partex financial statements 2010

CONSOLIDATED FINANCIAL STATEMENTS

PARTEX OIL AND GAS(HOLDINGS) CORPORATION

31 December, 2009 and 2008

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AUDITORS’ REPORTCONSOLIDATED FINANCIAL STATEMENTS

INTRODUCTION

1. We have audited the consolidated financial statements of Partex Oil and Gas (Holdings) Corporation which

comprise the consolidated statement of financial position as at 31 December, 2009 (showing total as-

sets of USD 1,391,303,680 and total equity of USD 1,181,290,854, including a consolidated net profit of USD

46,398,808), and the consolidated statement of comprehensive income, the cash flows, and the changes in

equity for the year then ended and the corresponding notes to the financial statements.

RESPONSIBILITIES

2. The Board of Directors is responsible for the preparation of the consolidated financial statements in ac-

cordance with the International Financial Reporting Standards (lFRS) as adopted by the European Union, that

present fairly, in all material respects, the consolidated financial position of the Group companies included in

the consolidation, the consolidated results of its operations, the consolidated cash flows, the consolidated

changes in equity and the consolidated statement of comprehensive income, as well as for the adoption of

adequate accounting policies and criteria and maintaining an appropriate system of internal control.

3. Our responsibility is to express an independent opinion on those consolidated financial statements

based on our audit.

SCOPE

4. We conducted our audit in accordance with the Technical Standards and Guidelines issued by the

Portuguese Institute of Statutory Auditors (“Ordem dos Revisores Oficiais de Contas”), which require that

we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial

statements are free of material misstatements . Accordingly our audit includes:

- verification that the financial statements of the companies included in the consolidation have been

properly audited and the verification, on a test basis, of the documents underlying the figures and

disclosures contained therein, and an assessment of the estimates made, based on judgments and

criteria defined by the Board of Directors, used in preparation of the referred financial statements;

- verification of the consolidation procedures.

- evaluation of the appropriateness of the accounting principles used and of their disclosure, taking into

account the applicable circumstances;

- assessing the applicability of the going concern principle; and

- assessing the overall adequacy of the consolidated financial statements presentation.

5. We belive that our audit provides a reasonable basis for our opinion.

OPINION

6. In our opinion, the consolidated financial statements referred to above, present fairly in all material

respects, the consolidated financial position of Partex Oil and Gas (Holdings) Corporation as at 31 December

2009, the consolidated results of its operations, the consolidated cash flows, the consolidated changes

in equity and the consolidated comprehensive income for the year then ended, in accordance with the

International Financial Reporting Standards as adopted by the European Union.

Lisbon, 3 May, 2010

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KPMG & AssociadosSociedades de Revisores Oficiais de Contas, S.A. (nº189)

Represented byAna Cristina Soares Valente Dourado

(ROC nº1011)

4 | 5 The financial statements are to be read in conjunction with the notes to and forming part of the financial statements set out on pages 9 to 39.

Notes2009USD

2008 USD

Oil and gas sales 865,064,423 1,505,361,988

Cost of oil and gas sales (815,978,024) (1,415,661,428)

Oil and gas revenue, net 49,086,399 89,700,560

Other operating income 3 29,092,835 51,536,358

Administrative expenses 4 (18,727,374) (18,205,741)

Depreciation and amortisation 5 (15,579,220) (8,598,123)

Provisions 20 (884,442) (701,594)

Impairment losses 6 (24,080,656) (9,869,146)

Other costs and expenses 7 (214,109) (605,189)

Operating profit 18,693,433 103,257,125

Net exchange gains/(Iosses) 24,760,703 (32,031,882)

Interest and similar income 8 3,654,587 10,744,917

Interest expense and similar charges 9 (292,841) (1,260,945)

Net gains from available for sale assets 10 106,173 891,148

Profit before tax 49,922,055 81,600,363

Income tax expense 21 (523,247)

Profit for the year 46,398,808 81,600,363

Other comprehensive income

Net change in fair value of available-for-sale financial assets

94,991,431 4,515,831

Net change in fair value of available-for-sale financial assets transferred to profit or loss

(106,173) (891,148)

Foreign currency translations differences for foreign operations

(7,288,670) 4,738,332

Other comprehensive income for the year 87,596,588 8,363,015

Total comprehensive income for the year 133,995,396 89,963,378

PARTEX OIL AND GAS (HOLDINGS) CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the years ended 31 December. 2009 and 2008

Notes 2009USD

2008USD

Assets

Non-current assets

Intangible assets 11 194,245,790 119,671,209

Property, plant and equipment 12 119,989,551 90,192,410

Financial assets 13 762,255,909 654,208,109

Loans and advances 13 123,357,553 93,845,578

Other non-current receivables 14 2,723,149 2,668,488

Deferred tax assets 21 2,205,571

1,204,777,523 960,585,794

Current assets

Inventories 15 4,368,747 21,093,685

Current tax assets 507,371 226,552

Trade receivables 16 97,003,823 66,866,630

Other receivables 5,984,462 7,954,603

Cash and cash equivalents 17 78,661,754 177,766,285

186,526,157 273,907,755

Total assets 1,391,303,680 1,234,493,549

Equity

Share capital 18 50,000 50,000

Reserves and retained earnings 19 1,181,240,854 1,067,245,458

1,181,290,854 1,067,295,458

Non-current liabilities

Provisions 20 8,238,408 6,221,468

Deferred tax liabilities 21 2,523,800

Other payables 23 41,364,538 1,400,011

52,126,746 7,621,479

Current liabilities

Trade payables 16 93,532,623 99,383,705

Calouste Gulbenkian Foundation payable 22 20,081,526 42,559,595

Provisions 20 510,000

Other payables and accrued expenses 24 43,761,931 17,633,312

157,886,080 159,576,612

Total Equity and Liabilities 1,391,303,680 1,234,493,549


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December, 2009 and 2008

The financial statements are to be read in conjunction with the notes to and forming part of the financial statements set out on pages 9 to 39.


CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY

for the years ended 31 December, 2009 and 2008

Share Capital

USD

Share premium and legal reserve

USD

Fair value reserve

USD

Translation differences

USD

Accumulated profit

USDTotal USD

Balance at 1 January 2008 50,000 34,160 ,685 552,053,514 (1,247,781) 434,815,662 1,019,832,080

Total comprehensive income for the year Profit for the year

81,600,363 81,600,363

Other comprehensive incomeChange in fair value of available-for-sale financial assets

3,624,683 3,624,683

Translation difference 4,738,332 4,738,332

Total comprehensive income for the year

3,624,683 4,738,332 81,600,363 89,963,378

Transactions with owners

Dividend (42,500,000) (42,500,000)

Balance at 31 December, 2008 50,000 34,160,685 555,678,197 3,490,551 473,916,025 1,067,295,458

Balance at 1 January, 2009 50,000 34,160,685 555,678,197 3,490,551 473,916,025 1,067,295,458

Total comprehensive income for the year Profit for the year

46,398,808 46,398,808

Other comprehensive incomeChange in fair value of available-for-sale financial assets

94,885,258 94,885,258

Translation difference (7,288,670) (7,288,670)

Total comprehensive income for the year

94,885,258 (7,288,670) 46,398,808 133,995,396

Transactions with owners

Dividend approved in 2009 (20,000,000) (20,000,000)

Balance at 31 December 2009 50,000 34,160,685 650,563,455 (3,798,119) 500,314,833 1,181,290,854

6 | 7 The financial statements are to be read in conjunction with the notes to and forming part of the financial statements set out on pages 9 to 39.

2009USD

2008USD

Cash flows from operating activities

Profit for the year 46,398,808 81,600,363

Adjustment for non cash transactions:

Movement in provisions 3,841,264 701,594

Increase / (decrease) in pension provision (381,795) 260,941

Current tax assets (280,819) (226,552)

Other non-current receivables (54,661) (119,885)

Deferred tax assets (2,205,571)

Deferred tax liabilities 2,523,800

Depreciation and amortisation 15,579,220 8,598,123

Increase in impairment provision 24,080,656 9,869,146

Discounted interest (2,221,498) (2,912,171)

Trade receivables (30,137,193) 64,442,673

Other receivables 1,970,141 5,955,763

Inventories 16,724,938 (18,596,051)

Trade payables (5,851,082) (16,035,446)

Calouste Gulbenkian Foundation payable 21,931 (1,340,439)

Other payables 26,128,619 (3,824,941)

96,136,758 128,373,118

Cash flows from investing activities

Purchase of investments (40,453,019) (40,353,291)

Acquisition of property, plant and equipment (127,301,014) (48,267,207)

(167,754,033) (88,620,498)

Cash flows from financing activities

Dividens paid (42,500,00) (32,400,000)

Non-current liabilities 39,964,527

Pensions paid (265,540) (334,066)

Other provisions, payments (666,989) (108,840)

Net cash used in financing activities (3,468,002) (32,842,906)

Translation adjustments (24,019,254) 18,685,539

Net change in cash and cash equivalents (99,104,531) 25,595,253

Cash and cash equivalents at 1 January 177,766,285 152,171,032

Cash and cash equivalents at 31 December 78,661,754 177,766,285


CONSOLIDATED STATEMENT OF CASH FLOWS

for the years ended 31 December, 2009 and 2008

The financial statements are to be read in conjunction with the notes to and forming part of the financial statements set out on pages 9 to 39.

