• CLEAN AND ENVIRONMENTALLY FRIENDLY Natural gas is the cleanest and most environmentally friendly of all fossil fuels...Read more

  • WELL DRILLING PADThe size of a typical drilling pad is about 1 hectare. To compare, the floorage of an average shopping centre is 4.5 hectares... Read more

  • SECURING OF WELL DRILLING PADA drilling pad as well as the adjacent pool are reinforced and tightened with concrete slabs. Protective foil is additionally laid where necessary.

  • WORK NOISEWell drilling does not produce onerous noise. The intensity of sounds generated in connection with drilling work is lower than that generated by street traffic.Read more

  • SAFETY OF FRACTURING PROCESSIn Poland, exploration wells in shale rock are drilled to depths of over 2.5 km.Read more

  • COMPOSITION OF FRACTURING FLUIDFracturing fluid is 95% water. Read more

  • NO MAJOR LANDSCAPE INTERFERENCEIf gas production is launched, the land surrounding the isolated, secured zone, is subject to a reclamation treatment. Read more

Qualified Auditor’s Opinion

To the Shareholders and Supervisory Board of Polskie Górnictwo Naftowe i Gazownictwo S.A.

We have audited the attached consolidated financial statements of the Polskie Górnictwo Naftowe i Gazownictwo S.A. Capital Group, with Polskie Górnictwo Naftowe i Gazownictwo S.A., with its registered office in Warsaw at M. Kasprzaka 25, as the Parent Company, including consolidated statement of financial position prepared as of 31 December 2012, 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 2012 to 31 December 2012 and notes comprising a summary of significant accounting policies and other explanatory information.

Preparation of the 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.

The Management Board of the Parent and members of its Supervisory Body 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, express an opinion whether the consolidated 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:

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) and material estimates applied by the Parent and subsidiaries, verification – largely on a test basis – of the accounting evidence and records supporting 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:

The Report on the activities of the Capital Group for the 2012 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

On Behalf of Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp. k. (formerly: Deloitte Audyt Sp. z o.o.) – an entity authorized to audit financial statements recorded under number 73 on the list of entities authorized to provide audit services kept by the National Council of Statutory Auditors:

Piotr Sokołowski – Deputy Chairman of the Management Board of Deloitte Polska Sp. z o.o. – general partner of Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp. k. (formerly: Deloitte Audyt Sp. z o.o.)

Warsaw, 5 March 2013

The above audit opinion together with audit report is a translation from the original Polish version. In case of any discrepancies between the Polish and English version, the Polish version shall prevail.


Report Supplementing The Opinion on the Audit of the Consolidated Financial Statements of Polskie Górnictwo Naftowe i Gazownictwo SA Capital Group for the 2012 Financial Year

I. General Information

1. Details of the audited Parent

The Parent of the Capital Group operates under the business name Polskie Górnictwo Naftowe i Gazownictwo S.A. (“the Company”; “PGNiG S.A.”). The Parent’s registered office is located in Warsaw, at M. Kasprzaka 25.

The Company operates as a joint stock company established by a notarized deed on 21 October 1996 before Paweł Błaszczak, Notary Public in Warsaw (Repertory A No. 18871/96). The Company was recorded in the Commercial Register kept by the District Court,
XVI Business-Registry Division in Warsaw, section B, under number 48382, based on the decision of 27 December 2001. Currently, the Company is recorded in the Register of Entrepreneurs kept by the District Court, XII Business-Registry Division in Warsaw, under KRS number 0000059492.

The Company’s tax identification number NIP: 525-000-80-28 assigned by Second Tax Office Warszawa Śródmieście on 22 November 1996.

The REGON number assigned by the Statistical Office on 14 November 1996 is: 012216736.

The Company operates in accordance with the provisions of the Code of Commercial Companies.

In accordance with the Company’s by-laws, the scope of its activities includes:

In the audited period, the Company conducted the activities involving mainly trade of natural gas and crude oil, exploration and exploitation of crude oil and gas fields, general construction work regarding pipelines and mines, sales of crude oil and natural gas, lease of the Company’s assets used for transmission of energy and gas.

As at 31 December 2012, the Company’s share capital amounted to PLN 5,900,000,000 and was divided into 5,900,000,000 shares with a face value of PLN 1 each.

As at 31 December 2012, the Company’s shareholders were:

As at 31 December 2011, the Company’s shareholders were:

During the financial year the shares held by the State Treasury in the Company decreased by 0.01% due to the pending process of issuance of shares to the entitled employees. The State Treasury is possession of the shares that have not been issued yet to the entitled employees.

No changes in the Company’s share capital other than listed above took place in the financial year, after the balance sheet date and by the opinion date.

