Nordea Bank Polska S.A. Capital Group. Consolidated Annual Report

Transcription

1 Nordea Bank Polska S.A. Capital Group Consolidated Annual Report 2005

2 Contents: Opinion of the Independent Auditor... 3 Report of the Independent Auditor... 6 Letter from the President of the Management Board Consolidated Annual Financial Statements Report of the Management Board on the Activities... 76

3 Nordea Bank Polska S.A. Capital Group Opinion of the Independent Auditor Financial Year ended 31 December 2005

4 To the General Meeting of Nordea Bank Polska S.A. We have audited the accompanying consolidated financial statements of Nordea Bank Polska S.A. Capital Group seated in Gdynia, Kielecka 2 St., consisting of the consolidated balance sheet as at 31 December 2005, with total assets of and total liabilities and equity of PLN 5,917,861 thousand, the consolidated profit and loss account for the year then ended with a net profit of PLN 30,140 thousand, the consolidated statement of changes in equity for the year then ended with an increase in equity of PLN 11,492 thousand, the consolidated cash flow statement for the year then ended with an increase in cash amounting to PLN 522,053 thousand and supplementary notes, comprising of significant accounting policies and other explanatory notes. The Management of the Parent Company is responsible for the preparation and true and fair presentation of the consolidated financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and in respect to matters that are not regulated by the above standards, in accordance with the accounting principles as set out in the Accounting Act dated 29 September 1994 (Official Journal from 2002, No. 76, item 694 with amendments) and respective bylaws and regulations, the requirements for issuers of securities admitted or sought to be admitted to trading on an official stock-exchange listing market. Our responsibility, based on our audit, is to express an opinion on these consolidated financial statements. We conducted our audit in accordance with section 7 of the Accounting Act dated 29 September 1994, the professional standards established by the Polish National Council of Certified Auditors and International Standards on Auditing. Those standards require that we plan and perform the audit to obtain a reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence and consolidation documentation supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles applied in the Group and significant estimates made by the management of the Parent Company, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the accompanying consolidated financial statements of Nordea Bank Polska S.A. Capital Group present fairly, in all material respects, the financial position of the Group as at 31 December 2005, the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, and in respect to matters that are not regulated by the above standards, in accordance with the accounting principles as set out in the Accounting Act dated 29 September 1994 and respective bylaws and regulations and the requirements for issuers of securities admitted or sought to be admitted to trading on an official stock-exchange listing market and the provisions of law that apply to the consolidated financial statements, applicable to the Group. Nordea Consolidated Annual Report 2005 Opinion of the Independent Auditor

5 As required under the Accounting Act dated 29 September 1994 we also report that the Report of the Management Board of the Parent Company on the Group s activities includes, in all material respects, the information required by Art. 49 of the Act and by the Decree of the Ministry of Finance dated 19 October 2005 on current and periodic information provided by issuers of securities (Official Journal from 2005, No 209, item 1744) and the information is consistent with the consolidated financial statements. Signed on the Polish original... Certified Auditor No. 9941/7390 Bożena Graczyk Signed on the Polish original... For KPMG Audyt Sp. z o.o. Chłodna 51 St.; Warsaw Certified Auditor No. 9941/7390 Bożena Graczyk Member of the Management Board Warsaw, 23 March 2006 Signed on the Polish original... For KPMG Audyt Sp. z o.o. Chłodna 51 St.; Warsaw Richard Cysarz Member of the Management Board Nordea Consolidated Annual Report 2005 Opinion of the Independent Auditor 5

6 Nordea Bank Polska S.A. Capital Group Report Supplementing the Auditor s Opinion on the Consolidated Financial Statements Financial Year ended 31 December 2005 Contents: 1 General Identification of the Group Information about companies included in the Group 1.3 Auditor information 1.4 Legal status 1.5 Prior period consolidated financial statements 1.6 Audit scope and responsibilities Information on audits of the financial statements of consolidated companies Financial analysis of the Group 2.1 Summary of the financial statements 2.2 Selected financial ratios 2.3 Interpretation of selected financial ratios Detailed report 3.1 Accounting principles 3.2 Basis for the preparation of the consolidated financial statements 3.3 Method of consolidation 3.4 Consolidation of equity and calculation of minority interest 3.5 Consolidation eliminations 3.6 Compliance with banking regulations 3.7 Audit materiality Supplementary notes, comprising of significant accounting policies and other explanatory notes Report of the Management Board of the Parent Company on the Group s activities Information on the opinion of the independent auditor... 14