1_CORPORATION’S AFFILIATION AND ACTIVITY

The Corporation, registered in the Cayman Islands, is a wholly owned subsidiary of the Fundação Calouste

Gulbenkian, a charitable foundation established under the laws of Portugal.

The Corporation was set up in April 1998 with the purpose of holding investments in the oil and gas and

energy industries.

2_SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the preparation of the consolidated financial statements of

Partex Oil and Gas (Holdings) Corporation are set out below:

2.1 - Basis of preparation

The consolidated financial statements as at 31 December 2009 and for the prior period have been prepared

in accordance with Intemational Financial Reporting Standards (IFRS) as adopted by the European Union up

to 31 December 2009.

IFRS comprise accounting standards issued by the International Accounting Standards Board (‘lASB’) which

comprise accounting standards as well as interpretations issued by the International Financial Reporting

Interpretations Committee (‘IFRIC’) and their predecessor bodies.

The accounting policies applied by the Corporation in the preparation of these financial statements for the

year ended 31 December 2009 are consistent with the ones used in the preparation of the annual financial

statements as at and for the year ended 31 December 2008.

However as described in Note 28, in the preparation of the financial statements as at 31 December 2009,

the Corporation adopted the accounting standards issued by the lASB and the interpretations issued by the

IFRIC effective since 1 January 2009. The accounting principles used by the Corporation in the preparation

of these financial statements, described in this note, were modified accordingly. The adoption of these new

standards and interpretations by the Corporation in 2009 had impact mainly in new disclosures for which

comparative figures are presented.

The accounting standards and interpretations recently issued but not yet effective and that the Corporation

has not yet adopted in the preparation of its financial statements can be analysed in Note 28.

These consolidated financial statements are expressed in United States dollars.

The board of directors approved these financial statements on 26 March 2010.

2.2 - Measurement basis and accounting policies applied

These consolidated financial statements have been prepared under the historical cost convention except that,

in accordance with the requirements of lAS 39, the investments in financial assets have been revalued at fair

value, as mentioned in note 2.8. The accounting policies are consistent with those of the previous year.

2.3 - Principles of consolidation

The consolidated financial statements include the financial statements of the company and all subsidiaries

that are controlled by the parent Corporation .

Subsidiaries are fully consolidated from the date on which control is transferred to the Corporation until

the date on which control ceases. Subsidiaries are entities over which the Corporation exercises control.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the years ended 31 December, 2009 and 2008

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Control is presumed to exist where more than one half of a subsidiary’s voting power is controlled by the

Corporation, or the Corporation is able to prescribe directly or indirectly the financial and operating policies

of an entity, or control the removal or appointment of a majority of an entity’s board of directors, even if its

shareholding is equal to or less than 50%.

Subsidiaries are fully consolidated from the date on which control is transferred to the Corporation until the

date that control ceases.

All intercompany balances and transactions have been eliminated.

Accumulated losses of a subsidiary attributable to minority interest, which exceed the equity of the sub-

sidiary attributable to the minority interest, are attributed to the Corporation and is taken to the income

statement when incurred. If the subsidiary subsequently reports profits, these profits are recognised by

the Corporation until the losses attributable to the minority interest, previously recognised have been

recovered.

Jointly controlled entities are entities in which the control is established by agreement. The consolidated

financial statements include the Corporation’s share of assets, liabilities, income and expenses on a line-

–by-line basis from the date on which joint control is established until it ceases.

The consolidated financial statements of Partex Oil and Gas (Holdings) Corporation include the financial

statements of the following subsidiary companies, all wholly owned.

Country of Incorporation

Activity Capital

Participations and Explorations Corporation Panama USD 2,800 a

Partex (Oman) Corporation Panama USD 2,500 a

Partex Gas Corporation Panama USD 2,000,000 a

Partex Services Corporation Panama USD 2,300,000 b

Partex (Kazakhstan) Corporation Cayman Islands USD 5,000 a

PMO Services, S.A. Liechtenstein CHF 500,000 b

Partex Services Portugal - Serviços para a Indústria Petrolífera, SA Portugal EUR 50,000 b

Partex Brasil Ltda. Brazil Reais 1,000,000 a

Partex (Brazil) Corporation Cayman Islands USD 50,000 c

Partex (Algeria) Corporation Cayman Islands USD 50,000 a

Partex (Iberia) S.A. Portugal EUR 200,000 a

Partex Brasil Serviços Petrolíferos Ltda. Brazil Reais 1,000,000 b

Partex (Angola) Corporation Cayman Isiands USD 50,000 a

(a) Companies with interests in oil concessions or contractual operations.(b) Supply of services.(c) Holding company.

2.4 - Foreign currency transactions

Transactions in currencies other than US Dollars, the operating currency, are converted at the rate of ex-

change ruling at the transaction date. At the balance sheet date, assets and liabilities are converted at the

rate of exchange ruling at that date. Exchange differences are recognised in the income for the year.

2.5 - Translation of foreign subsidiary financial statements

The financial statements of each of the subsidiaries are prepared using their functional currency which is

defined as the currency of the primary economic environment in which it operates.

The financial statements of each of the subsidiaries that have a functional currency different from the USD

are translated as follows:

- Assets and liabilities of foreign subsidiaries are translated into United States Dollars using the ex-

change rates prevailing at the balance sheet date.

- Income and expenses are translated into the functional currency at rates approximating the rates ruling

at the date of the transaction.

- Differences resulting from the application of the different rates of translation of the subsidiaries’ share

capital and retained income are included as translation adjustments.

2.6 - Intangible assets

The Corporation books its intangible assets at acquisition costs less accumulated amortization and impair-

ment losses. Intangible assets are accounted for by following the successful efforts method for exploration

and development activities from the start of the operation until the beginning of the production phase. At

the transition from exploration phase to production phase, the identifiable fixed assets are extracted from

accumulated exploration investments and re-classified into property, plant and equipment. The remaining

intangible fixed assets are amortized on a straight line basis until the end of the concession.

Exploration expenditure

Exploration expenditure is initially capitalized as an intangible asset until the drilling of the well is com-

plete and the results have been evaluated. If hydrocarbons are not found, the exploration expenditure is

written off as a dry hole. If hydrocarbons are found and, subject to further appraisal activity which may

include the drilling of further wells, are likely to be capable of commercial development, the costs continue

to be carried as an intangible asset. All such carried costs are subject to management review at least once

a year to confirm the continued intent to develop or otherwise extract value from the discovery. When this

is no longer the case, the costs are written off. When proved reserves of hydrocarbons are determined and

development is sanctioned, the respective expenditure is transferred to property, plant and equipment.

Concession costs

Concession acquisition costs are capitalized within intangible assets and are amortized over the useful life

of the concession on a straight line basis, which varies from 17 to 33 years.

2.7 - Property, plant and equipment

Property, plant and equipment are stated at acquisition cost less accumulated depreciation and

impairment losses.

Depreciation of oil and gas properties is calculated using the unit-of-production method based upon proved

developed reserves. The reserve estimates include only crude oil which management believes can reason-

ably be produced within the current terms of the respective production agreements. The reserves for this

purpose are determined in accordance with generally accepted procedures in the oil and gas industry.

Significant individual items of property, plant and equipment (components), except for oil and gas

properties, whose useful lives are different from the useful life of the asset as a whole, are depreciated

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individually, applying depreciation rates reflecting their anticipated useful lives. The cost of replacing major

parts or components of property, plant and equipment items is capitalised and the replaced part is retired.

Any gain or loss arising is recognised in the income statement when the asset is retired.

Subsequent costs are recognized as separate assets when it is probable that future economic benefits

associated with the item will flow to the Corporation and the cost of the item can be measured reliably.

All repair and maintenance costs are charged to the income statement during the financial period in which

they are incurred.

Depreciation is calculated using the straight line method over the assets estimated useful life as follows:

Depreciation is charged to the income statement on a straight line basis over the estimated useful life of

the individual asset or a unit of production basis depending on the type of asset.

Changes in estimates, which affect unit of production calculations, are taken into account for the year of

the change and for future years.

When there is an indication that an asset may be impaired, lAS 36 requires that its recoverable amount be

estimated and an impairment loss recognised when the net book value of the asset exceeds its recover-

able amounts. Impairment losses are recognised in the income statement.

2.8 - Financial assets

Classification

The Corporation classifies its financial assets at initial recognition as available-for-sale financial assets.

These financial assets are non-derivative financial assets (i) intended to be held for an indefinite period

of time, (ii) designated as available-for-sale at initial recognition or (iii) that are not classified in the other

categories referred to above.

Initial recognition, measurement and derecognition

Purchases and sales of available-for-sale financial assets, are recognised on trade-date - the date on

which the Corporation commits to purchase or sell the asset.

