Sale of 100% of Polkomtel S.A. shares to Spartan Capital Holdings Sp. z o.o.

shares to Spartan Capital Holdings Sp. z
o.o. – amendment


The Management Board of PGE Polska Grupa Energetyczna S.A. (“PGE”) announces that on November 9, 2011 it transferred the ownership of 4,479,191 ordinary registered shares of Polkomtel S.A., with a nominal value of PLN 100 per share, representing 21.85% of the registered capital of Polkomtel S.A. and 21.85% of the total number of votes at Polkomtel S.A.’s general meeting (“Shares”), to Spartan Capital Holdings Sp. z o.o., the special purpose vehicle controlled by Mr. Zygmunt Solorz-Żak, as the purchaser (“Purchaser”).

The transfer of shares took place on the basis of the agreement, signed today, for the sale of Polkomtel S.A.’s shares, which was in performance of the preliminary agreement for the sale of 100% of Polkomtel S.A.’s shares (“Agreement”) signed on June 30, 2011 between PGE, Polski Koncern Naftowy ORLEN S.A., KGHM Polska Miedź S.A., Vodafone Americas Inc, Vodafone International Holdings B.V. and Węglokoks S.A. as the sellers (“Sellers”), and the Purchaser (information on the Agreement was provided by PGE in the current report no. 29/2011 dated June 30, 2011).

The price for the Shares paid in cash by the Purchaser to PGE amounted to PLN 3,289,474,171.

The book value of the Shares as of September 30, 2011 amounted to PLN 1,656,469,286.13 in the standalone accounts of PGE and to PLN 1,318,068,289.71 in the consolidated accounts of the PGE Capital Group.

Following the completion of the aforementioned transaction and the acquisition of the Shares by Spartan Capital Holdings Sp. z o.o., PGE holds no shares in Polkomtel S.A.

Polkomtel S.A. is a telecommunications operator in Poland and provides voice and data services through a wide range of wireless and broadband solutions.

There are no relations between PGE, the managing and supervising personnel of PGE and the Purchaser.

In accordance with 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)” the Shares constitute “significant asset” due to the fact that their value exceeds 10% of PGE’s equity.

See also: current report no. 29/2011 dated June 30, 2011 and current report no. 39/2011 dated October 24, 2011.

Legal basis: § 5 sec. 1 point 1 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).