Tax and Customs Authority to institute new proceedings. Mortgage liabilities: List of real properties encumbered with a mortgage by K&H Bank Zrt. under the Financing Loan Agreement: Miskolc, Tatár utca Gas Engine Power Plant, landed property, topographical lot No /4 Miskolc, Hold utca Gas Turbine Power Plant, landed property, topographical lot No /9 Miskolc, landed property, topographical lot No /9 Miskolc, Tatár utca 29/A, landed property, topographical lot No /08 Miskolc, Tatár utca, gas engine building Miskolc, Tatár utca, boiler building Miskolc, Hold utca, gas turbine building Miskolc, Hold utca, warehouse building Movable properties encumbered with a mortgage by K&H Bank Zrt. under the Financing Loan Agreement: Tangible assets over a value of HUF 10 million, to a total value of HUF 12,157.8 million. Római Irodaház Kft. Mortgage liabilities: A mortgage is created on the real property owned by the company under a loan contract existing with Erste Bank. MVM Trade ZRt. There is no pending lawsuit against MVM Trade Power Trading Private Limited Company or pending public administration procedure affecting the financial situation of the company. Dispute at law: In its Decision No. 85/2008 issued on 1 January 2008, the Hungarian Energy Office (HEO) approved the Code of Trading Practice of the electricity system with the deviations set forth in Clauses II.1. and II.2. of the operative part of the Decision. In Clause II.1., paragraph e) of the Decision, the HEO obliged MAVIR ZRt. (Transmission System Operator) to supplement the chapter entitled II./3.6 Trade in System-level Services of the Code of Trading Practice (CTP) with the following paragraph j): The unit price for the availability of reserve capacities required for the provision of system-level services during transactions between the Transmission System Operator and its affiliated companies, as well as the unit price for command tracking and of regulatory power that may be accounted for/ applied between the parties may be maximum the amount of the justified acquisition capacity and energy fees incurred by the affiliated company, as well as the justified costs indirectly associated with the provision of the services, which are not recovered in any other way. On the whole, not more than 5% of the amount paid directly by the affiliated company to the power plants in connection with the same services may be accounted for as costs indirectly associated with the provision of the services. The MVM Trade ZRt. considers the quoted provision unlawful in several respects, therefore, it brought an action before the Metropolitan Court on 29 January 2008, in which it requested Decision No. 85/2008 of the HEO to be repealed and the proceeding administrative body to be obliged to conduct a new procedure. 54

55 E SUPPLEMENTARY INFORMATION In its judgment dated 3 September 2009, the Metropolitan Court dismissed the action brought by plaintiff MVM Trade ZRt. MVM Trade ZRt. lodged an appeal against the judgment with the Metropolitan Court of Appeal. In these proceedings, in its judgment dated 14 April 2010, the Metropolitan Court upheld the judgment of the court of first instance. In its submission dated 28 June 2010, MVM Trade ZRt. contested the judgment of the Metropolitan Court before the Supreme Court with reference to a breach of law, and requested the judicial review of the final and non-appealable judgment. In its Order No. Kfv. III /2010/5 dated 12 April 2011, the Supreme Court repealed the judgment of the Metropolitan Court of Appeal, and instructed the court of second instance to conduct new proceedings and to pass a new decision. In its Order No. 2. Kf /2011/4 dated 22 June 2011, considering that it did not deem the judgment of the court of first instance to be suitable for being assessed at the second instance on the merits, the Metropolitan Court of Appeal repealed the judgment of first instance of the Metropolitan Court, and instructed the court of first instance to rehear the lawsuit and to pass another decision. The lawsuit is still pending, and the Metropolitan Court of Appeal has not set a date for the hearing yet. Another matter in dispute: There have been several invoice disputes between Dunamenti Erőmű Zrt. and MVM Trade ZRt. (MVM Trade Ltd.) for years in connection with the electricity sales set forth in the LTA existing between the companies, the settlement of which has not been closed yet. Dunamenti Erőmű Zrt. has not attempted to enforce its claims laid in previous years in this respect through litigation to date. Failing a mutual agreement and as a result of the termination of the LTA on 31 December 2008 by virtue of the law, it is expected that Dunamenti Erőmű Zrt. will direct the enforcement of the disputed claims towards legal channels. In the autumn of 2010, the Management of MVM Trade ZRt. contacted the Management of the Dunamenti Power Plant in order to settle the invoice dispute. The Dunamenti Power Plant responded to it in its letter No. 2011/01034 dated 14 January In its response, the Dunamenti Power Plant laid down that in connection with the capacity fee and energy fee set forth in the terminated LTA, as a result of the still unclosed invoice disputes, it had claims against MVM Trade ZRt. and MVM Zrt., and requested our company to pay the specified amount. In its response, MVM Trade ZRt. explained that MVM Zrt. and its contractual legal successor, MVM Trade ZRt., had acted in accordance with the provisions of the LTA that had been in force between the parties throughout their contractual relationship with Dunamenti Erőmű Zrt., and had paid the consideration for the purchased electricity in accordance with the contractual provisions, the other agreements concluded between the parties and the governing laws. With regard to all these, MVM Trade ZRt. maintained its objections, which had been explained multiple times during the invoice disputes, with regard to which it rejected to pay the claim laid by Dunamenti Erőmű Zrt. In 2011, the amount of the disputed claims of Dunamenti Erőmű Zrt. against MVM Trade ZRt. did not change, i.e., it is still warranted to maintain the provisions of HUF 11,408 million accumulated in total when the year 2009 was closed for the invoice disputes existing with the Dunamenti Power Plant. MVM BVMT Bakonyi Villamos Művek Termelő Zrt. As collateral for its payment obligations arising from its existing loan agreement, the company registered a mortgage against its real properties and its technical assets over an acquisition value of HUF 40,000,000 with the lending banks. The total value of the mortgaged assets is HUF 19,490,711,145. The development of employee headcount and the employees income at the MVM Group are detailed in Appendix E.1. Figures relating to the hazardous wastes and materials harmful to the environment, owned by the MVM Group, are contained in Appendix E.2, while figures relating to the tangible assets directly serving the protection of the environmental are shown in Appendix E.3. Budapest, 9 May

56 APPENDICES

57 F APPENDICES APPENDICES Chapter A Appendix A.1: Appendix A.2: Consolidated Companies of the MVM Group Description of the Shareholders and Owners Belonging to the MVM Group of Companies Included in Full Consolidation and Treated as Associated Companies Appendix A.3: Appendix A.4: Appendix A.5: Appendix A.6 a): Appendix A.6 b): Appendix A.6 c): Assets Side of the Cumulative Balance Sheet of the MVM Group (Assets) Equity and Liabilities Side of the Cumulative Balance Sheet of the MVM Group (Equity and Liabilities) Cumulative Profit and Loss Account of the MVM Group Calculation of the Consolidated Balance Sheet of the MVM Group (Assets) Calculation of the Consolidated Balance Sheet of the MVM Group (Equity and Liabilities) Calculation of the Consolidated Profit and Loss Account of the MVM Group Chapter B Appendix B.1: Appendix B.2: Appendix B.3: Appendix B.4: Appendix B.5: Appendix B.6: Appendix B.7: Appendix B.8: Development of the Portfolio of Intangible Assets Development of the Portfolio of Tangible Assets Consolidated Long-term Participating Interests in Affiliated Companies Development of Goodwill on Consolidation Development of Losses in Value Changes in Consolidated Shareholders Equity Development of Negative Goodwill on Consolidation Development of Bank Loans Chapter C Appendix C.1: Appendix C.2: Net Sales of the MVM Group by Product and Product Type, Aggregated by Division Detailed Costs of the MVM Group Aggregated by Division Chapter D Appendix D.1: Cash Flow Statements Chapter E Appendix E.1: Appendix E.2: Appendix E.3: Consolidated Labour Data Changes in the Inventories of Environmentally Harmful Materials and Hazardous Wastes Change in the Portfolio of Tangible Assets Used for Environmental Protection 57

58 F APPENDICES Appendix A.1: Consolidated Companies of the Group Companies included in full consolidation Parent company (1) Subsidiaries (36) MVM OVIT Országos Villamostávvezeték ZRt Budapest, Körvasút sor ENERGO-MERKUR Kft Budapest, Grassalkovich u MVM Paksi Atomerőmű Zrt Paks, Pf.: 71. Hrsz.:8803/10. MVM ERBE Zrt Budapest, Budafoki út 95. Vértesi Erőmű ZRt Oroszlány, Külterület hrsz 0718/5. MVM MIFŰ Kft Miskolc, Tatár u. 29/b. MVM Partner Serbia d.o.o. Serbia, Beograd, Novi-Beograd, 11070, Nehrouva Str. No. 132/13. MVM VILLKESZ Kft Budaörs, Kinizsi u.26. MVM Trade ZRt Budapest, Szentendrei út MVM GTER Zrt Budaörs, Kinizsi u.26. MVM Partner ZRt Budapest, Szentendrei út MVMI Zrt Paks, Dózsa Gy utca MAVIR ZRt Budapest, Anikó utca 4. MVM KONTÓ ZRt Paks, Gagarin u. 1. MVM Észak-Budai Fűtőerőmű Kft Budapest, Kunigunda utca 49. MVM Hotel Vértes Kft Siófok, Battyhány u. 24. MVM Zrt Budapest, Szentendrei út Bánhida Erőmű Kft Tatabánya, Környei út 38. ATOMIX Kft Paks, Gesztenyés u. 2. MVM Hotel Panoráma Kft Balatongyörök, Petőfi S. u. 5. MVM-ADWEST GmbH. Austria, 1100 Vienna, Wienerbergerstr. 7., Büro OG HUPX Zrt Budapest, Záhony utca 7. NIKER d.o.o. Croatia,52210-Rovinj, Valbruna II. Jug bb ER-EF Erőmű Kft Budapest, Béla király út 30/c Kárpát Energo Zrt Zalaegerszeg, Kisfaludy Sándor. u Em 247. Mátrai Villamos Művek Termelő Zrt Budapest, Szentendrei út MVM BVMT Bakonyi Villamos Művek Termelő Zrt Ajka, Gyártelep hrsz.1961/1 Római Irodaház Kft Budapest, Szentendrei út MVM Hungarowind Kft Budapest, Szentendrei út CEEGEX Zrt Budapest, Záhony utca 7. HUPX Derivatív Zrt Budapest, Záhony utca 7. MVM Partner Bucharest Srl Romania, Bucharest, Sector 1., Stirbei voda nr MVM Partner Energija d.o.o. Slovenia, Ljubljana 1000, Slovenska Cesta, 56 MVM Trade Poland Sp.z.o.o. Ul. Wybrzeze Kosciuszkowskie 43/4; Warszawa MVM Partner d.o.o. Croatia, J.F. Kennedy 6B, Grad Zabreb MVM Investment Ukrajna Kft Budapest, Szentendrei út System Investment Ukraine LV Ukraine, Mukachevo, Fjodorova pl

59 F APPENDICES Appendix A.1: Consolidated Companies of the Group Companies treated as associated companies Joint ventures (2) Associated companies (7) EKS-Service Kft Budapest, Késmárk u POWERFORUM Zrt Budapest, Szentendrei út Dunamenti Zrt Százhalombatta, Erőmű u. 2. Mátrai Erőmű ZRt Visonta, Erőmű utca 11. Zsigmondy Vilmos Harkányi Gyógyfürdőkórház Kft Harkány, Zsigmondy sétány 1. MM Energy GmbH. Ausztria, 1010 Wien Bauernmarkt 2. Biomassza Erőművek Egyesülése 7630 Pécs, Edison u.1. Dél-Dunántúli Humánerőforrás Közhasznú Nonprofit Kft Paks, Dózsa Gy. u. 95. I/110. Technopark Ukraine LV Otherwise treated companies Companies of other forms of participation (8) Energetikai Lapkiadó Kht Budapest, Köztársaság tér em Hotel Carbona Zrt Hévíz, Attila u. 1. Komáromi Thermálfürdő Szolgáltató Kft Komárom, Táncsics Mihály. u. 34. Oroszlányi Szolgáltató Zrt Oroszlány, Bánki Donát u. 2. Magyar Hegesztéstechnikai és Anyagvizsgálati Egyesülés 1148 Budapest, Fogarasi út Duncan M Donald Company Secretary NIRA LIMITED Third Floor St George s Curt, Upper Church Street, Douglas Isle of Man IM 1 1EE ÉMÁSZ Nyrt Miskolc, Dózsa Gy. u ELMŰ Nyrt Budapest, Váci út

