TRANSLATORS’ EXPLANATORY NOTE
The
English
content
of
this
report
is
a
free
translation
of
the
registered
auditor’s
report
of
the
below-
mentioned
Polish
Company.
In
Poland
statutory
accounts
as
well
as
the
auditor’s
report
should
be
prepared
and
presented
in
Polish
and
in
accordance
with
Polish
legislation
and
the
accounting
principles
and
practices generally adopted in Poland.
The
accompanying
translation
has
not
been
reclassified
or
adjusted
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way
to
conform
to
the
accounting
principles
generally
accepted
in
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but
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terminology
current
in
Anglo-Saxon
countries
has
been
adopted
to
the
extent
practicable.
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interpreting
the
terminology, the Polish language version is binding.
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., Andersia Business Center, Plac Andersa 7, 61-894
Poznań, Polska, T: +48 (61) 851 1500, F: +48 (61) 851 1501, www.pwc.com
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., entered in the National Court Register maintained by the District Court for the
Capital City of Warsaw under entry number KRS 0000750050, Tax Identification Number 526-021-02-28. The company’s registered office is at ul.Polna 11, Warsaw,
Poland.
Independent Registered Auditor’s Report
To the General Shareholders’ Meeting and the Supervisory Board of ENEA S.A.
Report on the audit of financial statements
Our opinion
In our opinion, the accompanying annual financial statements:
•
give a true and fair view of the financial position of ENEA S.A (the “Company”) as at 31
December 2021 and the Company’s financial performance and the cash flows for the year then
ended in accordance with the applicable International Financial Reporting Standards as adopted
by the European Union and the adopted accounting policies;
•
comply in terms of form and content with the laws applicable to the Company and the Company’s
Articles of Association;
•
have been prepared on the basis of properly maintained books of account in
accordance with the
provisions of Chapter 2 of the Accounting Law of 29 September 1994 (the “Accounting Act”).
Our opinion is consistent with our additional report to the Audit Committee issued on the date of this
report.
What we have audited
We have audited the annual financial statements of ENEA S.A. which comprise:
•
the statement of financial position as at 31 December 2021;
and the following prepared for the financial year from 1 January to 31 December 2021:
•
the statement of comprehensive income;
•
the statement of changes in equity;
•
the statement of cash flows, and
•
the additional information and explanations, including a description of the adopted accounting
policies and other explanatory notes.
Basis for opinion
Basis for opinion
We conducted our audit in accordance with the National Standards on Auditing in the wording of the
International Standards on Auditing as adopted by the resolution of the National Council of Statutory
Auditors (“NSA”) and pursuant to the Law of 11 May 2017 on Registered Auditors, Registered Audit
Companies and Public Oversight (the “Law on Registered Auditors”) and the Regulation (EU) No.
537/2014 of 16 April 2014 on specific requirements regarding the statutory audit of public-interest
entities (the “EU Regulation”). Our responsibilities under NSA are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
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Independence
We are independent of the Company in accordance with the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the
International Ethics Standards Board for Accountants (IESBA Code) as adopted by resolution of the
National Council of Statutory Auditors and other ethical requirements that are relevant to our audit of
the financial statements in Poland. We have fulfilled our other ethical responsibilities in accordance
with these requirements and the IESBA Code. During the audit, the key registered auditor and the
registered audit firm remained independent of the Company in accordance with the independence
requirements set out in the Act on Registered Auditors and in the EU Regulation.
Our audit approach
•
The
overall materiality threshold adopted for
the purposes of our audit was set at PLN 69
million which represents 1% of Revenue
from sales and other income
•
We have audited the annual financial
statements of the Company for the period
ended 31 December 2021
•
Impairment of shares in subsidiaries
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where the Company’s
Management Board made subjective judgements; for example, in respect of significant accounting
estimates that involved making assumptions and considering future events that are inherently
uncertain. As in all of our audits we also addressed the risk of management override of internal
controls, including among other matters, consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
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aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall materiality for the financial statements as a whole, as set out in the table below.
These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any,
both individually and in aggregate on the financial statements as a whole.
Overall Company
materiality
1% of revenue from sales and other income
(determined at the
planning stage)
Rationale for the
materiality benchmark
applied
The Company's operating result is negative and, in our opinion, it does
not reflect the scale of the Company's operations. Taking into account
two principal types of the Company's activities (trading in electricity and
holding activities), we adopted materiality threshold calculated on the
basis of revenue from sales and other income as the lower of revenue
from sales and net assets. We adopted a 1% materiality threshold,
because, based on our professional judgement, it lies within the range
of acceptable quantitative materiality thresholds
.
We agreed with the Audit Committee that we would report to them misstatements identified during our
audit above PLN 6.9 million, as well as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period. They include the most significant identified
risks of material misstatements, including the identified risks of material misstatement resulting from
fraud. These matters were addressed in the context of our audit of the financial statements as
a whole, and in forming our opinion thereon. We do not provide a separate opinion on these matters.
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Responsibility of the Management and Supervisory Board for the financial statements
The Management Board of the Company is responsible for the preparation, based on the properly
maintained books of account of the annual financial statements that give a true and fair view of the
Company’s financial position and results of operations, in accordance with International Financial
Reporting Standards as adopted by the European Union, the adopted accounting policies, the
applicable laws and the Company’s Articles of Association, and for such internal control as the
Management Board determines is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Company’s Management Board is responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Management Board either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Company’s Management Board and members of the Supervisory Board are obliged to ensure
that the financial statements comply with the requirements specified in the Accounting Act of 29
September 1994 (“the Accounting Act”).