Financial assets are initially recognised at fair value plus transaction costs. Financial assets are derecog-

nised when (i) the contractual rights to receive their cash flows have expired, (ii) the Corporation has trans-

ferred substantially all risks and rewards of ownership or (iii) although retaining some but not substantially

all of the risks and rewards of ownership, the Corporation has transferred the control over the assets.

Subsequent measurement

Available-for-sale financial assets are subsequently carried at fair value. However, gains and losses aris-

ing from changes in their fair value are recognised directly in the shareholders’ equity, until the financial

assets are derecognised or impaired, at which time the cumulative gain or loss previously recognised in

the shareholders’ equity is recognised in the income statement. Foreign exchange differences arising

Number of Years / Method

Furniture and fixtures 4 to 6

Office equipment 4 to 6

Vehicles 3 to 4

Facilities and machinery 5 to 10

Wells Unit of production

from equity investments classified as available-for-sale are also recognised in shareholders’ equity, while

foreign exchange differences arising from debt investments are recognised in the income statement.

Interest, calculated using the effective interest rate method, and dividends are recognised in the income

statement.

For unlisted securities the Corporation establishes fair value by using (i) valuation techniques, including the

use of recent arm’s length transactions and discounted cash flow analysis and (ii) valuation assumptions

based on market information.

Fair value in unquoted oil and gas companies was determined at 31 December 2009 based on a valuation

made by an investment bank. The valuation reflects the net present value of future estimated cash flows.

Impairment

The Corporation assesses periodically whether there is objective evidence that a financial asset or group

of financial assets is impaired. If there is objective evidence of impairment, the recoverable amount of the

asset is determined and impairment losses are recognised through the income statement.

A financial asset or a group of financial assets is impaired if there is objective evidence of impairment as a

result of one or more events that occurred after their initial recognition , such as: (i) for equity securities,

a significant or prolonged decline in the fair value of the security below its cost, and (ii) for debt securi-

ties, when that event (or events) has an impact on the estimated future cash flows of the financial asset or

group of financial assets, that can be reliably estimated .

If there is objective evidence that an impairment loss on available-for-sale financial assets has been in-

curred, the cumulative loss recognised in the shareholders’ equity - measured as the difference between

the acquisition cost and the current fair value, less any impairment loss on that financial asset previously

recognised in the income statement - is taken to the income statement. If, in a subsequent period, the

amount of the impairment loss decreases, the previously recognised impairment loss is reversed through

the income statement up to the acquisition cost if the increase is objectively related to an event occurring

after the impairment loss was recognised, except in relation to equity instruments, in which case the re-

versal is recognised in shareholders’ equity.

2.9 - Financial Liabilities

An instrument is classified as a financial liability when it contains a contractual obligation to transfer cash

or another financial asset, independently from its legal form.

Non-derivatives financial liabilities include Group payables and Other payables.

The financial liabilities are recognised (i) initially at fair value less transaction costs and (ii) subsequently at

amortised cost, using the effective interest rate method.

2.10 - Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is

a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net

basis, or realise the asset and settle the liability simultaneously.

2.11 - Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are

not quoted in an active market. Such assets are initially recorded at fair value plus transaction costs and

subsequently at amortized cost using the effective interest method if the time value of money is signifi-

cant. Gains and losses are recognized in income when the loans and receivables are derecognized or im-

paired, as well as through the amortization process. This category of financial assets includes trade and

other receivables.

12 | 13

2.12 - Revenue recognition

In relation to oil and gas sales, revenue is recognised when significant risks and rewards of ownership have

been transferred to the buyer, and no significant uncertainties remain regarding the determination of con-

sideration or associated costs.

Interest, dividends, royalties and rewards arising from the group’s resources are recognised when it is

probable that the economic benefits associated with the transaction will flow to the group and the revenue

can be measured reliably. Interest income is recognised as it accrues unless collectability is in doubt.

Royalty and oil income is recognised on an accrual basis in accordance with the substance of the relevant

agreement.

2.13 - Cost incurred in oil producing activities

The group follows the successful efforts method of accounting for its oil assets. Costs of property ac-

quisitions, successful exploratory wells, all development costs, including interest on related borrowings,

support equipment and facilities are capitalised. Unsuccessful exploratory wells are expensed when deter-

mined to be non-productive. Production costs, overhead and all exploration costs other than exploratory

drilling are charged against income as incurred.

2.14 - Cash and cash equivalents

Cash and cash equivalents comprise balances with a maturity of less than three months from the balance

sheet date, and include cash and deposits with banks.

2.15 - Inventories

Inventories are stated at the lower of cost and net realizable value. Cost of crude oil is determined using the

first-in first-out cost method. Crude oil inventory consists of amounts in pipelines, tanks and stock held by

transportation companies, where the right of ownership has not been transferred to the customers. The

cost of crude oil inventory includes all direct costs and an appropriate share of overheads. Cost of other

inventories is determined at cost using the weighted average cost method. Net realizable value is the esti-

mated selling price in the ordinary course of business, less the cost of completion and selling expenses.

2.16 - Pensions

The Corporation operates an unfunded defined benefits pension scheme for certain staff. Provision is made

in the accounts for the Corporation’s obligations under the scheme, on the basis of an actuarial valuation.

The provision represents the estimated present value of benefits to be paid to existing pensioners and of

future benefits payable to current employees in respect of service up to the balance sheet date. Actuarial

gains and losses resulting from i) differences between financial and actuarial assumptions used and real

values obtained and ii) changes in the actuarial assumptions are deferred and are adjusted in future years

using the corridor method.

The pension liability is calculated annually at the balance sheet date, using the projected unit credit

method, by qualified independent actuaries. The discount rate used in the calculation is determined by

reference to interest rates of high-quality corporate bonds that are denominated in the currency in which

the benefits will be paid and that have terms to maturity approximating to the terms of the related pen-

sion liabilities.

The annual costs of the scheme, the net total interest and current service costs are charged to the

Statement of Income.

Actuarial gains and losses as calculated for the year have been recorded as an asset or liability and are

charged to income using the “corridor” method.

This method requires accumulated actuarial gains and losses at the beginning of the year that are greater

than 10% of the total liabilities at the beginning of the year, be recognised as a gain or loss to be charged

to income in the current year. Accumulated actuarial gains and losses at the beginning of the year that are

within the above limits (the corridor) are recorded as deferred income or costs and are not amortized.

2.17 - Provisions

Provisions are recognised when the Corporation has a legal or constructive obligation, and it is prob-

able that a cost will be incurred as a result of past events and a reasonable estimate can be made of the

liability.

Provisions for asset retirement are measured based on current requirements, technology and price levels

and the present value is calculated using amounts discounted over the useful economic life of the assets.

The liability is recognised (together with a corresponding amount as part of the related property, plant

and equipment) once an obligation crystallizes in the period when a reasonable estimate can be made.

The effects of changes resulting from revisions to the timing or the amount of the original estimate of

the provision are reflected through adjustments to the carrying amount of the related property, plant and

equipment.

2.18 - Income tax

The Corporation is an exempted company under Cayman Island law and as such is, under current law, sub-

ject to no local taxation on profits or other gains.

Income tax for the period, which comprises current tax and deferred, relates to certain subsidiaries.

Income tax is recognised in the income statement.

Current tax is the tax expected to be paid on the taxable profit for the period, calculated using tax rates in

force at the balance sheet date in each jurisdiction.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences be-

tween the carrying amounts of assets and liabilities for financial reporting purposes and their respective

tax basis, and is calculated using the tax rates in force at the balance sheet date in the respective jurisdic-

tion and that are assumed will apply when the related deferred income tax asset is realised or the deferred

income tax liability is settled.

Deferred tax liabilities are recognised for all taxable temporary differences except for goodwill which is not

deductible for tax purposes, differences arising on initial recognition of assets and liabilities that affect

neither accounting nor taxable profit and differences relating to investments in subsidiaries to the extent

that they will probably not reverse in the foreseeable future. Deferred tax assets are recognised to the ex-

tent it is probable that future taxable profits will be available, from which deductible temporary differences

can be deducted.

The Corporation offsets deferred taxes assets and liabilities for each subsidiary, whenever (i) the subsidi-

ary has a legally enforceable right to set off current tax assets against current tax liabilities, and (ii) they

relate to income taxes levied by the same taxation authority. This offset is therefore performed at the

level of each subsidiary: thus the deferred tax asset presented in the consolidated balance sheet is the

sum of the subsidiaries that present deferred tax assets and the deferred tax liability is the sum of the

subsidiaries that present deferred tax liabilities.

2.19 - Use of estimates

IFRS set forth a range of accounting treatments and require management to apply judgment and make

estimates in deciding which treatment is most appropriate. The most significant of these accounting

policies are discussed in this note 2 in order to improve understanding of how their application affects the

Corporation’s reported results and related disclosure.

