Management Board’s opinion on planned merger of PGE Polska Grupa Energetyczna S.A. with PGE Górnictwo i Energetyka S.A. and PGE Energia S.A.

The Management Board of PGE Polska Grupa Energetyczna S.A. with the registered office in Warsaw (“PGE”, "Company"), acting pursuant to § 19 section 3 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information to be released by issuers of securities and the conditions for recognizing as equivalent information required under the laws of a country which is not a Member State (Journal of Laws of 2009, no. 33, item 259, as amended), hereby submits its opinion on planned merger.The Management Board of PGE positively assesses planned merger of PGE with PGE Górnictwo i Energetyka S.A. and PGE Energia S.A., and indicates that the merger is being implemented under the Consolidation Program of PGE Capital Group approved by the Management Board of PGE in resolution no. 215/33/2009 dated May 29, 2009 with further amendments (“Consolidation Program”).The main goal of the Consolidation Program is to achieve a strong market and financial position of the PGE Capital Group (“Capital Group”), what will assure among others the further development of the Capital Group. Assumptions of the Consolidation Program include reorganization of the complex capital structure, implementation of the optimal management structure along with the centralization of functions conducted in particular business segments and achieving synergy effects in the Capital Group.The merger of PGE with PGE Energia S.A. and PGE Górnictwo i Energetyka S.A. is meant to create one corporate center, which will be responsible for the management of the whole Capital Group. This will improve the decision making process and will make it more transparent and coherent.The merger of PGE with PGE Energia S.A. and PGE Górnictwo i Energetyka S.A. is also carried out as an implementation of art. 11 of the Act of September 7, 2007 on the principles of acquisition of shares from the State Treasury in the process of consolidation of energy sector companies (Dz. U. of 2007, No. 191, Item 1367). This regulation constitutes that “shareholders of PGE Energia S.A. and PGE Górnictwo i Energetyka S.A., who purchased the shares of these companies on rules described in this act, become the shareholders of PGE as a result of merger of PGE Energia S.A. and PGE Górnictwo i Energetyka S.A. with PGE, in the manner prescribed in art. 492 § 1 p. 1 of the CCC.” The merger will allow the issuance of shares of PGE to the shareholders, who purchased shares of PGE Energia S.A. and PGE Górnictwo i Energetyka S.A. as a result of process of conversion of shares, in exchange for the shares possessed by them in the mentioned companies.The above opinion is identical to the opinion presented in “Management Board's report justifying the merger of PGE Polska Grupa Energetyczna S.A. with its registered office in Warsaw with PGE Górnictwo i Energetyka S.A. with its registered office in Łódź and PGE Energia S.A. with its registered office in Lublin”, published on May 12, 2010 in the current report no. 25/2010.At the same time the Management Board once more informs that the merger plan of PGE with PGE Górnictwo i Energetyka S.A. and PGE Energia S.A. was published in Monitor Sądowy i Gospodarczy [the Court and Commercial Gazette] issue 26/2010 (3384) of February 8, 2010, under item 1512 and was also published in current report no 5/2010 on January 27, 2010.Legal ground: § 19 section 3 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 (Journal of Laws of 2009, No. 33, item 259, as amended).