Standpoint of the Management Board on the merger of PGE Polska Grupa Energetyczna S.A. (PGE) with PGE Energia Jądrowa S.A.

The Management Board of PGE Polska Grupa Energetyczna S.A. (“PGE”, the "Company"), acting pursuant to § 19 section 3 of the Regulation of the Minister of Finance of 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), hereby submits its standpoint on planned merger.

The Management Board of the Company positively assesses the planned merger of PGE with PGE Energia Jądrowa S.A. and indicates that it will result in simplifying the capital structure of the PGE Group, reducing the costs associated with maintaining a separate entity and increasing the efficiency of managing the preparation of the project of building a nuclear power plant from the level of the Corporate Centre.

PGE Energia Jądrowa S.A. is a subsidiary of PGE responsible within the capital group for the preparation of the project of building a nuclear power plant. PGE holds 100% of the shares in PGE Energia Jądrowa S.A., which represent 100% of votes at the General Meeting, while PGE Energia Jądrowa S.A. holds a 51 percent stake in PGE EJ1 Sp. z o.o., a special purpose vehicle responsible for the preparation of the investment process and the construction of a nuclear power plant in Poland (PGE Polska Grupa Energetyczna S.A. currently holds the remaining 49% stake in the company). After the merger, PGE will hold a 100% stake in PGE EJ1 Sp. z o.o.

The planned merger of PGE and PGE Energia Jądrowa S.A. will take place under the procedure of Art. 492 § 1 item 1, Art. 515 § 1, and Art. 516 § 6 of the Act of 15 September 2000 - the Commercial Companies Code (Dziennik Ustaw of 2000, No. 94, item 1037 as amended) ("the CCC"), i.e. through the transfer of all assets of the Acquired Company to the Acquiring Company without increasing the share capital of the Acquiring Company and without issuing new shares of the Acquiring Company in exchange for shares of the Acquired Company. PGE Energia Jądrowa S.A. is a sole-shareholder company owned by PGE, therefore it is possible to use the so-called simplified procedure provided for in Art. 516 § 6 of the CCC.

The merger takes place in accordance with the merger conditions set out in the merger plan of PGE and PGE Energia Jądrowa S.A. dated 16 May 2013, which was published in Monitor Sądowy i Gospodarczy) No. 98/2013 (4215) of 22 May 2013 under item 7022, and was also made public in the Company's current report No. 38/2013 dated 16 May 2013 (hereinafter referred to as "the Merger Plan"). The Merger Plan contains the information required in accordance with Art. 499 § 1 items 1, 5 and 6 of the CCC. Pursuant to Art. 516 § 6 of the CCC, the information referred to in Art. 499 § 1 items 2-4 of the CCC (i.e. the exchange ratio, the rules governing the allocation of merger shares to shareholders of the Acquired Company, the date, from which the merger shares give the right to participate in the profit of the Acquiring Company) has been omitted, a report of the Management Board giving a statement of reasons for the merger, referred to in Art. 501 of the CCC, has not been prepared, the Merger Plan has not been audited by a statutory auditor, and the opinion referred to in Art. 503 of the CCC has not been prepared.

In addition, pursuant to Art. 499 § 4 of the CCC, the Acquiring Company has not prepared the information on the accounting situation, referred to in Art. 499 § 2 item 4 of the CCC, because in accordance with regulations of the Act on public offering, conditions governing the introduction of financial instruments to organised trading, and public companies, it publishes half-yearly financial statements and makes them available to shareholders.

The Management Board of PGE positively assesses the impact of the planned merger on the operations of PGE and maintains its standpoint that the merger on the conditions specified in the Merger Plan is in the interest of PGE and its shareholders. Therefore, the Management Board of PGE maintains its request for the adoption of the resolution on the merger by the General Meeting of PGE in accordance with the draft resolution attached as Appendix 1 to the Merger Plan.

The agenda of the Ordinary General Meeting of PGE convened for 27 June 2013, the purpose of which will be in particular the adoption of the resolution on the merger of PGE Polska Grupa Energetyczna S.A. with PGE Energia Jądrowa S.A., the approval of the Merger Plan, and the approval of the amendment in the Statutes of PGE Polska Grupa Energetyczna S.A., was made public in the current report No. 41/2013 of 24 May 2013. The agenda has been amended by the addition, upon a motion by the shareholder - State Treasury, of an item concerning the adoption of the resolution on amendments to the Statutes. The unified agenda was published in the Current Report No. 46/2013 of 7 June 2013.

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).