60 F APPENDICES Appendix A.2: Description of the Shareholders/Owners Belonging to the Group of Companies Included in Full Consolidation and Treated as Associated Companies Description Companies included in consolidation Consolidation Head office Capacity Basis Method Value of shareholders' equity In previous year In subject year MVM Zrt Budapest, Szentendrei út Parent co. Parent co. Full 375, ,044 35,835 Parent company 375, ,044 35,835 MVM OVIT ZRt Budapest, Körvasút sor 105. Subsidiary Voting right Full 7,308 9,308 2,000 MVM Paksi Atomerőmű Zrt Paks, Pf.: 71. Hrsz.:8803/10. Subsidiary Voting right Full 129, ,608-5 Vértesi Erőmű ZRt Oroszlány, Külterület hrsz 0718/5. Subsidiary Voting right Full -11,902-1,586 10,316 MVM Partner ZRt Budapest, Szentendrei út Subsidiary Voting right Full 3,996 3,996 0 MVM Partner Serbia d.o.o. Serbia, Belgrade, Nehrouva Str. No. 132/13. Subsidiary Voting right Full MVM Partner Bucharest Srl Romania, Bucharest, Sector 1., Stirbei voda nr Subsidiary Voting right Full n/a 6 6 MVM Partner d.o.o. Croatia, Zagreb, J.F. Kennedy 6B Subsidiary Voting right Full n/a 9 9 MVM Partner Energija d.o.o. Slovenia, 1000 Ljubljana, Slovenska cesta 56 Subsidiary Voting right Full n/a 8 8 MAVIR ZRt Budapest, Anikó utca 4. Subsidiary Voting right Full 266, ,860 11,152 ENERGO-MERKUR Kft Budapest, Grassalkovich u Subsidiary Voting right Full MVM ERBE ZRt Budapest, Budafoki u. 95. Subsidiary Voting right Full MVM VILLKESZ Kft Budaörs, Kinizsi u.26. Subsidiary Voting right Full MVM-Adwest GmbH. Austria, 1100 Vienna, Wienerbergerstr. 7., Büro OG Subsidiary Voting right Full 1,313 1, MVM GTER Zrt Budapest, Szentendrei út Subsidiary Voting right Full MVM Trade ZRt Budapest, Szentendrei út Subsidiary Voting right Full 18,103 18,103 0 MVM Trade Poland Sp.z.o.o. Poland, Warszawa Ul. Wybrzeze Kosciuszkowskie 43/4 Subsidiary Voting right Full n/a MVMI ZRt Paks, Dózsa Gy utca Subsidiary Voting right Full 5,392 5,392 0 MVM Kontó ZRt Paks, Gagarin u. 1. Subsidiary Voting right Full MVM MIFŰ Kft Miskolc, Tatár u. 29/b. Subsidiary Voting right Full 7,355 7, MVM Észak-Budai Fűtőerőmű Kft Budapest, Kunigunda útja 49. Subsidiary Voting right Full 3,790 2,534-1,256 ATOMIX Kft Paks Gesztenyés u. 2. Subsidiary Voting right Full MVM Hotel Vértes Kft Siófok, Battyhány u. 24. Subsidiary Voting right Full MVM Hotel Panoráma Kft Balatongyörök, Petőfi S. u. 5. Subsidiary Voting right Full Bánhida Erőmű Kft Tatabánya, Környei út 38. Subsidiary Voting right Full Kárpát Energo Zrt Zalaegerszeg, Kisfaludy Sándor. u Em 247. Subsidiary Voting right Full -10,746-12,989-2,243 MVM BVMT Bakonyi Villamos Művek Termelő Zrt Ajka, Gyártelep hrsz Subsidiary Voting right Full 4,005 1,600-2,405 MVM Investment Ukrajna Beruházási Kft Budapest, Szentendrei út Subsidiary Voting right Full System Investment Ukraine LV Ukraine, Mukachevo, Fjodorova pl. 5. Subsidiary Voting right Full ER-EF Erőmű Kft Budapest, Béla király út 30/c Subsidiary Voting right Full HUPX ZRt Budapest, Záhony utca 7. Subsidiary Voting right Full CEEGEX Zrt Budapest, Záhony utca 7. Subsidiary Voting right Full n/a HUPX Derivatív Zrt Budapest, Záhony utca 7. Subsidiary Voting right Full n/a 1 1 Mátrai Villamos Művek Termelő Zrt Visonta, Erőmű utca 11. Subsidiary Voting right Full Római Irodaház Kft Budapest, Szentendrei út Subsidiary Voting right Full 8,324 7, MVM Hungarowind Kft Budapest, Szentendrei út Subsidiary Voting right Full 2,683 2, Niker d.o.o. Croatia, Rovinj, Valbruna II. Jug Subsidiary Voting right Full , Change Subsidiaries 438, ,260 16,686 EKS Service Kft Budapest, Késmárk u Associated Voting right Equity POWERFORUM Zrt Budapest, Szentendrei út Associated Voting right Equity Joint ventures Dunamenti Zrt Százhalombatta, Erőmű u. 2. Associated Voting right Equity 51,219 46,925-4,294 Mátrai Erőmű ZRt Visonta, Erőmű u. 11. Associated Voting right Equity 85,843 94,967 9,124 Zsigmondy V. Harkányi Gyógyfürdőkórház Kft Harkány, Zsigmondy sétány 1. Associated Voting right Equity no data 2,057 MM Energy GmbH Austria, 1010 Wien Bauernmarkt 2. Associated Voting right Equity no data no data no data Associated companies 137, ,949 4,830 Total 576, ,841 21,362 60

61 F APPENDICES Appendix A.2: Description of the Shareholders/Owners Belonging to the Group of Companies Included in Full Consolidation and Treated as Associated Companies Ownership ratio of shareholders/owners belonging to the Group and book value of their participating interests MVM Paksi MVM Zrt. Atomerőmű Zrt. Vértesi Erőmű ZRt. MVM OVIT ZRt. Description % Book value % Book value % Book value % Book value MVM Zrt Parent company - - ~ 0 ~ 0 ~ 0 MVM OVIT ZRt ,787 MVM Paksi Atomerőmű Zrt ,590 Vértesi Erőmű ZRt MVM Partner ZRt MVM Partner Serbia d.o.o. MVM Partner Bucharest Srl MVM Partner d.o.o. MVM Partner Energija d.o.o. MAVIR ZRt ,283 ENERGO-MERKUR Kft MVM ERBE Zrt MVM VILLKESZ Kft MVM-Adwest GmbH MVM GTER Zrt MVM Trade ZRt ,100 MVM Trade Poland Sp.z.o.o. MVMI Zrt ,310 MVM Kontó ZRt MVM MIFŰ Kft ,401 MVM Észak-Budai Fűtőerőmű Kft ,549 ATOMIX Kft MVM Hotel Vértes Kft MVM Hotel Panoráma Kft Bánhida Erőmű Kft Kárpát Energo Zrt MVM BVMT Bakonyi Villamos Művek Termelő Zrt ,589 MVM Investment Ukrajna Beruházási Kft. System Investment Ukraine LV ER-EF Erőmű Kft HUPX Zrt. CEEGEX Zrt. HUPX Derivatív Zrt. Mátrai Villamos Művek Termelő Zrt Római Irodaház Kft ,552 MVM Hungarowind Kft ,386 Niker d.o.o Subsidiaries ~ 315,855 ~ 1 ~ 0 ~ 78 EKS Service Kft POWERFORUM Zrt. Joint ventures ~ 62 ~ 0 ~ 0 ~ 0 Dunamenti Erőmű Zrt ,386 Mátrai Erőmű ZRt ,712 Zsigmondy V. Harkányi Gyógyfürdőkórház Kft MM Energy GmbH Associated companies ~ 17,215 ~ 106 ~ 0 ~ 0 Total ~ 333,132 ~ 107 ~ 0 ~ 78 61

62 F APPENDICES Appendix A.2: Description of the Shareholders/Owners Belonging to the Group of Companies Included in Full Consolidation and Treated as Associated Companies Description Ownership ratio of shareholders/owners belonging to the Group and book value of their participating interests MVM Investment Ukrajna MAVIR ZRt. HUPX Zrt. MVM Trade ZRt. MVM Partner ZRt. Beruházási Kft. % Book value % Book value % Book value % Book value % Book value MVM Zrt. Parent company ~ 0 ~ 0 ~ 0 ~ 0 ~ 0 MVM OVIT ZRt. MVM Paksi Atomerőmű ZRt. Vértesi Erőmű ZRt. MVM Partner ZRt. MVM Partner Serbia d.o.o MVM Partner Bucharest Srl MVM Partner d.o.o MVM Partner Energija d.o.o MAVIR ZRt. ENERGO-MERKUR Kft. MVM ERBE Zrt. MVM Villkesz Kft. MVM-Adwest GmbH. MVM GTER Zrt. MVM Trade ZRt. MVM Trade Poland Sp.z.o.o MVMI Zrt. MVM Kontó ZRt. MVM MIFŰ Kft. MVM Észak-Budai Fűtőerőmű Kft. ATOMIX Kft. MVM Hotel Vértes Kft. MVM Hotel Panoráma Kft. Bánhida Erőmű Kft. Kárpát Energo Zrt. MVM BVMT Bakonyi Villamos Művek Termelő Zrt. MVM Investment Ukrajna Beruházási Kft System Investment Ukraine LV ER-EF Erőmű Kft HUPX Zrt CEEGEX Zrt HUPX Derivatív Zrt Mátrai Villamos Művek Termelő Zrt. Római Irodaház Kft ,037 MVM Hungarowind Kft. Niker d.o.o. Subsidiaries ~ 4,527 ~ 25 ~ 161 ~,48 ~ 180 EKS Service Kft. POWERFORUM Zrt Joint ventures ~ 0 ~ 0 ~ 120 ~ 0 ~ 0 Dunamenti Erőmű Zrt. Mátrai Erőmű ZRt. Zsigmondy V. Harkányi Gyógyfürdőkórház Kft. MM Energy GmbH Associated companies ~ 0 ~ 0 ~ 0 ~ 0 ~ 0 TOTAL ~ 4,527 ~ 25 ~ 281 ~ 48 ~

63 F APPENDICES Appendix A.3: Assets Side of the Cumulative Balance Sheet of the MVM Group (Assets) Balance sheet items year Item Description Holding Centre Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group, aggregated by division Trading Division Services Division TSO Generation Division A. FIXED ASSETS 445, , , ,561 1,020,523 I. INTANGIBLE ASSETS ,489 4,770 2,558 12, Capitalised value of foundation and reorganisation Capitalised value of research and development Rights of pecuniary value , , Intellectual property ,551 2,223 7, Goodwill Advances on intangible assets Value adjustment of intangible assets II. TANGIBLE ASSETS 34, , , , , Lands, buildings and related rights of pecuniary value 14, , ,358 41, , Technical equipment, machinery and vehicles 9, ,429 59, , , Other equipment, fixtures, fittings and vehicles , ,268 6, Breeding animals Assets in course of construction 4, ,945 6,882 21, Advances on construction ,327 5, Value adjustment of tangible assets 4, , ,456 III. FINANCIAL ASSETS 410, , , Long-term participating interests in affiliated companies 333, , , Long-term loans to affiliated companies 46, , Other long-term participating interests 30, , Long-term loans to companies linked by other participations Other long-term loans Long-term debt securities Value adjustment of financial assets Valuation difference on financial assets B. CURRENT ASSETS 115, ,125 28,115 49, , ,033 I. INVENTORIES 1,663 2,751 3, ,544 99, Raw materials and consumables , ,881 85, Work in progress ,171 6, Young animals, fatstocks and other animals Finished products Goods 1,363 2,206 1, ,822 6, Advances on goods ,330 II. RECEIVABLES 90, ,560 23,780 27,064 33, , Trade debtors ,688 5,174 9,465 2,463 59, Receivables from affiliated companies 88,060 48,461 17,548 1,401 27, , Receivables from companies linked by other participations 0 5, ,221 2,099 9, Bills receivable Other receivables 1,047 10,076 1,058 13,977 2,097 28, Valuation difference on receivables Positive valuation difference on derivative transactions III. SECURITIES Participating interests in affiliated companies Other participating interests Own shares and partnership shares Debt securities held for trading Valuation difference on securities IV. LIQUID ASSETS 23,019 3,814 1,025 21,979 3,102 52, Cash, cheques Bank deposits 23,017 3,811 1,015 21,978 3,098 52,919 C. PREPAID EXPENSES AND ACCRUED INCOME 5,469 5,714 1,513 4, , Accrued income 2,474 4, , , Prepaid costs and expenses 2,995 1, , Deferred expenses 0 0 1, ,136 TOTAL ASSETS 566, ,814 62, , ,620 1,470,846 Total 63

64 F APPENDICES Appendix A.3. a) 2011 year figures in HUF M Balance sheet items Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group Holding Centre Trading Division Item Description MVM Zrt. MVM Trade ZRt. MVM Trade Poland Sp.z.o.o. MVM Partner ZRt. MVM Partner Serbia d.o.o. MVM Partner d.o.o. A. FIXED ASSETS 445, I. INTANGIBLE ASSETS Capitalised value of foundation and reorganisation Capitalised value of research and development Rights of pecuniary value Intellectual property Goodwill Advances on intangible assets Value adjustment of intangible assets II. TANGIBLE ASSETS 34, Lands, buildings and related rights of pecuniary value 14, Technical equipment, machinery and vehicles 9, Other equipment, fixtures, fittings and vehicles Breeding animals Assets in course of construction 4, Advances on construction Value adjustment of tangible assets 4, III. FINANCIAL ASSETS 410, Long-term participating interests in affiliated companies 333, Long-term loans to affiliated companies 46, Other long-term participating interests 30, Long-term loans to companies linked by other participations Other long-term loans Long-term debt securities Value adjustment of financial assets Valuation difference on financial assets B. CURRENT ASSETS 115,088 64, , I. INVENTORIES 1, , Raw materials and consumables Work in progress Young animals, fatstocks and other animals Finished products Goods 1, , Advances on goods II. RECEIVABLES 90,104 63, , Trade debtors , , Receivables from affiliated companies 88,060 36, , Receivables from companies linked by other participations 0 5, Bills receivable Other receivables 1,047 8, Valuation difference on receivables Positive valuation difference on derivative transactions III. SECURITIES Participating interests in affiliated companies Other participating interests Own shares and partnership shares Debt securities held for trading Valuation difference on securities IV. IV. LIQUID ASSETS 23, Cash, cheques Bank deposits 23, C. PREPAID EXPENSES AND ACCRUED INCOME 5,469 1, , Accrued income 2, Prepaid costs and expenses 2, Deferred expenses TOTAL ASSETS 566,404 66, ,

