Resolutions passed by the Annual General Shareholders Meeting of Polskie Górnictwo Naftowe i Gazownictwo S.A. on June 26th 2008

Transcription

1 Resolutions passed by the Annual General Shareholders Meeting of Polskie Górnictwo Naftowe i Gazownictwo S.A. on June 26th 2008 Current Report No. 55/2008 dated June 26th, 2008 The Management Board of Polskie Górnictwo Naftowe i Gazownictwo S.A. ( PGNiG ) hereby releases the resolutions passed by the Annual General Shareholders Meeting of PGNiG on June 26th 2008 Resolution No. 1 concerning: review and approval of the financial statements prepared in accordance with the International Financial Reporting Standards for the year 2007, including the balance sheet, income statement, statement of changes in equity, cash-flow statement and supplementary information to the financial statements, as well as of the Directors Report on the Company s operations in Acting on the basis of Art of the Commercial Companies Code and Par of the Company s Articles of Association, the Annual General Shareholders Meeting of PGNiG S.A. has reviewed and hereby resolves to approve: 1. the financial statements of PGNiG S.A. for the financial year ended 31 December 2007, comprising: a. balance-sheet as at 31 December 2007, showing a balance-sheet total of PLN 23,564,335,955.12; b. profit and loss account for the period 1 January 31 December 2007, showing a net profit of PLN 2,154,921,247.69; c. statement of changes in equity for the period 1 January 31 December 2007, showing an increase in equity of PLN 1,173,277,724.42; d. cash flow statement for the period 1 January 31 December 2007, showing a net decrease in cash of PLN 1,938,244,100.94; e. supplementary information to the financial statements. 2. the Directors Report on the Company s activity for the year The resolution shall become effective upon its adoption Resolution No. 2 concerning: review and approval of the PGNiG Capital Group s 2007 consolidated financial statements prepared in accordance with the International Financial Reporting 1

2 Standards and the Directors Report on the PGNiG Capital Group s activity for the year Par.1 Acting pursuant to Par of the Company s Articles of Association, the Annual General Shareholders Meeting of PGNiG S.A. has reviewed and hereby resolves to approve: 1. The consolidated financial statements of the PGNiG Group prepared in accordance with the International Financial Reporting Standards for the financial year beginning on 1 January 2007 and ending on 31 December 2007, comprising: the consolidated balance-sheet as at 31 December 2007, showing a balancesheet total of PLN 28,401,901 thousand, the consolidated profit and loss account for the period from 1 January 2007 to 31 December 2007, showing a net profit of PLN 916,065 thousand, the statement of changes in consolidated equity for the period from 1 January 2007 to 31 December 2007, showing a decrease in consolidated equity of PLN 131,595 thousand, the consolidated cash-flow statement for the period from 1 January 2007 to 31 December 2007, showing a net decrease in cash of PLN 1,974,346 thousand, supplementary information to the consolidated financial statement. 2. The Directors Report on the PGNiG Capital Group s activity for the year The resolution shall become effective upon its adoption Resolution No. 3 concerning: approval of the 2007 Directors Reports on the operations of the following companies: Dolnośląska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, Górnośląska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, Karpacka Spółka Obrotu Gazem Sp. z o.o. of Warsaw, Mazowiecka Spółka Obrotu Gazem Sp. z o.o. of Warsaw, Pomorska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, and Wielkopolska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, which have been merged with PGNiG S.A. Acting pursuant to Art of the Commercial Companies Code, and Par of the Company s Articles of Association, in conjunction with Art of the Commercial Companies Code, the General Shareholders Meeting of PGNiG S.A., after due consideration, resolves to approve the 2007 Directors Reports on the operations of the following companies: Dolnośląska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, Górnośląska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, Karpacka Spółka Obrotu Gazem Sp. z o.o. of Warsaw, Mazowiecka Spółka Obrotu Gazem Sp. z o.o. of Warsaw, Pomorska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, and Wielkopolska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, which were merged with PGNiG S.A. on October 1st