As at 31 December 2012, the Capital Group’s equity amounted to PLN 27,247 million.

The Capital Group’s financial year is the calendar year.

Composition of the Management Board as at the date of the opinion:

Changes in the composition of the Management Board during the audited period, after the balance sheet date and before the date of the opinion:

The aforesaid changes have been reported and registered in a competent registry court with the exception of the resignation of Sławomir Hinc and appointment of Krzysztof Bocian and Jacek Murawski, which will be reported and registered in accordance with the applicable laws.

Composition of the Polskie Górnictwo Naftowe i Gazownictwo S.A. Capital Group as at 31 December 2012:

* Share of PGNiG S.A. in the capital of PGNiG TERMIKA S.A. – right to votes at shareholders meeting 99.99%.

Share of PGNiG S.A. in the capital of PGNiG TERMIKA S.A. – right to votes at shareholders meeting 99.99%.

The consolidated financial statements as at 31 December 2012 included the following entities:

a) Parent – Polskie Górnictwo Naftowe i Gazownictwo S.A.

We have audited the financial statements of Polskie Górnictwo Naftowe i Gazownictwo S.A., the Parent, for the period from 1 January to 31 December 2012. As a result of our audit, on 5 March 2013 we issued an unqualified opinion.

b) Companies subject to full consolidation:

Name and address of the Company Interest in capital (%) Name of entity that audited
the financial statements
and type of opinion issued
Balance sheet
date of the
consolidated entity
Opinion date
GEOFIZYKA Kraków S.A. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 27 February 2013
GEOFIZYKA Toruń S.A. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 15 February 2013
PGNiG Poszukiwania S.A.
(presently: Exalo Drilling S.A.)
100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified,
emphasis of matter opinion
31 December 2012 28 February 2013
PGNiG Norway AS 100.00% Deloitte AS
Unqualified opinion
31 December 2012 20 February 2013
Polish Oil And Gas Company – Libya B.V. 100.00% Deloitte Accountants B.V. 31 December 2012  *
INVESTGAS S.A. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 28 February 2013
Dolnośląska Spółka Gazownictwa Sp. z o.o. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 1 March 2013
Górnośląska Spółka Gazownictwa Sp. z o.o. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 1 March 2013
Karpacka Spółka Gazownictwa Sp. z o.o. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 1 March 2013
GK Mazowiecka Spółka Gazownictwa 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 1 March 2013
Pomorska Spółka Gazownictwa Sp. z o.o. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 1 March 2013
Wielkopolska Spółka Gazownictwa Sp. z o.o. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 1 March 2013
Geovita S.A. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified,
emphasis of matter opinion
31 December 2012 28 February 2013
PGNiG Technologie S.A. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 1 March 2013
PGNiG Energia S.A. 100.00% Deloitte Polska Sp. z o.o. Sp. k. 31 December 2012 25 February 2013
GK PGNiG Sales&Trading GmbH 100.00% PricewaterhouseCoopers Aktiengesellschaft Wirtschaftspruefungsgesellschaft
Unqualified opinion
31 December 2012 21 February 2013
PGNiG Finance AB 100.00% Deloitte AB
Unqualified opinion
31 December 2012 22 February 2013
PGNiG Termika S.A. 99.99% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 1 March 2013
Operator Systemu Magazynowania Sp. z o.o. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 25 February 2013
PGNIG Serwis Sp. z o.o. 100.00% CHE Consulting Sp. z o.o. 31 December 2012  *
Biuro Studiów i Projektów Gazownictwa Gazoprojekt S.A. 75.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified opinion
31 December 2012 28 February 2013
Poszukiwania Nafty i Gazu Jasło S.A. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified,
emphasis of matter opinion
31 December 2012 4 March 2013
GK Poszukiwania Nafty i Gazu Kraków S.A. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified,
emphasis of matter opinion
31 December 2012 4 March 2013
Poszukiwania Nafty i Gazu NAFTA S.A. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified,
emphasis of matter opinion
31 December 2012 28 February 2013
Poszukiwania Naftowe Diament Sp. z o.o. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
Unqualified,
emphasis of matter opinion
31 December 2012 28 February 2013
Zakład Robót Górniczych Krosno Sp. z o.o. 100.00% Deloitte Polska Sp. z o.o. Sp. k.
emphasis of matter opinion
31 December 2012 28 February 2013

* By the date of opinion on the audit of the consolidated financial statements of the Polskie Górnictwo Naftowe i Gazownictwo S.A. Capital Group the opinion had not been issued.

c) Companies subject to equity method of consolidation:

Name and address
of the Company
Interest in capital (%) Name of entity that audited the financial statements and type of opinion issued Balance sheet date of the consolidated entity Opinion date
SGT EuRoPol Gaz S.A. 48% PricewaterhouseCoopers Sp. z o.o. 31 December 2012  *
Gas-Trading S.A. 43% - 31 December 2012  *
By the date of opinion on the audit of the consolidated financial statements of the Polskie Górnictwo Naftowe i Gazownictwo S.A. Capital Group the opinion had not been issued.

