We have audited the consolidated financial statements, comprising the balance sheet, the income statement, segment reporting and the statement of changes in shareholders’ equity and cash flows as well as the notes to the financial statements, prepared by the company MVV Energie AG, Mannheim, for the business year from October 1, 2001 to September 30, 2002. The preparation and the content of the consolidated financial statements are the responsibility of the company’s executive board. Our responsibility is to express an opinion whether they are in accordance with International Accounting Standards (IAS) based on our audit.

We conducted our audit of the consolidated financial statements in accordance with German auditing regulations and generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftspprüfer (IDW) as well as in accordance with the International Standards on Auditing (ISA). Those standards require that we plan and perform the audit such that it can be assessed with reasonable assurance whether the consolidated financial statements are free of material misstatements. Knowledge of the business activities and the economic and legal environment of the Group and evaluations of possible misstatements are taken into account in the determination of audit procedures. The evidence supporting the amounts and disclosures in the consolidated financial statements are examined on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements of the company MVV Energie AG, Mannheim, for the business year from October 1, 2001 to September 30, 2002, give a true and fair view of the net assets, financial position, results of operations and cash flows of the Group for the business in accordance with IAS.