3 This resolution becomes effective upon its adoption. Resolution No. 4 concerning: acknowledgement of the discharge of duties by Mr Krzysztof Głogowski, a President of the Management Board of PGNiG, for financial year 2007 by Mr Krzysztof Głogowski, in connection with the function of the President of the Management Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 5 concerning: acknowledgement of the discharge of duties by Mr Tadeusz Zwierzyński, a member of the Management Board of PGNiG, for financial year 2007 by Mr Tadeusz Zwierzyński, in connection with the function of the Vice-President of the Management Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 6 3

4 concerning: acknowledgement of the discharge of duties by Mr Stanisław Niedbalec, a member of the Management Board of PGNiG, for financial year 2007 by Mr Stanisław Niedbalec, in connection with the function of the Vice-President of the Management Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 7 concerning: acknowledgement of the discharge of duties by Mr Zenon Kuchciak, a member of the Management Board of PGNiG, for financial year 2007 by Mr Zenon Kuchciak, in connection with the function of the Vice- President of the Management Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 8 concerning: acknowledgement of the discharge of duties by Mr Jan Anysz, a member of the Management Board of PGNiG, for financial year 2007 by Mr Jan Anysz, in connection with the function of the Vice- 4

5 President of the Management Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 9 concerning: acknowledgement of the discharge of duties by Mr Kazimierz Chrobak, a member of the Supervisory Board of PGNiG, for financial year 2007 by Mr Kazimierz Chrobak, a member of the Supervisory Board of PGNiG, in connection with the function of the Secretary of the Supervisory Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 10 concerning: acknowledgement of the discharge of duties by Mr Mieczysław Kawecki, a member of the Supervisory Board of PGNiG, for financial year 2007 by Mr Mieczysław Kawecki, a member of the Supervisory Board of PGNiG, in connection with the function of the member of the Supervisory Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 11 5

6 concerning: acknowledgement of the discharge of duties by Mr Marcin Moryń, a member of the Supervisory Board of PGNiG, for financial year 2007 by Mr Marcin Moryń, a member of the Supervisory Board of PGNiG, in connection with the function of the member of the Supervisory Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 12 concerning: acknowledgement of the discharge of duties by Mr Andrzej Rościszewski, a member of the Supervisory Board of PGNiG, for financial year 2007 by Mr Andrzej Rościszewski, a member of the Supervisory Board of PGNiG, in connection with the function of the Chairman of the Supervisory Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 13 concerning: acknowledgement of the discharge of duties by Mr Mirosław Szkałuba, a member of the Supervisory Board of PGNiG, for 6

7 financial year 2007 by Mr Mirosław Szkałuba, a member of the Supervisory Board of PGNiG, in connection with the function of the member of the Supervisory Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 14 concerning: acknowledgement of the discharge of duties by Mr Piotr Szwarc, a member of the Supervisory Board of PGNiG, for financial year 2007 by Mr Piotr Szwarc, a member of the Supervisory Board of PGNiG, in connection with the function of the Vice Chairman of the Supervisory Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 15 concerning: acknowledgement of the discharge of duties by Mr Mieczysław Puławski, a member of the Supervisory Board of PGNiG, for financial year 2007 by Mr Mieczysław Puławski, a member of the Supervisory Board of PGNiG, in connection with the function of the member of the Supervisory Board of PGNiG held from 1 January 2007 until 31 December

8 Resolution No. 16 concerning: acknowledgement of the discharge of duties by Mr Wojciech Arkuszewski, a member of the Supervisory Board of PGNiG, for financial year 2007 by Mr Wojciech Arkuszewski, a member of the Supervisory Board of PGNiG, in connection with the function of the member of the Supervisory Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 17 concerning: acknowledgement of the discharge of duties by Mr Jarosław Wojtowicz, a member of the Supervisory Board of PGNiG, for financial year 2007 by Mr Jarosław Wojtowicz, a member of the Supervisory Board of PGNiG, in connection with the function of the member of the Supervisory Board of PGNiG held from 1 January 2007 until 31 December Resolution No. 18 8