* By the date of opinion on the audit of the consolidated financial statements of the Polskie Górnictwo Naftowe i Gazownictwo S.A. Capital Group the opinion had not been issued.

The Parent preparing the consolidated financial statements has not applied any material simplifications and exceptions to the consolidation principles with respect to the controlled entities.

In the audited financial year and as at 31 December 2012 the Company included the following entities in consolidation:

Additionally, PGNiG SPV1 Sp. z o.o. was merged with PGNiG Termika S.A.

d) Companies excluded from the financial statements for immateriality:

Direct subsidiaries   

Indirect subsidiaries                                                                                     

Associates                                                                                          

After the balance sheet a legal combination of PGNiG Poszukiwania S.A. (presently Exalo Drilling S.A.) with the following entities was registered:

As the result of the combinations PGNiG Poszukiwania S.A. (presently: Exalo Drilling S.A.) became the Acquirer.

2. Information about the consolidated financial statements for the prior financial year

The activities of the Capital Group in 2011 resulted in a net profit of PLN 1,626,184 thousand. The consolidated financial statements of the Capital Group for 2011 were audited by a certified auditor. The audit was performed by authorized entity Deloitte Audyt Sp. z o.o. On 1 March 2012, the certified auditor issued an unqualified opinion with the following emphasis of matter:

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

The General Shareholders Meeting, which approved the consolidated financial statements for the 2011 financial year, was held on 6 June 2012.

In accordance with applicable laws, the financial statements for the 2011 financial year were submitted to the National Court Register (KRS) on 15 June 2012 and filed for publication in Monitor Polski B on 20 June 2012. They were published in Monitor Polski B No. 2001 on 10 September 2012.

3. Details of the authorized entity and the key certified auditor acting on its behalf

The audit of the consolidated financial statements was conducted in accordance with the agreement of 28 June 2010 concluded between Polskie Górnictwo Naftowe i Gazownictwo S.A. and Deloitte Audyt Sp. z o.o. (presently: Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp. k.), with its registered office in Warsaw, al. Jana Pawła II 19, recorded under number 73 on the list of entities authorized to provide audit services kept by the National Council of Statutory Auditors. On behalf of the authorized entity, the audit of the consolidated financial statements was conducted under the supervision of Piotr Sokołowski, key certified auditor, (No. 9752), in the registered office of the Parent from 22 October to 2 November 2012 and from 28 January to 5 March 2013.

The entity authorized to audit the financial statements was appointed by the resolution of the Supervisory Board of 12 May 2010 based on authorization included in Article 33 of the Company’s articles of association.

Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp. k. (formerly: Deloitte Audyt Sp. z o.o.) and Piotr Sokołowski, key certified auditor, confirm that they are authorized to carry out audits and meet the requirements of Article 56 of the Act on statutory auditors and their self-governing body, auditing firms and on public oversight (Journal of Laws of 2009, No. 77, item 649, as amended) to express an unbiased and independent opinion on the consolidated financial statements of the Polskie Górnictwo Naftowe i ­Gazownictwo S.A. Capital Group.

4. Availability of data and the Company’s management representations

The scope of our audit was not limited.

During the audit, all necessary documents and data as well as detailed information and explanations were provided to the authorized entity and the key certified auditor, as confirmed e.g. in the written representation of the Management Board of the Parent dated 5 March 2013.

II. Economic and financial position of the Capital Group

presented below are the main items from the consolidated profit and loss account as well as financial ratios describing the financial performance of the Capital Group and its economic and financial position compared to the prior year.

Main items from the income
statement (in PLN millions)
2012 2011*
Sales revenue 28,730 23,004
Operating expenses (26,197) (21,132)
Financial revenue 216 135
Financial expenses (380) (152)
Share in profits/(losses) of entities measured using the equity method 173 43
Income tax (308) (143)
Net profit (loss) 2,234 1,755
Total comprehensive income 2,030 1,820
Profitability ratios    
‒ gross profit margin 9% 8%
‒ net profit margin 8% 8%
‒ net return on equity 9% 7%
Effectiveness ratios    
‒ assets turnover ratio 0.60 0.59
‒ receivables turnover in days 55 51
‒ liabilities turnover in days 18 21
‒ inventories turnover in days 36 27
Liquidity/Net working capital    
‒ debt ratio 43% 35%
‒ equity to fixed assets ratio 57% 65%
‒ net working capital (PLN millions) 1,220 (322)
‒ current ratio 1.13 0.96
‒ quick ratio 0.81 0.69

* Due to amendment of the accounting policy in 2012 the data for the 2011 financial year was presented after being adjusted to ensure comparability.