7 1 General 1.1 Identification of the Group Name of the Group Nordea Bank Polska S.A. Capital Group Registered office of the Parent Company of the Group Kielecka 2 St Gdynia Registration of the Parent Company in the National Court Register Seat of the court: Regional Court in Gdańsk, XVI Commercial Department Date: 26 June 2001 Registration number: KRS Registration of the Parent Company in the Tax Office and Statistical Office NIP: REGON: Information about companies included in the Group Companies included in the consolidated financial statements As at 31 December 2005 the following companies belonging to the Group were subject to consolidation: Parent Company: Nordea Bank Polska S.A. Subsidiaries consolidated on the full consolidation basis: Inwestycje Kapitałowe S.A. 1.3 Auditor information KPMG Audyt Sp. z o.o. Chłodna 51 St Warsaw KPMG Audyt Sp. z o.o. is registered as a company authorised to audit financial statements (number 458). 1.4 Legal status Share capital The Parent Company was established for an indefinite period under the terms of its Statute dated 9 November The share capital of the Parent Company amounted to PLN 168,089,165 as at 31 December 2005 divided into 33,617,833 ordinary shares with a nominal value of PLN 5 each. Nordea Consolidated Annual Report 2005 Report of the Independent Auditor

8 As at 31 December 2005, the shareholder structure was as follows: NAME OF THE SHAREHOLDER Number of shares Number of voting rights (%) Nominal value of shares PLN 000 Percentage of share capital Nordea Bank AB % % Others % % Management of the Parent Company % % The Management Board is responsible for management of the Parent Company. At 31 December 2005, the Management Board of the Parent Company was comprised of the following members: Włodzimierz Kiciński President of the Board Asbjörn Høyheim Member of the Board Jacek Kalisz Member of the Board Kari Ojala Member of the Board Anna Rudnicka Member of the Board Sławomir Żygowski Member of the Board Mr Kazimierz Głowacki was a Member of the Management Board up to 20 October Scope of activities The business activities listed in the Parent Company s Statute include the following: receiving and maintaining current and term deposits, including accepting and placing cash deposits in domestic and foreign banks, maintaining other bank accounts, granting loans, granting and confirming guarantees and letters of credit, issuing banking securities, performing cash settlements, performing FX operations, agency services for cash transfers by residents abroad and settlements with non residents in Poland, performing particular bank activities on behalf of other banks in the area determinated by the Bank s Statue, performing cheque and bill of exchange operations, issuing payment cards and processing card operations, performing term financial operations, trading in receivables, safekeeping of goods and securities as well as providing access to safe deposit-boxes, performing operations related to the issue of securities. The business activities listed in the subsidiary, included in the Group, according to the Statute include the following: Construction works, Wholesale trade except mechanical vehicles and motorcycles, Financial services except Insurance and Pension Funds, Intermediary operations connected with financial services and insurance, Real estate services, Legal services, accounting services; advisory, management of holding, Advertisement, Recruitment of personnel. 1.5 Prior period consolidated financial statements The consolidated financial statements for the period ended 31 December 2004 were audited by KPMG Audyt Sp. z o.o. and received an unqualified opinion. Nordea Consolidated Annual Report 2005 Report of the Independent Auditor

9 The consolidated financial statements were approved at the General Meeting on 12 May The closing balances as at 31 December 2004 have been properly recorded as the opening balances of the audited year. Due to the changes in the applied accounting policies, resulting from the adoption of the accounting policies that are in compliance with International Financial Reporting Standards as adopted by the European Union the related corresponding figures for 31 December 2004 have been restated by the Parent Company. Furthermore, in accordance with IFRS 1, the Parent Company has elected not to restate the corresponding figures in order to comply with IAS 32, IAS 39 and IFRS 4. The adjustments resulting from changes in accounting policies, in order to comply with IAS 32, IAS 39 and IFRS 4, have been made to the opening balance of equity as at 1 January The consolidated financial statements were submitted to the Registry Court on 17 May 2005 and were published in Monitor Polski B No on 2 November Audit scope and responsibilities This report of the independent auditor was prepared for the General Meeting of Nordea Bank Polska S.A. Capital Group seated in Gdynia, Kielecka 2 St., and relates to the consolidated financial statements comprising: the consolidated balance sheet as at 31 December 2005, with total assets of and total liabilities and equity of PLN 5,917,861 thousand, the consolidated profit and loss account for the year then ended with a net profit of PLN 30,140 thousand, the consolidated statement of changes in equity for the year then ended with an increase in equity of PLN 11,492 thousand, the consolidated cash flow statement for the year then ended with an increase in cash amounting to PLN 522,053 thousand, and supplementary notes, comprising of significant accounting policies and other explanatory notes. The consolidated financial statements have been audited on the basis of the decision No. 25/2005 of the Supervisory Board dated 20 October 2005 on the appointment of the auditor. The consolidated financial statements have been audited in accordance with the contract dated 23 November We conducted the audit in accordance with section 7 of the Accounting Act dated 29 September 1994 (Official Journal from 2002, no 76, item 694 with amendments), the professional standards established by the Polish National Council of Certified Auditors and International Standards on Auditing. We have audited the consolidated financial statements in the Parent Company s head office during the period from 16 January 2006 to 23 March The Management of the Parent Company is responsible for the preparation and true and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and in respect to matters that are not regulated by the above standards, in accordance with the accounting principles as set out in the Accounting Act dated 29 September 1994 and respective bylaws and regulations, the requirements for issuers of securities admitted or sought to be admitted to trading on an official stock-exchange listing market. Our responsibility is to express an opinion, with a supplementing report, on these financial statements. On 23 March 2006 the Management Board of the Parent Company submitted a statement as to the true and fair presentation of the consolidated financial statements presented for audit, which confirmed that there were no undisclosed matters which could significantly influence the information presented in the consolidated financial statements for the audited year. All our requests for additional documents and information necessary for expressing our opinion and preparing the report have been fulfilled by the Management of the Parent Company. KPMG Audyt Sp. z o.o., the members of its Management Board and Supervisory Board and other persons involved in the audit of the consolidated financial statements fulfil independence requirements from the companies included in the Group. The scope of the work planned and performed has not been Nordea Consolidated Annual Report 2005 Report of the Independent Auditor

