Opinion of the independent auditor

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

We have audited the accompanying consolidated financial statements of Capital Group PGNiG, with its registered office in Warsaw at ul. M. Kasprzaka 24 (“the Group”), which comprise the consolidated statement of financial position as at 31 December 2014, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, and notes to the consolidated financial statements, comprising of a summary of significant accounting policies and other explanatory information.

Management Board’s and Supervisory Board’s Responsibility

The Management Board of the Parent Entity is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, as adopted by European Union the requirements for issuers of securities admitted to trading on an official stock-exchange listing market and other applicable regulations and preparation of the Report on the Group’s activities. The Management Board of the Parent Entity is also responsible for such internal control as it determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

According to the Accounting Act dated 29 September 1994 (J.L. of 2013, No 330 as amended) (“the Accounting Act”), the Management Board of the Parent Entity and members of the Supervisory Board are required to ensure that the consolidated financial statements and the Report on the Group’s activities are in compliance with the requirements set forth in the Accounting Act.

Auditor’s Responsibility

Our responsibility, based on our audit, is to express an opinion on these consolidated financial statements. We conducted our audit in accordance with section 7 of the Accounting Act, national standards on auditing issued by the Polish National Council of Certified Auditors and in matters not regulated by the national standards on auditing, when determining the detailed methodology for the planning and performing the audit and if in doubt – International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements and the accounting records from which they are derived 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 the basis for our opinion.

Opinion

In our opinion, the accompanying consolidated financial statements of PGNiG Group have been prepared and present fairly, in all material respects, the financial position of the Group as at 31 December 2014 and its financial performance and its cash flows for the year then ending, in accordance with International Accounting Standards, International Financial Reporting Standards as adopted by the European Union and related interpretations issued in form of regulation of European Commission and to the extent not regulated by those standards – in accordance the Accounting Act and related bylaws, the requirements for issuers of securities admitted to trading on an official stock-exchange listing market, are in compliance with the respective regulations that apply to the consolidated financial statements, applicable to the Group.

Other Matters

As required under the Accounting Act, we also state that the Report on the Group’s activities includes, in all material respects, the information required by Article 49 of the Accounting Act and by the Decree of the Ministry of Finance dated 19 February 2009 on current and periodic information provided by issuers of securities and the conditions for recognition as equivalent information required by the law of a non-Member State (J.L. of 2014, item 133) and that the information is consistent with the consolidated financial statements.

Mariusz Kuciński
Certified Auditor No 9802
Key Certified Auditor
On behalf of PKF Consult Sp. z o.o.
registration number 477
Orzycka 6/1B
02-695 Warsaw

Warsaw, 19 February 2015

Report on the audit of consolidated financial statements for the financial year ended 31 Dcember 2014

1. General

1.1. General information about the Group

1.1.1. Name of the Group

Capital Group PGNiG

1.1.2. Registered office of the Parent Company of the Group

ul. M. Kasprzaka 25, 01-224 Warsaw

1.1.3. Registration of the Parent Company in the National Court Register
Registration court: District Court in Warsaw, XII Commercial Department of the National Court Register
Date: 14 November 2001
Registration number: KRS 59492
REGON: 012216736
NIP: 525-000-80-28
 
1.1.4. Share capital structure of the Parent Company

At 31 December 2014 the share capital of the Parent Company in amount of PLN 5,900,000,000 was divided as follows:

Name of Shareholders Number of shares Voting rights (%) Nominal Value Percentage of share
State Treasury 4 271 717 836 72,40% 4 271 717,84 72,40%
Others < 5% 1 628 282 164 27,60% 1 628 282,16 27,60%
  5 900 000 000 100,0% 5 900 000,00 100,0%
 

 The share capital is consistent with the National Court Register.

1.1.5. Information about the companies comprising the Group
1.1.5.1. Companies included in the consolidated financial statements

As at 31 December 2014 the following companies were consolidated by the Group:

Parent Company:

  • Polskie Górnictwo Naftowe i Gazownictwo S.A.

Subsidiaries consolidated on a full consolidation basis:

  • Biuro Studiów i Projektów Gazownictwa Gazoprojekt SA,
  • Exalo Drilling SA,
  • GEOFIZYKA Kraków SA,
  • GEOFIZYKA Toruń SA,
  • Geovita SA,
  • Operator Systemu Magazynowania Sp. z o.o.,
  • PGNiG Obrót Detaliczny Sp. z o.o.
  • PGNiG Serwis Sp. z o.o.,
  • PGNiG Technologie SA,
  • PGNiG Termika SA,
  • Polska Spółka Gazownictwa Sp. z o.o.,
  • PGNiG Finance AB,
  • PGNiG Sales & Trading GmbH,
  • PGNiG Upstream International AS,
  • Polish Oil And Gas Company Libya BV.