In many cases there are several alternatives to the accounting treatment that has been chosen by mana–

gement; the Corporation’s reported results could differ if a different treatment were chosen. Management

believes that the financial statements present the Corporation’s financial position and results fairly in all

material respects.

a) Impairment of available-for-sale financial assets

The Corporation considers that available-for-sale financial assets are impaired when there has been a sig-

nificant or prolonged decline in the fair value below its cost or when it has identified an event with impact on

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the estimated future cash flows of the assets. This determination requires judgement based on all avail-

able relevant information, including the normal volatility of the financial instruments prices. Considering

the high volatility of the markets, the Corporation has considered the following parameters when assess-

ing the existence of impairment losses:

(i) Equity securities: declines in market value that are significant in relation to the acquisition cost or mar-

ket value below the acquisition cost for a period longer than twelve-months;

(ii) Debt securities: objective evidence of events that have an impact on the estimated future cash flows of

these assets.

In addition, valuations are generally obtained through market quotation or valuation models that may re-

quire assumptions or judgement in making estimates of fair value. Alternative methodologies and the use

of different assumptions and estimates could result in a higher level of impairment losses recognised with

a consequent impact in the income statement of the Corporation

b) Pension and other employees’ benefits

Determining pension liabilities requires the use of assumptions and estimates, including the use of actuar-

ial projections, estimated returns on investment, and other factors that could impact the cost and liability

of the pension plan.

Changes in these assumptions could materially affect these values.

c) Income taxes

The Group is subject to income taxes in certain jurisdictions. Significant interpretation and estimates are

required in determining the group income taxes. There are many transactions and calculations for which

the ultimate tax determination is uncertain during the ordinary course of business.

Different interpretations and estimates would result in a different level of income taxes both current and

deferred, recognised in the period.

d) Crude oil reserves

The estimation of crude oil reserves is an integral part of the decision-making process relating to

exploration activity and development assets. The volume of proved crude oil reserves is used to calculate

depreciation of the exploration and production assets in accordance with the “Unit of Production” method,

as well as to value impairment of investment in assets relating to that activity.

Estimated proved reserves are subject to future revision, as new information becomes available, inclu–

ding information relating to development activities, drilling or production, exchange rates, prices, contract

termination dates and development plans. Changes in estimated proved reserves are taken into account in

calculating depreciation and provision for abandonment by appropriately adjusting the remaining net book

value of the assets being depreciated and the provision for abandonment costs- based on the expected

future production.

e) Environmental liabilities

The Corporation makes judgements and estimates to calculate provIsIons for environmental matters,

based on current information relating to expected costs and plans. Such costs can vary due to changes

in legislation and regulations relating to a specific location. Any change in the circumstances relating to

such provisions, as well as in the legislation and regulations can significantly affect the provisions for

such matters.

2009 USD

2008 USD

Services revenue 5,789,911 6,300,113

Dividends 23,040,000 44,880,000

Other 262,924 356,245

29,092,835 51,536,358

2009 USD

2008USD

Personnel costs 14,492,734 13,942,773

Rent 907,945 776,783

Travel and representation cost 1,792,218 2,024,369

Audit, legal and consulting fees 2,036,886 1,465,930

Other 2,814,556 2,786,079

22,044,339 20,995,934

Capitalisation of costs (3,316,965) (2,790,193)

18,727,374 18,205,741

2009 USD

2008 USD

Directors 248,980 491,049

Salaries 11,029,674 10,549,258

Charges on salaries 1,693,724 1,670,137

Pension charges 123,845 260,941

Other personnel costs 1,396,511 971,388

14,492,734 13,942,773

3_OTHER OPERATING INCOME

4_ADMINISTRATIVE EXPENSES

The costs capitalised relate principally to the Brazil projects.

Personnel costs are analysed as follows:

16 | 17

2009 2008

Directors 6 5

Staff 73 72

Staff at 31 December 79 77

2009USD

2008USD

Write-off of dry wells in Portugal 1,572,221

Write-off of dry wells in Brazil 22,508,435 4,376,121

Write-off of dry wells in Algeria 493,025

GASCO impairment 5,000,000

24,080,656 9,869,146

2009USD

2008USD

Depreciation of property, plant and equipment 7,775,817 5,739,724

Amortisation of intangible assets 7,803,403 2,858,399

15,579,220 8,598,123

5_DEPRECIATION AND AMORTISATION

6_IMPAIRMENT LOSSES

7_OTHER COSTS AND EXPENSES

2009USD

2008USD

Other costs and contributions 214,109 605,189

214,109 605,198

8_INTEREST AND SIMILAR INCOME

2009USD

2008USD

Income arising from the discounting of advances to present values

2,221,498 2,912,171

Interest on bank deposits 828,675 7,470,597

Interest on loans and advances 604.414 362,149

3,654,587 10,744,917

The rate of interest received on the average balances was:

9_INTEREST EXPENSE AND SIMILAR CHARGES

10_NET GAINS FROM AVAILABLE FOR SALE ASSETS

2009USD

2008USD

SGAM 4D Global Energy Fund plc 106,173 891,148

106,173 891,148

2009%

2008%

Bank deposits 0,7 4,6

Loans and advances 3,5 4,1

Financial expenses relate to interest charged on occasional overdraft balances and with-holding taxes on

interest charged to the Brazilian operations. There were no loans outstanding at 31 December 2008 or 2009.

In 2008 and 2009, SGAM 4D repaid the capital invested in the fund together with an excess arising from the

sale of investments made by the fund.

18 | 19

11_INTANGIBLE ASSETS

2009Exploration

rightsOil

ExplorationConcession

Rights Software

Other intangible

assets Total

Cost USD USD USD USD USD USD

31 December 2007 76,701,876 54,481,528 83,887 7,000 131,274,291

Additions 18,512,215 49,171 18,561,386

Translation adjustments (3,026,295) (11,687,127) (19,993) (14,733,415)

Dry wells written-off (8,667,451) (8,667,451)

Transfers (85,947) 85,947

31 December 2008 73,589,634 52,725,112 113,065 7,000 126,434,811

Additions 804,592 19,001,939 78,125,000 28,533 97,960,064

Translation adjustments 3,309,237 14,203,655 17,512,892

Disposals (7,000) (7,000)

Transfers (8,212,073) 38,688 (8,173,385)

31 December 2009 77,703,463 77,718,633 78,125,000 180,286 233,727,382

Amortisation

31 December 2007 2,632,927 5,650,658 39,287 7,000 8,329,872

Additions 2,839,884 18,515 2,858,399

Translation adjustments (617,002) (9,362) (626,364)

Impairment Algerian assets 493,025 493,025

Impairment Brazil assets 4,376,121 4,376,121

Dry wells written-off (8,667,451) (8,667,451)

Transfers 1,852,353 (1,852,353)

31 December 2008 6,708,162 48,440 7,000 6,763,602

Additions 2,893,599 4,882,813 26,991 7,803,403

Translation adjustments 822,979 822,979

Impairment Brazil assets 22,508,435 22,508,435

Impairment Portuguese assets

1,572,221 1,572,221

Disposals (7,000) (7,000)

Transfers 17,952 17,952

31 December 2009 10,424,740 24,080,656 4,882,813 93,383 39,481,592

Net balance at

31 December 2008 66,881,472 52,725,112 64,625 119,671,209

31 December 2009 67,278,723 53,637,977 73,242,187 86,903 194,245,790

After successful oil exploration activities have been completed and production of oil starts the investments

made during the exploration phase are re-stated from intangible assets to tangible fixed assets.

12_PROPERTY, PLANT AND EQUIPMENT

Furniture, fixtures

and office equipment

Machinery, tools, and

equipment

Production wells and facilities Vehicles

Other fixed

assets Total

Cost USD USD USD USD USD USD

31 December 2007 1,883,129 1,747,185 71,904,631 681,494 548,545 76,764,984

Additions 102,950 40,668 29,495,852 81,712 1,544 29,722,726

Disposals (299) (67,618) (33,124) (101,041)

Translation adjustments (169,540) (24,100) (3,989) (197,629)

Transfers 1,376,211 (1,525,941) 5,120,926 37,127 121,947 5,130,270

31 December 2008 3,192,451 261,912 106,521,409 708,615 634,923 111,319,310

Additions 579,108 33,095 28,365,522 257,081 106,144 29,340,950

Disposals (1,293,683) (150,675) (175) (1,444,533)

Translation adjustments 161,098 18,882 16,587 196,567

Transfers (38,688) 8,212,073 8,173,385

31 December 2009 2,600,286 295,007 143,099,004 833,903 757,479 147,585,679

Depreciation

31 December 2007 1,325,716 1,656,540 6,584,350 407,597 511,339 10,485,542

Additions 209,414 22,547 5,292,683 143,560 71,520 5,739,724

Disposals (298) (50,714) (33,124) (84,136)

Translation adjustments (127,712) (11,625) (5,163) (144,500)

Transfers 1,542,541 (1,552,265) 5,137,466 47,752 (45,224) 5,130,270

31 December 2008 2,949,661 126,822 17,014,499 536,570 499,348 21,126,900

Additions 283,745 24,270 7,190,023 163,631 114,148 7,775,817

Disposals (1,293,683) (150,675) (175) (1,444,533)

Translation adjustments 123,016 16,094 16,786 155,896

Transfers (17,952) (17,952)

31 December 2009 2,044,787 151,092 24,204,522 565,620 630,107 27,596,128

Net balance at

31 December 2008 242,790 135,090 89,506,910 172,045 135,575 90,192,410

31 December 2009 555,499 143,915 118,894,482 268,283 127,372 119,989,551

20 | 21

Exploration rights refer to the costs of exploration licenses in Brazil, Angola and Kazakhstan, which are

being amortized over the remaining life of the license.