10 limited in any way. The method and scope of our audit is detailed in working papers prepared by us and retained in the offices of KPMG Audyt Sp. z o.o. 1.7 Information on audits of the financial statements of consolidated companies Parent Company The financial statements of the Parent Company for the year ended 31 December 2005 has been audited by KPMG Audyt Sp. z o.o., certified auditor number 458, and received an unqualified opinion Other consolidated entities ENTITY S NAME Authorised auditor Financial year end Type of the auditor s opinion Inwestycje Kapitałowe S.A. KPMG Audyt Sp. z o.o. 31 December 2005 audit in progress The financial statements of the subsidiary included in the consolidated financial statements, are being currently audited by KPMG Audyt Sp. z o.o. Total assets presented in the financial statements of this entity on 31 December 2005 amount to 0.05% of the total consolidated assets of the Group before consolidation eliminations and operating revenues of this entity for the financial year ended 31 December 2005 amount to 0.29% of the consolidated revenues of the Group, before eliminations of intercompany transactions. 2 Financial analysis of the Group 2.1 Summary of the financial statements Consolidated balance sheet ASSETS PLN 000 % of total PLN 000 % of total Cash, operations with the Central Bank % % Treasury bills and other bills eligible for rediscounting with the central bank % % Loans and advances to banks % % Loans and advances to customers % % Debt securities % 0.00% Shares % % Derivatives % % Investments in associates % % Intangible assets % % (therein Goodwill) % % Property, plant, and equipment % % Deferred tax assets % % Accruals % % Other assets % % TOTAL ASSETS % % Nordea Consolidated Annual Report 2005 Report of the Independent Auditor 10

11 EQUITY AND LIABILITIES Liabilities PLN 000 % of total PLN 000 % of total Deposits from other Banks % % Deposits from Customers % % Liabilities from issue of debt securities % % Derivatives % % Other liabilities % % Accruals % % Deferred tax liabilities % % Provisions % % Total liabilities % % Equity Shareholders equity % % Issued capital % % Share premium % % Reserves % % Retained earnings % 0.00% Net result current year % % Total equity % % TOTAL EQUITY AND LIABILITIES % % Consolidated profit and loss account PLN PLN 000 Interest and similar income Interest expense and similar charges Net interest income Fee and commission income Fee and commission expense Net fee and commission expense Result on fair value evaluation Change of shares value in related parties evaluated according to capital valuation method Other operating income Operating income General administrative expenses personnel expenses other administartive expenses Other operating expenses Operating expenses Impairement of loans and advances Gains on disposal of fixed assets Profit/(loss) before tax Income tax expense (current year) Profit/(loss) for the period Number of shares Basic earnings per share (PLN) Nordea Consolidated Annual Report 2005 Report of the Independent Auditor 11