9 concerning: acknowledgement of the discharge of duties by Mr Stanisław Potoczny, a member of the Management Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Stanisław Potoczny, in connection with the function of the President of the Management Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 19 concerning: acknowledgement of the discharge of duties by Mrs Joanna Bill-Gudidis, a member of the Management Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Joanna Bill-Gudidis, in connection with the function of the member of the Management Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 20 concerning: acknowledgement of the discharge of duties by Mr Mariusz Niestrój, a member of the Management Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o., for 9

10 financial year 2007 by Mr Mariusz Niestrój, in connection with the function of the President of the Management Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 21 concerning: acknowledgement of the discharge of duties by Mr Andrzej Fiała, a member of the Management Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Andrzej Fiała, in connection with the function of the member of the Management Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o. of Warsaw held from 1 January 2007 until 1 October Resolution No. 22 concerning: acknowledgement of the discharge of duties by Mr Tomasz Madura, a member of the Management Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Tomasz Madura, in connection with the function of the member of the Management Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o. of 10

11 Resolution No. 23 concerning: acknowledgement of the discharge of duties by Mr Radosław Galbarczyk, a member of the Management Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Radosław Galbarczyk, in connection with the function of the President of the Management Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 24 concerning: acknowledgement of the discharge of duties by Mr Andrzej Pęcherek, a member of the Management Board of Karpacka Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Andrzej Pęcherek, in connection with the function of the member of the Management Board of Karpacka Spółka Obrotu Gazem Sp. z o.o. of Warsaw held from 1 January 2007 until 4 April Resolution No

12 concerning: acknowledgement of the discharge of duties by Mr Rafał Kawa, a member of the Management Board of Karpacka Spółka Obrotu Gazem Sp. z o.o., for the financial year financial year 2007 by Mr Rafał Kawa, in connection with the function of the member of the Management Board of Karpacka Spółka Obrotu Gazem Sp. z o.o. of Warsaw held from 4 April 2007 until 1 October Resolution No. 26 concerning: acknowledgement of the discharge of duties by Mr Tomasz Blacharski, a member of the Management Board of Karpacka Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Tomasz Blacharski, in connection with the function of the President of the Management Board of Karpacka Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 27 concerning: acknowledgement of the discharge of duties by Mrs Urszula Rożnowska, a member of the Management Board of Pomorska Spółka Obrotu Gazem Sp. z o.o., for 12

13 financial year 2007 by Mrs Urszula Rożnowska, in connection with the function of the President of the Management Board of Pomorska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 28 concerning: acknowledgement of the discharge of duties by Mr Grzegorz Delttlaff, a member of the Management Board of Pomorska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Grzegorz Delttlaff, in connection with the function of the member of the Management Board of Pomorska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 29 concerning: acknowledgement of the discharge of duties by Mrs Karolina Danielewicz, a member of the Management Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Karolina Danielewicz, in connection with the function of the member of the Management Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o. of 13

14 Resolution No. 30 concerning: acknowledgement of the discharge of duties by Mr Tomasz Bukowski, a member of the Management Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Tomasz Bukowski, in connection with the function of the President of the Management Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 31 concerning: acknowledgement of the discharge of duties by Mrs Iwona Uraczyńska - Kucharska, a member of the Supervisory Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Iwona Uraczyńska - Kucharska, a member of the Supervisory Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Vice Chairman of the Supervisory Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o. of 14

15 Resolution No. 32 concerning: acknowledgement of the discharge of duties by Mr Andrzej Kruszelnicki, a member of the Supervisory Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Andrzej Kruszelnicki, a member of the Supervisory Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Secretary of the Supervisory Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 33 concerning: acknowledgement of the discharge of duties by Mrs Małgorzata Czekierda, a member of the Supervisory Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Małgorzata Czekierda, a member of the Supervisory Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o., of Warsaw in connection with the function of the Chairman of the Supervisory Board of Dolnośląska Spółka Obrotu Gazem Sp. z o.o. of Resolution No

16 concerning: acknowledgement of the discharge of duties by Mr Andrzej Wyrzykowski, a member of the Supervisory Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Andrzej Wyrzykowski, a member of the Supervisory Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Vice Chairman of the Supervisory Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 35 concerning: acknowledgement of the discharge of duties by Mrs Marzena Patoka, a member of the Supervisory Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Marzena Patoka, a member of the Supervisory Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Chairman of the Supervisory Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 36 concerning: acknowledgement of the discharge of duties by Mr Piotr Jędrak, a member of the Supervisory Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o., for the financial year

