Establishment of PGE Polska Grupa Energetyczna S.A. bond issue programme

Management Board of the PGE Polska Grupa Energetyczna S.A. (the “Company”) informs that on November 9, 2010 the Company signed two agreements concerning the bond issue programme (“Programme”):

(i) Bond Purchase Commitment Agreement (“Commitment Agreement”) whose parties, apart from the Company, are Bank Polska Kasa Opieki S.A., Banca Infrastrutture Innovazione e Sviluppo S.p.A., Nordea Bank Polska S.A., ING Bank Śląski S.A. (acting as Lead Arrangers) and Bank Polska Kasa Opieki S.A., Banca Infrastrutture Innovazione e Sviluppo S.p.A., Nordea Bank AB, Nordea Bank Polska S.A. and ING Bank N.V. (acting as Underwriters of the Programme) and ING Bank Śląski S.A. (acting as Issue Agent),

(ii) Bond Issue Programme Agreement (“Programme Agreement”) whose parties, apart from the Company, are ING Bank Śląski S.A. (acting as Agent, Issue Agent, Paying Agent and Depository) and Bank Polska Kasa Opieki S.A. and Nordea Bank Polska S.A. (acting as Agents, Paying Sub-Agents and Sub-Depositories).

The maximum Programme amount (representing a maximum aggregate nominal amount of bonds issued and outstanding under the Programme) is PLN 10 billion. The Programme was signed for a period of 36 months from the agreements signing date and shall expire no later than on November 8, 2013.

The Underwriters of the Programme have an obligation to purchase bonds issued by the Company under the Programme, as it is stated in the Commitment Agreement. After the accession of any additional underwriter (as defined in the Commitment Agreement) the aggregate underwriting amount cannot exceed the maximum Programme amount, i.e. PLN 10 billion. Underwriters of the Programme are obliged to purchase bonds during the period from November 15, 2010 till October 31, 2013.

Bonds are to be issued as specified in article 9 paragraph 3 of the Act on Bonds dated June 29, 1995 (Journal of Laws of 2001 No. 120, item 1300 as amended), based on the Programme Agreement and the Issue Terms, as bearer discount bonds (bearer zero-coupon bonds) having immaterial form.

Under the Programme, the company is entitled to issue, as a rule, zero-coupon bonds with maturity of 1, 3 or 6 months but their maturity cannot exceed 6 months. The maturity of the last issue of bonds may be different (but not shorter than 7 days and not longer than 6 months), however the last issue maturity date cannot fall after the Programme maturity date.

Bonds under the Programme will be denominated in Polish zlotys (PLN) and the nominal value of one bond will amount to PLN 100,000. As a rule, the bonds will have a guaranteed profitability, defined as the reference rate increased by a guaranteed margin. The reference rate is the appropriate WIBOR for deposits with maturity corresponding to the bond issue maturity (different rules apply for establishing the profitability of the last bond issue and bonds issued for the purpose of, so called, rollovers of the previous bond issues). The bondholders are only entitled to the benefits of monetary nature.

Bonds issued under the Programme will be treated as unsubordinated and unsecured liability of the Company.

Funds obtained from the issue shall be allocated for the purpose of: (i) financing current activity of the Company (ii) financing of investment and capital expenditures planned during the commitment period, concerning the activity of the Company or PGE Group companies, and (iii) refinancing of the Company’s financial debt.

The total value of the Company’s liabilities, in accordance with published half-year 2010 financial statements, amounted to PLN 2,175 million, and these are only short-term liabilities.

Legal ground: § 5 section 1 point 11 of the Regulation of the Minister of Finance dated 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).