Indirect subsidiaries included in the consolidation:

  • Gaz Sp. z o.o. (subsidiary of Polska Spółka Gazownictwa Sp. z o.o.),
  • Powiśle Park Sp. z o.o. (subsidiary of Polska Spółka Gazownictwa Sp. z o.o.),
  • Oil Tech International F.Z.E. (subsidiary of Exalo Drilling SA),
  • Poltava Services LLC (subsidiary of Exalo Drilling SA),
  • XOOL GmbH, (subsidiary of PGNiG Sales&Trading GmbH).

Joint ventures and associates valued with the equity method:

  • GAS-TRADING SA,
  • SGT EUROPOL GAZ SA.
1.1.5.2. Entities excluded from consolidation

As at 31 December 2014 the following subsidiaries of the Group were not consolidated:

  • Direct subsidiaries:
    • PGNiG SPV 5 Sp. z o.o.,
    • PGNiG SPV 6 Sp. z o.o.,
    • PGNiG SPV 7 Sp. z o.o.,
    • BUD-GAZ P.P.U.H. Sp. z o.o. in liquidation,
    • Polskie Elektrownie Gazowe Sp. z o.o. in liquidation,
    • NYSAGAZ Sp. z o.o.
  • Indirect subsidiaries:
    • CHEMKOP Sp. z o.o. Kraków,
    • Zakład Gospodarki Mieszkaniowej Sp. z o.o.,
    • Zakład Separacji Popiołów Siekierki Sp. z o.o.,
    • Gas Assets Management Sp. z o.o. in formation.

The subsidiaries listed above, whose financial statements are immaterial for the reliable and fair presentation of financial position and financial performance of the Group, have been excluded from consolidation.

1.1.6. Management of the Parent Company

The Management Board is responsible for the management of the Parent Company. At 31 December 2014 the Management Board of the Company was comprised of the following members:

·   Mariusz Zawisza – President of the Management Board,
·   Jarosław Bauc – Vice-President of the Management Board,
·   Zbigniew Skrzypkiewicz – Vice-President of the Management Board,
·   Waldemar Wójcik – Vice-President of the Management Board,

Changes in the Management Board during the reporting period to the date of this opinion are described in the notes to the consolidated financial statements, see Note 1.6.

1.2. Auditor information

1.2.1. Key certified auditor information
Name and surname: Mariusz Kuciński
Registration number: 9802
1.2.2. Authorised auditor information
Name: PKF Consult Sp. z o.o.
Address: ul. Orzycka 6/1B, 02-695 Warsaw
Registration number: KRS 0000034774
Registration court: District Court for the City Warsaw in Warsaw, XIII Commercial Department of the National Court Register
Share capital: PLN 128,050
NIP number: 521-05-27-710

PKF Consult Sp. z o.o. is entered in the register of entities authorised to audit financial statements under number 477.

The consolidated financial statements have been audited in accordance with the contract dated 5 February 2013, concluded on the basis of a resolution of the Supervisory Board dated 23 January 2013 on the appointment of the auditor.

We audited the consolidated financial statements in the Parent’s head office during the period from 12 January 2015 to 19 February 2015.

Key certified auditor and PKF Consult Sp. z o.o. fulfill independence requirements as described in Article 56 points 3 and 4 of the Act on Certified Auditors and their Government, Audit Firms and Public Oversight dated 7 May 2009 (J.L. No 77, item 649 as amended).

1.3. Prior period consolidated financial statements

The consolidated financial statements as at and for the year ended 31 December 2013 were audited by PKF Consult Sp. z o.o. and received an unqualified opinion.

The consolidated financial statements were approved at the Shareholders’ Meeting of PGNiG on 15 May 2014.

The consolidated financial statements were submitted to the Registry Court on 22 May 2014.

1.4. Audit scope and responsibilities

This report was prepared for the Shareholders and the Supervisory Board of Polskie Górnictwo Naftowe i Gazownictwo S.A. with its registered office in Warsaw at ul. M. Kasprzaka 25 and relates to the consolidated financial statements comprising: the consolidated statement of financial position as at 31 December 2014, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, and notes to the consolidated financial statements, comprising of a summary of significant accounting policies and other explanatory information.