17 financial year 2007 by Mr Piotr Jędrak, a member of the Supervisory Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Secretary of the Supervisory Board of Górnośląska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 37 concerning: acknowledgement of the discharge of duties by Mrs Joanna Wiszniewska, a member of the Supervisory Board of Karpacka Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Joanna Wiszniewska, a member of the Supervisory Board of Karpacka Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Chairman of the Supervisory Board of Karpacka Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 38 concerning: acknowledgement of the discharge of duties by Mrs Joanna Sztajer, a member of the Supervisory Board of Karpacka Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Joanna Sztajer, a member of the Supervisory Board of 17

18 Karpacka Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Vice Chairman of the Supervisory Board of Karpacka Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 39 concerning: acknowledgement of the discharge of duties by Mr Dariusz Jamroz, a member of the Supervisory Board of Karpacka Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Dariusz Jamroz, a member of the Supervisory Board of Karpacka Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Secretary of the Supervisory Board of Karpacka Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 40 concerning: acknowledgement of the discharge of duties by Mrs Magdalena Reszczyńska, a member of the Supervisory Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Magdalena Reszczyńska, a member of the Supervisory Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Vice Chairman of the Supervisory Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o. of 18

19 Resolution No. 41 concerning: acknowledgement of the discharge of duties by Mr Waldemar Mnich, a member of the Supervisory Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Waldemar Mnich, a member of the Supervisory Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Chairman of the Supervisory Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 42 concerning: acknowledgement of the discharge of duties by Mrs Ewa Gejzler, a member of the Supervisory Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Ewa Gejzler, a member of the Supervisory Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Secretary of the Supervisory Board of Mazowiecka Spółka Obrotu Gazem Sp. z o.o. of Resolution No

20 concerning: acknowledgement of the discharge of duties by Mrs Edyta Szubska, a member of the Supervisory Board of Pomorska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Edyta Szubska, a member of the Supervisory Board of Pomorska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Vice Chairman of the Supervisory Board of Pomorska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 44 concerning: acknowledgement of the discharge of duties by Mr Andrzej Fortuna, a member of the Supervisory Board of Pomorska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Andrzej Fortuna, a member of the Supervisory Board of Pomorska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Chairman of the Supervisory Board of Pomorska Spółka Obrotu Gazem Sp. z o.o. of Resolution No

21 concerning: acknowledgement of the discharge of duties by Mrs Katarzyna Chlebińska, a member of the Supervisory Board of Pomorska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Katarzyna Chlebińska, a member of the Supervisory Board of Pomorska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Secretary of the Supervisory Board of Pomorska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 46 concerning: acknowledgement of the discharge of duties by Mr Roman Krawczyk, a member of the Supervisory Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Roman Krawczyk, a member of the Supervisory Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Chairman of the Supervisory Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o. of Warsaw held from 1 January 2007 until 28 August Resolution No. 47 concerning: acknowledgement of the discharge of duties by Mrs Dorota Jęczeń, a member of the Supervisory Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o., for 21

22 financial year 2007 by Mrs Dorota Jęczeń, a member of the Supervisory Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o. of Warsaw held from 6 September 2007 until 1 October Resolution No. 48 concerning: acknowledgement of the discharge of duties by Mr Piotr Durzyński, a member of the Supervisory Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mr Piotr Durzyński, a member of the Supervisory Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the function of the Vice Chairman of the Supervisory Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 49 concerning: acknowledgement of the discharge of duties by Mrs Iwona Dasiewicz- Lasek, a member of the Supervisory Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o., for financial year 2007 by Mrs Iwona Dasiewicz-Lasek, a member of the Supervisory Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o. of Warsaw, in connection with the 22