Oil exploration costs refer to drilling and other operational costs in oil concessions in Brazil, Algeria, Angola

and Portugal.

Concession rights amounting to USD 78,125,000 refer to the payments made to the Abu Dhabi National Oil

Company (“ADNOC”) for the renovation of the GASCO agreement for the production of gas in the Emirate of

Abu Dhabi, as mentioned in note 23, These payments have been capitalized in intangible assets and are

amortized on straight line basis over the lifetime of the agreement.

Unsuccessful well drilling costs or cost for dry wells are impaired/written-off as they occur.

Production wells and facilities relates principally to the Dunga field in Kazakhstan where the group has

invested jointly with Maersk and Oman Oil Company Ltd, and the group’s proportional share of Mukhaizna

assets, an unlisted joint venture company in the Sultanate of Oman,

The group has production facilities in Brazil and exploration projects in Brazil, onshore and offshore and

offshore Portugal and Angola,

In 2009 the Corporation has booked a provision for abandonment of wells, dismantling of facilities, insta–

llations and to restore the exploration sites, in the amount of USD 2,346,822 (see also note 20).

2009

Cost USD

Fair value reserve

USD Impairment

USD

Balance Sheet amount

USD

Equities

ADPC/ADCO 14,410,905 63,589,095 78,000,000

PDO/POHOL 2,315,600 323,984,400 326,300,000

OLNG 3,146,624 222,153,376 225,300,000

GASCO 2,900,000 2,200,000 5,100,000

Lusenerg 31,561,695 20,218,122 51,779,817

4D/FEL SBS Ltd. 1,477,877 1,477,877

Other investments 1,541,895 (1,041,896) 499,999

57,354,596 632,144,993 (1,041,896) 688,457,693

Investment funds

NovEnergia II 55,379,754 16,136,173 71,515,927

SGAM 4/D Global Energy Fund 2,282,289 2,282,289

55,379,754 18,418,462 73,798,216

Total financial assets 112,734,350 650,563,455 (1,041,896) 762,255,909

of wich

Level 1 127,055,910

Level 3 635,199,999

762,255,909

13_FINANCIAL ASSETS AND LOANS AND ADVANCES

13.1 The unlisted financial investments in energy companies and Investment funds are made up as follows:

Participations in unquoted energy companies have been valued at 31 December 2009 by an investment

bank, at fair value as required by lAS 39 see note 2.8.

As referred in IFRS 7, financial assets held for trading and available for sale are valued in accordance with

the following fair value measurement levels:

Level 1: financial instruments measured in accordance with quoted market prices or providers.

Level 2: financial instruments measured in accordance with internal valuation techniques based on obser–

vable market inputs.

Level 3: financial instruments measured in accordance with valuation techniques based on inputs not

based on observable data that have significant impact in the instruments valuation.

At 31 December 2008 the historical cost of the investment in GASCO of USD 8,448,000 was written down

to USD 2,900,000, the fair value of the investment for the remaining three months of the contracts. The

contract was renewed in March 2009 and as a result the fair value was reassessed at USD 5,900,000 at 31

December 2009

2008

Cost USD

Fair value reserve

USDImpairment

USD

Balance sheet amount

USD

Equities

ADPC/ADCO 14,410,905 58,289,095 72,700,000

PDD/POHOL 2,315,600 273,184,400 275,500,000

OLNG 3,146,624 198,353,376 201,500,000

GASCO 8,448,000 (5,548,000) 2,900,000

Lusenerg 19,877,030 15,922,420 35,799,450

Other investments 1,541,895 (1,041,896) 499,999

49,740,054 545,749,291 (6,589,896) 588,899,449

Investment funds

NovEnergia II 55,379,754 7,627,449 63,007,203

SGAM 4/D Global Energy Fund 2,301,457 2,301,457

55,379,754 9,928,906 65,308,660

Total financial assets 105,119,808 555,678,197 (6,589,896) 654,208,109

of wich

Level 1 101,108,110

Level 3 553,099,999

654,208,109

22 | 23

2009 USD

2008USD

Loans and Advances

to oil companies 105,486,732 79,419,319

to other energy companies 17,870,821 14,426,259

123,357,553 93,845,578

Interest rate 2009

Interest rate 2008

Maturity

Advances to ADCO 1,7% 4,7% 31.12.2013

Advances to PDO 2.2% 2.8% 5 years

2009 USD

2008USD

Raw materials and supplies 4,188,719 3,685,502

Crude oil 180,028 17,408,183

4,368,747 21,093,685

Maturity2009

USD2008

USD

Up to 12 months 1,962,353

1-5 years 15,582,792 8,589,099

More than 5 years 107,774,761 83,294,126

123,357,553 93,845,578

The loans to operating companies are shown at their discounted present value. The loans bear no interest

and have no agreed term. The calculation of the present value assumes:

The expected maturities of loans and advances are:

14_OTHER NON-CURRENT RECEIVABLES

Deferred income amounting to USD 2,723,149 (2008: USD 2,668,488) refers to income arising from the in-

vestment in the construction of gas related structures in Oman which is payable over a number of years as

part of the return commencing in 2001. The amounts due are shown at their discounted present value using

the assumptions - term 18 years, interest rate 4.7%.

15_INVENTORIES

In 2008 Inventories relate mainly to one shipment of oil which started lifting in 2008 and transited to

2009. In addition the group holds working stores of spare parts. The stocks are held at the lower of cost

and market value.

13.2_LOANS AND ADVANCES

2009 USD

2008USD

Legal reserve and share premium account 34,160,685 34,160,685

Fair value reserve 650,563,455 555,678,197

Translation differences (3,798,119) 3,490,551

Retained earnings 500,314,833 473,916,025

1,181,240,854 1,067,245,458

2009 USD

2008USD

Balance at the beginning of the year 555,678,197 552,053,514

Sales in year (106,173) (891,148)

Increase/(decrease) in the year 94,991,431 4,515,831

Balance at end of the year 650,563,455 555,678,197

16_TRADE RECEIVABLES AND PAYABLES

Trade receivables amounting to USD 97,003,823 (2008: USD 66,866,630) and payables in the amount of USD

93,532,623 (2008: USD 99,383,705) relate to balances receivable from clients and payable for oil and gas

which arise from the group’s normal business.

17_CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand and balances with banks (note 2.14). At 31 December

2009, the Corporation was required to maintain cash balances with a bank equivalent to USD 17,146,000

(2008: USD 17,146,000) to provide support for stand-by letters of credit granted by that bank on behalf of a

subsidiary in the amount of USD 14.574.000 (2008: USD 14,574,000).

18_SHARE CAPITAL

The share capital of the Corporation, issued and fully paid, is USD 50,000 divided into 50,000 shares of USD

1 each.

The interim dividend approved in 2009 for payment in 2010 was USD 20,000,000 (2008: the proposed divi-

dend was USD 42,500,000) - USD 400 per share (2008: USD 850) .

In March 2010 a final dividend of USD 3,000,000 was approved by the board for payment in 2010.

The legal reserve and share premium accounts may only be used to increase the share capital of the sub-

sidiaries concerned and are not available for distribution.

The fair value reserve is set out in note 13 and is not available for distribution.

Movement on the fair value reserve is as follows:

19_RESERVES AND RETAINED EARNINGS

24 | 25

2009 2008

Currency Year-end Average Year-end Average

Swiss Franc - CHF 1.0340 1.0518 1.0695 1.0795

Brazilian Real - BRL 1.7412 2.0279 2.3145 2.0467

Euro - USD 1.4350 1.41 1.3900 1.4310

20_PROVISIONS

Pension Provision

2009 USD

2008USD

Pension provision 3,217,788 3,253,855

Asset retirement provision 2,376,720

End of servce benefits provision 2,132,226 2,457,613

Other provisions 511,674 510,000

Provisions (non-current) 8,238,408 6,221,468

Other provisions (current) 510,000

8,748,408 6,221,468

2009 2008

Active 4 4

Retired 5 5

9 9

The translation differences arise on consolidation and relate to the differences on certain subsidiary com-

panies’ equity and reserves which are recorded in foreign currencies.

The retained earnings are unencumbered and free for distribution.

Currencies used in the consolidation are as follows:

The Corporation had undertaken to pay pensions to certain employees on their retirement.

