Auditor’s Opinion

To the Shareholders and Supervisory Board of Polskie Górnictwo Naftowe i Gazownictwo SA

We have audited the attached consolidated financial statements of the Polskie Górnictwo Naftowe i Gazownictwo SA Capital Group with Polskie Górnictwo Naftowe i Gazownictwo SA, with its registered office in Warsaw at M. Kasprzaka Street 25, as the Parent Company, including consolidated statement of financial position prepared as of 31 December 2011, consolidated income statement and consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows for the financial year from 1 January 2011 to 31 December 2011 and notes comprising a summary of significant accounting policies and other explanatory information.

Preparation of consolidated financial statements and a report on the activities of the capital group in line with the law is the responsibility of the Management Board of the Parent Company.

The Management Board of the Parent Company and members of its Supervisory Board are obliged to ensure that the consolidated financial statements and the report on the activities of the Capital Group meet the requirements of the Accounting Act of 29 September 1994 (Journal of Laws of 2009, No. 152, item 1223, as amended), hereinafter referred to as the “Accounting Act”.

Our responsibility was to audit and express an opinion on compliance of the consolidated financial statements with the accounting principles (policy) adopted by the Capital Group and whether the financial statements present fairly and clearly, in all material respects, the financial and economic position as well as the financial result of the Capital Group.

Our audit of the financial statements has been planned and performed in accordance with:

  • section 7 of the Accounting Act,
  • national auditing standards, issued by the National Council of Statutory Auditors in Poland.

We have planned and performed our audit of the consolidated financial statements in such a way as to obtain reasonable assurance to express an opinion on the financial statements. Our audit included, in particular, verification of the correctness of the accounting principles (policy) applied by the Parent Company and the subsidiaries, verification – largely on a test basis – of the basis for the amounts and disclosures in the consolidated financial statements, as well as overall evaluation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion the audited consolidated financial statements in all material respects:

  • present fairly and clearly the information material to evaluate the economic and financial position of the Capital Group as of 31 December 2011 as well as its profit or loss in the financial year from 1 January 2011 to 31 December 2011,
  • have been prepared in accordance with the International Accounting Standards, International Financial Reporting Standards and related interpretations published as European Commission regulations, and in all matters not regulated in the standards – in accordance with the provisions of the Accounting Act and secondary legislation to the Act,
  • comply with the provisions of law applicable to the Capital Group which affect the contents of the consolidated financial statements.

Without raising any qualifications to the correctness and fairness of the audited consolidated financial statements, we would like to emphasize:

  • The information presented in Note 6.2, in which the Parent’s Management Board has presented factors resulting in uncertainty of assumptions on which measurement of shares in SGT EuRoPol Gas SA co-subsidiary was based. Measurement of the shares was based on assumptions and future events beyond control of the Parent, whose effects could not have been clearly projected as at the date of the consolidated financial statements. The Parent’s Management Board explained also reasons of having made impairment write-downs on the shares of the co-subsidiary.
  • The information presented in Note 37.8, in which the Parent’s Management Board has informed about the uncertainty related to the current political situation in Libya and therefore the uncertainty of future operating activity in this country.

The Report on the activities of the Capital Group for the 2011 financial year is complete within the meaning of Article 49.2 of the Accounting Act and the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and the rules of equal treatment of the information required by the laws of non-member states and consistent with underlying information disclosed in the audited consolidated financial statements.

Piotr Sokołowski    
Key certified auditor    
conducting the audit    
No. 9752    
     
Piotr Sokołowski Radosław Kuboszek Deloitte Audyt
Deputy Chairman of the Management Board Deputy Chairman of the Management Board Sp. z o.o.
al. Jana Pawła II 19
Certified auditor Certified auditor 00‑854 Warsaw
No. 9752 No. 90029  
     
represented by entity authorized to audit financial statements entered under number 73 on the list kept by the National Council of Statutory Auditors
Warsaw, 1 March 2012  

Consolidated Financial Statements for the 2011 Financial Year