Management Board's report justifying the 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. (“PGE”) attaches to this current report the report containing the justification of the merger plan of PGE as acquiring company and PGE Górnictwo i Energetyka S.A. and PGE Energia S.A. as acquired companies, prepared in respect to the provisions of art. 501 of the Commercial Companies Code.The merger plan with appendices was published in current report no 5/2010 dated January 27, 2010 and the expert auditor opinion on the merger plan was published in current report no 24/2010 dated April 19, 2010.Legal ground: § 19 section 2 point 2 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).