12 2.2 Selected financial ratios PLN PLN 000 Total assets Gross profit Net profit Shareholder s equity* Return on equity 6.19% 1.15% Capital adequacy ratio 11.96% 11.60% Receivables to total asstes 84.06% 82.58% Income generating assets to total assets 94.97% 92.05% Interest bearing liabilities to total liabilities 89,85% 86,62% *excluding current year net profit 2.3 Interpretation of selected financial ratios The total assets as at 31 December 2005 increased by 15.7% in comparison to the total assets as at 31 December 2004 and amounted to PLN 5,917,861 thousand. The largest increase in assets included loans and advances to customers which increased by PLN 356,563 thousand (an increase of 9.7%). In liabilities and equity, the largest increase included deposits from customers of PLN 733,346 thousand (an increase of 24.5%). The net profit for the period from 1 January 2005 to 31 December 2005 amounted to PLN 30,140 thousand representing an increase on the corresponding year of PLN 24,392 thousand (424.4%). Total equity as at 31 December 2005 excluding current year net profit amounted to PLN 486,636 thousand which is 2.6% lower than the equity as at 31 December The change in equity of the Capital Group was a result of the adjustments resulting from changes in accounting policies due to the adoption of IFRS. 3 Detailed report 3.1 Accounting principles The Parent Company maintains current documentation describing the accounting principles applied in the Group, approved by the Management Board of the Parent Company. The accounting policies are described in the supplementary notes, comprising to the consolidated financial statements to the extent required by International Financial Reporting Standards as adopted by the European Union. The financial statements of the entity included in the consolidated financial statements were prepared at the same balance sheet date as the financial statements of the Parent Company. 3.2 Basis for the preparation of the consolidated financial statements The consolidated financial statements of the Nordea Bank Polska S.A. Group were prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and in respect to matters that are not regulated by the above standards, in accordance with the accounting principles as set out in the Accounting Act dated 29 September 1994 (Official Journal from 2002, No. 76, item 694 with amendments) and respective bylaws and regulations, the requirements for issuers of securities admitted or sought to be admitted to trading on an official stock-exchange listing market. Nordea Consolidated Annual Report 2005 Report of the Independent Auditor 12

13 The consolidated financial statements were based on consolidation documentation, including in particular: financial statements of the related entities, consolidation adjustments and eliminations, necessary to prepare the consolidated financial statements, 3.3 Method of consolidation The method of consolidation has been described in note 7 of the consolidated financial statements. 3.4 Consolidation of equity and calculation of minority interest The share capital of the Group is equivalent to the share capital of the Parent Company. Other equity items of the Group were determined by adding the equity balances of subsidiary included in the consolidated financial statements, in the proportion reflecting the percentage share of the Parent Company in the subsidiary s equity as at the balance sheet date to the corresponding positions of the equity of the Parent Company. Only the portion of equity of the subsidiaries, resulting after control of the Parent Company, is included in the equity of the Group. There is no minority interest since the Parent Company holds 100% of shares in the subsidiary. 3.5 Consolidation eliminations Intercompany balances within the Group were eliminated on consolidation. Sales between entities and other intercompany operating revenues and expenses and the financial revenues and expenses were eliminated on consolidation. The consolidation eliminations were based on the accounting records of Nordea Bank Polska S.A. and agreed with information received from the subsidiary. 3.6 Compliance with banking regulations Based on our audit we have not identified any significant deviations in the Nordea Bank Polska S.A. compliance with the banking regulatory norms pertaining among others to loan concentration, obligatory reserve and capital adequacy ratio. 3.7 Audit materiality We have planned and applied an appropriate level of precision in conducting our audit procedures in order to obtain reasonable assurance about whether the consolidated financial statements taken as a whole are free of material misstatements. 3.8 Supplementary notes, comprising of significant accounting policies and other explanatory notes All information included in the supplementary notes, comprising of significant accounting policies and other explanatory notes is presented accurately and completely. This information should be read in conjunction with the consolidated financial statements taken as a whole. 3.9 Report of the Management Board of the Parent Company on the Group s activities The Report of the Management Board of the Parent Company on the Group s activities includes, in all material aspects, the information required by Article 49 of the Accounting Act dated 29 September 1994 and by the Decree of the Ministry of Finance dated 19 October 2005 on current and periodic information provided by issuers of securities (Official Journal from 2005, No 209, item 1744) and the information is consistent with the consolidated financial statements. Nordea Consolidated Annual Report 2005 Report of the Independent Auditor 13

14 3.10 Information on the opinion of the independent auditor Based on our audit of the consolidated financial statements of the Group as at and for the year ended 31 December 2005, we have issued an unqualified auditor s opinion. Signed on the Polish original... Certified Auditor No. 9941/7390 Bożena Graczyk Signed on the Polish original... For KPMG Audyt Sp. z o.o. Chłodna 51 St.; Warsaw Certified Auditor No. 9941/7390 Bożena Graczyk Member of the Management Board Warsaw, 23 March 2006 Signed on the Polish original... For KPMG Audyt Sp. z o.o. Chłodna 51 St.; Warsaw Richard Cysarz Member of the Management Board Nordea Consolidated Annual Report 2005 Report of the Independent Auditor 14

