Imperial Chemical Industries (ICI)

Statement of the independent auditor

to the members of Imperial Chemical Industries PLC pursuant to Section 251 of the Companies Act 1985

We have examined the Summary Financial Statement set out on pages 9 to 11, and 18 to 23.

This statement is made solely to the Company’s members, as a body, in accordance with Section 251 of the Companies Act 1985. Our work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in such a statement and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our work, for this statement, or for the opinions we have formed.

Respective responsibilities of Directors and Auditor
The Directors are responsible for preparing the Annual Review in accordance with applicable United Kingdom law. Our responsibility is to report to you our opinion on the consistency of the Summary Financial Statement within the Annual Review with the full Annual Report and Accounts, the Directors’ Report and the Directors’ Remuneration Report and its compliance with the relevant requirements of Section

251 of the Companies Act 1985 and the regulations made thereunder. We also read the other information contained in the Annual Review and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the Summary Financial Statement.

Basis of opinion
We conducted our work in accordance with Bulletin 1999/6 ‘The auditor’s statement on the summary financial statement’ issued by the Auditing Practices Board for use in the United Kingdom. Our report on the Group’s full Annual Accounts describes the basis of our audit opinion on those financial statements.

Opinion
In our opinion the Summary Financial Statement is consistent with the full Annual Report and Accounts, the Directors’ Report and the Directors’ Remuneration Report of Imperial Chemical Industries PLC for the year ended 31 December 2004 and complies with the applicable requirements of Section 251 of the Companies Act 1985, and the regulations made thereunder.

KPMG Audit Plc
Chartered Accountants
Registered Auditor
London
17 February 2005

Summary financial statement

The Summary Financial Statement in this Annual Review does not contain sufficient information to allow as full an understanding of the results of the Group and of the state of affairs of the Company or of the Group and of their policies and arrangements concerning Directors’ remuneration, as would be provided in the full Annual Report and Accounts.

For further information the full Annual Accounts, the Auditor’s Report on those accounts and the Directors’ Report should be consulted. Copies of the Annual Report and Accounts may be obtained free of charge from:

Company Secretariat
Imperial Chemical Industries PLC
20 Manchester Square
London
W1U 3AN