65 F APPENDICES Appendix A.3. a) 2011 year figures in HUF M Balance sheet items Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group Trading Division Item Description MVM Partner Bucharest Srl MVM Partner Energija d.o.o. MVM Adwest GmbH HUPX Zrt. CEEGEX Zrt. HUPX Derivatív Zrt. Total A. FIXED ASSETS I. INTANGIBLE ASSETS Capitalised value of foundation and reorganisation Capitalised value of research and development Rights of pecuniary value Intellectual property Goodwill Advances on intangible assets Value adjustment of intangible assets II. TANGIBLE ASSETS Lands, buildings and related rights of pecuniary value Technical equipment, machinery and vehicles Other equipment, fixtures, fittings and vehicles Breeding animals Assets in course of construction Advances on construction Value adjustment of tangible assets III. FINANCIAL ASSETS Long-term participating interests in affiliated companies Long-term loans to affiliated companies Other long-term participating interests Long-term loans to companies linked by other participations Other long-term loans Long-term debt securities Value adjustment of financial assets Valuation difference on financial assets B. CURRENT ASSETS 8 9 4, ,125 I. INVENTORIES , Raw materials and consumables Work in progress Young animals, fatstocks and other animals Finished products Goods , Advances on goods II. RECEIVABLES 0 1 1, , Trade debtors , Receivables from affiliated companies 0 0 1, , Receivables from companies linked by other participations , Bills receivable Other receivables , Valuation difference on receivables Positive valuation difference on derivative transactions III. SECURITIES Participating interests in affiliated companies Other participating interests Own shares and partnership shares Debt securities held for trading Valuation difference on securities IV. IV. LIQUID ASSETS 8 8 2, , Cash, cheques Bank deposits 8 8 2, ,811 C. PREPAID EXPENSES AND ACCRUED INCOME 0 0 3, , Accrued income 0 0 3, , Prepaid costs and expenses , Deferred expenses TOTAL ASSETS 8 9 7, ,814 65

66 F APPENDICES Appendix A.3. a) 2011 year figures in HUF M Balance sheet items Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group Services devision Item Description MVM OVIT ZRt. MVM ERBE Zrt. MVM VILLKESZ Kft. MVM Kontó ZRt. MVMI Zrt. ENERGO- MERKUR Kft. MVM Investment Ukrajna Kft. System Investment Ukraine LV A. FIXED ASSETS 5, , I. INTANGIBLE ASSETS , Capitalised value of foundation and reorganisation Capitalised value of research and development Rights of pecuniary value , Intellectual property Goodwill Advances on intangible assets Value adjustment of intangible assets II. TANGIBLE ASSETS 5, , Lands, buildings and related rights of pecuniary value 2, Technical equipment, machinery and vehicles 2, Other equipment, fixtures, fittings and vehicles , Breeding animals Assets in course of construction Advances on construction Value adjustment of tangible assets III. FINANCIAL ASSETS Long-term participating interests in affiliated companies Long-term loans to affiliated companies Other long-term participating interests Long-term loans to companies linked by other participations Other long-term loans Long-term debt securities Value adjustment of financial assets Valuation difference on financial assets B. CURRENT ASSETS 19,111 2, , I. INVENTORIES 2, Raw materials and consumables 1, Work in progress Young animals, fatstocks and other animals Finished products Goods Advances on goods II. RECEIVABLES 16,694 2, , Trade debtors 4, Receivables from affiliated companies 10,953 2, , Receivables from companies linked by other participations Bills receivable Other receivables Valuation difference on receivables Positive valuation difference on derivative transactions III. SECURITIES Participating interests in affiliated companies Other participating interests Own shares and partnership shares Debt securities held for trading Valuation difference on securities IV. IV. LIQUID ASSETS Cash, cheques Bank deposits C. PREPAID EXPENSES AND ACCRUED INCOME Accrued income Prepaid costs and expenses Deferred expenses TOTAL ASSETS 24,664 2,903 1, ,

67 F APPENDICES Appendix A.3. a) 2011 year figures in HUF M Balance sheet items Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group Services devision Item Description ER-EF Erőmű Kft. MVM Hotel Vértes Kft. MVM Hotel Panoráma Kft. Római Irodaház Kft. ATOMIX Kft. Bánhida Erőmű Kft. NIKER d.o.o. Total A. FIXED ASSETS , ,680 I. INTANGIBLE ASSETS , Capitalised value of foundation and reorganisation Capitalised value of research and development Rights of pecuniary value , Intellectual property Goodwill Advances on intangible assets Value adjustment of intangible assets II. TANGIBLE ASSETS , , Lands, buildings and related rights of pecuniary value , , Technical equipment, machinery and vehicles , Other equipment, fixtures, fittings and vehicles , Breeding animals Assets in course of construction Advances on construction Value adjustment of tangible assets III. FINANCIAL ASSETS Long-term participating interests in affiliated companies Long-term loans to affiliated companies Other long-term participating interests Long-term loans to companies linked by other participations Other long-term loans Long-term debt securities Value adjustment of financial assets Valuation difference on financial assets B. CURRENT ASSETS , ,115 I. INVENTORIES , Raw materials and consumables , Work in progress Young animals, fatstocks and other animals Finished products Goods , Advances on goods II. RECEIVABLES , Trade debtors , Receivables from affiliated companies , Receivables from companies linked by other participations Bills receivable Other receivables , Valuation difference on receivables Positive valuation difference on derivative transactions III. SECURITIES Participating interests in affiliated companies Other participating interests Own shares and partnership shares Debt securities held for trading Valuation difference on securities IV. IV. LIQUID ASSETS , Cash, cheques Bank deposits ,015 C. PREPAID EXPENSES AND ACCRUED INCOME , , Accrued income Prepaid costs and expenses Deferred expenses , ,136 TOTAL ASSETS ,363 1, ,308 67

68 F APPENDICES Appendix A.3. b) Balance sheet items TSO Item Description MAVIR ZRt year Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group MVM Paksi Atomerőmű Zrt. Vértesi Erőmű ZRt. Generation Division MVMT Zrt. MVM Hungarowind Kft. MVM GTER Zrt. A. FIXED ASSETS 373,460 98,888 13, , I. INTANGIBLE ASSETS 4,770 2, Capitalised value of foundation and reorganisation Capitalised value of research and development Rights of pecuniary value Intellectual property 4,551 2, Goodwill Advances on intangible assets Value adjustment of intangible assets II. TANGIBLE ASSETS 364,119 95,601 13, , Lands, buildings and related rights of pecuniary value 159,358 22,752 4, , Technical equipment, machinery and vehicles 59,080 61,785 8, , Other equipment, fixtures, fittings and vehicles 887 3, Breeding animals Assets in course of construction 8,945 6, Advances on construction 292 1, Value adjustment of tangible assets 135, III. FINANCIAL ASSETS 4, Long-term participating interests in affiliated companies 4, Long-term loans to affiliated companies Other long-term participating interests Long-term loans to companies linked by other participations Other long-term loans Long-term debt securities Value adjustment of financial assets Valuation difference on financial assets B. CURRENT ASSETS 49, ,801 12, ,471 I. INVENTORIES 53 77,037 8, , Raw materials and consumables 53 76,470 1, , Work in progress 0 0 5, Young animals, fatstocks and other animals Finished products Goods 0 4 1, Advances on goods II. RECEIVABLES 27,064 23,679 2, , Trade debtors 9, Receivables from affiliated companies 1,401 23, , Receivables from companies linked by other participations 2, Bills receivable Other receivables 13, Valuation difference on receivables Positive valuation difference on derivative transactions III. SECURITIES Participating interests in affiliated companies Other participating interests Own shares and partnership shares Debt securities held for trading Valuation difference on securities IV. IV. LIQUID ASSETS 21, , Cash, cheques Bank deposits 21, , C. PREPAID EXPENSES AND ACCRUED INCOME 4, Accrued income 3, Prepaid costs and expenses Deferred expenses TOTAL ASSETS 426, ,801 25, ,462 2,599 68

69 F APPENDICES Appendix A.3. b) Item Balance sheet items Description year Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group MVM MIFŰ Kft. MVM Észak-Budai Fűtőerőmű Kft. Generation Division Kárpát Energo Zrt. MVM BVMT Zrt. A. FIXED ASSETS 13,424 11,194 4,248 19, ,561 I. INTANGIBLE ASSETS , Capitalised value of foundation and reorganisation Capitalised value of research and development Rights of pecuniary value Intellectual property , Goodwill Advances on intangible assets Value adjustment of intangible assets II. TANGIBLE ASSETS 13,424 11,194 4,248 19, , Lands, buildings and related rights of pecuniary value 3,712 2, ,108 41, Technical equipment, machinery and vehicles 9,644 8, , , Other equipment, fixtures, fittings and vehicles , Breeding animals Assets in course of construction , Advances on construction 0 0 3, , Value adjustment of tangible assets III. FINANCIAL ASSETS Long-term participating interests in affiliated companies Long-term loans to affiliated companies Other long-term participating interests Long-term loans to companies linked by other participations Other long-term loans Long-term debt securities Value adjustment of financial assets Valuation difference on financial assets B. CURRENT ASSETS 3,793 3,460 4, ,609 I. INVENTORIES , , Raw materials and consumables , , Work in progress , Young animals, fatstocks and other animals Finished products Goods , Advances on goods II. RECEIVABLES 3,010 3, , Trade debtors 0 1, , Receivables from affiliated companies , Receivables from companies linked by other participations 1, , Bills receivable Other receivables 365 1, , Valuation difference on receivables Positive valuation difference on derivative transactions III. SECURITIES Participating interests in affiliated companies Other participating interests Own shares and partnership shares Debt securities held for trading Valuation difference on securities IV. IV. LIQUID ASSETS , Cash, cheques Bank deposits ,098 C. PREPAID EXPENSES AND ACCRUED INCOME Accrued income Prepaid costs and expenses Deferred expenses TOTAL ASSETS 17,220 14,683 8,380 20, ,620 Total 69

70 F APPENDICES Appendix A.4: Item Equity and Liabilities Side of the Cumulative Balance Sheet of the MVM Group ( Equity and Liabilities) Balance sheet items Description 2011 year figures in HUF M Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group, aggregated by division Total Holding Trading Services Generation TSO Centre Division Division Division D. SHAREHOLDERS' EQUITY 402,913 23,992 23, , , ,937 I. ISSUED CAPITAL 200,316 17,386 25, , , ,493 of which: repurchased own ownership shares II. ISSUED CAPITAL NOT PAID III. CAPITAL RESERVE 31, ,472 35,222 IV. RETAINED EARNINGS 138,745 6,085-1, , ,105 V. TIED-UP RESERVE , ,025 VI. VALUATION RESERVE 4, , , Valuation reserve of value adjustment 4, , , Valuation reserve of real valuation VII. BALANCE SHEET PROFIT/(-)LOSS 27, , ,200 29,097 VIII. CHANGE IN SHAREHOLDERS' EQUITY OF SUBSIDIARIES E. PROVISIONS 7,744 12,875 2,287 1,097 40,767 64, Provisions for expected liabilities 6,793 12,875 1, ,193 48, Provisions for future costs ,574 15, Other provisions F. LIABILITIES 152,191 73,401 34, , , ,485 I. SUBORDINATED LIABILITIES Subordinated liabilities to affiliated companies Subordinated liabilities to companies linked by other participations Subordinated liabilities to other business enterprises II. LONG-TERM LIABILITIES 34, ,257 38,610 61, , Long-term loans Convertible bonds Bonded debts Capital investment and development loans 30, , ,933 72, Other long-term bank loans 4, , Long-term liabilities to affiliated companies 0 0 1,426 38,610 30,670 70, Long-term liabilities to companies linked by other participations Other long-term liabilities III. CURRENT LIABILITIES 117,929 73,401 22,459 80,412 57, , Short-term loans of which: convertible bonds Short-term bank loans 47, ,157 2,819 58, Advances received from customers , Trade creditors 3,912 15,523 13,481 4,119 14,167 51, Bills payable Current liabilities to affiliated companies 65,878 47,876 5,757 38,922 31, , Current liabilities to companies linked by other participations Other current liabilities 400 9,499 2,704 29,917 8,968 51, Valuation difference on liabilities Negative valuation difference on derivative transactions G. ACCRUED EXPENSES AND DEFERRED INCOME 3,556 8,546 1,464 28,719 7,369 49, Deferred income 2, , , Accrued costs and expenses 1,383 8, ,634 5,618 21, Deferred other and extraordinary income ,582 1,745 19,686 TOTAL EQUITY AND LIABILITIES 566, ,814 62, , ,620 1,470,846 70

