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3 PGE Key numbers 2010 key achievements PLN 20,48 bn Consolidated revenues of PGE Capital Group PLN 6,83 bn Consolidated EBITDA of PGE Capital Group PLN 3,63 bn Consolidated net profit of PGE Capital Group PLN 3,01 bn Net profit attributable to shareholders of the parent company 0,8% Increase in EBITDA without compensations for LTC (year on year) Implementation of the investment programme in 2010 PLN 5,32 bn Total capital expenditures in PGE Capital Group PLN 1,05 bn Capital expenditures incurred by PGE Capital Group in distribution segment Electricity generation in PGE Capital Group (by source) PLN 3,82 bn Capital expenditures incurred by PGE Capital Group in mining and conventional generation segment Description TWh % Total power generation Lignite-fired power plants Coal-fired power plants Coal-fired CHP plants Gas-fired CHP plants Pumped storage power plants Hydroelectric plants Wind power plants including generation from biomass combustion, power plants, CHP plants

4 Raport Roczny 2010 Tytuł rozdziału 4 5

5 Table of contents Letter from the Chairman of the Supervisory Board PGE Polska Grupa Energetyczna S.A... 2 Letter from the President of the Management Board PGE Polska Grupa Energetyczna S.A Mission/Vision... 6 Calendar of events in Basic financial data Governing Bodies PGE Capital Group s segments of activity Market environment PGE Capital Group s strategic projects Corporate Governance Social Responsibility Selected financial results of PGE Capital Group Factors affecting financial performance... 62

6 Letter from the Chairman of the Supervisory Board PGE Polska Grupa Energetyczna S.A. Dear Sir / Madame, For the Supervisory Board, the Management Board and all employees of the PGE Capital Group, the year 2010 was a period of intensive work. The Group implemented many organisational changes, carried out the largest consolidation within Poland s power generation sector, and consistently conducted activities related to an increase in its generation capacities. With respect to the financial results, it was a period of stabilisation and the development of potential for growth in the following year. I have the pleasure of chairing the Supervisory Board of PGE Polska Grupa Energetyczna S.A., which cooperated with the Management Board on all key decisions concerning the development of the Group, observed and analysed the situation in the Company as well as within the whole Group. During the year 2010 the Supervisory Board held 12 meetings during which, among other things, it familiarised itself with the course of the consolidation process in the PGE Capital Group and the particular business lines, as well as the process of share conversion carried out within the Group. The Supervisory Board made also a series of decisions concerning the execution of the Group s investment plans, strategic projects within the conventional power generation area, sponsoring related to the promotion of the PGE brand name, as well as the disposal of non-energy assets. Within the power generation sector, 2010 was the year of progressing competition in the market, changes related to the implementation of the Government s Energy Policy for Poland until 2030 and the adjustment of Poland s power generation sector to the EU s climate package. Our greatest success was the consolidation of the PGE Capital Group. It was implemented successfully because of the employees involvement and the priority status assigned to this project by the Management Board. On completing the formal consolidation process, PGE Polska Grupa Energetyczna started to function within the new business model and structures related to it. I would like to extend my thanks to all those who have contributed to this success. I owe my thanks also to the Management Board of PGE Polska Grupa Energetyczna S.A. and members of the Supervisory Board. Within the European Union, we can observe activities aimed at the creation of a common liberalised energy market. Being the largest investor in Poland s energy market and constantly increasing its value by the implementation of its long-term strategy, PGE will be able to compete with the largest entities on the European market, and thus ensure the security of energy supply. I am glad that thanks to constructive cooperation between the Supervisory Board and the Management Board, in 2010 we managed to deal successfully with all challenges faced by the Company. Thank you very much for your involvement. I believe that our common work will contribute to a further increase in the value of the PGE Capital Group in 2011 and the subsequent years. Yours respectfully, Marcin Zieliński Chairman of the Supervisory Board PGE Polska Grupa Energetyczna S.A. 2 3