The number of participants in the pension plan is:

In accordance with IAS 19, the Corporation’s pension provision as at 31 December 2009 and 2008 is analysed

as follows:

The movements in the provision have been the following:

The assumptions used in the calculation of the pension liability are as follows:

2009 2008

Project unit credit

Mortality table: men TV 73/77 TV 73/77

Mortality table: women TV 88/90 TV 88/90

Rate of salary increase 2.75% 2.75%

Rate of pension increase 1.50% 1.50%

Discount rate 5.50% 5.50%

Assets/liabilities recognised in the balance sheet 2009

USD

2008

USD

Defined benefit obligation 2,880,951 3,262,746

Unrecognised net actuarial losses 336,837 (8,891)

Asset/(liabilities) recognised in the balance sheet 3,217,788 3,253,855

2009 USD

2008

USD

Balance at beginning of year 3,262,746 3,818,666

Pensions paid (265,540) (334,066)

Interest cost 181,632 176,476

Cost of current service 80,559 84,465

Unrecognised actuarial gains/(losses) (484,074) (269,825)

Exchange differences 105,628 (212,970)

2,880,951 3,262,746

Responsability for future service 790,341 938,094

The Corporation has made full provision for the estimated pension liability based on an actuarial study

prepared as at 31 December 2009.

26 | 27

2009 USD

2008USD

Capitalized in tangible fixed assets 2,346,822

Amortized cost effect 29,898

Balance as at 31 December 2,376,720

Asset retirement provision

The group has reviewed its obligations on the abandonment and relinquishment of installations at the end

of production or the concession and has provided for such cost on the basis of amortized costs. This provi-

sion has been introduced in 2009 for its operations in Oman (Mukhaizna), Kazakhstan and Brazil due to the

launch of production and changes in the legislation. These liabilities are recognised as part of the related

property, plant and equipment, as mentioned in note 12.

2009 USD

2008USD

Cost of current services 80,559 84,465

Interest cost 181,632 176,476

Exchange differences 105,628 (212,970)

Actuarial gains/(losses) (484,074) (269,825)

(116,255) (221,854)

The evolution of the defined obligations in the past 5 years is presented as follows:

2009 USD

2008USD

Opening balance 1 January 8,891 278,716

Unrecognised actuarial gains/(losses)

Inside corridor limit (484,074) (269,825)

Outside corridor limit 138,346

Balance as at 31 December (336,837) 8,891

Corridor 336,837 360,520

2009 USD

2008 USD

2007 USD

2006 USD

2005USD

Defined benefit obligation 2,880,951 3,262,746 3,818,666 3,325,633 3,215,592

The descrease in the provision for pensions is as follows:

The movement on the balance sheet (other receivables) related to pensions is as follows:

28 | 29

2009 USD

2008USD

Opening balance 1 January 2,457,613 2,374,859

Constituted 372,768 219,706

Payments during the year (666,989) (108,840)

Nominal liabilities 2,163,392 2,485,725

Discounting to NPV (31,166) (28,112)

Balance as at 31 December 2,132,226 2,457,613

End of service benefits provision

The group has made provision for end of service benefits payable to employees on termination of their

contracts in the Middle East.

The movement was as follows:

Other provisions

The movement in 2009 on other provisions was as follows:

Settlement of non-current provisions is expected after more than 12 months from the balance sheet date,

whereas current provisions are expected to be settled within 12 months from the balance sheet date.

2009 USD

2008 USD

Balance at 31 December 510,000

Constituted 511,674 510,000

Balance at 31 December 1,021,674 510,000

Expected maturity

Non-current 511,674 510,000

Current 510,000

Balance at 31 December 1,021,674 510,000

21_DEFERRED TAXES

During 2009 timing differences between the statutory financial statements and the consolidated financial

statements were identified in relation to the group’s operations in Brazil and Kazakhstan resulting in de-

ferred tax assets as well as deferred tax liabilities as stated below:

The changes in deferred tax assets were recognised as follows:

The changes in deferred tax assets were recognised as follows:

Total income tax charge has therefore been analysed:

The available tax losses for the group’s operations in Brazil, Kazakhstan and Portugal may be utilized as

stated below:

2009 USD

2008USD

Balance at the beginning of the year

Recognised in the income statement 329,695

Exchange differences (11,466)

Balance at the end of the year 318,229

2009 USD

2008USD

Current income tax (193,552)

Deferred income tax (329,695)

Income tax of the year (523,247)

Tax losses year for deduction limit:2009

USD2008

USD

2009

2010

2011

2012 3,708 3,778

2013 205,498 209,364

2014 1,478,491

1,687,697 213,142

2009USD

2008USD

Deferred tax assets Deferred tax liabilities Net Net

Tax losses carried forward 13,063,264 13,063,264

Exchange variation on loans (8,714,186) (8,714,186)

Provision for asset retirement obligations

123,136 123,136

Property, plant and equipment (4,789,535) (4,789,535)

Intangible assets (908) (908)

Deferred tax assets/(liabilities) 13,186,400 (13,504,629) (318,229)

Assets/liabilities compensation for deferred taxes (10,980,829) 10,980,829

Deferred tax assets/(liabilities) 2,205,571 (2,523,800) (318,229)

2009 USD

2008USD

Dividend payable 20,000,000 42,500,000

Current account 81,526 59,595

20,081,526 42,559,595

22_CALOUSTE GULBENKIAN FOUNDATION PAYABLE

23_NON-CURRENT LIABILITIES - OTHER PAYABLES

The Gasco signature bonus in the amount of USD 38,214,101 refers to the payments that will be made

to GASCO in 2011 and 2012 in accordance with the Joint Venture Agreement. The amount is presented at

amortized cost.

On March 31 , 2009 the Corporation signed the renewal of the Joint Venture Agreement for the Abu Dhabi Gas

Industries Ltd. (GASCO) with Abu Dhabi National Oil Company (ADNOC), Shell Abu Dhabi BV. and Total S.A. , for

an additional 20 years, backdated to 1st October 2008. The original Joint Venture Agreement was signed in

1978, for 30 years.

With the renewal of the Joint Venture Agreement, the Corporation agreed to pay USD 78,125,000 to ADNOC.

An amount of USD 19,531,250 has been paid on 30 April 2009. The remainder of the signature bonus is

payable in the following instalments and on the following dates:

USD 19,531,250 on 31 March 2010

USD 19,531,250 on 31 March 2011

USD 19,531,250 on 31 March 2012.

The current share of the payment to ADNOC is shown in current liabilities, as mentioned in note 24.

2009 USD

2008USD

GASCO signature bonus 38,214,101

Lease agreements 237,211 150,011

Income and social contribution taxes 2,913,226

Payables for social projects in Angola 1,250,000

41,364,538 1,400,011

30 | 31

2009 USD

2008USD

GASCO signature bonus (current share) 19,531,250

Payables for social projects in Angola 1,250,000 1,250,000

Tax liabilities/social cost payables 636,347 4,033,557

Other creditors 20,962,835 11,028,505

Accrued expenses 1,381,499 1,321,250

43,761,931 17,633,312

24_CURRENT LIABILITIES - OTHER PAYABLES

25_CONTINGENT LIABILITIES

Banks have given performance guarantees to the value of USD 35,494,473 (2008: USD 21,466,222) that the

group will carry out undertakings given in relation to the Brazilian and Angolan concessions.

The group has given a guarantee to the government of the Republic of Kazakhstan that its subsidiary,

Partex (Kazakhstan) Corporation, will properly execute its obligations in relation to the Dunga concession.

26_FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

As at 31 December 2009 and 2008 there were no significant differences between the carrying amount and

the fair value of the financial assets and liabilities.

Cash and cash equivalents:

Considering the short term nature of these financial instruments, carrying value is believed to be a reason-

able estimate of its fair value.

Debtors, advances and creditors and other liabilities:

Considering the short term nature of these assets and liabilities, the carrying value is believed to be a rea-

sonable estimate of its fair value.

Advances and creditors and other non-current liabilities:

Considering that this assets and liabilities are booked at their present value, the carrying value is believed

to be a reasonable estimate of its fair value.

The GASCO signature bonus (current share) in the amount of USD 19,531,250 refers to the payment that will

be made to ADNOC in March 2010, as established in the Joint Venture Agreement, as mentioned in note 23.

27_RISK MANAGEMENT

The group operates in an industry which is traditionally considered to be risky compared to other economic

areas. The group is managed so as to obtain a reasonable balance between risk and expected reward.

Operational risk:

The Partex group is an active oil and gas exploration company and therefore runs the risk that its explora-

tion activity may be unsuccessful.

Market risk:

The group sells most of its production on annual sales contracts thus reducing its short term exposure to

price fluctuations.

32 | 33

Credit risk:

Credit risk is that a customer or counterparty fails to perform or to pay amounts due causing financial loss

to the group. The group carefully assesses the quality of its counterparities when entering into business

relationships with them.

Liquidity risk:

Liquidity risk is the risk that suitable sources of funding for group business activities may not be available.

The group believes that it has access to sufficient sources of funding to meet current commitments.

At 31 December 2009 and 2008 the exposure to liquidity risk is as follows:

Interest rate risk:

Interest rate risk is limited to the variations in the interest paid in the financial markets (for interest re-

ceived in 2009 and 2008 see note 8). There are no interests bearing balances payable by the Group.