71 F APPENDICES Appendix A.4. a) 2011 year figures in HUF M Balance sheet items Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group Holding Centre Trading Division Item Description MVM Zrt. MVM Trade ZRt. MVM Trade Poland Sp.z.o.o. MVM Partner ZRt. MVM Partner Serbia d.o.o. MVM Partner d.o.o. D. SHAREHOLDERS' EQUITY 402,913 18, , I. ISSUED CAPITAL 200,316 15, , of which: repurchased own ownership shares II. ISSUED CAPITAL NOT PAID III. CAPITAL RESERVE 31, IV. RETAINED EARNINGS 138,745 3, , V. TIED-UP RESERVE VI. VALUATION RESERVE 4, Valuation reserve of value adjustment 4, Valuation reserve of real valuation VII. BALANCE SHEET PROFIT/(-)LOSS 27, VIII. CHANGE IN SHAREHOLDERS' EQUITY OF SUBSIDIARIES E. PROVISIONS 7,744 12, Provisions for expected liabilities 6,793 12, Provisions for future costs Other provisions F. LIABILITIES 152,191 33, , I. SUBORDINATED LIABILITIES Subordinated liabilities to affiliated companies Subordinated liabilities to companies linked by other participations Subordinated liabilities to other business enterprises II. LONG-TERM LIABILITIES 34, Long-term loans Convertible bonds Bonded debts Capital investment and development loans 30, Other long-term bank loans 4, Long-term liabilities to affiliated companies Long-term liabilities to companies linked by other participations Other long-term liabilities III. CURRENT LIABILITIES 117,929 33, , Short-term loans of which: convertible bonds Short-term bank loans 47, Advances received from customers Trade creditors 3,912 3, , Bills payable Current liabilities to affiliated companies 65,878 29, , Current liabilities to companies linked by other participations Other current liabilities , Valuation difference on liabilities Negative valuation difference on derivative transactions G. ACCRUED EXPENSES AND DEFERRED INCOME 3,556 1, , Deferred income 2, Accrued costs and expenses 1,383 1, , Deferred other and extraordinary income TOTAL EQUITY AND LIABILITIES 566,404 66, ,

72 F APPENDICES Appendix A.4. a) 2011 year figures in HUF M Balance sheet items Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group Trading Division Item Description MVM Partner Bucharest Srl MVM Partner Energija d.o.o. MVM Adwest GmbH HUPX Zrt. CEEGEX Zrt. HUPX Derivatív Zrt. Total D. SHAREHOLDERS' EQUITY 7 8 1, ,992 I. ISSUED CAPITAL ,386 of which: repurchased own ownership shares II. ISSUED CAPITAL NOT PAID III. CAPITAL RESERVE IV. RETAINED EARNINGS ,085 V. TIED-UP RESERVE VI. VALUATION RESERVE Valuation reserve of value adjustment Valuation reserve of real valuation VII. BALANCE SHEET PROFIT/(-)LOSS VIII. CHANGE IN SHAREHOLDERS' EQUITY OF SUBSIDIARIES E. PROVISIONS , Provisions for expected liabilities , Provisions for future costs Other provisions F. LIABILITIES 1 1 1, ,401 I. SUBORDINATED LIABILITIES Subordinated liabilities to affiliated companies Subordinated liabilities to companies linked by other participations Subordinated liabilities to other business enterprises II. LONG-TERM LIABILITIES Long-term loans Convertible bonds Bonded debts Capital investment and development loans Other long-term bank loans Long-term liabilities to affiliated companies Long-term liabilities to companies linked by other participations Other long-term liabilities III. CURRENT LIABILITIES 1 1 1, , Short-term loans of which: convertible bonds Short-term bank loans Advances received from customers Trade creditors , Bills payable Current liabilities to affiliated companies , Current liabilities to companies linked by other participations Other current liabilities , Valuation difference on liabilities Negative valuation difference on derivative transactions G. ACCRUED EXPENSES AND DEFERRED INCOME 0 0 5, , Deferred income Accrued costs and expenses 0 0 5, , Deferred other and extraordinary income TOTAL EQUITY AND LIABILITIES 8 9 7, ,814 72

73 F APPENDICES Appendix A.4. a) 2011 year figures in HUF M Balance sheet items Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group Services Division Item Description MVM OVIT ZRt. MVM ERBE Zrt. MVM VILLKESZ Kft. MVM Kontó ZRt. MVMI Zrt. ENERGO- MERKUR Kft. MVM Investment Ukrajna Kft. System Investment Ukrajna LV D. SHAREHOLDERS' EQUITY 9, , I. ISSUED CAPITAL 7, , of which: repurchased own ownership shares II. ISSUED CAPITAL NOT PAID III. CAPITAL RESERVE IV. RETAINED EARNINGS V. TIED-UP RESERVE VI. VALUATION RESERVE Valuation reserve of value adjustment Valuation reserve of real valuation VII. BALANCE SHEET PROFIT/(-)LOSS VIII. CHANGE IN SHAREHOLDERS' EQUITY OF SUBSIDIARIES E. PROVISIONS Provisions for expected liabilities Provisions for future costs Other provisions F. LIABILITIES 14,601 1,304 1, , I. SUBORDINATED LIABILITIES Subordinated liabilities to affiliated companies Subordinated liabilities to companies linked by other participations Subordinated liabilities to other business enterprises II. LONG-TERM LIABILITIES Long-term loans Convertible bonds Bonded debts Capital investment and development loans Other long-term bank loans Long-term liabilities to affiliated companies Long-term liabilities to companies linked by other participations Other long-term liabilities III. CURRENT LIABILITIES 14,601 1,304 1, , Short-term loans of which: convertible bonds Short-term bank loans Advances received from customers Trade creditors 10, , Bills payable Current liabilities to affiliated companies 2, , Current liabilities to companies linked by other participations Other current liabilities 1, Valuation difference on liabilities Negative valuation difference on derivative transactions G. ACCRUED EXPENSES AND DEFERRED INCOME Deferred income Accrued costs and expenses Deferred other and extraordinary income TOTAL EQUITY AND LIABILITIES 24,664 2,903 1, ,

74 F APPENDICES Appendix A.4. a) 2011 year figures in HUF M Balance sheet items Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group Services Division Item Description ER-EF Erőmű Kft. MVM Hotel Vértes Kft. MVM Hotel Panoráma Kft. Római Irodaház Kft. ATOMIX Kft. Bánhida Erőmű Kft. NIKER d.o.o. Total D. SHAREHOLDERS' EQUITY , ,071 23,841 I. ISSUED CAPITAL , ,716 of which: repurchased own ownership shares II. ISSUED CAPITAL NOT PAID III. CAPITAL RESERVE IV. RETAINED EARNINGS ,687 V. TIED-UP RESERVE ,318 VI. VALUATION RESERVE Valuation reserve of value adjustment Valuation reserve of real valuation VII. BALANCE SHEET PROFIT/(-)LOSS ,685 VIII. CHANGE IN SHAREHOLDERS' EQUITY OF SUBSIDIARIES E. PROVISIONS , Provisions for expected liabilities , Provisions for future costs Other provisions F. LIABILITIES , ,241 34,716 I. SUBORDINATED LIABILITIES Subordinated liabilities to affiliated companies Subordinated liabilities to companies linked by other participations Subordinated liabilities to other business enterprises II. LONG-TERM LIABILITIES , ,221 12, Long-term loans Convertible bonds Bonded debts Capital investment and development loans , , Other long-term bank loans Long-term liabilities to affiliated companies ,221 1, Long-term liabilities to companies linked by other participations Other long-term liabilities III. CURRENT LIABILITIES , Short-term loans of which: convertible bonds Short-term bank loans Advances received from customers Trade creditors , Bills payable Current liabilities to affiliated companies , Current liabilities to companies linked by other participations Other current liabilities , Valuation difference on liabilities Negative valuation difference on derivative transactions G. ACCRUED EXPENSES AND DEFERRED INCOME , Deferred income Accrued costs and expenses Deferred other and extraordinary income TOTAL EQUITY AND LIABILITIES ,363 1, ,308 74

75 F APPENDICES Appendix A.4. b) Item Balance sheet items Description 2011 year figures in HUF M Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group TSO MAVIR ZRt. MVM Paksi Atomerőmű Zrt. Vértesi Erőmű ZRt. Generation Division MVMT Zrt. MVM Hungarowind Kft. D. SHAREHOLDERS' EQUITY 277, ,603-1, , I. ISSUED CAPITAL 141, , , MVM GTER Zrt. of which: repurchased own ownership shares II. ISSUED CAPITAL NOT PAID III. CAPITAL RESERVE 0 2, IV. RETAINED EARNINGS , V. TIED-UP RESERVE VI. VALUATION RESERVE 135, Valuation reserve of value adjustment 135, Valuation reserve of real valuation VII. BALANCE SHEET PROFIT/(-)LOSS , VIII. CHANGE IN SHAREHOLDERS' EQUITY OF SUBSIDIARIES E. PROVISIONS 1,097 24,800 8, Provisions for expected liabilities ,226 8, Provisions for future costs , Other provisions F. LIABILITIES 119,022 44,831 17, ,469 1,363 I. SUBORDINATED LIABILITIES Subordinated liabilities to affiliated companies Subordinated liabilities to companies linked by other participations Subordinated liabilities to other business enterprises II. LONG-TERM LIABILITIES 38, , , Long-term loans Convertible bonds Bonded debts Capital investment and development loans Other long-term bank loans Long-term liabilities to affiliated companies 38, , , Long-term liabilities to companies linked by other participations Other long-term liabilities III. CURRENT LIABILITIES 80,412 44,831 3, , Short-term loans of which: convertible bonds Short-term bank loans 7, Advances received from customers Trade creditors 4,119 9,647 1, Bills payable Current liabilities to affiliated companies 38,922 27, Current liabilities to companies linked by other participations Other current liabilities 29,917 7, Valuation difference on liabilities Negative valuation difference on derivative transactions G. ACCRUED EXPENSES AND DEFERRED INCOME 28, , Deferred income 5, Accrued costs and expenses 5, Deferred other and extraordinary income 17, , TOTAL EQUITY AND LIABILITIES

76 F APPENDICES Appendix A.4. b) Item Balance sheet items Description 2011 year figures in HUF M Balance sheets prepared for consolidation of the parent company and subsidiaries fully integrated into the Group MVM MIFŰ Kft. MVM Észak-Budai Fűtőerőmű Kft. Generation Division Kárpát Energo Zrt. MVM BVMT Zrt. D. SHAREHOLDERS' EQUITY 7,267 2,534-13,350 1, ,329 I. ISSUED CAPITAL 5,092 3,852 12,281 4, ,772 of which: repurchased own ownership shares II. ISSUED CAPITAL NOT PAID III. CAPITAL RESERVE ,472 IV. RETAINED EARNINGS 2, , ,517 V. TIED-UP RESERVE VI. VALUATION RESERVE Valuation reserve of value adjustment Valuation reserve of real valuation VII. BALANCE SHEET PROFIT/(-)LOSS ,256-3,079-2,406 3,200 VIII. CHANGE IN SHAREHOLDERS' EQUITY OF SUBSIDIARIES E. PROVISIONS , , Provisions for expected liabilities , , Provisions for future costs , Other provisions F. LIABILITIES 9,486 9,707 13,464 18, ,155 I. SUBORDINATED LIABILITIES Subordinated liabilities to affiliated companies Subordinated liabilities to companies linked by other participations Total Subordinated liabilities to other business enterprises II. LONG-TERM LIABILITIES 6,556 7,861 12,680 16,516 61, Long-term loans Convertible bonds Bonded debts Capital investment and development loans 6,556 7, ,516 30, Other long-term bank loans Long-term liabilities to affiliated companies , , Long-term liabilities to companies linked by other participations Other long-term liabilities III. CURRENT LIABILITIES 2,930 1, ,816 57, Short-term loans of which: convertible bonds Short-term bank loans 1, , Advances received from customers Trade creditors 1, , Bills payable Current liabilities to affiliated companies , Current liabilities to companies linked by other participations Other current liabilities , Valuation difference on liabilities Negative valuation difference on derivative transactions G. ACCRUED EXPENSES AND DEFERRED INCOME 447 2, , Deferred income Accrued costs and expenses 88 2, , Deferred other and extraordinary income ,745 TOTAL EQUITY AND LIABILITIES 17,220 14,683 8,380 20, ,620 76

77 F APPENDICES Appendix A.5: Cumulative Profit and Loss Account of the MVM Group Item Profit and loss account items Description 2011 year Profit and loss accounts prepared for consolidation of the parent company and subsidiaries fully integrated into the Group, aggregated by division Holding Centre Trading Division Services Division TSO Generation Division figures in HUF M Total 01. Net domestic sales 12, ,760 69, , , , Net export sales ,833 4,377 1, ,044 I. NET SALES 12, ,593 73, , , , Change in inventories of own production ,375 2, Own work capitalised ,258 2,466 II. OWN PERFORMANCE CAPITALISED ,633 5,374 III. OTHER INCOME 2,806 7, ,524 32,499 of which: reversed loss in value Cost of raw materials and consumables ,569 5,703 47,355 63, Services used 8,286 4,116 12,505 11,184 46,901 82, Other services ,844 3, Cost of goods sold ,575 8,607 25,352 1, , Cost of services sold (intermediated) 750 4,430 14,562 46, ,147 IV. MATERIAL-TYPE EXPENSES 9, ,473 46,519 88,801 99, , Wages and salaries 2,059 1,510 12,781 4,411 23,911 44, Employee benefits ,214 1,544 8,023 13, Contributions on wages and salaries ,991 1,475 10,070 16,762 V. STAFF COSTS 3,445 2,403 19,986 7,430 42,004 75,268 VI. DEPRECIATION CHARGE 2, ,724 19,072 28,750 54,639 VII. OTHER OPERATING EXPENSES 2,748 9,734 3,594 2,074 53,762 71,912 of which: loss in value , ,734 5,957 A. TRADING PROFIT/(-)LOSS -3,236 15, ,228 27,570 54, Dividends and profit sharing received (due) 45, ,646 of which: from affiliated companies 43, , Transaction exchange gains on the sale of participating interests of which: from affiliated companies Interest and transaction exchange gains on financial assets 2, ,425 of which: from affiliated companies 2, , Other interest and interest-type income received 4,214 1, ,249 of which: from affiliated companies 1,445 1, , Other income from financial transactions 1,455 2, ,201 of which: valuation difference VIII. INCOME FROM FINANCIAL TRANSACTIONS 53,773 4, ,966 60, Transaction exchange loss on financial assets of which: to affiliated companies Interest and interest-type expenses payable 4, ,116 3,705 10,638 of which: to affiliated companies 2, ,116 1,786 6, Loss in value of participating interests, securities and bank deposits 5, , Other expenses on financial transactions 2,970 1, ,308 4,240 14,932 of which: valuation difference IX. EXPENSES ON FINANCIAL TRANSACTIONS 13,102 2,479 1,336 6,424 8,372 31,713 B. PROFIT/(-)LOSS ON FINANCIAL TRANSACTIONS 40,671 1, ,160-6,406 28,875 C. PROFIT/(-)LOSS ON ORDINARY ACTIVITIES 37,435 17, ,068 21,164 82,978 X. EXTRAORDINARY INCOME ,121 13,448 XI. EXTRAORDINARY EXPENSES D. EXTRAORDINARY PROFIT/(-)LOSS ,765 12,668 E. PROFIT/(-)LOSS BEFORE TAX 37,404 17, ,000 33,929 95,646 XII. TAX LIABILITY 0 3, ,662 9,891 15,468 F. PROFIT/(-)LOSS AFTER TAX 37,404 13, ,338 24,038 80, Use of profit and loss reserve for dividends Dividends and profit-sharing paid (approved) 10,016 13,800 1,419 5,008 20,843 51,086 G. BALANCE SHEET PROFIT/(-)LOSS 27, , ,199 29,099 77