Due to amendment of the accounting policy in 2012 the data for the 2011 financial year was presented after being adjusted to ensure comparability.

An analysis of the above figures and ratios indicated the following trends in 2012:

III. Detailed Information

1. Information about the audited consolidated financial statements

The audited consolidated financial statements were prepared as at 31 December 2012 and include:

The structure of assets, equity and liabilities as well as items affecting the financial result has been presented in the consolidated financial statements.

The audit covered the period from 1 January 2012 to 31 December 2012 and focused mainly on:

2. Consolidation documentation

The Parent Company presented the consolidation documentation including:

  1. financial statements of entities included in the consolidated financial statements;
  2. financial statements of controlled entities, adjusted to the accounting principles (policy) applied during consolidation;
  3. financial statements of controlled entities translated into the Polish currency;
  4. all consolidation adjustments and eliminations necessary for preparation of the consolidated financial statements;
  5. calculation of the fair value of the net assets of controlled entities;
  6. calculation of goodwill and negative goodwill as well as their write-downs, also due to impairment;
  7. calculation of minority interest;
  8. calculation of exchange differences arising from translation of the financial statements of controlled entities denominated in foreign currencies.

Basis for the preparation of the consolidated financial statements

The consolidated financial statements of the Capital Group for the 2012 financial year were prepared in accordance with IFRS.

Entities in the Capital Group

The scope and methods of consolidation as well as relationship between the entities have been determined based on the criteria specified in IFRS.

Financial period

The consolidated financial statements have been prepared as of the same balance sheet date and for the same financial year as the financial statements of the Parent – Polskie Górnictwo Naftowe i Gazownictwo S.A. Subsidiaries and associated companies included in consolidation prepared their financial statements as at the same balance sheet date as the Parent. The financial year of all subsidiaries and associated companies included in the consolidation ended on 31 December 2012.

Consolidation method

The financial statements of the subsidiaries were consolidated using the full method, i.e. full amounts of all relevant items of the financial statements of the Parent and the subsidiaries included in consolidation were summed up.

Once the values had been summed up, consolidation adjustments and eliminations were applied to:

The equity method was applied with respect to associated entities. The value of the Parent’s interest in the associated company was adjusted by increases or decreases in the equity of the associated company attributable to the Parent, which occurred in the period covered by consolidation, and decreased by dividends due from such companies.

3. Completeness and correctness of drawing up the notes and the report on the activities of the Capital Group

The Parent confirmed the validity of the going concern basis in preparation of the consolidated financial statements. The notes to the consolidated financial statements give a correct and complete description of measurement principles regarding assets, liabilities, financial result and principles of preparation of the consolidated financial statements.

The Parent prepared the notes in the form of tables to individual items of the statement of financial position and statement of comprehensive income as well as narrative descriptions, in line with the principles specified in IFRS.

Notes describing property, plant and equipment, intangible assets, investments, liabilities and provisions correctly present increases and decreases as well as their basis during the financial year.

Limitations imposed on individual assets disclosed in the consolidated statement of financial position arising from security granted to creditors have been described.

Individual assets and liabilities as well as revenue and expenses have been correctly presented by the Parent in the consolidated financial statements. The consolidated statement of financial position, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows as well as notes which constitute an integral part of the financial statements include all items required for disclosure in the consolidated financial statements under IFRS.

The consolidated financial statements have been supplemented with the Management Board’s report on the activities of the Capital Group in the 2012 financial year. The Report on the activities of the Capital Group 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. We have audited the report with respect to the disclosed information derived directly from the audited consolidated financial statements.

IV. Final Notes

Management Board’s Representation
Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp. k. (formerly: Deloitte Audyt Sp. z o.o.) and the key certified auditor received a representation letter from the Parent’s Management Board, in which the Board stated that the Capital Group complied with the laws in force.

Piotr Sokołowski
Key certified auditor
conducting the audit
No. 9752

On Behalf of Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp. k. (formerly: Deloitte Audyt Sp. z o.o.) – an entity authorized to audit financial statements recorded under number 73 on the list of entities authorized to provide audit services kept by the National Council of Statutory Auditors:

Piotr Sokołowski – Deputy Chairman of the Management Board of Deloitte Polska Sp. z o.o. – general partner of Deloitte Polska Spółka z ograniczoną odpowiedzialnością Sp. k. (formerly: Deloitte Audyt Sp. z o.o.)

Warsaw, 5 March 2013