23 function of the Secretary of the Supervisory Board of Wielkopolska Spółka Obrotu Gazem Sp. z o.o. of Resolution No. 50 concerning: distribution of profit for the financial year 2007, allocation of retained earnings, and on setting the dividend record date and the dividend payment date. Acting on the basis of Art of the Commercial Companies Code and Par of the Company s Articles of Association, the Annual General Shareholders Meeting of PGNiG S.A. hereby resolves: 1. to distribute the net profit of PLN 2,154,921, for the financial year of 2007 in the following manner: a. PLN 991,596, to be allocated to the Company s reserve funds, subject to determination of the purpose of this amount by the General Shareholders Meeting of PGNiG, b. PLN 1,121,000, to be allocated to payment of a dividend (which corresponds to a dividend of PLN 0.19 per share), including: PLN 950,000, to be paid out as a dividend in kind to the State Treasury, subject to determination of the assets to constitute the object of such dividend and the underlying valuation method by a resolution of the General Shareholders Meeting adopted pursuant to Par of the Company s Articles of Association, with the provision of additional cash payment if the value of the assets does not reach PLN 950,000,000.00; PLN 171,000, to be paid out as a cash dividend to the other shareholders; c. PLN 8,432, to be contributed to the Company s Social Benefits Fund, d. PLN 33,892, to be allocated to employee awards. 2. retained profit of PLN 4,658,317,439.70, arising in connection with the adoption of the International Financial Reporting Standards, to be allocated to the Company s reserve funds. Acting on the basis of Art of the Commercial Companies Code and Par of the Company s Articles of Association, the Annual General Shareholders Meeting of PGNiG S.A. hereby resolves to: 23

24 1. set the dividend date at 25 July 2008, 2. set the dividend payment date at 1 October Par. 3 The resolution shall become effective upon its adoption. Resolution No. 51 concerning: determination of assets representing non-cash dividend and definition of the assets valuation method. Acting on the basis of Par in accordance with Par of the Company s Articles of Association, the Annual General Shareholders Meeting of PGNiG hereby resolves as follows: 1. The dividend of PLN 950,000, payable to the State Treasury may be collected by the shareholder in kind in the form of the following: a) sub-systems of the transmission system selected from among the assets disclosed in the accounting books of PGNiG, specified in Appendix 1 to this Resolution; b) rights to the expenditure incurred by PGNiG on non-current assets under construction, related to the sub-systems of the transmission system, referred to in item a) above and disclosed in the accounting books of PGNiG; - subject to additional cash payment if the value of the assets and rights referred to in Section 1a), 1b) above does not reach PLN 950,000, The detailed determination of the assets comprising the non-cash dividend to be selected from among the assets listed in Appendix 1 and specified in Sections 1b) above shall be following the calculation of their value in the following manner: a) the value of the sub-systems of the transmission system referred to in Section 1a) hereof and specified in Appendix 1 hereto, shall be calculated according to the formula set out in Appendix 3 to the Operating Lease Agreement of 6 July 2005 between PGNiG S.A. and Operator Gazociągów Przesyłowych Gaz- System S.A. The valuation formula is attached as Appendix 2 to this Resolution. b) the value of the rights to the non-current assets under construction related to the sub-systems of the transmission system referred to in Section 1b) hereof shall be calculated as at the dividend payment date according to the formula set out in Appendix 4, Section 1.4 to the Operating Lease Agreement of 6 July 2005 between PGNiG S.A. and Operator Gazociągów Przesyłowych Gaz- System S.A. The valuation formula is attached as Appendix 2 to this Resolution. 3. The detailed specification of the assets comprising the non-cash dividend, as determined in accordance with Section 2 above, shall be subject to approval by way of a resolution adopted by the General Shareholders Meeting immediately 24