78 F APPENDICES Appendix A.5. a) Profit and loss account item 2011 year figures in HUF M Profit and loss accounts prepared for consolidation of the parent company and subsidiaries fully integrated into the Group, aggregated by division Item Description Holding Centre MVM Zrt. MVM Trade ZRt. MVM Trade Poland Sp.z.o.o. Trading Division MVM Partner ZRt. 01. Net domestic sales 12, , ,158 MVM Partner Serbia d.o.o. 02. Net export sales ,238 32, I. NET SALES 12, , , Change in inventories of own production Own work capitalised II. OWN PERFORMANCE CAPITALISED III. OTHER INCOME 2,806 5,240 2, of which: reversed loss in value Cost of raw materials and consumables Services used 8,286 1,006 2, Other services Cost of goods sold , , Cost of services sold (intermediated) ,293 IV. MATERIAL-TYPE EXPENSES 9, , , Wages and salaries 2, Employee benefits Contributions on wages and salaries V. STAFF COSTS 3,445 1, VI. DEPRECIATION CHARGE 2, VII. OTHER OPERATING EXPENSES 2,748 4,348 5,280 of which: loss in value A. TRADING PROFIT/(-)LOSS -3,236 14, , Dividends and profit sharing received (due) 45, of which: from affiliated companies 43, Transaction exchange gains on the sale of participating interests 61 of which: from affiliated companies Interest and transaction exchange gains on financial assets 2,413 of which: from affiliated companies 2, Other interest and interest-type income received 4,214 1, of which: from affiliated companies 1,445 1, Other income from financial transactions 1, ,512 9 of which: valuation difference VIII. INCOME FROM FINANCIAL TRANSACTIONS 53,773 2, , MVM Partner d.o.o. 18. Transaction exchange loss on financial assets of which: to affiliated companies 19. Interest and interest-type expenses payable 4, of which: to affiliated companies 2, Loss in value of participating interests, securities and bank deposits 5, Other expenses on financial transactions 2, , of which: valuation difference IX. EXPENSES ON FINANCIAL TRANSACTIONS 13, , B. PROFIT/(-)LOSS ON FINANCIAL TRANSACTIONS 40,671 2, C. PROFIT/(-)LOSS ON ORDINARY ACTIVITIES 37,435 16, X. EXTRAORDINARY INCOME 2 XI. EXTRAORDINARY EXPENSES D. EXTRAORDINARY PROFIT/(-)LOSS E. PROFIT/(-)LOSS BEFORE TAX 37,404 16, XII. TAX LIABILITY 3, F. PROFIT/(-)LOSS AFTER TAX 37,404 13, Use of profit and loss reserve for dividends 23. Dividends and profit-sharing paid (approved) 10,016 13, G. BALANCE SHEET PROFIT/(-)LOSS 27,

79 F APPENDICES Appendix A.5. a) Profit and loss account item 2011 year figures in HUF M Profit and loss accounts prepared for consolidation of the parent company and subsidiaries fully integrated into the Group, aggregated by division Item Description MVM Partner Bucharest Srl MVM Partner Energija d.o.o. MVM Adwest GmbH Trading Division HUPX Zrt. CEEGEX Zrt. HUPX Derivatív Zrt. 01. Net domestic sales , Net export sales 36, ,833 I. NET SALES , , Change in inventories of own production Own work capitalised 0 II. OWN PERFORMANCE CAPITALISED III. OTHER INCOME ,917 of which: reversed loss in value Cost of raw materials and consumables Services used , Other services Cost of goods sold 35, , Cost of services sold (intermediated) 4,430 IV. MATERIAL-TYPE EXPENSES , , Wages and salaries , Employee benefits Contributions on wages and salaries V. STAFF COSTS ,403 VI. DEPRECIATION CHARGE VII. OTHER OPERATING EXPENSES ,734 of which: loss in value 1 47 A. TRADING PROFIT/(-)LOSS , Dividends and profit sharing received (due) 16 of which: from affiliated companies Transaction exchange gains on the sale of participating interests 0 of which: from affiliated companies Interest and transaction exchange gains on financial assets 0 of which: from affiliated companies Other interest and interest-type income received ,852 of which: from affiliated companies 1 1, Other income from financial transactions 29 2,275 of which: valuation difference 0 VIII. INCOME FROM FINANCIAL TRANSACTIONS , Transaction exchange loss on financial assets 0 of which: to affiliated companies Interest and interest-type expenses payable of which: to affiliated companies Loss in value of participating interests, securities and bank deposits Other expenses on financial transactions ,878 of which: valuation difference 0 IX. EXPENSES ON FINANCIAL TRANSACTIONS ,479 B. PROFIT/(-)LOSS ON FINANCIAL TRANSACTIONS ,664 C. PROFIT/(-)LOSS ON ORDINARY ACTIVITIES ,397 X. EXTRAORDINARY INCOME XI. EXTRAORDINARY EXPENSES 61 D. EXTRAORDINARY PROFIT/(-)LOSS E. PROFIT/(-)LOSS BEFORE TAX ,401 XII. TAX LIABILITY ,735 F. PROFIT/(-)LOSS AFTER TAX , Use of profit and loss reserve for dividends Dividends and profit-sharing paid (approved) 87 13,800 G. BALANCE SHEET PROFIT/(-)LOSS Total

80 F APPENDICES Appendix A.5. a) Profit and loss account item 2011 year figures in HUF M Profit and loss accounts prepared for consolidation of the parent company and subsidiaries fully integrated into the Group, aggregated by division Services Division Item Description MVM OVIT ZRt. MVM ERBE Zrt. MVM VILLKESZ Kft. MVM Kontó ZRt. MVMI Zrt. ENERGO- MERKUR Kft. MVM Investment Ukrajna Kft. System Investment Ukrajna LV 01. Net domestic sales 43,523 7,599 1,098 1,581 7, Net export sales 4, I. NET SALES 47,864 7,621 1,098 1,581 7, Change in inventories of own production Own work capitalised II. OWN PERFORMANCE CAPITALISED III. OTHER INCOME of which: reversed loss in value Cost of raw materials and consumables 9, Services used 5,812 2, , Other services Cost of goods sold 5,806 2, Cost of services sold (intermediated) 13, IV. MATERIAL-TYPE EXPENSES 34,890 5, , Wages and salaries 6,713 1, Employee benefits 2, Contributions on wages and salaries 2, V. STAFF COSTS 10,803 2, , VI. DEPRECIATION CHARGE ,462 2 VII. OTHER OPERATING EXPENSES of which: loss in value A. TRADING PROFIT/(-)LOSS 1, Dividends and profit sharing received (due) of which: from affiliated companies 14. Transaction exchange gains on the sale of participating interests of which: from affiliated companies 15. Interest and transaction exchange gains on financial assets of which: from affiliated companies 16. Other interest and interest-type income received of which: from affiliated companies Other income from financial transactions of which: valuation difference VIII. INCOME FROM FINANCIAL TRANSACTIONS Transaction exchange loss on financial assets of which: to affiliated companies 19. Interest and interest-type expenses payable of which: to affiliated companies Loss in value of participating interests, securities and bank deposits 21. Other expenses on financial transactions of which: valuation difference IX. EXPENSES ON FINANCIAL TRANSACTIONS B. PROFIT/(-)LOSS ON FINANCIAL TRANSACTIONS C. PROFIT/(-)LOSS ON ORDINARY ACTIVITIES 1, X. EXTRAORDINARY INCOME 15 1 XI. EXTRAORDINARY EXPENSES D. EXTRAORDINARY PROFIT/(-)LOSS E. PROFIT/(-)LOSS BEFORE TAX 1, XII. TAX LIABILITY F. PROFIT/(-)LOSS AFTER TAX 1, Use of profit and loss reserve for dividends Dividends and profit-sharing paid (approved) 1, G. BALANCE SHEET PROFIT/(-)LOSS

81 F APPENDICES Appendix A.5. a) Profit and loss account item 2011 year figures in HUF M Profit and loss accounts prepared for consolidation of the parent company and subsidiaries fully integrated into the Group, aggregated by division Services Division Item Description ER-EF Erőmű Kft. MVM Hotel Vértes Kft. MVM Hotel Panoráma Kft. Római Irodaház Kft. ATOMIX Kft. Bánhida Erőmű Kft. NIKER d.o.o. Total 01. Net domestic sales ,862 4, , Net export sales 4,377 I. NET SALES ,862 4, , Change in inventories of own production Own work capitalised II. OWN PERFORMANCE CAPITALISED III. OTHER INCOME of which: reversed loss in value Cost of raw materials and consumables , Services used , Other services Cost of goods sold , Cost of services sold (intermediated) ,562 IV. MATERIAL-TYPE EXPENSES , , Wages and salaries , , Employee benefits , Contributions on wages and salaries ,991 V. STAFF COSTS , ,986 VI. DEPRECIATION CHARGE ,724 VII. OTHER OPERATING EXPENSES ,594 of which: loss in value ,302 A. TRADING PROFIT/(-)LOSS Dividends and profit sharing received (due) 0 of which: from affiliated companies Transaction exchange gains on the sale of participating interests 0 of which: from affiliated companies Interest and transaction exchange gains on financial assets 0 of which: from affiliated companies Other interest and interest-type income received of which: from affiliated companies Other income from financial transactions of which: valuation difference 0 VIII. INCOME FROM FINANCIAL TRANSACTIONS Transaction exchange loss on financial assets 0 of which: to affiliated companies Interest and interest-type expenses payable of which: to affiliated companies Loss in value of participating interests, securities and bank deposits Other expenses on financial transactions of which: valuation difference 0 IX. EXPENSES ON FINANCIAL TRANSACTIONS ,336 B. PROFIT/(-)LOSS ON FINANCIAL TRANSACTIONS C. PROFIT/(-)LOSS ON ORDINARY ACTIVITIES X. EXTRAORDINARY INCOME XI. EXTRAORDINARY EXPENSES D. EXTRAORDINARY PROFIT/(-)LOSS E. PROFIT/(-)LOSS BEFORE TAX XII. TAX LIABILITY F. PROFIT/(-)LOSS AFTER TAX Use of profit and loss reserve for dividends Dividends and profit-sharing paid (approved) 1,419 G. BALANCE SHEET PROFIT/(-)LOSS ,684 81

82 F APPENDICES Appendix A.5. b) Item Description 2011 year figures in HUF M Profit and loss accounts prepared for consolidation of the parent company and subsidiaries fully integrated into the Group, aggregated by division TSO MAVIR ZRt. MVM Paksi Atomerőmű Zrt. Vértesi Erőmű ZRt. Generation Division MVMT Zrt. MVM Hungarowind Kft. MVM GTER Zrt. 01. Net domestic sales 128, ,602 20, ,259 9, Net export sales 1, I. NET SALES 130, ,616 20, ,259 9, Change in inventories of own production 2, Own work capitalised 3 1, II. OWN PERFORMANCE CAPITALISED 3 1,019 3, III. OTHER INCOME ,582 7, of which: reversed loss in value 05. Cost of raw materials and consumables 5,703 24,684 7, , Services used 11,184 35,146 2, , Other services 416 2, Cost of goods sold 25, , Cost of services sold (intermediated) 46, IV. MATERIAL-TYPE EXPENSES 88,801 62,695 11, , Wages and salaries 4,411 17,863 4, Employee benefits 1,544 5,866 1, Contributions on wages and salaries 1,475 7,654 2, V. STAFF COSTS 7,430 31,383 8, ,360 VI. DEPRECIATION CHARGE 19,072 21,754 4, VII. OTHER OPERATING EXPENSES 2,074 40,945 8, of which: loss in value ,643 9 A. TRADING PROFIT/(-)LOSS 13,228 29,440-1, Dividends and profit sharing received (due) of which: from affiliated companies 14. Transaction exchange gains on the sale of participating interests 5 1 of which: from affiliated companies 15. Interest and transaction exchange gains on financial assets 12 of which: from affiliated companies 16. Other interest and interest-type income received of which: from affiliated companies Other income from financial transactions of which: valuation difference VIII. INCOME FROM FINANCIAL TRANSACTIONS 264 1, Transaction exchange loss on financial assets of which: to affiliated companies 19. Interest and interest-type expenses payable 1, of which: to affiliated companies 1, Loss in value of participating interests, securities and bank deposits Other expenses on financial transactions 5, of which: valuation difference IX. EXPENSES ON FINANCIAL TRANSACTIONS 6, , B. PROFIT/(-)LOSS ON FINANCIAL TRANSACTIONS -6, C. PROFIT/(-)LOSS ON ORDINARY ACTIVITIES 7,068 30,422-2, X. EXTRAORDINARY INCOME ,011 XI. EXTRAORDINARY EXPENSES D. EXTRAORDINARY PROFIT/(-)LOSS , E. PROFIT/(-)LOSS BEFORE TAX 7,000 30,083 10, XII. TAX LIABILITY 1,662 9, F. PROFIT/(-)LOSS AFTER TAX 5,338 20,751 10, Use of profit and loss reserve for dividends Dividends and profit-sharing paid (approved) 5,008 20, G. BALANCE SHEET PROFIT/(-)LOSS ,