Members of the Supervisory Board are responsible for overseeing the financial reporting process.
Auditor’s responsibility for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the NSA will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence economic decisions of users taken on the
basis of these financial statements.
The scope of the audit does not include an assurance on the Company’s future profitability nor the
efficiency and effectiveness of the Company’s Management Board conducting its affairs, now or in
future.
As part of an audit in accordance with NSA, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Company’s Management Board.
•
Conclude on the appropriateness of the Company’s Management Board’s use of the going
concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
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based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the Audit Committee regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied
From the matters communicated to the Audit Committee, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Other information, including the report on the operations
Other information
Other information comprises a Report on the Company’s and ENEA Group’s operations for the
financial year ended 31 December 2021 (“the Report on the operations”) and the corporate
governance statement and the statement on non-financial information referred to in Article
49b(1)
of
the Accounting Act which are separate parts of the Report on the operations, and the Annual Report
for the financial year ended 31 December 2021 (“the Annual Report”) (together “Other Information”).
Other information does not include the financial statements and our auditor’s report thereon.
Responsibility of the Management and Supervisory Board
The Management Board of the Company is responsible for the preparation of the Other Information in
accordance with the law.
The Company’s Management Board and the members of the Supervisory Board are obliged to ensure
that the Report on the operations of the Company including its separate parts complies with the
requirements of the Accounting Act.
Registered auditor’s responsibility
Our opinion on the financial statements does not cover the Other Information.
In connection with our audit of the financial statements, our responsibility is to read the Other
Information and, in doing so, consider whether the Other Information is materially inconsistent with the
information in the financial statements, our knowledge obtained in our audit, or otherwise appears to
be materially misstated. If, based on the work performed, we identified a material misstatement in the
Other Information, we are obliged to inform about it in our audit report. In accordance with the
requirements of the Law on the Registered Auditors, we are also obliged to issue an opinion on
whether the Report on the operations has been prepared in accordance with the law and is consistent
with information included in annual financial statements.
Moreover, we are obliged to issue an opinion on whether the Company provided the required
information in its corporate governance statement and to inform whether the Company prepared a
statement on non-financial information.
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If we identify a material misstatement in the Annual Report, we are obliged to inform the Company’s
Supervisory Board of this fact.
Opinion on the Report on the operations
Based on the work we carried out during our audit, in our opinion, the Report on the operations of the
Company:
•
has been prepared in accordance with the requirements of Article 49 of the Accounting Act and
para. 70 of the Regulation of the Minister of Finance dated 29 March 2018 on current and
periodical information submitted by issuers of securities and conditions for considering as
equivalent the information required under the legislation of a non-Member State (“Regulation on
current information”);
•
is consistent with the information in the financial statements.
Moreover, based on the knowledge of the Company and its environment obtained during our audit, we
have not identified any material misstatements in the Report on the operations of the Company and
the remaining Other information.
Opinion on the corporate governance statement
In our opinion, in its corporate governance statement, the Company included information set out in
para. 70.6 (5) of the Regulation on current information. In addition, in our opinion, information specified
in paragraph 70.6 (5)(c)–(f), (h) and (i) of the said Regulation included in the corporate governance
statement are consistent with the applicable provisions of the law and with information included in the
financial statements.
Information on non-financial information
In accordance with the requirements of the Act on the Registered Auditors, we confirm that the
Company has prepared a statement on non-financial information referred to in Article
49b(1)
of the
Accounting Act as a separate section of the Report on the operations.
We have not performed any assurance work relating to the statement on non-financial information and
we do not provide any assurance with regard to it.
Report on other legal and regulatory requirements
Opinion on the requirements of Article 44 of the Power Industry Law
The Management Board of the Company is responsible for preparing regulatory financial information
in accordance with the requirements of Article 44 of the Energy Law of 10 April 1997 (“Energy Law”).
In accordance with Article 44 of the Energy Law, we are obliged to audit regulatory financial
information and to issue an opinion required by the Power Industry Law.
Regulatory financial information has been presented in Note 35 to the financial statements. Our audit
did not cover an evaluation as to whether the information required to be disclosed under the Energy
Law is sufficient to ensure equal treatment of consumers and to eliminate cross-subsidization between
segments.
In our opinion, the relevant
statements of financial position
as at 31 December 2021 included in the
regulatory financial information (explanatory note no. 35) and statements of comprehensive income for
the year then ended prepared separately for each of the operating segments comply, in all material
respects, with the requirements referred to in Article 44(2) of the Energy Law, in terms of ensuring the
equal treatment of users and elimination of cross-subsidization between segments.
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Statement on the provision of non-audit services
To the best of our knowledge and belief, we declare that the non-audit services we have provided to
the Company and its subsidiaries are in accordance with the applicable laws and regulations in Poland
and that we have not provided any non-audit services prohibited under Article 5(1) of the EU
regulation and Article 136 of the Law on Registered Auditors.
The non-audit services which we have provided to the Company and its subsidiaries during the
audited period are disclosed in the Report on the Company’s operations.
We were first appointed to audit the annual financial statements of the Company by resolution of the
Supervisory Board dated 19 December 2017 and re-appointed by resolution dated 28 January 2021.
We have been auditing the Company’s financial statements without interruption since the financial
year ended 31 December 2018, i.e. for four consecutive years.
The Key Registered Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska
spółka z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of Registered
Audit Companies with the number 144., is Borys Malinowski: