13 Jul - Plantaze a.d. Podgorica

Annual / Quarterly Financial Statement • Sep 2, 2003

Financial Statements

31 December 2002 and 2001

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CAM CAPITAL

Table of contents

Auditors' Report to the Shareholders Balance Sheets Statements of Profit and Loss Statements of Changes in Shareholders' Equity Statements of Cash Flows Notes to Financial Statements

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PAKET

Chartered Accountants

P.O. Box 493 GT, Century Yard Grand Cayman, Cayman Islands

Telephone: +1 345 949-4800 Telefax: +1 345 949-7164

E-mail: kpmg@kpmg.ky Website: www.kpmg.ky

AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the accompanying balance sheets of CAM Capital as of 31 December 2002 and 2001 and the related statements of profit and loss, changes in shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with International Standards on Auditing promulgated by the International Federation of Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2002 and 2001 and the results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards promulgated by the International Accounting Standards Board.

Chartered Accountants March 4, 2003

KPMG, a partnership established under Cayman Islands law, is a member of KPMG International, a Swiss association.

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CAM CAPITAL (Incorporated with Limited Liability in the Cayman Islands)

Balance Sheets

31 December 2002 and 2001

(Expressed in Euros)

	94,132	99,648
Other deposits in group companies (note 4)	459,140,400	299,700,000
Other assets (note 4)	2.098.206	1.375.105
Total assets	461.332.738	301.174.753

Shareholders' equity and liabilities

Shareholders' equity Share capital (note 5) Translation reserve Retained earnings Profit for the year

458,830,268	299,689,868
17,315	17,315
117,195	235
2,060,367	1,467,335

Total shareholders' equity	461,025,145	301,174,753
Liabilities
Other liabilities	307,593
Total shareholders' equity and liabilities	461,332,738	301,174,753
The accompanying notes form an integral part of the financial statements.
	Woulday
Mr. Juan Martínez-Abarca Ruiz de Funes	Mrs. Carmen Aguilar Rico

Mrs. Mª Fernanda Estrada Cervera

lise (Jack) Mrs. Susana Mercedes Gaete-Vargas

. In the United

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CAM CAPITAL (Incorporated with Limited Liability in the Cayman Islands)

Statements of Profit and Loss for the years ended 31 December 2002 and 2001

(Expressed in Euros)

Interest and similar income Deposits in group companies (note 4) 2001

2002

13,061,202

4,967,446

Foreign exchange profits	3,931	12,092,616
Foreign exchange losses	(18,159)	(12,076,666)
Commission income from group companies (note 6)		1,963
Financial margin	13,046,974	4,985,359
General administrative expenses	(74,712)	(105,571)
Profit for the year	12,972,262	4.879.788

The accompanying notes form an integral part of the financial statements.

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Status and

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CAM CAPITAL (Incorporated with Limited Liability in the Cayman Islands)

Statements of Changes in Shareholders' Equity for the years ended 31 December 2002 and 2001

(Expressed in Euros)

Euros
	Share Capital
Ordinary shares	Preference shares	Total	Translation reserve	Retained earnings	Profit for the year	Total

1 075

1298 229 - 229 - 12

Balance at 31 December 2000	1,075		1,075	(6)		229	1,298
Issue of Series A Preference shares		300,000,000	300,000,000				300,000,000
Series A issue expenses	t	(311,267)	(311,267)				(311,267)
Capitalisation of profit for 2000					229	(229)
Currency translation differences	60		60	17,321	6	4	17,387
Profit for the year					l	4,879,788	4,879,788
Preference share dividends						(3,412,453)	(3.412.453)
Balance at 31 December 2001	1,135	299,688,733	299,689,868	17,315	235	1.467.335	301,174,753
Issue of Series B Preference shares		159,600,000	159,600,000			*	159,600,000
Series B issue expenses		(459,600)	(459,600)				(459,600)
Capitalisation of profit for 2001					116,960	(116,960)
Profit for the year					l	12,972,262	12,972,262
Profitance doses divinands

					the first of the of the research and the research and the first a
Halance at 11 December 2002	A. L. M. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B. B.	458.829	9.133 458.830.268 17.315	217 195 195	SELL ATV SELECT PRODUCTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONS	401 1173 145 -

The accompanying notes form an integral part of the financial statements.

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CAM CAPITAL (Incorporated with Limited Liability in the Cayman Islands)

Statements of Cash Flows for the years ended 31 December 2002 and 2001

(Expressed in Euros)

Cash flows from operating activities Interest and commission income General administrative expenses

3,610,928 12,426,511 -- (105,571) (74,712)

2002

2001

Operating profit before changes in operating assets and liabilities	12,351,799	3,505,357
Increase in operating assets
Net increase in other deposits in group companies Net increase in other assets	(88.410)	(159,440,400) (299,700,000)
	(159,528,810) (299,700,000)
Increase/(decrease) in other liabilities	307.593	(9,098)
Net cash flows from operating activities		(146,869,418) (296,203,741)
Cash flows from financing activities
Ordinary shares issued		1,135
Preference shares issued, net of issue expenses	159,140,400	299,688,733
Preference share dividends		(12,262,270) (3,412,453)

146,878,130 296,277,415

Effects of exchange rate changes in cash and cash equivalents	(14,228)	16.653
Net increase in cash and cash equivalents	(5,516)	90,327
Cash and cash equivalents at the beginning of the year	99.648	9.321
Cash and cash equivalents at the end of the year	94.132	99.648

The accompanying notes form an integral part of the financial statements.