7 Letter from the President of the Management Board PGE Polska Grupa Energetyczna S.A. Dear Sir / Madame, On behalf of the Management Board od PGE Polska Grupa Energetyczna S.A., I am pleased to present you the second common Annual Report of the PGE Capital Group. The report describes the achievements and selected consolidated financial results of the Group for the year It s already been over a year since our IPO on the Warsaw Stock Exchange, and during this period we have been working intensively on strengthening the Group s value. We have taken further steps on the way towards the creation of the leading power generation group in this part of Europe, we have been observing and actively participating in changes taking place in the power generation sector in our region. First and foremost in 2010 was the implementation of the formal and legal consolidation process of our business. Work on the complete integration of the Group had been initiated soon after the establishment of PGE in It resulted from the necessity to eliminate internal competition and ensure the possibilities of cooperation between various companies belonging to the PGE Group within particular specialised business areas. Last year we managed to consolidate about forty companies into four concerns responsible for the particular business lines. The new business model and structures related to it allow for the effective management and proper utilisation of competitive advantages. The consolidation of the PGE Group is the largest undertaking of this type in Poland. Thanks to the consolidation process, we have become a market company ready to respond to further challenges in a constantly changing environment. We are changing and strengthening our position in order to be prepared for the common European energy market, which was the subject of numerous discussions last year. On the one hand, the European Union is witnessing the progressing liberalisation of the gas and energy markets, on the other hand, wide-ranging consolidation processes are being conducted. Within the environment of dynamic competition developing simultaneously to the creation of the common energy market, the winners will be only large companies prepared to meet the strict and costly requirements included in the EU s climate package. Another highly important venture, which is yet to see full success, was the conclusion of agreement for the purchase of shares in Energa. Taking advantage of the available legal remedies, we appealed against the decision of the Office for Competition and Consumer Protection preventing this transaction. We await a verdict of the Court for Competition and Consumer Protection. We believe in the essential power of our arguments. We hope that thanks to this transaction, PGE Polska Grupa Energetyczna S.A. will strengthen its position and will be able to compete with the leaders of the energy market in the European Union. Within the financial area, the year 2010 was a period of the continuing high profitability recorded in the previous reporting periods. After excluding the influence of the compensations for the early termination of long-term power purchase agreements, our revenues increased by 0.3% year on year and EBITDA by 0.8%. Thanks to this, the EBITDA margin yet again exceeded a level of 30%, which makes us one of the most profitable power companies in Europe. I would like to draw your attention to changes in our balance sheet and improved proportion between profit allocated to the shareholders of the parent company and non-controlling interests. In 2011, due to the buyout of the non-controlling interests in our operating companies carried out at the end of December 2010, this proportion will be even higher, which means an increase in terms of comparative earnings per share. However, our financial results as well as all other achievements and successes in 2010 would not have been possible if it had not been for the hard work of a few dozen thousand employees of the PGE Group. Therefore, first of all, I would like to thank them for their commitment and work for implementation of the Group s strategy. As a modern and dynamically developing company, we are not going to slow down in the following year. We are executing investment projects related to the construction of new, and the modernisation of older, generation capacities and distribution grids. According to the schedule, we are gradually moving through the successive stages in Poland s most important power sector investment project, i.e. the construction of the first nuclear power plants. We conduct all our activities always keeping in mind the interests of our shareholders as well as customers. Our priority is to ensure a secure and reliable supply of energy. I wish you a pleasant reading of the report, which describes how we pursued this objective in Yours respectfully, Tomasz Zadroga President of the Management Board PGE Polska Grupa Energetyczna S.A. 4 5

8 Mission/Vision PGE s Mission PGE s Mission is to build shareholder value by satisfying its clients energy needs. PGE is operating in an increasingly competitive environment, both domestically and internationally. In order to meet the requirements of competition while ensuring a high level of customer service, it is the company s priority to focus on customers and their satisfaction. PGE is a commercial law company and its shares are publicly-traded. That is why building shareholder value is one of the pillars of PGE s strategy. PGE s Vision PGE s Vision is to become the leading energy company in Central Europe. Leader among power producers in Poland. Competitive advantages Own lignite resources, covering ⅔ of the demand for basic fuel, ensuring a relatively low cost base. Relatively young generation assets in comparison with competitors. Advantageous positioning in the market (supply is at constant level, independently of the growing demand). Vertical integration of the Capital Group. Consolidated Capital Group with a new business model, which influences efficient management. The Group generates more power than it supplies to its end customers ( long position ). Consistent increase of installed capacity. 7