83 F APPENDICES Appendix A.5. b) Item Description 2011 year figures in HUF M Profit and loss accounts prepared for consolidation of the parent company and subsidiaries fully integrated into the Group, aggregated by division MVM MIFŰ Kft. MVM Észak-Budai Fűtőerőmű Kft. Generation Division Kárpát Energo Zrt. MVM BVMT Zrt. 01. Net domestic sales 9,658 7,788 2, , Net export sales I. NET SALES 9,658 7, , , Change in inventories of own production 2, Own work capitalised 276 2,258 II. OWN PERFORMANCE CAPITALISED ,633 III. OTHER INCOME 1, ,524 of which: reversed loss in value Cost of raw materials and consumables 7,354 6, , Services used , Other services , Cost of goods sold , Cost of services sold (intermediated) IV. MATERIAL-TYPE EXPENSES 8,247 7, ,086 99, Wages and salaries , Employee benefits , Contributions on wages and salaries ,070 V. STAFF COSTS ,004 VI. DEPRECIATION CHARGE 1, ,750 VII. OTHER OPERATING EXPENSES 1, , ,762 of which: loss in value ,734 A. TRADING PROFIT/(-)LOSS , , Dividends and profit sharing received (due) 0 of which: from affiliated companies Transaction exchange gains on the sale of participating interests 6 of which: from affiliated companies Interest and transaction exchange gains on financial assets 12 of which: from affiliated companies Other interest and interest-type income received of which: from affiliated companies Other income from financial transactions of which: valuation difference 0 VIII. INCOME FROM FINANCIAL TRANSACTIONS , Transaction exchange loss on financial assets 0 of which: to affiliated companies Interest and interest-type expenses payable ,705 of which: to affiliated companies , Loss in value of participating interests, securities and bank deposits Other expenses on financial transactions ,168 2,690 4,240 of which: valuation difference 0 IX. EXPENSES ON FINANCIAL TRANSACTIONS ,562 3,424 8,372 B. PROFIT/(-)LOSS ON FINANCIAL TRANSACTIONS ,562-3,395-6,406 C. PROFIT/(-)LOSS ON ORDINARY ACTIVITIES ,256-3,182-2,440 21,164 X. EXTRAORDINARY INCOME ,121 XI. EXTRAORDINARY EXPENSES D. EXTRAORDINARY PROFIT/(-)LOSS ,765 E. PROFIT/(-)LOSS BEFORE TAX ,256-3,078-2,440 33,929 XII. TAX LIABILITY ,891 F. PROFIT/(-)LOSS AFTER TAX ,256-3,079-2,406 24, Use of profit and loss reserve for dividends Dividends and profit-sharing paid (approved) 20,843 G. BALANCE SHEET PROFIT/(-)LOSS ,256-3,079-2,406 3,199 Total 83

84 F APPENDICES Appendix A.6. a): Calculation of the Consolidated Balance Sheet of the MVM Group (Assets) 2011 year figures in HUF M Item Balance sheet items Description Figures from preliminary balance sheet Difference from group-level balance change Group-level preliminary balance sheet Capital consolidation Debt consolidation Income/ expense consolidation Intragroup profit/ (-)loss consolidation Total modification Consolidated figure A FIXED ASSETS 1,020, ,020, ,889-70,755 23,763-4, , ,397 I. INTANGIBLE ASSETS 12, , , Capitalised value of foundation and reorganisation Capitalised value of research and development Rights of pecuniary value 4, , , Intellectual property 7, , , Goodwill Advances on intangible assets Value adjustment of intangible assets II. TANGIBLE ASSETS 590, ,970-11, ,813-15, , Lands, buildings and related rights of pecuniary value 237, , ,283-82, , Technical equipment, machinery and vehicles 178, , ,529-15, , Other equipment, fixtures, fittings and vehicles 6, , , Breeding animals Assets in course of construction and refurbishment 21, ,725-8, ,273-2,976 18, Advances on construction 5, ,672-2, ,044-3,918 1, Value adjustment of tangible assets 140, , ,960 89, ,416 III. FINANCIAL ASSETS 417, , ,483-70,706 23, ,426 75, Long-term participating interests in affiliated companies 338, , , ,300 38, Long-term loans to affiliated companies 46, , ,706 23, , Other long-term participating interests 30, , , Long-term loans to companies linked by other participations Other long-term loans Long-term debt securities Value adjustment of financial assets Valuation difference on financial assets Goodwill on consolidation , ,816 5,816 9/a From subsidiaries , ,816 5,816 9/b From associated companies B CURRENT ASSETS 433,033-9, , ,405 1,272 1, , ,344 I. INVENTORIES 99, , ,025-4,033 95, Raw materials and consumables 85, , ,025-4,033 81, Work in progress 6, , , Young animals, fatstocks and other animals Finished products Goods 6, , , Advances on goods 1, , ,330 II. RECEIVABLES 280,471-9, , ,405 1,280 5, , , Trade debtors 59, , , Receivables from affiliated companies 182, , ,423 1, ,742 8, Receivables from companies linked by other participations 9, , , Bills receivable Other receivables 28,255-9,552 18, , Valuation difference on receivables Positive valuation difference on derivative transactions Corporate tax claim arising from consolidation ,620 5,621 5,621 III. SECURITIES Participating interests in affiliated companies Other participating interests Own shares and partnership shares Debt securities held for trading Valuation difference on securities IV. IV. LIQUID ASSETS 52, , , Cash, cheques Bank deposits 52, , ,919 C. PREPAID EXPENSES AND ACCRUED INCOME 17, , ,371-1, ,507 11, Accrued income 11, , , ,147 7, Prepaid costs and expenses 4, , , Deferred expenses 1, , , ,136 0 TOTAL ASSETS 1,470,846-9,552 1,461, , ,531 23,899-2, , ,524 84

85 F APPENDICES Appendix A.6. b): Item Balance sheet items Description Calculation of the Consolidated Balance Sheet of the MVM Group (Equity and Liabilities) Figures from preliminary balance sheet Difference from group-level balance change 2011 year Group-level preliminary balance sheet Capital consolidation Debt consolidation Income/ expense consolidation Intragroup profit/ (-)loss consolidation Total modification figures in HUF M Consolidated figure D. SHAREHOLDERS' EQUITY 857, , ,564, 299, 24,707, -2,650, -294,208, 563,729 I. ISSUED CAPITAL 540, , ,177, 0, 0, 0, -340,177, 200,316 of which: repurchased own ownership shares , 0, 0, 0, 0, 166 II. ISSUED CAPITAL NOT PAID , 0, 0, 0, 1, 0 III. CAPITAL RESERVE 35, ,222-3,965, 0, 0, 0, -3,965, 31,257 IV. RETAINED EARNINGS 110, ,105 8,060, 219, 19,086, 1,009, 28,374, 138,479 V. TIED-UP RESERVE 2, ,025-1,650, 0, 0, 0, -1,650, 375 VI. VALUATION RESERVE 140, ,664 0, 0, 0, 89,991, 89,991, 230, Valuation reserve of value adjustment 140, ,664 0, 0, 0, 89,991, 89,991, 230, Valuation reserve of real valuation , 0, 0, 0, 0, 0 VII. BALANCE SHEET PROFIT/(-)LOSS 29, ,097 4,395, 90, -988, 4,869, 8,366, 37, Balance sheet profit 29, ,097 4,395, 90, 0, 4,869, 9,354, 38, Balance sheet loss , 0, -988, 0, -988, -988 VIII. CHANGE IN SHAREHOLDERS' EQUITY OF SUBSIDIARIES ,907, 0, 0, -9,297, -50,204, -49,872 IX. CHANGES DUE TO CONSOLIDATION ,645, -10, 6,609, -89,188, -24,944, -24, From the balance of debt consolidation , 0, 0, 0, 0, 0 2. From the balance of interim profit/(-)loss ,408, -9, 6,609, -94,859, -42,851, -42, Depreciation of goodwill on consolidation ,017, 0, 0, 0, -7,017, -7, Change in value of participating interests in associated companies ,289, 0, 0, 0, 19,289, 19, Latent tax , -1, 0, 5,671, 5,635, 5,635 X. PARTICIPATING INTERESTS HELD BY OUTSIDE OWNERS , 0, 0, -34, 0, 0 E. PROVISIONS 64, ,770 0, -296, -574, 0, -870, 63, Provisions for expected liabilities 48, ,495 0, -296, -35, 0, -331, 48, Provisions for future costs 15, ,735 0, 0, 0, 0, 0, 15, Other provisions , 0, -539, 0, -539, 1 F. LIABILITIES 498,485-9, ,933 10,076, -244,579, 0, 0, -234,503, 254,430 I. SUBORDINATED LIABILITIES ,076, 0, 0, 0, 10,076, 10, Subordinated liabilities to affiliated companies , 0, 0, 0, 0, 0 2. Subordinated liabilities to companies linked by other participations , 0, 0, 0, 0, 0 3. Subordinated liabilities to other business enterprises , 0, 0, 0, 0, 0 4. Negative goodwill on consolidation ,076, 0, 0, 0, 10,076, 10,076 II. LONG-TERM LIABILITIES 146, ,732 0, -70,706, 0, 0, -70,706, 76, Long-term loans , 0, 0, 0, 0, 0 2. Convertible bonds , 0, 0, 0, 0, 0 3. Bonded debts , 0, 0, 0, 0, 0 4. Capital investment and development loans 72, ,010 0, 0, 0, 0, 0, 72, Other long-term bank loans 4, ,015 0, 0, 0, 0, 0, 4, Long-term liabilities to affiliated companies 70, ,706 0, -70,706, 0, 0, -70,706, 0 7. Long-term liabilities to companies linked by other participations , 0, 0, 0, 0, 0 8. Other long-term liabilities , 0, 0, 0, 0, 1 9. Corporate tax liabilities arising from consolidation , 0, 0, 0, 0, 0 III. CURRENT LIABILITIES 351,753-9, ,201 0, -173,873, 0, 0, -173,873, 168, Short-term loans , 0, 0, 0, 0, 0 of which: convertible bonds , 0, 0, 0, 0, 0 2. Short-term bank loans 58, ,169 0, 0, 0, 0, 0, 58, Advances received from customers 1, ,111 0, 0, 0, 0, 0, 1, Trade creditors 51, ,202 0, -13, 0, 0, -13, 51, Bills payable , 0, 0, 0, 0, 0 6. Current liabilities to affiliated companies 189, ,603 0, -173,876, 0, 0, -173,876, 15, Current liabilities to companies linked by other participations , 0, 0, 0, 0, Other current liabilities 51,488-9,552 41,936 0, 16, 0, 0, 16, 41, Valuation difference on liabilities , 0, 0, 0, 0, Negative valuation difference on derivative transactions , 0, 0, 0, 0, 0 G. ACCRUED EXPENSES AND DEFERRED INCOME 49, ,654 0, -5,955, -234, 0, -6,189, 43, Deferred income 7, ,998 0, -220, 0, 0, -220, 7, Accrued costs and expenses 21, ,970 0, -5,735, 0, 0, -5,735, 16, Deferred other and extraordinary income 19, ,686 0, 0, -234, 0, -234, 19,452 TOTAL EQUITY AND LIABILITIES 1,470,846-9,552 1,461, , ,531 23,899-2, , ,524 85

