IMPSA S.A. — Annual Report 2002

Sep 19, 2003

IMPSA CBK Projects B.V.

Amsterdam

Annual report 2002

IMPSA CBK Projects B.V.

Table of contents page

Annual report

Report of the management 3

Accounts

Balance sheet as at December 31, 2002 4

Profit and loss account for the year 2002 5

Notes to the accounts as at December 31, 2002 6 - 8

Other information

Appropriation of results 9

Subsequent events 9

Auditors´ report 10

IMPSA CBK Projects B.V.

Report of the management

The management herewith presents to the shareholder the accounts of IMPSA CBK Projects B.V. (hereinafter: “the Company”) for the year 2002.

General

The Company is a limited liability company incorporated under the laws of The Netherlands and acts as a holding company.

Overview of activities

During the year the Company did not star up new activities.

Results

The net asset value of the Company as at December 31, 2002 amounts to EUR 119.312 (2001: EUR 190.797).

The result for the year 2002 amounts to a loss of EUR 71.485 (2001: EUR 29.736 loss)

Future outlook

The management is of the opinion that the present level of activities will be maintained during the next financial year.

Rotterdam, April 2003

Directors

E.M. Pescarmona G.F. Rossi

J.C. Fernández MeesPierson Intertrust B.V.

F.R. Valenti

IMPSA CBK Projects B.V.

Balance sheet as at December 31, 2002

(Before the proposed appropriation of the result and expressed in euro´s)

Notes 31-12-2002 31-12-2001

Fixed assets

Financial fixed assets

Interests in group entities 1 140.544 171.300

Total fixed assets 140.544 171.300

Current assets

Cash at banks 2 76 25.359

Total current assets 76 25.359

Current liabilities (due within one year)

Amounts due to group entities 3 8.607 -

Accruals and deferred income 4 12.701 5.862

Total current liabilities 21.308 5.862

Current assets less current liabilities (21.232) 19.497

Net asset value 119.312 190.797

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

Capital and reserves 5

Paid-up and called up share capital 18.250 18.250

Share premium account 260.000 260.000

Other reserves (87.453) (57.717)

Unappropriated results (71.485) (29.736)

Total shareholders` equity 119.312 190.797

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

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

IMPSA CBK Projects B.V.

Profit and loss account for the year 2002

Notes 2002 2001

(Expressed in euro´s)

Holding activities

Result interests in group entities 6 (30.756) -

(30.756) -

Other financial income and expenses

Other interests income 7 84 188

Total other income and expenses 84 188

Other income and expenses

General and administrative expenses 8 (40.813) (29.924)

Total other income and expenses (40.813) (29.924)

Result before taxation (71.485) (29.736)

Corporate income tax - -

Result after taxation (71.485) (29.736)

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

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

IMPSA CBK Projects B.V.

Notes to the accounts for the period ended December 31, 2002

General

The Company was incorporated as a limited liability company under the laws of The Netherlands on 14 September 2000 and has its statutory seat in Amsterdam. The ultimate holding company is Industrias Metalurgicas Pescarmona Sociedad Anonima, Argentina.

The principal activity of the Company is to act as a holding company.

Basis of presentation

The accompanying accounts have been prepared in accordance with accounting principles generally accepted in The Netherlands, the most significant of which are as follows:

1. Financial fixed assets

Interests in group entities are valued at historical cost. Permanent impairment of cost price with net asset value will lead to a diminution in value to this lower market value.

1. Foreign currencies

Other assets and liabilities in foreign currencies are translated into euro´s at their exchange rates prevailing on the balance sheet date. Transactions in foreign currencies are translated into euro´s at the exchange rates in effect at the time of the transactions. The resulting currency exchange rate differences are taken to the profit and loss account.

1. Assets and liabilities

All other assets and liabilities are shown at face value, unless stated otherwise in the notes.

1. Consolidation

In conformity with article 408, Book 2 of the Dutch Civil Code, the Company does not prepare consolidated annual accounts. The annual accounts of the Company and its subsidiaries are included in the consolidated accounts of the ultimate holding company, which are filed with the Chamber of Commerce in Amsterdam.

1. Recognition of income

Dividends from group entities are recorded as income when received. Other income and expenses, including taxation, are recognised and reported on accrual basis.

1. Corporate income tax

Provisions for taxation have been made in accordance with the standard ruling practice for holding companies in The Netherlands. Final corporate income tax assessments have been received for the financial years through 2001.

IMPSA CBK Projects B.V.

31-12-2002 31-12-2001

EUR EUR

Balance sheet

1 Interests in group entities

Name Domicile Owned

CBK Power Corporation Philippines 99,99% 140.544 171.300

140.544 171.300

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

The Company has made use of article 389.9, Book 2 of the Dutch Civil Code, which enables departure from valuing subsidiaries at equity value if the Company forms part of an international group which values its subsidiaries at cost.

Movements in the interests in group entities have been as follows:

Balance as per 1 January 171.300

Acquisitions -

Disposals -

Write down of book value (30.756)

Balance as per 31 December 140.544

==========

The net asset value per group entity is:

Name Domicile Owned

CBK Power Corporation Philippines 99,99% 140.544 173.800

140.544 173.800

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

2 Cash at banks

Current account 76 25.359

76 25.359

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

3 Amounts due to group entities

Accruals 8.607 -

8.607 -

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

4 Accruals and deferred income

Accruals 12.701 5.862

12.701 5.862

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

5 Capital and reserves

The authorised share capital of the Company amounts to EUR 90.760 divided into 9.076 shares of EUR 10 each. Issued and paid up are 1.825 shares of EUR 10.

	Share capital		Share premium		Other reserves		Unappr.results
Balance as per 01.01.2001	18.250		260.000		(57.717)		-
Paid-in / (repaid)
Transfer
Dividend
Result for the period							(29.736)
Balance as per 01.01.2002	18.250		260.000		(57.717)		(29.736)
Paid-in / (repaid)
Transfer					(29.736)		29.736
Dividend
Result for the period							(71.485)
Balance as per 31.12.2002	18.250		260.000		(87.453)		(71.485)

IMPSA CBK Projects B.V.

2002 2001

EUR EUR

Profit and loss account

6 Result interests in group entities

CBK Power Corporation 30.756 -

30.756 -

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

7 Other interest income

Bank interest on current accounts 84 188

84 188

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

6 General and administrative expenses

Management and administration fees 17.237 15.797

Tax advisory fees 12.790 4.262

Auditors fees 8.834 6.479

Legal fees 1.350 2.457

Bank charges 455 247

General expenses 147 171

Capital tax - 511

40.813 29.924

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

Staff numbers and employment costs

The Company has no employees and hence incurred no wages, salaries or related social security charges during the reporting period, nor during the previous year.

Directors

The Company has five (previous year: five) managing directors.

The Company has no (previous year: none) supervisory directors.

Rottterdam, April 2003

Directors

E.M. Pescarmona G.F. Rossi

J.C. Fernández MeesPierson Intertrust B.V.

F.R. Valenti

IMPSA CBK Projects B.V.

Other information

Appropriation of results

Subject to the provisions under Dutch law that no dividends can be declared until all losses have been recovered, other reserves and unappropriated results are at the disposal of the shareholder in accordance with the Company´s articles of association.

Furthermore, Dutch law prescribes that any profit distribution may only be made to the extent that the shareholder´s equity exceeds the amount of the issued capital and other reserves.

The management proposes to the shareholder to add the result for the year to the other reserves.

Subsequent events

No events have occurred since balance sheet date, which would change the financial position of the Company and which would require adjustment of or disclosure in the annual accounts now presented.

Deloitte

& Touche

To the Board of Directors of Impsa CBK Projects B.V.

Date From Reference

April 9, 2003 E.R. Termaten

Auditors´ report

Introduction

We have audited the financial statements of Impsa CBK Projects B.V., Rotterdam, for the year ended at 31 December 2002. 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. 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 presentation of the financial statements. 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 31 December 2002 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 of Book 2 of the Netherlands Civil Code.