Merger of PGE Polska Grupa Energetyczna S.A. with PGE Energia Jądrowa S.A.

The Management Board of PGE Polska Grupa Energetyczna S.A. („PGE”, „Acquiring Company”) informs, that on July 31, 2013 the District Court of the City of Warsaw, XII Commercial Division of the National Court Register ("Register Court") registered the merger of PGE with its subsidiary PGE Energia Jądrowa S.A. („Acquired Company”). The merger of the companies was carried out by course of art. 492 § 1 p. 1 in connection with art. 515 § 1 and art. 516 § 5 and 6 of Code of Commercial Companies i.e. through transfer of all assets of the Acquired Company to PGE (merger through takeover) without raising the share capital of PGE and without the exchange of Acquired Company’s shares for PGE’s shares.

PGE and the Acquired Company accomplished the Merger pursuant to the following resolutions:

- resolution no 34 of the Ordinary General Meeting of PGE of June 27, 2013;

- resolution no 16/2013of the Ordinary General Meeting of PGE Energia Jądrowa S.A. of June 27, 2013.

PGE Polska Grupa Energetyczna S.A. is a parent company (at the same time acting as the Corporate Center) of the PGE Capital Group - the largest vertically integrated company in energy sector in Poland with respect to revenues, installed capacity and electricity produced and the most profitable one.

PGE Energia Jądrowa S.A. was a subsidiary of PGE that was responsible for preparation of project of construction of nuclear power plant. PGE held 100% of the Acquired Company’s shares, giving 100% of votes on its General Meeting. The Acquired Company held 51% of shares in PGE EJ1 sp. z o.o. - a special purpose vehicle responsible for preparing the investment process and construction of the first nuclear power plant in Poland (remaining 49% were held by PGE). After the merger PGE will hold 100% shares in PGE EJ1 sp. z o.o.

As from the Merger register date, PGE takes over all the competences of PGE Energia Jądrowa S.A. At the same time PGE acts as the Corporate Center of PGE Capital Group.

Legal ground: § 20 in connection with § 5 section 1 point 14 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).