Notes to Financial Statements

31 December 2002 and 2001

Nature and Principal Activities (1)

CAM Capital (the "Company") is a limited liability company incorporated on 16 March 2001 for an indefinite period under the Companies Law of the Cayman Islands.

As at 31 December 2002 and 2001 the Company had no employees. The Company's

registered office is at P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, B.W.I.

The principal activities of the Company are to be a preference share issuing vehicle guaranteed by Caja de Ahorros del Mediterraneo and to perform other certain fund-raising transactions.

(2) Basis of Presentation and Significant Accounting Principles

The accompanying financial statements have been prepared in accordance with International Financial Reporting Standards promulgated by the International Accounting Standards Board (IASB), and interpretations issued by the Standing Interpretations Committee of the IASB.

At 1 January 2002, the Company changed its reporting and measurement currency from US Dollars to Euros, which has become the functional currency in which the Company operates.

Consequently, at 1 January 2002 the Company translated its accounting records from US Dollars to Euros using the Euro/US Dollar exchange rate at 31 December 2001. The comparative figures for 31 December 2001 have been translated to Euros using this rate. All resulting exchange differences have been recorded as equity in the translation reserve on the

balance sheets.

Significant accounting principles applied in the preparation of the financial statements are as follows:

Use of estimates (a)

The preparation of financial statements in accordance with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ from those estimates.

Notes to Financial Statements

(b) Recognition of income and expenses

Income and expenses are recognized on an accrual basis and not at the date of collection or payment.

Foreign currency transactions (c)

Transactions denominated in foreign currencies are translated to Euros at the rates of exchange in force at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated to Euros at the rates of exchange prevailing at the balance sheet dates. Any gains or losses arising as a result of currency translation are taken to income or expensed in the statements of profit and loss.

Financial instruments (d)

(i) Classification

Originated loans and receivables are loans and receivables created by the Company providing money to a debtor other than those created with the intention of short-term profit taking. Originated loans and receivables comprise other deposits in group companies.

(11) Recognition

Originated loans and receivables are recognized on the day they are transferred to the Company.

Measurement (111)

All non-trading financial liabilities, originated loans and receivables are measured at amortised cost less impairment losses. Amortised cost is

calculated on the effective interest rate method. Premiums and discounts are included in the carrying amount of the related instruments and amortised based on the effective interest rate of the instrument.

Specific instruments (1V)

Cash and cash equivalents

For the purposes of the statements of cash flows, cash and cash equivalents include short-term deposits with group companies and other banks.

Other deposits in group companies

Other deposits in group companies held by the Company are classified as originated loans and receivables.

Notes to Financial Statements

Preference Shares

Preference shares are classified as equity as they do not provide for mandatory redemption by the Company or give the holder the right to require the Company to redeem the shares.

Derecognition (e)

A financial asset is derecognised when the Company no longer has control over the

contractual rights that comprise the asset. This occurs when the rights are realized, expire or are surrendered. A financial liability is derecognised when it is extinguished.

Originated loans and receivables are derecognised on the day they are transferred by the Company.

(f) Impairment

Financial assets are reviewed at each balance sheet date to determine whether there is objective evidence of impairment. If any such indication exists, the asset's recoverable amount is estimated.

Capitalisation of Profit (3)

The Board of Directors will propose to the ordinary shareholder at the Annual General Meeting that the profit for the year ended 31 December 2002 after paying the preference share dividends, be taken to retained earnings. The profit for the year ended 31 December 2001 not distributed as preference share dividends, was appropriated to retained earnings in 2002.

(4) Other deposits in group companies

Amounts shown in this caption represent the funds, net of the expenses incurred, obtained from the issues of preference shares and deposited at Caja de Ahorros del Mediterráneo. Details of deposits are as follow:

			Interest rate		Euros
Issue	Deposit				Currency 31.12.02 31.12.01 31.12.02	31.12.01
	Serie A 290,700,000	e			3.413% 3.621% 299,700,000 299,700,000
	Serie B	ಲ	3.363%		159,440,400

59,140,400	299,700,000

Notes to Financial Statements

These deposits earn interest at a variable rate tied to the dividend rate for preference shares and will be repaid on redemption of such shares (see note 5).

Included in other assets as of 31 December 2002 and 2001 is accrued interest receivable on the deposits of Euro 1,991,209 and 1,356,518, respectively.