15 Nordea Bank Polska S.A. Letter from the President of the Management Board

16 Dear Sir/Madam, In 2005 we became fully convinced of the benefits resulting from the merger between our Bank and LG Petro Bank S.A. carried out in By implementing the adopted development strategy Nordea Bank Polska increased its net profit over five times compared with the figures for The financial stability achieved in 2004 gave a stimulus to a faster growth in Undoubtedly the biggest success in 2005, apart from the net profit, was a considerable (as much as 16%) growth in the balance sheet total, which increased to more than PLN 5.9bn since The good financial result obtained in 2005 was also due to good cost control. With such control the rapid development of the Bank did not entail an increase in operating expenses, which were even 0.4% below the level in We also managed to reduce the staff costs by 3.4% and depreciation of fixed assets by 6%. In spite of the quick growth in the lending business, administrative expenses increased only insignificantly. Launching new financial products contributed to the growth in the balance sheet total. While in 2004 we became known on the market with modern bank assurance products, developed and sold in cooperation with Nordea Polska TUnŻ, in 2005 we launched entirely new products on the Polish market, which made our offer considerably more attractive. First of all, we have been one of the first banks in Poland to initiate the sale of participation units in foreign investment funds managed by the Nordea Group. The offer of three out of 32 Nordea 1, SICAV investment funds registered in Luxembourg launched in the spring of 2005 met with keen interest of the market and was welcomed by customers. The next stage in the enhancement of our savings products offer was the launch of a new product combining a traditional deposit with investment funds, called Nordea Hit. The creative solution and attractive investment conditions were quickly recognised by our customers. The new products have been an excellent supplement to the Nordea Investor policy launched in 2004 and modified in 2005, which has given investors access to 24 domestic and 3 foreign investment funds as well as individual pension insurance, on beneficial terms. The launch of new banking products in 2005 enabled us to achieve a great improvement in the quality of the credit portfolio. A considerable increase in the amount of extended mortgage loans is noteworthy. In spite of the pressure from the competitors we tripled our sales of mortgage loans compared to 2004 with our constantly improved products such as Nordea Habitat. In the first half of 2005 we conducted an intensive promotional campaign of Visa Classic and Visa Gold cards, while in the second half we launched MasterCard Aspirations Standard and Gold credit cards. In consequence of their good prices the products quickly gained recognition both among independent experts and customers of the Bank. By the end of 2005 we had issued over 4,000 credit cards. Moreover, Nordea Bank Polska became involved in the structural transformations accompanying Poland s accession to the European Union. We entered into a EUR 120m agreement with the European Investment Bank, which enables us to provide support by funding infrastructure developments and investment projects implemented by local governments as well as SMEs. We have joined the elite of banks involved in financing the transformation of Polish agriculture and the SME sector. We have targeted new customers through a network of 42 Bank branches located in major business centres of 11 voivodships. The branch network was optimised in previous years. The modern and safe data processing platform provides us with the expansion of our range of banking products and services, addressed to private, corporate and institutional customers. Nordea Consolidated Annual Report 2005 Letter from the President of the Management Board 16

17 The dynamic growth of the Bank in 2005 would not have been possible without improving the quality of our customer service. Independent experts are of the opinion that Nordea Bank Polska is the leader in the area of on-line transactions security, functionality and usability of IT solutions as well as the quality of the Call Centre operation. This high opinion has resulted in the interest of private and corporate customers in our e-banking services. It has been further supported by the launch of our own shopping mall at www. nordea.pl, which enables our customers to do their shopping on-line with secure payment solutions and obtain added value with discounts. In 2005, following the extension of the Call Centre, we increased our sales capacity through telemarketing. The quality of services offered by Nordea Bank was also appreciated by the US-based bank JP Morgan Chase, which honoured us with its Elite Quality Recognition Award in consideration of the level of errorfree transactions. As a result of the improvement in e-banking services we expanded our base of e-banking customers, both in retail and corporate sectors. In 2005 we worked hard on the development of our customer base. We also managed to reinforce our position in the Nordic Corporate segment. Compared with 2004 Nordea Bank Polska s share of banking business done with Nordic companies grew from 30 percent to 40 percent. The results of 2004 and the dynamic development of the Bank in 2005 were recognised by the independent consulting firm A.T. Kearney, which ranked our Bank among 100 most valuable companies in Poland in a ranking published by the Polish edition of Forbes magazine. As in previous years we will continue our efforts to improve the quality of assets and increase our share in the target market segments. Positive changes in Poland s economy and the growth rate expected in the coming years provide grounds for strengthening Nordea Bank Polska s position in the financial market. This will be facilitated by the wide range of modern financial products offered by our Bank and the ability to build partnership-based relations between the Bank and its long-standing and new customers. We intend to spend the year of 2006 reinforcing the Bank s market position, especially in e-banking and corporate banking. We are certain that we will manage to achieve this goal by developing our branch network, tailored to suit the needs and expectations of the current and prospective customers, which we plan to do in 2006, as well as with the constantly improved quality of service, modern financial services and innovative solutions, such as a secure electronic signature to be included in our offer in Q Our goals are consistent with the Bank s mission: Making it possible. I am convinced that we will succeed with the ambition of Nordea Bank Polska employees and the cooperation with our customers and shareholders. Yours faithfully Włodzimierz Kiciński President of Nordea Bank Polska SA Nordea Consolidated Annual Report 2005 Letter from the President of the Management Board 17