86 F APPENDICES Appendix A.6. c): Calculation of the Consolidated Profit and Loss Account of the MVM Group 2011 year figures in HUF M Item Profit and loss account items Description Figures from preliminary profit and loss account Capital consolidation Debt consolidation Income/ expense consolidation Intragroup profit/ (-)loss consolidation Total modification Consolidated figure 01. Net domestic sales 789, ,903-31, , , Net export sales 184,044-6,187-6, ,857 I. NET SALES 973, ,090-31, , , Change in inventories of own production 2, , Own work capitalised 2,466 25,793 25,793 28,259 II. OWN PERFORMANCE CAPITALISED 5, ,793 25,793 31,167 III. OTHER INCOME 32, ,054-8,373 24,126 of which: reversed loss in value Cost of raw materials and consumables 63,892-4,536-4,536 59, Services consumed 82,992-40,922-40,922 42, Other services 3, , Cost of goods sold 538, , , , Cost of services sold (intermediated) 66,147-17, ,196 47,951 IV. MATERIAL-TYPE COSTS 755, , , , Wages and salaries 44, , Employee benefits 13, , Contributions on wages and salaries 16, ,762 V. STAFF COSTS 75, ,010 VI. DEPRECIATION CHARGE 54,639-9,024-9,024 45,615 VII. OTHER OPERATING EXPENSES 71, ,284-8,745-10,250 61,662 of which: loss in value 5, ,069 A. TRADING PROFIT/(-)LOSS 54, ,172 5,048 6,233 60, Dividends and profit-sharing received (due) 45, ,066-40,887 4,759 of which: from affiliated companies 43, ,066-40,887 2, Transaction exchange gains on the sale of participating interests of which: from affiliated companies Interest and transaction exchange gains on financial assets 2,425-2,410-2, of which: from affiliated companies 2,412-2,410-2, Other interest and interest-type income received (due) 7,249-4,087-4,087 3,162 of which: from affiliated companies 4,090-4,087-4, Other income from financial transactions 5,201 2,385 2,385 7,586 of which: valuation difference 0 2,405 2,405 2,405 VIII. INCOME FROM FINANCIAL TRANSACTIONS 60,588 2, , ,055 15, Transaction exchange loss on financial assets of which: to affiliated companies Interest and interest-type expenses payable 10,638-6, ,389 4,249 of which: to affiliated companies 6,389-6, , Loss in value of participating interests, securities and bank deposits 6,143-1,477-1,477 4, Other expenses on financial transactions 14,932 1,107 1, ,299 17,231 of which: valuation difference 0 1,100 1,100 1,100 IX. EXPENSES ON FINANCIAL TRANSACTIONS 31, , ,567 26,146 B. PROFIT/(-)LOSS ON FINANCIAL TRANSACTIONS 28,875 2, , ,488-10,613 C. PROFIT/(-)LOSS ON ORDINARY ACTIVITIES 82,978 2, ,031 4,885-33,255 49,723 X. EXTRAORDINARY INCOME 13,448-1,027-1,027 12,421 XI. EXTRAORDINARY EXPENSES D. EXTRAORDINARY PROFIT/(-)LOSS 12, , ,024 11,644 E. PROFIT/(-)LOSS BEFORE TAX 95,646 2, ,055 4,885-34,279 61,367 XII. TAX LIABILITY 15, ,468 XII/A. Difference in corporate tax due to consolidation F. PROFIT/(-)LOSS AFTER TAX 80,178 2, ,055 4,870-34,294 45, Use of profit and loss reserve for dividends and profit-sharing Dividends and profit-sharing paid (approved) 51,086-41,066-41,066 10, Participating interests held by minority shareholders/owners -1,599-1,599-1,599 G. BALANCE SHEET PROFIT/(-)LOSS 29,099 4, ,870 8,364 37,463 86

87 F APPENDICES Appendix B.1.: Development of the Portfolio of Intangible Assets year GROSS VALUE Description Capitalised value of foundation and reorganisation Capitalised value of uncompleted experimental development Capitalised value of completed experimental development Capitalised value of research and development Opening portfolio Increase Changes in current year Decrease Purchases Reclassification Other Total Sales Reclassification Scrapping Other Total figures in HUF M Closing portfolio 1, , Change, % Rights of pecuniary value 16,610 1, , , Value adjustment of rights of pecuniary value Intellectual property 25,851 1, , , Value adjustment of intellectual property Goodwill Advances on intangible assets TOTAL GROSS VALUE 44,094 3, , , DEPRECIATION figures in HUF M Changes in current year Description Opening portfolio Scheduled depreciation Increase Reclassification Unscheduled write-off Decrease Total Sales Reclassification Scrapping Other Total Closing portfolio Change, % Capitalised value of foundation and reorganisation Capitalised value of uncompleted experimental development Capitalised value of completed experimental development Capitalised value of research and development 1, , Rights of pecuniary value 12,281 1, , , Intellectual property 17,054 3, , , Goodwill Advances on intangible assets TOTAL DEPRECIATION 30,579 4, , , NET VALUE TOTAL INTANGIBLE ASSETS 13, ,

88 F APPENDICES Appendix B.2.: Development of the Portfolio of Tangible Assets year GROSS VALUE figures in HUF M Changes in current year Description Opening portfolio Increase Capitalization Reclassification Other Total Sale Reclassification* Decrease Scrapping Other Total Closing portfolio Change, % Lands, buildings and related rights of pecuniary value 261,037 20, , , , , Value adjustment of lands, buildings and related rights of pecuniary value 144, ,177 4, , Technical equipment, machinery and vehicles 426,115 41, ,023 1, , , , Value adjustment of technical equipment, machinery and vehicles 79, ,979 1, , Other equipment, fixtures, fittings and vehicles 23,665 2, , , Value adjustment of other equipment, fixtures, fittings and vehicles TOTAL GROSS VALUE 935,109 64, ,197 71,222 1,337 1,288 2, ,570 1,000, DEPRECIATION figures in HUF M Changes in current year Description Opening portfolio Scheduled depreciation** Increase Unscheduled write-off Total Sale Reclassification Reclassification Decrease Scrapping Other Total Closing portfolio Change, % Lands, buildings and related rights of pecuniary value 114,410 10, , , Technical equipment, machinery and vehicles 276,277 28, , , , , Other equipment, fixtures, fittings and vehicles 17,188 2, , , TOTAL DEPRECIATION 407,875 40, ,691 1, , , , ASSETS IN COURSE OF CONSTRUCTION figures in HUF M Changes in current year Description Opening portfolio Increase Decrease Purchases Estabilishment Other Total Capitalization Sale Scrapping Other Total Closing portfolio Change, % Total unfinished capital projects and refurbishments 28,487 16,261 39, ,428 64, ,166 18, Advances on construction 10, ,728 2, ,962 11,962 1, TOTAL ASSETS IN COURSE OF CONSTRUCTION 39,475 16,261 39,200 2,695 58,156 64, ,137 77,128 20, TOTAL TANGIBLE ASSETS 566,709 87,687 78, , * In the reclassicification the most effect is tangible assets of Bánhida Erőmű Ltd. Was reclassificated to inventory (1,1161 m HUF) ** In the subject year from the scheduled depreciation 62 m HUF is expenses for not revealed the company, we have showned it as other operating expenses. 88

89 F APPENDICES Appendix B.3.: Consolidated Long-term Participating Interests in Affiliated Companies year figures in HUF M Associated companies Consolidated Long-term Participating Interests in Affiliated Companies Negative goodwill on consolidation * Goodwill on consolidation "EKS Service" Kft Dunamenti Erőmű ZRt. 11,099 Mátrai Erőmű ZRt. 26, MM Energy Corporate Finance Beratungs GmbH. 10 Zsigmondy Vilmos Harkányi Gyógyfürdőkórház Kft POWERFORUM Zrt. 122 Dél-Dunántúli Humán Erőforrás Közhasznú Nonprofit Kft. 1 Biomassza Erőművek Egyesülése 1 TOTAL: 38,084 2,172 0 * Off the Balance Sheet Appendix B.4.: Development of Goodwill on Consolidation year figures in HUF M Goodwill on Consolidation Name of company Gross value Depreciation Net book value Change Until Total MVM Adwest G.m.b.H MVM Hotel Vértes Kft System Investment Ukrajna Kárpát Energo ZRt. 5,956 5,956 5,956 5,956 0 MVM BVMT Bakonyi Villamos Művek Termelő Zrt. 1 2,826 2, ,826 NIKER d.o.o HUPX Magyar Szervezett Villamosenergia-piac Zrt MVM Hungarowind Kft. 2,872 2, ,872 MVM Hotel Panoráma Kft Mátrai Villamos Művek Termelő Zrt Total subsidiaries 8,957 2,901 11,858 5, ,042 5,816 MM Energy Corporate Finance Beratungs GmbH Total associated companie Total 8,958 2,901 11,859 5, ,043 5,816 89

90 F APPENDICES Appendix B.5.: Development of Losses in Value, Scrapping and Inventory Shortages year figures in HUF M Description Opening portfolio Total increase (loss in value accounted for) in subject year Total decrease (reversed loss in value) in subject year Closing portfolio Loss in value of fixed assets 20,093 5, ,627 Intangible assets Tangible assets 13, ,821 Long-term participating interests 0 4, ,666 Long-term loans Given advances 1, ,044 Goodwill on consolidation 5, ,043 Loss in value of inventories 10,039 3, ,278 Raw materials and consumables Work in progress 9, ,573 Finished products Goods 149 2, ,657 Loss in value of receivables 5, ,082 Trade debtors 1, ,389 Joint receivables Short-term loans 2, ,863 Other receivables 1, ,810 Total losses in value 36,115 9, ,987 90

91 F APPENDICES Appendix B.6.: Changes in Consolidated Shareholders Equity 2011 year Reasons for change Issued capital Issued capital not paid Capital reserve Retained earnings Tied up reserve Valuation reserve Balance as at 1 January , , , ,454 MVM Ltd.'s individual profit for the year 2010 transferred to the retained earnings 15,065 Subsidiaries' individual profit for the year 2010 attributable to the owners transferred to the changes in equity of the subsidiaries Impairment loss of non-current assets and inventories - correction of the individual books of Kárpát Energo Ltd. Reversal of write-down related to intercompany loans and other receivables; 2010 Elimination of the unrealised profit remaining on intragroup transfers of property, plant and equipment; 2010 Share of profit of associates for the year 2010 Reversal of the investment impairment accounted for in the individual financial statements; 2010 Profit on disposal of TBER Ltd Impairment of the tangible assets of MVM MIFŰ Kft. Discounting of provisions related to Kárpát Energo Zrt. Subsidiaries' individual profit for the year 2010 attributable to non-controlling interests Accrual effect of inragroup assets transferred free of charge; 2010 Write-down of VAT receivables related to Niker do.o.o.; 2010 Reversal of the effect of corporate transformations related to subsidiaries; 2010 Change in ownership of MVM Hotel Panoráma Kft.; 2010 Correction of provisions accounted for intragroup events; 2010 Other changes Additional capital payment from MAVIR Zrt. to CAO GmbH Fixed asset revaluation recognised in the individual financial statements of MVM Ltd and MAVIR Ltd. 10,926 Fixed asset revaluation additionally recognised in the consolidated financial statements -4,725 Reversal of tied up reserves - capitalised value of reorganisation Tied up reserves - Own shares aquired Currency translation differences Loss on the liquidation of ER-EF Ltd. -9 Share of profit of associates- correction for previous years Subsidiaries' individual profit for the year 2011 MVM Ltd.'s individual profit for the year 2011 Effect of standardized accounting treatments Changes of non-current assets and advances on non-current assets - correction of the individual books of Kárpát Energo Ltd. Reversal of discounting of provisions related to Kárpát Energo Zrt. Reversal of write-down related to intercompany loans and other receivables; 2011 Reversal of provision due to the standardised accounting treatments Elimination of the unrealised profit remaining on intragroup transfers of property, plant and equipment; 2011 Share of profit of associates for 2011 Reversal of the effect on the intragroup loans and receivables due to the Vértesi Erőmű Zrt.'s voluntary arrangement Increase in equity of MVMT Ltd. - share of the non-controlling interests Subsidiaries' individual profit for the year 2011 attributable to non-controlling interests Reclassification of additional capital payment to permanent funds paid for HUPX Zrt. 91 Derecognition of non-controlling interests due to changes in ownership Reversal of consolidatied tied up reserves - Own shares aquired Reversal of the investment impairment accounted for in the individual financial statements; 2011 Revaluation of loans that were impaired in the individual financial statements related to Kárpát Energo Zrt, Niker d.o.o; 2011 Reversal of write-down of VAT receivables related to Niker do.o.o. as the write-down was accounted for in the individual financial statements of Niker d.o.o. Correction of provisions accounted for intragroup events; 2011 Other changes Balance as at 31 December , , , ,655 91

92 F APPENDICES Appendix B.6.: Changes in Consolidated Shareholders Equity 2011 year Reasons for change Balance sheet profit/ (-)loss Change in shareholders' equity of subsidiaries Debt consolidation Interim Depreciation of goodwill on consolidation Balance as at 1 January ,523-17, ,550-7,017 MVM Ltd.'s individual profit for the year 2010 transferred to the retained earnings -15,065 Subsidiaries' individual profit for the year 2010 attributable to the owners transferred to the changes in equity of the subsidiaries 32,364-32, Impairment loss of non-current assets and inventories - correction of the individual books of Kárpát Energo Ltd. -12,746 12,746 Reversal of write-down related to intercompany loans and other receivables; ,383 6,383 Elimination of the unrealised profit remaining on intragroup transfers of property, plant and equipment; ,085 3,996 Share of profit of associates for the year ,781 Reversal of the investment impairment accounted for in the individual financial statements; ,709 1,709 Profit on disposal of TBER Ltd Impairment of the tangible assets of MVM MIFŰ Kft Discounting of provisions related to Kárpát Energo Zrt Subsidiaries' individual profit for the year 2010 attributable to non-controlling interests Accrual effect of inragroup assets transferred free of charge; Write-down of VAT receivables related to Niker do.o.o.; Reversal of the effect of corporate transformations related to subsidiaries; Change in ownership of MVM Hotel Panoráma Kft.; Correction of provisions accounted for intragroup events; Other changes 6-6 Additional capital payment from MAVIR Zrt. to CAO GmbH 0-14 Fixed asset revaluation recognised in the individual financial statements of MVM Ltd and MAVIR Ltd. 0 Fixed asset revaluation additionally recognised in the consolidated financial statements 0 Reversal of tied up reserves - capitalised value of reorganisation 0 Tied up reserves - Own shares aquired 0 Currency translation differences 0 52 Loss on the liquidation of ER-EF Ltd. 0 Share of profit of associates- correction for previous years Subsidiaries' individual profit for the year ,996 MVM Ltd.'s individual profit for the year ,051 Effect of standardized accounting treatments 273 Changes of non-current assets and advances on non-current assets - correction of the individual books of Kárpát Energo Ltd Reversal of discounting of provisions related to Kárpát Energo Zrt Reversal of write-down related to intercompany loans and other receivables; Reversal of provision due to the standardised accounting treatments -562 Elimination of the unrealised profit remaining on intragroup transfers of property, plant and equipment; ,870 Share of profit of associates for ,305 Reversal of the effect on the intragroup loans and receivables due to the Vértesi Erőmű Zrt.'s voluntary arrangement -581 Increase in equity of MVMT Ltd. - share of the non-controlling interests 0 Subsidiaries' individual profit for the year 2011 attributable to non-controlling interests 1,599 Reclassification of additional capital payment to permanent funds paid for HUPX Zrt. 0 Derecognition of non-controlling interests due to changes in ownership 0 Reversal of consolidatied tied up reserves - Own shares aquired 0 Reversal of the investment impairment accounted for in the individual financial statements; ,476 Revaluation of loans that were impaired in the individual financial statements related to Kárpát Energo Zrt, Niker d.o.o; 2011 Reversal of write-down of VAT receivables related to Niker do.o.o. as the write-down was accounted for in the individual financial statements of Niker d.o.o. 1, Correction of provisions accounted for intragroup events; Other changes 14 Balance as at 31 December ,463-49, ,851-7,017 92

