We have audited the consolidated financial statements

Wien Energie GmbH, Vienna

for the financial year from 1st October 2008 to 30th September 2009. These consolidated financial statements include the Consolidated Balance Sheet as at 30th September 2009, the Consolidated Profit and Loss Account and the Consolidated Statement of Changes in Equity for the financial year to 30th September 2009 as well as the Notes to the Consolidated Financial Statements. Section 275 of the Austrian Commercial Code applies with regard to our responsibility and liability as an auditor vis-à-vis the Company and third parties.

Responsibility of the legal representatives of the Company for the Consolidated Financial Statements in conjunction with the accounting records

The accounting records, preparation and content of the financial statements as well as the management report are, according to Austrian company law, the responsibility of the company’s legal representatives. This responsibility includes: The design, implementation and maintaining of an internal control system, insofar as this is important for the compiling of consolidated financial statements and presenting a true and fair view of the assets, financial position and earnings of the company such that these consolidated financial statements are free of material misstatements, whether due to intentional or unintentional errors; the selection and application of suitable accounting policies; and the submission of estimates which, taking into account the given framework conditions, appear appropriate.

Responsibility of the auditor and description of the nature and scope of the statutory audit

Our responsibility consists of issuing an auditing opinion about these consolidated financial statements based on our audit. Our audit was conducted in accordance with the applicable Austrian legal regulations and the principles of professional auditing. These standards require that we uphold professional conduct and plan and perform the audit in a manner such that we can form a reasonable opinion as to whether the financial statements are free of material misstatement. An audit includes the implementation of auditing actions to obtain auditing evidence in respect of the amounts and other details given in the consolidated financial statements. The choice of auditing actions is left to the discretion of the auditor, taking into account his assessment of the risk of material misstatements occurring, whether due to intentional or unintentional errors. In assessing this risk, the auditor takes into account the internal control system, insofar as it is important for compiling the consolidated financial statements and presenting a true and fair view of the assets, financial position and earnings of the company, in order to determine suitable auditing actions, taking account of the framework conditions, not however to submit an auditing opinion about the effectiveness of the company’s internal control system. Furthermore, the audit also includes the assessment of the appropriateness of the accounting principles applied and material estimates made by the legal representatives of the company, as well as the evaluation of the overall financial statement presentation. We believe that we have obtained sufficient and suitable auditing evidence, such that our audit provides a reasonable basis for our opinion.

Unqualified audit opinion

The results of our audit gave no grounds for objection. On the basis of the knowledge gained during the audit, in our judgement the consolidated financial statements comply with the legal regulations and present a true and fair view of the company’s assets and financial position as at 30th September 2009 and the company’s earnings and cash flow in the financial year from 1st October 2008 to 30th September 2009, in accordance with Austrian accounting standards.

Statement on the Group Management Report

In line with Austrian legal regulations, the Group Management Report is to be audited as to whether it is consistent with the consolidated financial statements and whether other details given in the group management report give a misleading impression of the group’s financial position. The audit certificate is also required to include a statement as to whether the Group Management Report is consistent with the consolidated financial statements.

In our opinion, the Group Management Report is consistent with the consolidated financial statements.

Vienna, 2nd December 2009

B D O A u x i l i a T r e u h a n d G m b H

Auditors and Tax Consultants

Karl Bruckner                                  Johann Seidl

Certified Public Accountant         Certified Public Accountant