IMPSA S.A. — Annual Report 2002

Sep 19, 2003

Impsa Construction and Services B.V.

Amsterdam

Annual report 2002

Impsa Construction and Services 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

Auditor´s report 10

Impsa Construction and Services B.V.

Report of the management

The management herewith presents to the shareholder the accounts of Impsa Construction and Services 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 311.315 (2001: EUR 111.929).

The result for the year 2002 amounts to a profit of EUR 80.187 (2001: 158.856 EUR profit)

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.V. Valenti

Impsa Construction and Services 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 1 307.523 307.523

Total fixed assets 307.523 307.523

Current assets

Cash at banks 2 38 678

Total current assets 38 678

Current liabilities (due within one year)

Amounts due to group entities 3 (37.163) 184.199

Accruals and deferred income 4 33.409 12.073

Total current liabilities (3.754) 196.272

Current assets less current liabilities 3.792 (195.594)

Net asset value 311.315 111.929

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

Capital and reserves 5

Paid-up and called up share capital 18.250 18.250

Share premium account 307.523 188.324

Other reserves (94.645) (253.501)

Unappropriated results 80.187 158.856

Total shareholders` equity 311.315 111.929

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

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

Impsa Construction and Services B.V.

Profit and loss account for the year 2002

Notes 2002 2001

(Expressed in euro´s)

Holding activities

Dividend from group entity 6 141.366 -

Result group entities 7 - 188.324

Result holding activities 141.366 188.324

Other financial income and expenses

Other interest income 8 10 14

Other income charges 9 (53) (148)

Currency exchange rate differences 10 (3.527) -

Total other financial income and expenses (3.570) (134)

Other income and expenses

General and administrative expenses 11 (57.609) (29.334)

Total other income and expenses (57.609) (29.334)

Result before taxation 80.187 158.856

Corporate income tax - -

Result after taxation 80.187 158.856

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

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

Impsa Construction and Services B.V.

Notes to the annual 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 August 5, 1999 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.

The exchange rate used in the annual account is:

USD US dollar 31.12.2002 31.12.2001

0,95511 1,13314

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 Rotterdam.

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 Construction and Services B.V.

31-12-2002 31-12-2001

EUR EUR

Balance sheet

1 Interests in group entities

Name Domicile Owned

Impsa Construction Corporation Philippines 99,99% 188.324 188.324

Kalayaan Power Management Co. Philippines 49,997% 119.199 119.199

307.523 307.523

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

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 307.523

Acquisitions -

Disposals -

Write down of book value -

Balance as per 31 December 307.523

==========

The net asset value per group entity is:

Name

Impsa Construction Corporation Philippines 99,99% 271.436 333.334

Kalayaan Power Management Co. Philippines 49,997% 245.191 270.747

516.627 604.081

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

2 Cash at banks

Current account 38 678

38 678

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

3 Amounts due to group entities

Intercompany account shareholder (37.163) 184.199

(37.163) 184.199

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

4 Accruals and deferred income

Accruals 33.409 12.073

33.409 12.073

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

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		188.324		(253.501)		-
Paid-in / (repaid)
Transfer			119.199
Dividend
Result for the period							158.856
Balance as per 01.01.2002	18.250		307.523		(253.501)		158.856
Paid-in / (repaid)
Transfer					158.856		(158.856)
Dividend
Result for the period							80.187
Balance as per 31.12.2002	18.250		307.523		(94.645)		80.187

Impsa Construction and Services B.V.

2002 2001

EUR EUR

Profit and loss account

6 Dividend from group entity

Kalayaan Power Management Corp. 141.366 -

141.366 -

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

7 Result group entities

Release provision for Impsa Construction Corp. - 188.324

• 188.324

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

8 Other interest income

Bank interest on current accounts 10 14

10 14

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

9 Other interest charges

Interest on bank overdrafts 53 148

53 148

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

10 Currency exchange rate differences

On other items (3.527) -

(3.527) -

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

11 General and administrative expenses

Tax advisory fees 22.781 1.135

Management and administration fees 22.137 16.941

Auditors fees 8.946 7.290

Legal fees 2.989 2.857

Bank charges 609 285

General expenses 147 171

Capital tax - 655

57.609 29.334

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

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.

Rotterdam, April 2003

Directors

E.M. Pescarmona G.F. Rossi

J.C. Fernández MeesPierson Intertrust B.V.

F.R. Valenti

Impsa Construction and Services 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 thatthe shareholder´s equity exceeds the amount of the issued capital and other reserves.

Tha 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 Constructions and Services B.V.

Date From Reference

April 9, 2003 E.R. Termaten

Auditors´ report

Introduction

We have audited the financial statements of Impsa Construction and Services B.V., Amsterdam, 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.