Approval of the Merger Plan with PGE Electra S.A.

The Management Board of PGE Polska Grupa Energetyczna S.A. (the “Company”, “PGE”) hereby informs about approval on October 20, 2010 of the Merger Plan of PGE (the “Acquiring Company”) with its subsidiary PGE Electra S.A. with its registered office in Warsaw (“Acquired Company”). The Merger Plan is attached to this current report.The Companies shall merge in the manner prescribed in art. 492 § 1 item 1, art. 515 § 1 and art. 516 § 6 of the the Commercial Companies Code (Journal of Laws of 2000, No. 94, item 1037, as subsequently amended) ("CCC”) i.e. by way of transferring the entire assets of the Acquired Company onto the Acquiring Company, without increasing the share capital of the Acquiring Company and without issue of new shares of the Acquiring Company in exchange for the shares of the Acquired Company ("Merger").The Acquired Company is a PGE’s subsidiary, responsible for wholesale trading of energy and related products (property rights, emission rights) within the PGE group. PGE owns 100% of the Acquired Company’s shares, giving 100% of votes on its General Meeting.PGE will take over all the competences of PGE Electra S.A. as from the Merger register date, at the same time acting as the Corporate Center of PGE Capital Group.Pursuant to art. 516 § 5 of the CCC in connection with art. 516 § 6 of the CCC, the management board’s report, referred to in art. 501 of the CCC, and written opinion of the auditor, referred to in art. 503 § 1 of the CCC, will not be prepared to this Merger Plan.The decision about intention of merger of PGE with the Acquired Company was published in current report no 8/2010 dated February 16, 2010.Legal ground: Legal ground: § 19 section 1 and 2 with connection with § 5 section 1 p. 13 of the Regulation of the Polish Minister of Finance of February 19, 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state. (Dziennik Ustaw of 2009 No. 33, item 259 as amended).