We have audited the consolidated financial statements compiled by MVV Energie AG, Mannheim, consisting of the balance sheet, the income statement, the statement of changes in equity, the cash flow statement, the segment report and the notes to the consolidated financial statements, as well as the group management report, for the financial year from 1 October 2004 to 30 September 2005. The preparation and the content of the consolidated financial statements and the group management report are the responsibility of the company's executive board. Our responsibility involves expressing an opinion on the basis of our audit as to whether the consolidated financial statements are in compliance with International Financial Reporting Standards (IFRS).

We conducted our audit of the consolidated financial statements according to German auditing regulations and took due account of the principles governing the proper auditing of financial statements promulgated by the German Institut der Wirtschaftsprüfer and with additional consideration of the International Standards on Auditing. These standards require that the audit be planned and executed in such a way that it can be assessed with reasonable assurance that the consolidated financial statements are free of any material misstatements. Knowledge of the business activities and of the economic and legal environment of the Group and expectations as to any possible misstatements are taken into consideration when determining the audit procedures. The evidence supporting the amounts and disclosures made in the consolidated financial statements is examined on a test basis within the framework of the audit. The audit includes an assessment of the accounting principles applied and of significant estimates made by the executive board, as well as an evaluation of the overall presentation of the consolidated financial statements. We believe that our audit provides a sufficiently secure basis for our opinion.

In our opinion, the consolidated financial statements compiled by MVV Energie AG, Mannheim, for the financial year from 1 October 2004 to 30 September 2005 provide a true and fair view of the net asset, financial position, results of operations and cash flows of the Group for the financial year in accordance with IFRS.

Our audit, which also extended to the group management report compiled by the executive board for the financial year from 1 October 2004 to 30 September 2005, has not led to any objections. In our opinion, the group management report in conjunction with the other disclosures made in the consolidated financial statements provides a suitable portrayal of the position of the Group and adequately depicts the risks of its future development. We further confirm that the consolidated financial statements and group management report for the financial year from 1 October 2004 to 30 September 2005 satisfy the conditions required for the exemption of the company from its duty to compile consolidated financial statements and a group management report in accordance with German law.


Mannheim, 18 November 2005

Deloitte & Touche GmbH
Wirtschaftsprüfungsgesellschaft


Greiner                        Krämer
Wirtschaftsprüfer        Wirtschaftsprüfer