Completion of the Public Offering of series B ordinary bearer shares

The Management Board of PGE Polska Grupa Energetyczna S.A. (the “Company”) hereby provides information on the completed subscription of series B ordinary bearer Company shares with a nominal value of PLN 10 each:

1. Subscription start and completion dates
   
   Subscriptions period for individual investors: October 13, 2009 – October 27, 2009, 12:00 noon Warsaw time.
   
   Subscriptions period for institutional investors: October 28, 2009 – October 30, 2009.


2. Date of allotment:
   
   November 2, 2009.


3. The number of shares subscribed for
   
   259,513,500 series B bearer shares, including:
   
   a) subscribed for individual investors: 38,927,025 shares
   
   b) subscribed for institutional investors: 220,586,475 shares.


4. Reduction rates of subscriptions in particular investment tranches
   
   Individual investors: 96.502 %
   
   Institutional investors: 0 %


5. The number of shares subscribed for in particular investment tranches:
   
   1,333,516,433 shares; including:
   
   a) individual investors: 1,112,929,958 shares;
   
   b) institutional investors: 220,586,475 shares.


6. The number of shares allotted in subscription:
   
   259,513,500 shares; including:
   
   a) individual investors: 38,927,025 shares;
   
   b) institutional investors: 220,586,475 shares.


7. Issue Price
   
   PLN 23.00.


8. The number of persons who validly subscribed for the shares in particular investment tranches:
   
   86,833 investors, including:
   
   a) individual investors: 85,536;
   
   b) institutional investors: 1,297.


9. The number of persons to whom the shares were allotted
   
   61,142 investors, including:
   
   a) individual investors: 59,845;
   
   b) institutional investors: 1,297.


10. Names of underwriters who took up shares, the number of shares taken up and the actual price per share after deducting the underwriter’s fee:
    
    Under the standby underwriting agreement concluded on October 27, 2009, Unicredit Bank Austria AG with it seats in Vienna and Goldman Sachs International with it seats in London acted in the capacity of a standby underwriter. Due to the fact that during the subscription period all offered shares were taken up and paid for by the investors, the standby underwriters did not take up any series B ordinary bearer shares in performance of the concluded standby underwriting agreement.


11. Value of the Public Offering
    
    - The Public Offering’s value was PLN 5,968,810,500.00 (including costs of subscription). The costs which were included in the costs of issue and the specification of costs by their types along with the manner of settling the costs in the accounting books as well as the manner of disclosing the costs the financial statements:
    
    The total gross cost of issue amounted to PLN 68.03m, including:
    
    a) costs of preparation and conducting the offering: PLN 31.13m;
    
    b) Lead Managers’ and Underwriters’ fees: PLN 24.13m;
    
    - UniCredit CAIB Poland S.A. and UniCredit Bank Austria AG – 12.06 PLN;
    
    - Goldman Sachs International – 12.06 PLN.
    
    c) preparation of the Issue Prospectus, including consulting and advisory costs: PLN 9.75m;
    
    d) promotion of the offering: PLN 3.03m.


12. The method of making settlements employed in the account books and the manner of recognising them in the financial statements: The estimated costs of the series B ordinary bearer shares issue, will be settled in the account books by reducing the supplementary capital created from surplus of the issue value of the shares issued over their nominal value. These costs will be recognised in the financial statements in the item supplementary capital.
    
    Due to a lack of final settlement of issue costs, the cost was estimated and considered as cost of issue to the Issuer's the best knowledge.


13. Estimated average cost of conducting subscription per one series B ordinary bearer share subscribed for:
    
    PLN 0.26.

Legal basis for submitting the report: § 33 section 1 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)