25 upon completion of the process of carving out from the lease object and following to their valuation, as provided under Section 2 above. 4. The detailed specification of the assets comprising the non-cash dividend, determined in accordance with Section 3 above shall be subject to approval by way of a resolution adopted by this Annual General Shareholders Meeting, upon its resumption after adjournment, but not later than 30 days as from the date hereof. Should the Annual General Shareholders Meeting s resolution referred to in the preceding sentence not have been adopted within such 30-day period, the dividend payable to the State Treasury shall be distributed on October 1st 2008 in the amount of PLN 950,000, The resolution shall become effective upon its adoption. Appendix 1 to Resolution No 51 of Annual General Meeting of PGNiG dated 26 June 2008 is attached in the other file. Appendix 2 to Resolution No 51 of Annual General Meeting of PGNiG dated 26 June 2008 concerning: formula for valuation of the sub-systems of the transmission system and non-current assets under construction related to the sub-systems of the transmission system for the purposes of payment of the non-cash to the State Treasury. 1. The value of sub-systems of the transmission system shall be determined as at the payment date of the non-cash dividend, i.e. October 1st 2008 according to the formula set out in Schedule 3 to the Operating Lease Agreement of July 6th 2005 between PGNiG S.A. and Operator Gazociągów Przesyłowych Gaz-System S.A. The formula and procedure for valuation of each of the sub-systems, adapted for the purposes of the non-cash dividend payment, shall be as follows: - Value of a specific sub-system shall be equivalent to the sum of principal lease instalments scheduled under the Operating Lease Agreement of July 6th 2005 between PGNiG S.A. and Operator Gazociągów Przesyłowych GAZ SYSTEM S.A. and not paid by October 1st 2008 and the purchase price (corresponding to the definition of V m parameter set out in the Operating Lease Agreement in Schedule 3) with respect to components of the relevant sub-system of the transmission system. 2. Value of non-current assets under construction related to the transmission system, which are disclosed in the accounting books of PGNiG shall be determined as at October 1st 2008 according to the formula set out in Appendix 4, Section 1.4 to the Operating Lease Agreement of July 6th 2005 between PGNiG S.A. and Operator Gazociągów Przesyłowych Gaz-System S.A. i.e. on analogous principles to those applicable to inclusion of such assets to the Operating Lease Agreement following their completion. The formula for calculation of the value of each of the non-current assets under construction, adapted for the purposes of determination of the value of non-current 25

26 assets under construction and the process of non-cash dividend payment, shall be as follows: V i = I + R Where: V i value of a non-current asset under construction I R value of expenditures incurred by PGNiG S.A. defined as the sum of all documented expenditures incurred by PGNiG S.A. on the development or purchase of a non-current asset under construction and excluding the financial expenditures incurred by PGNiG S.A. interest on the capital employed by PGNiG S.A. in the investment, as a result of which the non-asset under construction it has been developed, for the whole duration of its development starting from the moment when PGNiG S.A. incurred first expenditures evidenced with third-party documents until the day on which the asset has been transferred as a non-cash dividend, i.e. October 1st The value shall be calculated according to the following formula: R = ( I + ( I 3 where: 360 1* ( 360 * ( (1 + r ) 1) + ( I (1 + r *( 360 (1 + r 360 ) 1) ( I n *( (1 + r 2 ) 1) + n ) 1) I 1,2,3, n r 1,2,3 n cumulative value of expenditures incurred by PGNiG S.A. on the non-current asset under construction starting from the date of the first expenditure evidenced with a third-party invoice or receipt until day 2,3 n, respectively, where n corresponds to the day of transfer of the non-current asset under construction in the form of non-cash dividend, i.e. October 1st interest on the capital employed by PGNiG S.A., defined as the average weekly WIBOR 3M rate for the last week of the month falling before the month for which the interest accrues plus a margin of 2.5 (two point five) %, and for the period from July 1st 2008 until the transfer of the non-current asset under construction in the form of a non-cash dividend (i.e. October 1st 2008) the interest rate shall be set at the average weekly WIBOR 3M rate for the last week of June Resolution No

27 concerning: adjournment of the Annual General Shareholder Meeting Par.1 Acting pursuant to Par of the Company s Articles of Association and Art of the Commercial Companies Code, the Annual General Shareholders Meeting of PGNiG S.A. hereby resolves: to adjourn the Annual General Shareholders Meeting of PGNiG S.A. until 12:00 noon on July 24th 2008, in order to enable a detailed identification of the assets to constitute the non-cash dividend and their valuation. The adjourned Meeting shall be held at ul. Marcina Kasprzaka 25, the SCADA building, Warsaw. The resolution shall become effective upon its adoption. 27