18 Nordea Bank Polska S.A. Capital Group Consolidated Annual Financial Statements Contents: Selected financial figures Consolidated Profit and Loss Account Consolidated Financial Statements of the Capital Group of Nordea Bank Polska S.A. 1. Consolidated Profit and Loss Account 2. Consolidated Balance Sheet 3. Statement of changes in consolidated equity 4. Consolidated cash flow statement 5. Explanatory notes on the consolidated financial statements 6. General information about the issuer 7. Significant accounting policies 8. Segment reporting Consolidated profit and loss account 9. Interest income and expenses 10. Net fee and commission income 11. Gains on items at fair value through profit and loss 12. Other income 13. Administrative expenses 14. Depreciation and amortisation 15. Impairment of loans and advances 16. Income tax expense 17. Earnings per share Consolidated balance sheet 18. Cash in hand and balances with central bank 19. Loans and advances to banks 20. Loans and advances to customers 21. Securities 22. Derivative financial instruments Investments in associates 24. Intangible assets 25. Property, plant and equipment 26. Deferred tax assets and liabilities 27. Prepayments 28. Other assets 29. Liabilities to banks 30. Liabilities to customers 31. Liabilities due to debt securities in issue 32. Other liabilities 33. Accruals 34. Provisions 35. Equity 36. Hedge accounting 37. Fair value 38. Contingent liabilities 39. Assets pledged as collateral 40. Operating lease 41. Consolidated cash flow statement supplementary information 42. Related entities 43. Events after the balance-sheet date 44. Important accounting estimates and judgements 45. Capital adequacy ratio 46. Risk Management 47. First time preparation of the financial statements according to the International Financial Reporting Standards (IFRS)

19 SELECTED FINANCIAL FIGURES period from 01/01/2005 to 31/12/2005 period from 01/01/2004 to 31/12/2004 period from 01/01/2005 to 31/12/2005 DATA RELATING TO THE CONSOLIDATED FINANCIAL STATEMENTS T EUR period from 01/01/2004 to 31/12/2004 Interest income Fee and commission income Gross profit (loss) Net profit (loss) Net cash flow for the year Total assets Liabilities to banks Liabilities to customers Total liabilities Total equity Number of shares Book value per share (PLN/EUR) Capital adequacy ratio Earnings per share (PLN/EUR) HIGHLIGHTS OF THE CONSOLIDATED FINANCIAL STATEMENTS (TEUR) CONSOLIDATED PROFIT AND LOSS ACCOUNT January- December 2005 T EUR January- December 2004 Change % Net interest income % Net fee and commission income % Gains on items at fair value through profit and loss % Other operating income % Administrative expenses % Staff costs % Other expenses % Depreciation % Impairment of loans and advances % Sale of fixed assets and intangible assets % Gross profit % Income tax expense % Net Profit for the year % Nordea Consolidated Annual Financial Statements of the Capital Group of Nordea Bank Polska S.A

20 CONSOLIDATED BALANCE SHEET January- December 2005 T EUR January- December 2004 Change % Cash in hand and balances with central bank % Loans and advances to banks % Loans and advances to customers % Investment securities % Investments in associates % Derivative financial instruments % Other banking assets % Total assets % Liabilities to banks % Liabilities to customers % Liabilities due to debt securities in issue % Derivative financial instruments % Other liabilities % Equity % Total liabilities and equity % SELECTED FIGURES AND RATIOS (31/12/2005) Earnings per share (EUR) 0.23 Share price; EUR 5.56 Capital adequacy ratio (%) Return on assets (%) 0.55 Return on equity (%) 5.95 Nordea Consolidated Annual Financial Statements of the Capital Group of Nordea Bank Polska S.A