93 F APPENDICES Appendix B.6.: Changes in Consolidated Shareholders Equity 2011 year Reasons for change Associated companies Latent tax Change in shareholders' equity due to consolidation Participating interests held by outside shareholders/owners Total Balance as at 1 January ,506 5,578-52,483 2, ,021 MVM Ltd.'s individual profit for the year 2010 transferred to the retained earnings 0 0 Subsidiaries' individual profit for the year 2010 attributable to the owners transferred to the changes in equity of the subsidiaries Impairment loss of non-current assets and inventories - correction of the individual books of Kárpát Energo Ltd. 12,746 0 Reversal of write-down related to intercompany loans and other receivables; ,383 0 Elimination of the unrealised profit remaining on intragroup transfers of property, plant and equipment; ,085 0 Share of profit of associates for the year ,781 2,781 0 Reversal of the investment impairment accounted for in the individual financial statements; ,709 0 Profit on disposal of TBER Ltd Impairment of the tangible assets of MVM MIFŰ Kft Discounting of provisions related to Kárpát Energo Zrt. 0 0 Subsidiaries' individual profit for the year 2010 attributable to non-controlling interests 0 0 Accrual effect of inragroup assets transferred free of charge; Write-down of VAT receivables related to Niker do.o.o.; Reversal of the effect of corporate transformations related to subsidiaries; Change in ownership of MVM Hotel Panoráma Kft.; Correction of provisions accounted for intragroup events; Other changes 0 0 Additional capital payment from MAVIR Zrt. to CAO GmbH 0-14 Fixed asset revaluation recognised in the individual financial statements of MVM Ltd and MAVIR Ltd. 0 10,926 Fixed asset revaluation additionally recognised in the consolidated financial statements 0-4,725 Reversal of tied up reserves - capitalised value of reorganisation 0 0 Tied up reserves - Own shares aquired 0 0 Currency translation differences 0 52 Loss on the liquidation of ER-EF Ltd. 0-9 Share of profit of associates- correction for previous years Subsidiaries' individual profit for the year ,996 MVM Ltd.'s individual profit for the year ,051 Effect of standardized accounting treatments Changes of non-current assets and advances on non-current assets - correction of the individual books of Kárpát Energo Ltd Reversal of discounting of provisions related to Kárpát Energo Zrt Reversal of write-down related to intercompany loans and other receivables; Reversal of provision due to the standardised accounting treatments Elimination of the unrealised profit remaining on intragroup transfers of property, plant and equipment; ,870 Share of profit of associates for ,305 Reversal of the effect on the intragroup loans and receivables due to the Vértesi Erőmű Zrt.'s voluntary arrangement Increase in equity of MVMT Ltd. - share of the non-controlling interests Subsidiaries' individual profit for the year 2011 attributable to non-controlling interests 0-1,599 0 Reclassification of additional capital payment to permanent funds paid for HUPX Zrt Derecognition of non-controlling interests due to changes in ownership Reversal of consolidatied tied up reserves - Own shares aquired 0 0 Reversal of the investment impairment accounted for in the individual financial statements; ,476 Revaluation of loans that were impaired in the individual financial statements related to Kárpát Energo Zrt, Niker d.o.o; 2011 Reversal of write-down of VAT receivables related to Niker do.o.o. as the write-down was accounted for in the individual financial statements of Niker d.o.o. 0 1, Correction of provisions accounted for intragroup events; Other changes 0 14 Balance as at 31 December ,289 5,635-24, ,729 93

94 F APPENDICES Appendix B.7.: Development of Negative Goodwill on Consolidation year figures in HUF M Name of company Gross value of the negative goodwill on consolidation Change MVM OVIT ZRt MVM Paksi Atomerőmű Zrt. 3, ,875 Vértesi Erőmű ZRt. 4, ,811 MAVIR ZRt MVM MIFŰ Kft ENERGO-MERKUR Kft MVM VILLKESZ Kft MVM ERBE Zrt MVM GTER Zrt MVM Hotel Panoráma Kft MVM Hotel Vértes Kft MVM Investment Ukrajna Beruházási Kft System Investment Ukraine LV ER-EF Erőmű Kft Total in Consolidated Report 10, ,076 Dunamenti Erőmű Zrt Mátrai Erőmű ZRt Zsigmondy V.Harkányi Gyógyfürdőkórház Kft Off-report 2, ,172 Appendix B.8.: Development of Bank Loans year Purpose of bank loan Opening balance Loans borrowed Loans amortised Revaluation I. Short-term loans Reclassification from long-term figures in HUF M Closing balance Capital investment loan** 6, , ,943 4,198 Overdrafts* 4, , ,187 7,301 Revolving loan 0 0 Corporate financing loan Syndicated bank loan 0 4,857 41,813 46,670 Total short-term loans 11, , ,360 5,050 45,756 58,169 II. Long-term loans Syndicated bank loan 41,813-41,813 0 Capital investment loan** 76,712 2,499-5,317 6,074-3,943 76,025 Revolving loan 0 0 Overdrafts 0 0 Total long-term loans 118,525 2,499-5,317 6,074-45,756 76,025 TOTAL BANK LOANS 130, , ,677 11, ,194 Notes for the Vértesi Erőmű Zrt: *Other short-term liabilities (unique government collateral) -Loans borrowed (7132 M HUF) and loans amortised (-7132 m HUF) This is a non-cash change. ** this is a non-cash change. The collateral of the loan agreement: Change of the subject year of unique government collateral. The short-term capital investment loan (-2308 m HUF), the long-term capital investment loan (-4617 m HUF) The short-term capital investment loan (-2308 m HUF), the long-term capital investment loan (-4617 m HUF) 94

95 F APPENDICES Appendix C.1.: Net Sales of the Group in a Breakdown by Product and Product Type, Aggregated by Division year figures in HUF M No. Product type Holding centre Trading Division Services Division TSO Generation Division Total 1. Wholesale of electricity 424,252 20, , Transmission of electricity, system operation fee, system-level services 121, , Natural gas sales 47,506 47, Network and technological installation 7,341 7, District heating sales 7,901 7, Economic, IT and engineering services Other activities 2,222 4,260 10,578 17,060 Total 2, ,018 18, ,165 28, ,545 Appendix C.2.: Detailed Costs of the Group Aggregated by Division year figures in HUF M Description Holding centre Trading Division Services Division TSO Generation Division Total Cost of raw materials and consumables ,248 1,599 47,269 59,356 Services used 5,195 3,354 9,597 3,040 20,884 42,070 Other services ,765 3,706 Cost of goods sold ,147 8,607 17, ,132 Cost of services sold (intermediated) 562 4,428 13,869 28, ,951 MATERIAL-TYPE EXPENSES 6, ,254 42,578 51,278 71, ,215 Wages and salaries 2,060 1,504 12,781 4,411 23,916 44,672 Employee benefits ,197 1,530 7,820 13,576 Contributions on wages and salaries ,990 1,475 10,071 16,762 STAFF COSTS 3,438 2,381 19,968 7,416 41,807 75,010 DEPRECIATION CHARGE 2, ,944 11,947 28,070 45,615 TOTAL 12, ,799 65,490 70, , ,840 95

96 F APPENDICES Appendix D.1.: Cash Flow Statement year figures in HUF M No. DESCRIPTION Profit before tax (+/-) 36,742 61, Depreciation and amortization (+) 41,817 45, Loss in value accounted for and reversed (+/-) 9,036 8, Cancelled receivables Dismissed liabilities -12, Tangible and intangible assets scrapped, inventory shortage (+) 2, Unscheduled depreciation (+) 2, Profit/(-)loss from the sale of fixed assets and assets brought in as contribution in kind (-/+) Dividends and profit-sharing received (-) -5,235-4, Revaluation difference on bank loans, other loans given and received and bonded debts (+/-) , Valuation of associated companies in subject year (+/-) -2,781-1, Liquid assets delivered definitively (+) 3,056 2, Liquid assets received definitively (-) -9, Tax paid and payable (on profit) (-) -15,018-15, Dividends and profit-sharing paid and payable (-) -15,038-12,522 I./A OPERATING CASH FLOW WITHOUT CHANGE IN WORKING CAPITAL 49,791 84, Change in trade debtors (-/+) -6,286-14, Change in current assets (excluding trade debtors, cash pool, individual loans and liquid assets) (-/+) -16,848-26,023 17/a. Change in inventories (-/+) -20,841-15,285 17/b. Change in receivables from affiliated companies (excluding cash pool and individual loans) (-/+) 1,109-7,498 17/c. Change in other receivables (-/+) 2,884-3,240 17/d. Change in securities (-/+) Change in prepaid expenses and accrued income (-/+) -1, Change in provisions (+/-) 2,043-8, Change in trade creditors (+/-) -8,391 18, Change in other current liabilities (+/-) 23,431-1,139 21/a. Change in liabilities to affiliated companies (excluding cash pool and individual loans) (+/-) 578-1,078 21/b. Other changes in current liabilities (+/-) 22, Change in accrued expenses and deferred income (+/-) -16,646-6, Change in goodwill on consolidation (+/-) , Change in negative goodwill on consolidation (+/-) I./B CHANGE IN WORKING CAPITAL -25,028-40,110 I. OPERATING CASH FLOW 24,763 44, Purchase of fixed assets (-) -66,623-48,746 25/a. Increase in fixed assets (-) -60,597-59,008 25/b. Change in advances on assets in course of construction (+/-) -4,109 9,219 25/c. Change in trade creditors for assets in course of construction (+/-) -1,917 1,757 25/d. Increase in fixed financial assets Sale of fixed assets (+) Change in liquid assets relating to acquisition (+/-) 4, Dividends and profit-sharing received (+) 5,222 4,772 II. INVESTMENT CASH FLOW -57,003-43, Proceeds from share issue and capital investment (+) 30. Withdrawal of shares, capital divestment (capital reduction) (-) Participating interests held by outside shareholders/owners (+/-) Proceeds from the issue of bonds and debt securities (+) 33. Repayment of bonds and debt securities (-) 34. Borrowing of bank and other loans (+) 56,160 11, Amortisation and repayment of bank and other loans (-) -19,896-11, Change in cash pool receivables and individual loans granted to subsidiaries (-/+) Change in cash pool liabilities and individual loans received from parent company (+/-) 38. Amortisation, cancellation and redemption of long-term and short-term loans granted and bank deposits placed (+) 1, Increase in long-term and short-term loans granted and bank deposits placed (-) Liquid assets received definitively (+) 9,135 6, Liquid assets transferred definitively (-) -3,056-2, Change in liabilities to founders and other long-term liabilities (+/-) -15 III. FINANCING CASH FLOW 43,867 2,770 IV. CHANGE IN LIQUID ASSETS 11,627 3,040 96

97 F APPENDICES Appendix E.1.: Consolidated Labour Data year figures in HUF M Employee category Average statistical headcount (persons) Wages and salaries Other employee benefits Blue-collar employees 3,976 15,867 5,324 White-collar employees 3,887 27,718 7,274 Total staff personnel: 7,863 43,585 12,598 Non-staff personnel 44 1, TOTAL: 7,907 44,672 13,576 Appendix E.2.: Changes in the Inventories of Environmentally Harmful Materials and Hazardous Wastes year figures in tonnes Name of company Opening stock Increase Decrease Closing stock MVM OVIT ZRt MAVIR ZRt. 0 2,368 2,368 0 Római Irodaház Kft MVM GTER ZRt Vértesi Erőmű Zrt , , Environmentally harmful materials , , MVM OVIT ZRt MVM Észak-Budai Fűtőerőmű Kft MVM Paksi Atomerőmű Zrt MVM Zrt Vértesi Erőmű Zrt Római Irodaház Kft MVM Hungarowind Kft MVM Villkesz Kft MVM GTER ZRt MVM ERBE ZRt MVM BVMT Zrt Hazardous wastes Appendix E.3.: Change in the Portfolio of Tangible Assets Used for Environmental Protection year figures in HUF M Description Lands and buildings Technical equipment, machinery and vehicles Other equipment, fixtures, fittings and vehicles Assets in course of construction Total Opening balance of gross value* 7,962 28,671 1,044 2,161 39,837 Increase 230 4, ,088 7,900 Decrease ,826 4,834 Closing balance of gross value 8,192 32,785 1, ,902 Opening portfolio of depreciation 3,588 12, ,568 Increase 464 2, ,155 Decrease Closing portfolio of depreciation 3,478 14, ,989 TOTAL 4,714 18, ,913 * The purpose of the changing of gross value is in the HUWI company the tangible assets used for enviromental protection was not in the balance sheet of the 2010 year, but the opening of the balance sheet in 2011 was shown. 97

98