Foreign exchange risk

The group’s functional currency is the US dollar. At 31 December 2009 and 2008 the exposure to foreign

currency rate risk is as follows:

2009

Up to 3 months

3-6 months

6-12 months

1-5 years

More than 5 years

Not determined

Financial assets 75,276,093 686,979,816

Loans and advances 15,582,792 107,774,761

Other non-current receivables

2,723,149

Cash and cash equivalents 78,661,754

2008

Up to 3 months

3-6 Months

6-12 Months

1-5 Years

More than 5 years

Not determined


Loans and advances 1,962,353 8,589,099 83,294,126

Other non-current receivables

2,668,488

Cash and cash equivalents 177,766,285

2009

USD EUR



Deferred income 2,723,149

Cash and cash equivalents 59,731,734 18,930,020

2008

USD EUR



Deferred income 2,668,488

Cash and cash equivalents 161,888,128 15,878,157

Exchange differences recorded during 2009 amounted to gains of USD 24,760,703 (2008 losses of USD

28_RECENTLY ISSUED PRONOUNCEMENTS

Recently issued pronouncements already adopted by the Group

In the preparation of the consolidated financial statements for the year ended 31 December 2009, the

Corporation adopted the following standards and interpretations that are effective since 1 January 2009:

IFRS 2 (amendments) - Share based payments

The International Accounting Standards Board (lASB) issued in January 2008 an amendment to IFRS 2,

which will be effective from 1 January 2009.

The amendment to IFRS 2 (i) clarified that vesting conditions are limited to service conditions and perfor–

mance conditions, (ii) introduced the concept of non vesting conditions and (ii) requires that cancellations,

whether by the entity or by other parties, receive the same accounting treatment.

The adoption of this standard had no impact on the Corporation’s financial statements.

IFRS 7 (amended) - Financial instruments: Disclosures

The International Accounting Standards Board (IASB) has issued in March, 2009 amendments to IFRS 7

which is applicable from 1 January 2009. The amendment requires enhanced disclosures about (i) fair value

measurements, requiring disclosure of fair value measurements by level of a fair value measurement

hierarchy and (ii) liquidity risk.

The impact of the adoption of this amendment resulted only in additional disclosures in the Corporation’s

financial statements.

IFRS 8 - Operating Segments

The International Accounting Standards Board (IASB) has issued on 30 November 2006 the IFRS 8

Operational segments, which was endorsed by the European Commission on 21 November, 2007. This IFRS

is mandatory applicable for periods beginning on 1 January 2009. The IFRS 8 Operational segments sets

out

requirements for disclosures of information about an entity’s operating segments. This standard specifies

how an entity should disclose its information in the annual financial statements and, as a consequential

amendment to lAS 34 Interim Financial Reporting, regarding the information to be disclosed in the interim

financial reporting. Each entity should also provide a description of the segmental information disclosed

namely income statement and of segment assets, as well as a brief description of how the segmental in-

formation is produced.


lAS 1 (amended) - Presentation of Financial Statements

The International Accounting Standards Board (IASB) has issued in September 2007, lAS 1 (amendment)

Presentation of Financial Statements, which is applicable from 1 January, 2009.

lAS 1 (amended) requires financial information to be presented in the financial statements based on the

nature of the underlying transactions and introduces the statement of ‘comprehensive income’.

The Board’s objectives in this project are to present information in ways that improve the ability of

investors, creditors, and other financial statement users to distinguish between transactions with share-

holders, in their capacity as shareholders (e.g. dividends, treasury shares), and transactions with third

parties, which will be summarized in a statement of ‘comprehensive income’.

In addition, where entities restate or reclassify comparative information, namely as a consequence of the

adoption of a new accounting standard, they will be required to present a restated balance sheet as at the

beginning of the comparative period presented in the financial statements.

34 | 35

The adoption of this ammendment had impact only in terms of the presentation of the Corporation’s finan-

cial statements.

lAS 23 (amended) - Borrowing Costs

The International Accounting Standards Board (lASB) has issued in March, 2007 an amendment to lAS 23

Borrowing costs, which is applicable from 1 January, 2009. This standard requires the capitalization of

borrowing costs that are directly attributable to the acquisition, production or construction of a qualifying

asset, as part of the cost of that asset. As a result, the option to recognise such borrowing costs as an ex-

pense in the period which they arise was eliminated. A qualifying asset is an asset that necessarily takes a

substantial period of time to get ready for its intended use or sale.


lAS 32 - Financial Instruments: presentation - Puttable financial instruments and obligations arising on

liquidation

International Accounting Standards Board (lASB) issued, in February 2008, an amendment to lAS 32

Financial Instruments: Presentation - Puttable financial instruments and obligations arising on liquidation,

effective from 1 January 2009. This amendment addresses the balance sheet classification of puttable fi-

nancial instruments and obligations arising only on liquidation. Under the current requirements of lAS 32,

if an issuer can be required to pay cash or another financial asset in return for redeeming or repurchasing

a financial instrument, the instrument is classified as a financial liability. As a result of the amendments,

some financial instruments that currently meet the definition of a financial liability will be classified as

equity if they have certain features, namely (i) they represent the last residual interest in the net assets

of the entity, (ii) the instrument is in the class of instruments that is subordinate to all other classes of in-

struments of the entity and (iii) all financial instruments in that class of instruments that is subordinate to

have identical features. The Board also amended lAS 1 Presentation of Financial Statements to add new

disclosure requirements relating to puttable instruments and obligations arising on liquidation.


IFRIC 13 - Customer Loyalty Programmes

The IFRIC 13 Customer Loyalty Programmes was issued on 28 June, 2007 and will be effective from 1 July,

2008. As a result, it will only be relevant for the Group from 1 January, 2009. This interpretation addresses

how companies, that grant their customers loyalty award credits (often called ‘points’) when buying goods

or services, should account for their obligation to provide free or discounted goods or services if and when

the customers redeem the points.


IFRIC 15 - Agreements for construction of real estates

The IFRIC 15 Agreements for construction of real-estates is effective for periods beginning on or after 1

January 2009. This interpretation clarifies whether lAS 18 Revenue or lAS 11 Construction contracts should

be applied to particular transactions and will likely result in lAS 18 being applied to a wider range of

transactions.


IFRIC 16 - Hedges of a net investment in a foreign operation

The IFRIC 16 Hedges of a net investment in a foreign operation is effective for periods beginning on or after

1 October 2008. This interpretation clarifies that:

- net investment hedging can be applied only to foreign exchange differences arising between the func-

tional currency of a foreign operation and the parent entity’s functional currency and only in an amount

equal or less than the net assets of the foreign operation;

- the hedging instrument may be held by any entity within the Group except the foreign operation that is

being hedged; and

- on disposal of a hedged operation, the cumulative gain or loss on the hedging instrument that was deter-

mined to be effective is reclassified to the income statement.

This interpretation allows an entity that uses the step-by-step method of consolidation, an accounting

policy choice to determine the cumulative currency translation adjustment that is reclassified to the in-

come statement on disposal of a net investment as if the direct method of consolidation had been used.

This interpretation should be applied prospectively.


Annual Improvement Project

In May 2008, lASB published the Annual Improvement Project making certain amendments to exist-

ing standards. The main amendments arising from the Annual Improvement Project are summarised as

follows:

(a) Amendment to IFRS 5 Non-current assets held for sale and discontinued operations, effective for peri-

ods beginning on or after 1 July 2009. This amendment clarifies that all of a subsidiary’s assets and liabili-

ties are classified as held for sale if a partial disposal sale plan results in loss of control.

The adoption of this amendment had no impact on the Corporation’s financial statements.

(b) Amendment to lAS 1 Presentation of financial statements, effective on for periods beginning on or after

1 January 2009.

The amendment clarifies that some rather than all financial assets and liabilities classified as held for trad-

ing are examples of current assets and liabilities respectively.


(c) Amendment to lAS 16 Property, plant and equipment, effective on for periods beginning on or after 1

January 2009. The amendment establishes that entities whose ordinary activities comprise renting and

subsequently selling assets (i) present proceeds from the sale of those assets as revenue and (ii) should

transfer the carrying amount of the asset to inventories when the asset becomes held for sale.


(d) Amendment to lAS 19 Employee benefits, effective for periods beginning on or after 1 January 2009. The

amendment clarifies (i) the comcept of negative post service costs arising from changes on the defined

benefit plan, (ii) the interaction between the expected return on plan assets and the plan administration

costs and (iii) the distinction between short-term and long-term employee benefits.


(e) Amendment to lAS 20 Accounting for government grants and disclosure of government assistance,

effective on for periods beginning on or after 1 January 2009. This amendment establishes that the benefit

of a below market rate government loan is measured as the difference between the carrying amount in

accordance with lAS 39 Financial instruments: recognition and measurement and the proceeds received

with the benefit accounted for in accordance with lAS 20.


