IMPSA S.A. — Annual Report 2001

Jun 20, 2002

Industrias Metalúrgicas Pescarmona B.V.

Annual report 2001

Industrias Metalúrgicas Pescarmona B.V.

Index

Contents page

Annual financial statements

Balance sheet 3

Profit and loss account 4

Notes to the annual financial statements 5 - 7

Additional information

Appropriation of results 8

Auditors´ report 9

Industrias Metalúrgicas Pescarmona B.V.

BALANCE SHEET AS AT DECEMBER 31, 2001

(after appropriation of result)

Notes 31-12-2001 31-12-2000

EUR EUR

ASSETS

FIXED ASSETS

Financial fixed assets 1 8.627.266 785

Total fixed assets 8.627.266 785

CURRENT ASSETS

Other receivables 2 0 8

Cash and banks 3 0 7.040

Total current assets 0 7.048

Total assets 8.627.266 7.833

===========================

30-09-2001 31-12-2000

EUR EUR

LIABILITIES

SHAREHOLDER`S EQUITY

Issued and paid-up share capital 4 18.250 18.250

Share premium 5 8.626.481 0

Accumulated deficit 6 (111.310) (36.215)

Total shareholder`s equity 8.533.421 (17.965)

CURRENT LIABILITIES

Cash and banks 3 381 0

Intercompany account shareholder 7 32.535 7.535

Accrued liabilities 8 60.929 18.263

Total current liabilities 93.845 25.798

Total liabilities 8.627.266 7.833

===========================

Industrias Metalúrgicas Pescarmona B.V.

PROFIT AND LOSS ACCOUNT

FOR THE PERIOD JANUARY 1 UNTIL DECEMBER 31, 2001

01-01-2001 / 01-01-2000/

31-12-2001 31-12-2000

EUR EUR

REVENUES

Deposit-and bank interest 38 80

Total revenues 38 80

EXPENSES

Management and administration expenses 16.644 10.729

Auditors / tax consultants 7.761 13.931

Civil law notary 2.857 2.221

General expenses 171 157

Bank charges 254 439

Capital tax 47.446 0

Total expenses 75.133 27.477

Income before income taxes (75.095) (27.397)

Provision for income taxes 0 0

Net result (75.095) (27.397)

===========================

Industrias Metalúrgicas Pescarmona B.V.

NOTES TO THE ANNUAL FINANCIAL STATEMENTS

General

The company was incorporated on October 22, 1999 and is a wholly owned subsidiary of Industrias Metalurgicas Pescarmona Sociedad Anonima Industrial Comercial Y. Financiera (Argentina).

The company`s main activity is holding shares in CBK Company Ltd.

Basis of presentation

The accompanying annual financial statements have been prepared under the historical cost convention in accordance with accounting principles generally accepted in the Netherlands.

Assets and liabilities denominated in foreign currencies are translated into EUR at period end exchange rates. Transactions in foreign currencies are translated at rates on transaction dates.

Accounting policies

Investments are stated at cost or lower market value.

Interest income and expenses are accounted for using the accrual method.

All other assets and liabilities are stated at face value if not mentioned otherwise.

Industrias Metalúrgicas Pescarmona B.V.

NOTES TO THE BALANCE SHEET AS AT DECEMBER 31, 2001

Perc. of 31-12-2001 31-12-2000

Holding EUR EUR

1. Financial fixed assets

Partnership : CBK Power Company LTD , Philippines 37,00 785 785

Capital contribution for the amount of USD 7.621.496,22 8.626.481 0

dated December 27, 2001

8.627.266 785

==========================

According to the Financial Statements of CBK Power Company Limited

as of December 31, 2001 the equity amounts to P 3.089.546.166 (EUR 67.976.813)

and the result for the year 2001 amounts to P 1.077.502.424 (EUR 23.707.424)

2. Other receivables

Bank interest 0 8

0 8

==========================

3.Cash and banks

Fortis Bank (Nederland) NV

Current account EUR (381) 7.040

(381) 7.040

==========================

4. Issued and paid-up share capital

Authorised share capital:

9.076 shares with a nominal value of EUR 10.- per share 90.760 90.760

==========================

Issued and paid-up share capital:

1.825 shares with a nominal value of EUR 10.- per share 18.250 18.250

==========================

5. Share premium

The amount of EUR 8.626.481 relates to the amount that has been invested by the shareholders of the company

In CBK Power Company Limited, which should be considered as additional paid in capital.

6. Accumulated deficit

Opening balance (36.215) (8.818)

Result for the period (75.095) (27.397)

Balance (111.310) (36.215)

==========================

7. Intercompany account shareholder

Intercompany account with shareholder 32.535 7.535

==========================

Industrias Metalúrgicas Pescarmona B.V.

NOTES TO THE BALANCE SHEET AS AT DECEMBER 31, 2001

31-12-2001 31-12-2000

EUR EUR

8. Accrued liabilities

Management and administration Fee MeesPierson B.V. 4.154 6.826

Civil law notary 2.108 595

Tax consultants 3.981 6.432

Auditors 3.240 4.300

Bank charges 0 110

Capital Tax 47.446 0

60.929 18.263

==========================

9. Promise of future contributions

Subject to the terms and conditions of the Agreement of Limited Partnership by and among CBK Power

Corporation, EME Kalayaan B.V., EME Caliraya B.V., Industrias Metalurgicas Pescarmona B.V. and

Corporacion Impsa B.V. the company currently has undertaken a promise to contribute approximately

$33,84 million to the Partnership during 2002 in the manner and according to the structure

set forth in the agreement.

Amsterdam, April 2002

Directors

E.M. Pescarmona G.F. Rossi

J.C. Fernández MeesPierson Trust B.V.

F.R. Valenti

Industrias Metalúrgicas Pescarmona B.V.

Additional information

Auditors ´ report

Reference is made to the Auditors´ report hereinafter.

Appropriation of results

According to article 20 of the company`s statutes, the result for the year

is at the disposition of the shareholders at the general meeting.

The net loss for the year 2001 is EURO : 75.095

Deloitte

& Touche

To the directors of

Industrias Metalúrgicas Pescarmona B.V.

Date Reference

April 9, 2001 E.R. Termaten

Auditors´ report

Introduction

We have audited the financial statements of Industrias Metalúrgicas Pescarmona B.V.at Amsterdam for the year ended December 31, 2001. 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 audit.

Scope

We conducted our audit in accordance with auditing standards generally accepted in the Netherlands. These standards require that we plan and perform audit to obtain reasonable assurance as to 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 audit provides a reasonable basis for our opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the company as at December 31, 2001 and of the result for the year then ended in accordance with accounting principles generally accepted in the Netherlands and comply with the financial reporting requirements included in Part 9, Book 2 of the Netherlands Civil Code.