The Parent Company prepares its consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union on the basis of the decision of the General Meeting dated 15 December 2006.

We conducted the audit in accordance with section 7 of the Accounting Act, national standards on auditing issued by Polish National Council of Certified Auditors, and in matters not regulated by the national standards on auditing, by determining the detailed methodology for the planning and performing the audit, and if in doubt, the International Standards on Auditing.

The Management Board of the Parent Company is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, the requirements for issuers of securities admitted to trading on an official stock-exchange listing market and with other applicable regulations and preparation of the Report on the Company’s activities.

Our responsibility is to express an opinion and to prepare a supplementing report on the consolidated financial statements based on our audit.

The Management Board of the Parent Company submitted a statement, dated the same date as this report, as to the true and fair presentation of the consolidated financial statements presented for audit, which confirmed that there were no undisclosed matters that could significantly influence the information presented in the consolidated financial statements.

All required statements, explanations and information and all our requests for additional documents and information necessary for expressing our opinion and preparing the report were fulfilled.

The scope of the work planned and performed has not been limited in any way. The method and scope of our audit is detailed in working papers prepared by us and retained in the offices of PKF Consult Sp. z o.o.

1.5. Information on audits of the financial statements of the consolidated companies

The audited consolidated financial statements of the Group consist of the separate financial statements of the Parent Company and subsidiaries as at 31 December 2014, which were audited and given an opinion:

Entity’s name Authorised auditor Type of auditor’s opinion Method of consolidation /wyceny
BSiPG Gazoprojekt SA PKF Consult Sp. z o.o. Unqualified opinion Full
GK Exalo Drilling SA PKF Consult Sp. z o.o. Unqualified opinion Full
GEOFIZYKA Kraków SA PKF Consult Sp. z o.o. Unqualified opinion Full
GEOFIZYKA Toruń SA PKF Consult Sp. z o.o. Unqualified opinion Full
Geovita SA PKF Consult Sp. z o.o. Unqualified opinion Full
Operator Systemu Magazynowania Sp. z o.o. PKF Consult Sp. z o.o. Unqualified opinion Full
PGNiG Obrót Detaliczny Sp. z o.o. PKF Consult Sp. z o.o. Unqualified opinion Full
PGNiG Serwis Sp. z o.o. PKF Consult Sp. z o.o. Unqualified opinion Full
PGNiG Technologie SA PKF Consult Sp. z o.o. Unqualified opinion Full
PGNiG Termika SA PKF Consult Sp. z o.o. Unqualified opinion Full
GK Polska Spółka Gazownictwa Sp. z o.o. PKF Consult Sp. z o.o. Unqualified opinion(**) Full
PGNiG Finance AB Deloitte AB Unqualified opinion Full
GK PGNiG Sales & Trading GmbH PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprufungesellschaft Unqualified opinion(*) Full
PGNiG Upstream International AS Deloitte AS Unqualified opinion Full
Polish Oil And Gas Company Libya B.V. Deloitte Accountants B.V. No opinion (***) Full
GAS-TRADING SA MS Rewident No opinion Equity method
SGT EUROPOL GAZ SA PricewaterhouseCoopers Sp. z o.o. No opinion Equity method

* – unqualified opinion from audit on the consolidated package of PGNiG Sales & Trading GmbH.

** – an unqualified audit opinion was issued on the stand-alone financial statement of Polska Spółka Gazownictwa Sp. z o.o. and an unqualified review report was issued on the consolidation package of the Group Polska Spółka Gazownictwa.

*** – the assets of Polish Oil And Gas Company – Libya B.V. , except for cash, are written down

2. Financial analysis of the Company

2.1. Consolidated statement of financial position

ASSETS 2014-12-31
mln PLN
% of total 2013-12-31
mln PLN
% of total The change in %
(BZ-BO)/BO
NON-CURRENT ASSETS          
Property, plant and equipment 33,528 68.53% 33,033 68.27% 1.50%
Investment property 9 0.02% 9 0.02% 0.00%
Intangible assets 1,113 2.27% 1,164 2.41% -4.38%
Shares 856 1.75% 727 1.50% 17.74%
Other financial assets 243 0.50% 242 0.50% 0.41%
Deferred tax assets 1,783 3.64% 2,233 4.62% -20.15%
Other non-current assets 160 0.33% 71 0.15% 125.35%
  37,692 77.04% 37,479 77.46% 0.57%
CURRENT ASSETS          
Inventories 3,189 6.52% 3,378 6.98% -5.60%
Trade and other receivables 4,236 8.66% 4,086 8.44% 3.67%
Other assets 5 0.01% 48 0.10% -89.58%
Current financial assets 132 0.27% 171 0.35% -22.81%
Derivative financial instrument assets 567 1.16% 307 0.63% 84.69%
Cash and cash equivalents 2,958 6.05% 2,827 5.84% 4.63%
Assets held for sale 147 0.30% 88 0.18% 67.05%
  11,234 22.96% 10,905 22.54% 3.02%
TOTAL ASSETS 48,926 100,00% 48,384 100,00% 1.12%
 