21 CONSOLIDATED FINANCIAL STATEMENTS OF THE CAPITAL GROUP OF NORDEA BANK POLSKA S.A. 1 Consolidated Profit and Loss Account OPERATING INCOME 01/01/ /12/ /01/ /12/2004 Interest income Interest expenses Net interest income Fee and commission income Fee and commission expenses Net fee and commission income Gains on items at fair value through profit and loss Share in loss/profit in associates accounted for under the equity method Other income Total operating income OPERATING EXPENSES Administrative expenses staff costs other administrative expenses Depreciation and amortisation 14; 25; Total operating expenses Impairment of loans and advances Sale of fixed assets and intangible assets Gross profit (loss Income tax expense Net profit for the year /01/ /12/2005 T EUR 01/01/ /12/2004 Earnings per share Diluted earnings per share Nordea Consolidated Annual Financial Statements of the Capital Group of Nordea Bank Polska S.A

22 2. Consolidated Balance Sheet ASSETS 01/01/ /12/ /01/ /12/2004 Cash in hand and balances with central bank Treasury bills and other debt securities eligible for discounting with the central bank Loans and advances to banks Loans and advances to customers Debt securities Shares Derivative financial instruments Investments in associates Intangible assets (including goodwill) Property, plant and equipment Deferred tax assets Prepayments Other assets TOTAL ASSETS LIABILITIES 01/01/ /12/ /01/ /12/2004 Liabilities to banks Liabilities to customers Liabilities due to debt securities in issue Derivative financial instruments Other liabilities Accruals Deferred tax liabilities Provisions TOTAL LIABILITIES Equity Share capital Supplementary capital Reserve capital Accumulated Losses Net profit for the year Total equity TOTAL LIABILITIES AND EQUITY Nordea Consolidated Annual Financial Statements of the Capital Group of Nordea Bank Polska S.A

23 3. Statement of changes in consolidated equity Share capital Supplementary capital Reserve capital Retained earnings Net result of current year Total equity Opening balance as at 1 January Coverage of loss from previous period Distribution of retained earnings Measurement of assets recognised in equity Measurement of property plant and equipment Net result of current year Balance as at 31 December Adjustments resulting from the adoption of the IFRS Balance as at 31 December 2004 according to IFRS Share capital Supplementary capital Reserve capital Retained earnings Net result of current year Total equity Opening balance as at December 31, 2004 according to previously applied accounting principles Adjustments resulting from the adoption of the IFRS as at January 1, Balance as at 1 January 2005 according to the IFRS Distribution of retained earnings Net result of current year Measurement of financial assets Balance as at the end of 31 December Nordea Consolidated Annual Financial Statements of the Capital Group of Nordea Bank Polska S.A

24 4. Consolidated cash flow statement Operating activities note 01/01/ /12/ /01/ /12/2004 Net profit Operating activities Changes in operating assets Change in the value of Treasury bills and other government securities Change in loans to financial institutions Change in advances (lending business) Change in bonds and other debt securities Change in shares Change in derivative financial instruments Change in other assets except financial instruments Change in operating liabilities Change in deposits by credit institutions Change in deposits and borrowings from other institutions Change in debt securities in issue Change in other liabilities Cash flow from operating activities Investing activities Sale of investments in associates Acquisition of fixed assets Sale of fixed assets Acquisition of intangible assets Sale of intangible assets Change in other financial assets -63 Cash flow from investing activities Financing activities Repayment of loans taken out from financial institutions Other Cash flow from financing activities Cash flow for the year Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Balance sheet change in cash Explanatory notes on the consolidated financial statements 6. General information about the issuer Information on the Nordea Bank Polska S.A. Group The Group of Nordea Bank Polska S.A. ( Capital Group ) comprises: Nordea Bank Polska S.A., Bank parent company, Inwestycje Kapitałowe S.A.- subsidiary. Nordea Consolidated Annual Financial Statements of the Capital Group of Nordea Bank Polska S.A