(f) Amendment to lAS 23 Borrowing costs, effective for periods beginning on or after 1 January 2009. The

definition of borrowing costs has been amended so that interest expense is calculated using the effective

interest method defined in lAS 39 Financial instruments: recognition and measurement. This eliminates the

inconsistency of terms between lAS 39 and lAS 23.


(g) Amendment to lAS 27 Consolidated and separate financial statements, effective for periods beginning

on or after 1 January 2009. The amendment determines that where an investment in a subsidiary that is

36 | 37

accounted for under lAS 39 Financial instruments: recognition and measurement is classified as held for

sale under IFRS 5 Non-current assets held for sale and discontinued operations, lAS 39 would continue to

be applied.


(h) Amendment to lAS 28 Investments in associates, effective for periods beginning on or after 1 January

2009. The amendments to lAS 28 clarified that (i) an investment in an associate is treated as a single asset

for the purposes of impairment testing, (ii) any impairment loss is not allocated to specific assets included

within the investment, for example, goodwill and (iii) reversals of impairment are recorded as an adjust-

ment to the investment balance to the extent that the recoverable amount of the associate increases.


(i) Amendment to lAS 38 Intangible assets, effective for periods beginning on or after 1 January 2009. The

amendment clarifies that a pre-payment, made in the scope of advertising and promotional activities, may

only be recognized in the event that payment has been made in advance of obtaining right of access to

goods or receipt of services. The expenses shall be recognized in the income statement when the entity

has the right to access the goods and the services have been received .


( j) Amendment to lAS 39 Financial instruments: recognition and measurement, effective for periods

beginning on or after 1 January 2009. The amendments consisted mainly in (i) clarifying that is possible

for there to be movements into and out of the fair value through profit or loss category where a derivative

commences or ceases to qualify as a hedging instrument in cash flow or net investment hedge, (ii) chang-

ing the definition of financial asset or financial liability at fair value through profit or loss as it relates to

items that are held for trading, clarifying that a financial asset or liability that is part of a portfolio of finan-

cial instruments managed together with evidence of an actual recent pattern of short-term profit taking

is included in such a portfolio on initial recognition, (iii) changing the current guidance on documentation

and effectiveness tests for hedge accounting to be applied at segment level in accordance with IFRS 8.

Operating segments and (iv) clarifying that when remeasuring the carrying amount of a debt instrument on

cessation of fair value hedge accounting, a revised effective interest rate (calculated at the date fair value

hedge accounting ceases) should be used.


(k) Amendment to lAS 40 Investment property, effective for periods beginning on or after 1 January 2009.

Following this amendment, property that is under construction or development for future use as invest-

ment property is within the scope of lAS 40 (previously under the scope of lAS 16 Property and equipment).

Where the fair value model is applied, such property is, therefore, measured at fair value. However, where

fair value of investment property under construction is not reliably measurable, the property is measured

at cost.


Recently issued pronouncements yet to be adopted by the Corporation

The new standards and interpretations that have been issued, but that are not yet effective and that the

Corporation has not yet applied, can be analysed as follows. The Corporation will apply these standards

when they are effective.

IFRS 1 (Amendment) - First-time adoption of IFRS and lAS 27 - Consolidated and separate financial

statements

The amendments to IFRS 1 First-time adoption of IFR’ and lAS 27, Consolidated and separate financial

statements are effective for periods beginning on or after 1 July 2009.

These amendments allow first-time adopters to use a deemed cost of either fair value or the carrying

amount under previous accounting practice to measure the initial cost of investments in subsidiaries,

jointly controlled entities and associates in the separate financial statements.

The Corporation does not expect any impact on its financial statements from the adoption of these

amendments.

IFRS 3 (revised) Business Combination and lAS 27 (amendment) Consolidate and Separate Financial

Statements

The International Accounting Standards Board (IASB) issued in January 2008, IFRS 3 (revised) Business

Combination and an amendment to lAS 27 Consolidated and Separate Financial Statements.

The main changes the revised IFRS 3 and amended lAS 27 will make to existing requirements or practice

relate to (i) partial acquisitions, whereby non-controlling interests (previously named minority interest)

can be measured either at fair value (implying full goodwill recognition against non-controlling interests) or

at their proportionate interest in the fair value of the net identifiable assets acquired (which is the original

IFRS 3 requirement); (ii) step acquisitions whereby, upon acquisition of a subsidiary and in determining

the resulting goodwill, any investment in the business held before the acquisition is measured at fair

value against the income statement; (iii) acquisition-related costs, which must generally, be recognized

as expenses (rather than included in goodwill); (iv) contingent consideration which must be recognized

and measured at fair value at the acquisition date, subsequent changes in fair value being recognized in

the income statement (rather than by adjusting goodwill); and (v) changes in a parent’s ownership inter-

est in a subsidiary that do not result in the loss of control which are required to be accounted for as equity

transactions.

Additionally, lAS 27 was amended to require that an entity attributes a share of the accumulated loss of

a subsidiary to the non-controlling interests, even if this results in the non-controlling interests having

a deficit balance, and to specify that, upon losing control of a subsidiary, an entity measures any non-

-controlling interests retained in the former subsidiary at its fair value, determined at the date the control

is lost.

The IFRS 3 (revised) and the amendment to lAS 27 will be effective from 1 July, 2009.

The Corporation does not expect any impact on its financial statements from the adoption of these

amendments.

IFRS 9 - Financial instruments

The International Accounting Standards Board (lASB) has issued in November, 2009 IFRS 9 - Financial in-

struments part 1: Classification and measurement, which is mandatory from 1 January 2013, being an earlier

adoption permitted. This IFRS has not yet been adopted by the European Union.

This IFRS is included in the lASB global project to replace lAS 39 and addresses the classification and meas-

urement of financial assets, being the main aspects:

- Financial assets are required to be classified into two measurement categories: those to be measured

subsequently at fair value, and those to be measured subsequently at amortized cost. The decision is to

be made at initial recognition. The classification depends on the entity’s business model for managing its

financial instruments and the contractual cash flow characteristics of the instrument.

- An instrument is subsequently measured at amortised cost only if it is a debt instrument and both the

objective of the entity’s business model is to hold the asset to collect the contractual cash flows, and the

asset’s contractual cash flows represent only payments of principal and interest (that is, it has only ‘basic

loan features’). All other debt instruments are to be measured at fair value through profit or loss.

- All equity instruments issued by third parties are to be measured subsequently at fair value through

profit or loss. However, the entity can irrevocably elect equity instruments to recognize unrealised and

realised fair value gains and losses through other comprehensive income rather than profit or loss. There

is to be no recycling of fair value gains and losses to profit or loss. This election may be made on an instru-

ment-by-instrument basis. Dividends are to be presented in profit or loss.

The Corporation is evaluating the impact of adopting this interpretation on its financial statements.

lAS 39 (amendment)- Financial Instruments: recognition and measurement - Eligible hedged items

The International Accounting Standards Board (lASB) issued an amendment to lAS 39 Financial Instruments:

recognition and measurement - Eligible hedged items, which is mandatory for periods beginning on or

after 1 July 2009.

This amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows

is eligible for designation should be applied in particular situations.

The Corporation is evaluating the impact of adopting this interpretation on its financial statements.

IFRIC 12 - Service concession arrangements

The International Financial Reporting Committee (IFRIC) issued in July 2007 the IFRIC 12 - Service conces-

sion arrangements, effective 1 January 2008. Earlier application is permitted. The endorsement of this

interpretation by the European Union occurred only in 2009 and therefore it is only applicable to the Group

from 1 January 2010.

IFRIC 12 applies to service concession arrangements in which the public sector (i) controls or regulates the

services provided by the operator and (ii) controls any significant residual interest in the infrastructure.

Due to the nature of the contracts covered by this interpretation, the Corporation does not expect a signifi-

cant impact from its adoption.

IFRIC 17 - Distributions of non-cash assets to owners

The IFRIC 17 Distributions of non-cash assets to owners is effective on for periods beginning on or after 1

July 2009.

This interpretation clarifies the accounting treatment of distributions of non-cash assets to owners. This

interpretation clarifies that an entity should measure the distribution of non-cash assets at the fair value

of the assets to be distributed and that the difference between the fair value of the net assets distributed

and the respective carrying amount in recognised in the income statement.

The Corporation does not expect significant impacts of adopting this interpretation on its financial

statements.

IFRIC 18 - Transfers of assets from customers

The IFRIC 18 Transfers of assets from customers is effective for periods beginning on or after 1 July 2009.

This interpretation clarifies the requirements of IFER for agreements in which an entity receives from a

customer an item of property, plant and equipment that the entity must then use either to connect the

customer to a network or to provide the customer with ongoing access to a supply of goods or services.

The interpretation clarifies:

- the circumstances in which the definition of an asset is met;

- the recognition of the asset and the measurement of its cost on initial recognition;

- the identification of the separately identifiable services (one or more services in exchange for the

transferred asset);

- the recognition of revenue; and

- the accounting for transfers of cash from customers.

The Corporation does not expect significant impacts of adopting this interpretation on its financial

statements.

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partex financial statements 2010

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