 

LIABILITIES AND EQUITY 2014-12-31
mln PLN
% of total 2013-12-31
mln PLN
% of total The change in %
(BZ−BO)/BO
EQUITY          
Share capital 5,900 12.06% 5,900 12.19% 0.00%
Share premium 1,740 3.56% 1,740 3.60% 0.00%
Accumulated other comprehensive income -270 -0.55% -49 -0.10% 451.02%
Retained earnings/(deficit) 22,794 46.59% 20,856 43.11% 9.29%
Equity attributable to owners of the parent 30,164 61.65% 28,447 58.79% 6.04%
Equity attributable to non-controlling interests 5 0.01% 6 0.01% -16.67%
  30,169 61.66% 28,453 58.81% 6.03%
NON-CURRENT LIABILITIES          
Borrowings and other debt instruments 5,069 10.36% 5,385 11.13% -5.87%
Employee benefit obligations 604 1.23% 502 1.04% 20.32%
Provisions 1,803 3.69% 1,405 2.90% 28.33%
Deferred income 1,581 3.23% 1,533 3.17% 3.13%
Deferred tax liabilities 3,250 6.64% 3,210 6.63% 1.25%
Other non-current liabilities 77 0.16% 58 0.12% 32.76%
  12,384 25.31% 12,093 24.99% 2.41%
CURRENT LIABILITIES          
Trade and other payables 3,589 7.34% 4,033 8.34% -11.01%
Borrowings and other debt instruments 769 1.57% 2,276 4.70% -66.21%
Derivative financial instrument liabilities 593 1.21% 124 0.26% 378.23%
Current tax liabilities 191 0.39% 184 0.38% 3.80%
Employee benefit obligations 284 0.58% 375 0.78% -24.27%
Provisions 720 1.47% 645 1.33% 11.63%
Deferred income 227 0.46% 186 0.38% 22.04%
Liabilities related to assets held for sale - - 15 0.38% -
  6,373 13.03% 7,838 16.20% -18.69%
TOTAL LIABILITIES AND EQUITY 48,926 100.00% 48,384 100.00% 1.12%
 

2.2. Consolidated statement of comprehensive income

  2014
mln PLN
% of total sales 2013
mln PLN
% of total sales The change in %
(BO−BZ)/BO
Revenue 34,304 100.00% 32,044 100.00% 7.05%
Raw material and consumables used -21,229 -61.88% -19,873 -62.02% 6.82%
Employee benefits expense -2,827 -8.24% -3,214 -10.03% -12.04%
Depreciation and amortisation expense -2,502 -7.29% -2,463 -7.69% 1.58%
Services -2,843 -8.29% -2,808 -8.76% 1.25%
Work performed by the entity and capitalised 980 2.86% 983 3.07% -0.31%
Other income and expenses -2,040 -5.95% -1,520 -4.74% 34.21%
Total operating expenses -30,461 -88.80% -28,895 -90.17% 5.42%
Operating profit/(loss) 3,843 11.20% 3,149 9.83% 22.04%
Finance income 86 0.25% 69 0.22% 24.64%
Finance costs -432 -1.26% -465 -1.45% -7.10%
Share in net profit/loss of equity-accounted entities 129 0.38% -44 -0.14% -393.18%
Profit/(loss) before tax 3,626 10.57% 2,709 8.45% 33.85%
Income tax -804 -2.34% -789 -2.46% 1.90%
Net profit/(loss) 2,822 8.23% 1,920 5.99% 46.98%
  2014
mln PLN
% of total sales 2013
mln PLN
% of total sales The change in %
(BO−BZ)/BO
Net profit/(loss) 2,822 8.23% 1,920 5.99% 46.98%
Other comprehensive income that will be reclassified
to profit or loss once specific conditions are met,
relating to:
-197 -0.57% 5 0.02% -4040.00%
Exchange differences on translating foreign operations 18 0.05% -53 -0.17% -133.96%
Hedge accounting -265 -0.77% 72 0.22% -468.06%
Deferred tax 50 0.15% -14 -0.04% -457.14%
Other comprehensive income that will not be
reclassified to profit or loss, relating to:
-24 -0.07% 98 0.31% -124.49%
Actuarial gains/(losses) on employee benefits -32 -0.09% 117 0.37% -127.35%
Deferred tax 8 0.02% -19 -0.06% -142.11%
Other comprehensive income, net -221 -0.64% 103 0.32% -314.56%
Total comprehensive income 2,601 7.58% 2,023 6.31% 28.57%
 