Total interest earned on these deposits during 2002 and 2001 amounts to Euro 13,061,202 and 4,967,446, respectively.

(5) Shareholders' Equity

At 31 December 2002 and 2001 the share capital of the Company is:

• US\$50,000 divided into 50,000 Ordinary Shares of US\$1 par value each of which (i) only 1,000 ordinary shares have been subscribed and fully paid by Caja de Ahorros del Mediterraneo. The holders of the ordinary shares have the right to receive notice, attend at and vote at general meetings of the Company. Save as described in the Company's Articles regarding the preference shareholders' rights to dividends, the ordinary shares confer on the holders the right to participate in the profits of the Company
• €1,200,000,000 divided into 2,000,000 non-voting preference shares of €600 par (ii) value each. Except for exceptional reasons as described in the Company's Articles, preference shares carry no right to receive notice, attend or vote at any general meeting of the Company. The holders are entitled to receive all dividends declared and paid by the Company. Upon winding up, the holders are entitled to a return of the nominal amount paid up on the preference shares in priority to any distribution of assets to the holders of ordinary shares.

On 16 August 2001, 500,000 Series A Preference Shares were issued, subscribed and fully paid.

On 16 August 2002, 266,000 Series B Preference Shares were issued, subscribed and fully paid.

Preference non-cumulative Series A dividends are being calculated at a three month Euribor plus a spread of 0.25%. Dividends on the shares are declared and payable in arrears on 15 February, 15 May, 15 August and 15 November of each year.

Notes to Financial Statements

Preference non-cumulative Series B dividends are being calculated at a three month Euribor plus a spread of 0.2%. Dividends on the shares are declared and payable in arrears on 15 February, 15 May, 15 August and 15 November of each year.

The Company has no contractual obligation to declare dividends, but the holders of preference shares are entitled to any dividends declared.

These preference shares shall be redeemable at the option of the Company in whole

or in part, with the prior consent of Caja de Ahorros del Mediterraneo (the guarantor) and the Bank of Spain, at the nominal value plus the accrued dividends, no sooner than five years from the issue date.

Caja de Ahorros del Mediterráneo guarantees the payment of dividends and redemption price of the preference shares. These shares are listed on the AIAF Market in Madrid, Spain.

Dividends paid in 2002 and 2001 amount to Euro 12,262,270 and 3,412,453, respectively.

(6) Commission income from group companies

Commission income represents amounts billed for services rendered to Caja de Ahorros del Mediterráneo.

(7) Taxation

There are no taxes on income or gains in the Cayman Islands and the Company has received an undertaking from the Governor in Council of the Cayman Islands exempting it from all local income, profits and capital taxes until 2020. Accordingly, no provision for income taxes is included in these financial statements.

Notes to Financial Statements

(8) Fair value of Financial Instruments

For certain of the Company's financial instruments, including cash and cash equivalents, other assets and other liabilities, the carrying value approximates fair value due to the immediate or short-term maturity of these financial instruments.

Other deposits in group companies (i)

The fair value of other deposits is not practicable to determine as the maturity date is not determinable.

Fair value estimates are made at a specific point in time, based on market conditions and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgement and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

(a) Risk Management Disclosures

(i) Market and credit risk

In the normal course of its business, the Company sells preferences shares which may result in market and credit risks, the amounts of which are not apparent from the financial statements.

Market risk is the risk that changes in interest rates and foreign exchange rates will affect the positions held by the Company. A risk exists that the Company may not be able to readily dispose of its holdings when it chooses and also that the price obtained on disposal may be below that at which the investment is included in the Company's financial statements. Credit risk is the risk of counterparty default. Financial assets which potentially expose the Company to credit risk mainly consist of cash and cash equivalents, other assets and other deposits in group companies.

The amount of credit exposure is represented by the carrying amount of the assets on the balance sheet.

Except for deposits with other banks, the counterparty of the financial assets exposed to credit risk is the sole shareholder.

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Notes to Financial Statements

(ü) Liquidity risk

Liquidity risk arises in the general funding of the Company's activities and in the management of positions. It includes both the risk of being unable to fund assets at appropriate maturities and rates and the risk of being unable to liquidate an asset at a reasonable price and in an appropriate time frame.

The deposits in group companies and the preference shares will mature at the same time.

Interest rate risk (iii)

The Company's operations are not subject to the risk of interest rate fluctuations to the extent that interest-earning assets and dividends-bearing equity mature or reprice at the same time. In the case of floating rate instruments the Company is not exposed to basis risk, which is the difference in repricing characteristics of the various floating rate indices due that are referred to the same references.

At any time, the interest earned on the deposits in group companies equals the dividends paid on preference shares plus a margin.

Currency risk (iv)

The Company is not exposed to significant currency risk through transactions in foreign currencies.

Subsequent events (a)

On 15 February 2003, the Company paid a preference share dividend amounting to Euro

3,877,660.