25 The dominant entity of the Group is Nordea Bank Polska S.A., a joint stock company registered in Poland. Background information on the Capital Group companies: 1) Nordea Bank Polska S.A. the parent company Nordea Bank Polska Spółka Akcyjna, hereinafter referred to as the Bank, with its registered office in Gdynia at No. 2, Kielecka St., registered by the District Court in Gdańsk, 16th Business Division of the National Court Register on November 21, 1991 (register No.: KRS ); sector according to the classification applied by the Warsaw Stock Exchange: BANKS. The core business of Nordea Bank Polska S.A., based in Gdynia, according to the Polish Business Classification, is other banking activity (PKD A). The Bank provides universal banking services to all entities, both business and non-business, as well as natural persons. The Bank s shares are listed at the Warsaw Stock Exchange. 2) Inwestycje Kapitałowe S.A. subsidiary Nordea Bank Polska S.A. holds 100% of shares in Inwestycje Kapitałowe Spółka Akcyjna. Inwestycje Kapitałowe Spółka Akcyjna based in Gdańsk operates under its articles of association in the form of a notarized deed dated 14 October The Company was entered into the Commercial Register under a decision issued by the District Court XII Commercial Register Division in Gdańsk on 4 November 1994 in section B under number RHB The entry in the National Court Register was made on 27 September 2001 under number KRS The core business of the subsidiary is defined as other financial intermediation described in section 6523 of the EKD, secondary operations are defined as advisory services in the area of operations relating to the conducting of business and management, classified in the EKD in section Significant accounting policies Statement of compliance The annual consolidated financial statements of the Capital Group have been prepared in accordance with the requirements of the International Financial Reporting Standards (IFRS) as approved by the European Union, and as regards issues not provided therein - in accordance with the requirements of the Accounting Act of September 29, 1994 (Official Journal of 2002 No. 76 item 694, as amended) and enforcement regulations issued thereunder, as well as according to the requirements concerning the issuers of securities admitted to trading or in regard of which an application has been filed for admission to trading in an official stock market. These are the first annual consolidated financial statements of the Capital Group and they are subject to the provisions of IFRS 1. An explanation on how the transition to IFRS has affected individual items of the financial statements, the Group s financial standing and cash flows is presented in Note 47. Furthermore, the separate financial statements of the parent company have been drawn up in compliance with the International Financial Reporting Standards (IFRS). The separate financial statements of the parent company were also approved for publication on 23/03/2006. Standards that are issued and not yet effective IFRS 7 Financial Instruments Disclosures, which has been approved by the European Union, is not yet mandatory but will take effect as of 1 January The Bank has not applied IFRS 7 earlier, because in the opinion of the Management Board, the disclosures under IFRS 7 will not differ in any material respect from the disclosures under IAS 32 and IAS 30. Other standards or amendments to the existing standards and interpretations issued by the International Financial Reporting Standards Interpretation Committee, both the approved ones and the ones pending approval by the European Commission are either not applicable to the Bank s consolidated financial statements or would not have any material influence on these consolidated financial statements. Nordea Consolidated Annual Financial Statements of the Capital Group of Nordea Bank Polska S.A

26 The bases of preparation of the consolidated financial statements The consolidated financial statements are presented in Polish zloty (PLN) and rounded to the nearest thousand. These financial statements incorporate the concept of fair value of financial assets and financial liabilities measured at fair value through profit or loss, including derivative instruments, as well as financial assets classified as available-for-sale, except for such assets whose fair value cannot be reliably measured. Other financial assets and financial liabilities are carried at amortised cost (loans and advances, financial liabilities other than those measured at fair value through profit or loss) or at cost less any impairment losses. The preparation of the consolidated financial statements in compliance with the IFRS requires the management to make judgements, estimates and assumptions influencing its accounting policies and the presentation of the assets and liabilities, as well as the income and expenses. The estimates and assumptions are based on available historical data and a number of other factors that are deemed to be reasonable under the circumstances, the results of which constitute the basis for estimating the carrying amounts of the assets and liabilities that are not readily apparent from other sources. The estimates and the underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period when the estimate is revised, provided that such an estimation affects only that period, or in the period of the revision and in future periods if the revision affects both current and future periods. The accounting policies presented below have been applied to all the reporting periods presented in the consolidated financial statements, as well as in the adjustments to the opening balance according to the IFRS as at January 1, 2004 for the purpose of adoption of the IFRS. The accounting policies have been applied consistently by each of the Group entities. Principles of consolidation Subsidiary Subsidiaries are units that are controlled by Nordea Bank Polska S.A. Such control exists if the Group has the power, directly or indirectly, to govern the financial and operating policies of an enterprise so as to obtain economic benefits from its activities. The financial statements of subsidiaries are included in the consolidated statements from the date that control commences until the date that control ceases. Associates Associates are units under significant influence of the Group, whose financial and operating polices are not controlled by the Group. The consolidated financial statements comprise the Group s share in profits and losses of associates on an equity accounted basis from the date that significant influence commences until the date the significant influence ceases. Transactions eliminated on consolidation Intragroup balances and unrealised gains and losses or income and expenses resulting from intragroup transactions are excluded from the consolidated financial statements. Unrealised gains arising from transactions with associates or joint ventures are eliminated proportionally to the Group s interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains unless there is any evidence for impairment. Foreign currency transactions Transactions in foreign currencies are translated at foreign exchange rates applicable at the transaction date. Monetary assets and liabilities denominated in foreign currencies and stated at historical costs resulting from such transactions are translated at exchange rates effective at that date. Exchange differences arising from translation are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies and stated at historical costs are translated at the exchange rates prevailing at the transaction date. Non-monetary assets and liabilities denominated in foreign currencies and stated at fair value are translated to the currency of the financial statements at the foreign exchange rates applicable at the date when their fair value was measured. Nordea Consolidated Annual Financial Statements of the Capital Group of Nordea Bank Polska S.A