2.3. Selected financial ratios

      2014 2013 2012
1. Return on sales % 8.2% 6.0% 7.8%
  (result on sale / net revenues) ×100        
2. Return on equity % 9.4% 6.7% 8.2%
  (net result / average equity) ×100        
3. Debtor’s days number of days 45 41 60
  (average trade receivables net *365 days) / net revenues        
4. Debt ratio % 38.3% 41.2% 43.3%
  (liabilities and provisions for liabilities / total equity and liabilities) ×100        
5. Current ratio   1.7 1.4 1.1
  (current assets / current liabilities)        
 

3. Detailed report

3.1. Accounting principles, method of consolidation, correctness of the documentation for consolidation

The method of calculating goodwill arising on consolidation is described in the introduction to the consolidated financial statements.

The Parent Company maintains current documentation describing the accounting principles applied by the Group and adopted by the Management Board of the Parent Company, to the extent required by Article 10 of the Accounting Act.

The consolidated financial statements were prepared on the basis of the consolidation documentation prepared completely and correctly, in accordance with the requirements of the Decree of the Ministry of Finance dated 25 September 2009 on the principles for the preparation of consolidated financial statements of a capital group by companies other than banks and insurance companies (J.L. of 2009, No 169, item 1327).

The consolidated financial statements were prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and with other applicable regulations. The accounting principles were presented in the notes to the consolidated financial statements to the extent required by International Financial Reporting Standards as adopted by the European Union.

In view of the fact that not all entities being part of the Group apply common accounting principles consistent with the accounting principles applied by the Parent Company, appropriate adjustments to the financial statements of those entities were made to ensure consistency with the accounting principles applied by the Parent Company, for consolidation purposes.

3.2. Introduction and supplementary information and explanations to the consolidated financial statements

All information included in the introduction and the supplementary information and explanations to the consolidated financial statements is, in all material respects, presented correctly and completely. The introduction and supplementary information and explanations should be read in conjunction with the consolidated financial statements.

3.3. Report on the Group’s activities

The Report of the Management Board of the Parent Company on the Group’s activities includes, in all material respects, the information required by Article 49 of the Accounting Act and by the Decree of the Ministry of Finance dated 19 February 2009 on current and periodic information provided by issuers of securities and the conditions for recognition as equivalent information required by the law of a non-Member State (J.L. of 2014, item 133) and the information is consistent with the consolidated financial statements.

3.4. Consolidation of equity and calculation of minority interest

The share capital of the Group is equal to the share capital of the Parent Company.

Other equity items of the Group are determined by adding the equity balances of subsidiaries included in the consolidated financial statements, in the proportion reflecting the Parent Company’s share in the subsidiaries’ equity as at the balance sheet date, to the corresponding positions of the equity of the Parent Company. Only equity of the subsidiaries arising after the Parent Company obtained control of the subsidiary is included in the equity of the Group.

Minority interests in subsidiaries included in the consolidated financial statements were determined based on the minority shareholders’ share in the subsidiaries’ equity as at the balance sheet date.

3.5. Consolidation eliminations

Intercompany balances within the Group, sales between entities and other intercompany operating revenues and expenses, financial revenues and expenses, unrealised profits that were capitalised, dividends and the results of sales of all or part of shares in subsidiaries were eliminated on consolidation.

The consolidation eliminations were based on the accounting records of Polskie Górnictwo Naftowe i Gazownictwo S.A. and agreed with information received from the subsidiaries.

3.6. Information on the opinion of the independent auditor

Based on our audit of the consolidated financial statements of the Group as at and for the year ended 31 December 2014, we have issued an unqualified opinion.

Mariusz Kuciński Certified Auditor No 9802, Key Certified Auditor, on behalf of PKF Consult Sp. z o.o., registration number 477
ul. Orzycka 6/1B 02-695 Warsaw

Warsaw, 19 February 2015