9 Calendar of events in 2010 January 30 March Polskie Sieci Elektroenergetyczne Operator S.A. and PGE Elektrownia Opole S.A. signed an agreement providing for the connection of two new power generation units at the Opole Power Plant to the national electricity power system. Under this agreement, the Transmission System Operator undertakes to perform the necessary investments ensuring the evacuation of power from the new generation sources. June 1 June PGE Polska Grupa Energetyczna S.A. submitted a preliminary, non-binding bid for the purchase of an 84.19% shareholding in Energa S.A. put up for sale by Ministry of Treasury. This decision is an element of the strategy assuming an increase in the value of PGE Capital Group, inter alia, by acquisitions both in Poland and abroad. Gubin, in the Lubuskie Province. These deposits as well as the Legnica deposits are considered to be of strategic importance for the use of lignite in the Polish power generation industry June PGE Polska Grupa Energetyczna S.A. signed an agreement with the Social Partner representing the employees of the Retail and Distribution companies. The Social Partner approved the PGE CG Consolidation Programme January The companies belonging to the PGE Capital Group approved the merger plans prepared within the scope of the PGE CG s Consolidation Programme. The development and approval of the plans by the management boards of all companies constituted the beginning of formal and legal actions aimed at the integration and establishment of four companies consolidated in the most important operating segments. 28 January PGE EJ 1 Sp. z o.o. with the registered office in Warsaw was entered in the records of the National Court Register. The new company in PGE s nuclear programme will deal with the direct preparation of the investment process, conducting location studies and obtaining all the necessary permits needed for the construction of nuclear power plants. March 22 March PGE Polska Grupa Energetyczna S.A. shares were included in the composition of the WIG20 and the Viennese CECE indices. PGE s participation in both prestigious indices is related, among other things, to an opportunity to attract the attention of investment fund managers, analysts as well as individual investors. April 8 April PGE Elektrownia Opole S.A. completed the process of commissioning Poland s first flue gas denitrification plant (DeNOx plant) installed on its coal-fired power generation unit. May 5 May PGE Elektrownia Bełchatów S.A. signed a grant agreement for the project called The construction of an installation for the capture, transport and geological storage of CO 2. A grant of EUR 180 million will be spent on one of the three key components of the CCS system i.e. the CO 2 capture component. The grant comes from Community funds available under the European Economic Plan for Recovery (EEPR). 25 May PGE Polska Grupa Energetyczna S.A. signed a naming rights agreement with Biuro Inwestycji Euro Gdańsk 2012 Sp. z o.o. PGE Polska Grupa Energetyczna S.A. acquired the rights to the name of the Gdańsk stadium (PGE Arena Gdańsk) for the period of five years. It is the largest Naming Rights Project in Poland. 9 June The Management Board of PGE Polska Grupa Energetyczna S.A. entered into an agreement with the trade unions of the lignite mines PGE KWB Bełchatów S.A. and PGE KWB Turów S.A. under which the Social Partner representing the employees accepted the PGE Capital Group Consolidation Programme presented by the Management Board of PGE Polska Grupa Energetyczna S.A. 11 June PGE Polska Grupa Energetyczna S.A. was admitted to the audit of the books of the company Energa S.A. in connection with its planned sale by the Ministry of Treasury. 16 June PGE Polska Grupa Energetyczna S.A. was one of the entities establishing a scientific and industrial consortium called The Carbon Fuel Cell. The organisation s objective is to increase the efficiency of power generation by developing carbon fuel cell technologies. 18 June PGE Polska Grupa Energetyczna S.A. acquired from Kopalnia Węgla Brunatnego Konin S.A. 100% of shares in the company PWE Gubin Sp. z o.o. The company s objective is the preparation of a development plan for lignite deposits located near 28 June The Management Board of PGE Polska Grupa Energetyczna S.A. approved the document called The Business Model of PGE Capital Group. This document streamlines business processes and determines the responsibilities of particular segments of activities of PGE CG. The new business model was developed within the activities related to the Consolidation Programme. 30 June PGE KWB Bełchatów S.A. was granted a license for the performance of exploratory and research work on the Złoczew lignite deposits. The Złoczew lignite deposits are included as prospective sources of lignite in The Concept of the Country s Zoning Plan until July 16 July The representatives of the Management Board of PGE Polska Grupa Energetyczna S.A. entered into an agreement with the trade unions of the power plants, cogeneration plants and heating companies of the Conventional Power Generation business area. The signing of the document crowned an important stage in the dialogue conducted with the Social Partners in connection with the implementation of the PGE Capital Group Consolidation Programme. 8 9

10 Calendar of events in July The Management Board of PGE Polska Grupa Energetyczna S.A. decided to introduce nearly 100 percent of its generated power to power exchange trade, in accordance with the mode specified in article 49a of the Energy Law (power generated in power plants). August 3 August At the Extraordinary Shareholders Meeting of PGE S.A., the Company s shareholders adopted a resolution concerning the merger of PGE Polska Grupa Energetyczna S.A. (the Acquiring Company) with PGE Górnictwo i Energetyka S.A. and PGE Energia S.A. (the Companies Being Acquired) within the PGE Capital Group s Consolidation Programme. The aim of the merger is to create a corporate centre, whose task will be to manage the whole PGE Capital Group. 16 August PGE Polska Grupa Energetyczna S.A. submitted a bid for 84.19% of Energa S.A. shares in the next stage of the privatisation of the company. 31 August Registration of the formal-legal mergers under the Consolidation Programme of the PGE Capital Group. Within the new business model, the PGE Capital Group will operate with PGE Polska Grupa Energetyczna S.A. as the parent company with five subsidiaries responsible for the particular segments. September 28 September PGE Elektrownia Opole S.A. received two preliminary bids for the construction of power units 5 and September PGE Polska Grupa Energetyczna S.A. and the Ministry of Treasury entered into an agreement for the purchase of Energa S.A. shares, constituting 84.19% percent of the company s share capital. The merged companies PGE Polska Grupa Energetyczna S.A. and Energa S.A. will have a bigger potential for the implementation of investment projects ensuring in a long-term perspective the reliability of energy supply in Poland and a diversification of fuel structure. October 12 October The Management Board of PGE Polska Grupa Energetyczna S.A. received a notification from the Ministry of Treasury Minister informing about the change in the number of votes held by the State Treasury in the Company. On 8 October 2010, the State Treasury sold ordinary shares, constituting 9.99% of the Company s share capital. 18 October million merger shares of the C and D series were introduced to trading at the Warsaw Stock Exchange. The C and D series shares were issued as a result of the merger of PGE Polska Grupa Energetyczna SA with PGE Górnictwo i Energetyka S.A. with PGE Górnictwo i Energetyka S.A. and PGE Energia S.A. 20 October PGE Górnictwo i Energetyka Konwencjonalna S.A. announced a tender for the construction of a new power generation unit in the Branch Elektrownia Turów. The new power generation unit is to have the capacity of approx. 460 MW and meet all legal requirements effective in the European Union. 20 October PGE Polska Grupa Energetyczna S.A. filed an application to the Competition and Consumer Protection Office (UOKiK) for a consent to buy from the Ministry of Treasury Minister 84.19% of Energa S.A. shares. 20 October The Management Boards of PGE Polska Grupa Energetyczna S.A. and PGE Electra S.A. adopted a plan for the merger of both companies. Within the PGE Capital Group s consolidation programme and the introduction of a new business model, PGE Electra S.A. was incorporated into PGE Polska Grupa Energetyczna S.A. as a strategic business unit. November 9 November PGE Górnictwo i Energetyka Konwencjonalna S.A. signed two agreements for the modernisation of six power generation units operated by the Branch Elektrownia Bełchatów. The modernisation work will be performed in the years The scope of work to be performed will extend their operating lifetime by another twenty-five years. 9 November PGE Polska Grupa Energetyczna S.A. entered into two agreements providing for the establishment of a bond issue programme. The programme s maximum amount is set at PLN 10 bn. December 1 December The first drilling rig at the Złoczew lignite deposits. PGE Górnictwo i Energetyka Konwencjonalna S.A. Branch KWB Bełchatów commenced work related to the examination and exploration of the Złoczew lignite deposits. 8 December The shareholders present at the Extraordinary Shareholders Meeting of PGE S.A. adopted a resolution concerning the merger of PGE Polska Grupa Energetyczna S.A. with PGE Electra S.A. 22 December PGE Energia Jądrowa S.A. signed an agreement concerning the pre-feasibility study for the construction of the first two nuclear power plants. 28 December PGE Polska Grupa Energetyczna S.A. purchased from the State Treasury blocks of shares in the following operating companies: PGE Górnictwo i Energetyka Konwencjonalna S.A., PGE Obrót S.A. and PGE Dystrybucja S.A. The transaction concerned minority shareholders in the key companies of the PGE Capital Group, as a part of the ownership structure streamlining process

11 Basic financial data Balance as at PLN 000s Balance as at Balance as at EUR 000s Balance as at Non-current assets Current assets Group s assets classified as for sale TOTAL ASSETS Equity Share capital Non-current liabilities Current liabilities Weighted average number of shares Number of shares at the end of the reporting period* Book value per share (in PLN/EUR per share) Diluted value per share (in PLN/EUR per share) * Ordinary shares as at the end of the reporting period do not include treasury shares acquired by the parent company for redemption. Selected consolidated financial data of the PGE Capital Group The PGE Capital Group s net profit for 2010 was PLN 3.63 billion, while consolidated revenues PLN billion. PLN 000s EUR 000s 12 months 12 months 12 months 12 months ended ended ended ended Sales revenues Operating profit/loss Gross profit/loss (before taxation) Net profit/loss Total income Net cash on operating activity Net cash on investment activity Net cash on financing activity Movement in the net balance of cash and cash equivalents Net profit per share (in PLN/EUR per share) Diluted profit per share (in PLN/EUR per share) The presented financial data for the years 2010 and 2009 have been converted into EUR using the following principles: individual line items of assets and liabilities according to the average FX rate published by the National Bank of Poland as at 31 December PLN/EUR (as at 31 December PLN/EUR), individual line items of the statement of total income and the cash flow statement using the rate equal to the arithmetic average of the average rates published by the National Bank of Poland as at the last day of each month of the financial period from 1 January 2010 to 31 December PLN/EUR (for the period from 1 January 2009 to 31 December PLN/EUR). The PGE Capital Group s consolidated EBITDA for 2010, excluding compensation for long-term contracts (LTC), was PLN 6.50 billion as compared to PLN 6.45 billion in the previous year. Sales revenues, excluding LTC compensations, reached the level of PLN billion (PLN billion in 2009). Net profit (including LTC compensations) attributable to equity holders in the parent company amounted to PLN billion in 2010 as compared to PLN 3.37 billion in During the course of the year there occurred a considerable increase in the results of the Distribution segment resulting from a higher volume of distributed electricity (by about 0.6 TWh), a rising return on capital included in the tariff, and changes in the accounting for grid connection fees. The segment of Renewable Power Generation also recorded a growth thanks to higher volumes of electricity generated in water power plants and as a result higher revenues from so-called green certificates

12 Basic financial data The results of the Conventional Power Generation segment reflect the negative influence of a lower volume of sold electricity and a higher level of costs at relatively stable energy prices during the course of the year. These negative factors were compensated for by the release of a property tax provision. Consequently, excluding LTC agreements, the financial results of the Conventional Power Generation Segment for 2010 were comparable to those for EBITDA margin In 2010 EBITDA margin maintained the strong level of 33.4%, and excluding LTC compensations 32.3% The segments of Wholesale Trade and Retail Sales recorded slightly weaker results due to lower margins, smaller wholesale electricity volumes and higher costs related to the obligatory redemption of certificates of origin. 33.4% 32.3% 36.9% 32.1% Shareholder structure As at 31 December 2010 the value of the share capital of PGE Polska Grupa Energetyczna S.A. amounts to PLN splits into shares with a nominal value of PLN 10 each, including: % State Treasury % PGE Polska Grupa Energetyczna S.A. (treasury shares)* % Other shareholders * Shares purchased for redemption EBITDA margin EBITDA margin excluding LTC compensations In 2010 EBITDA margin EBITDA margin excluding LTC compensations Series/ issue Type of shares Type of preference Number of shares Value of series/issue according to par value A ordinary not applicable Capital contribution contribution in kind/ cash B ordinary not applicable cash C ordinary not applicable merger with PGE GiE S.A. D ordinary not applicable merger with PGE Energia S.A. Total

13 Governing Bodies Supervisory Board The Supervisory Board of PGE Polska Grupa Energetyczna S.A. is composed of seven to nine members appointed and dismissed by the Shareholders Meeting. The Supervisory Board oversees PGE Polska Grupa Energetyczna S.A. s operations in all areas of its activity on a continuous basis. Composition of the Supervisory Board as at 31 March 2011 Marcin Zieliński Chairman of the Supervisory Board Jacek Barylski Member of the Supervisory Board Czesław Grzesiak Member of the Supervisory Board Mr Grzesiak graduated from the University of Poznań, Faculty of Law and Administration, majoring in law. He completed a programme for administrative receivers. He is a member of the Lewiatan Polish Confederation of Private Employers and a member of the Polish Organization of Commerce and Distribution. Since 1995 a Management Board member, and since 2004 Vice President of the Management Board of TESCO Polska Sp. z o.o. his present main place of employment. Mr Grzesiak is also President of the Management Board for the following companies: SAVIA Karpaty Sp. z o.o., Genesis Sp. z o.o., Promesa Sp. z o.o. and member of the Management Board at Jasper Sp. z o.o. for testing candidates to become supervisory board members in companies with a State Treasury shareholding. She was also the Supervisory Board Chairwoman, among others, of Zespół Elektrociepłowni Poznańskich S.A., Przedsiębiorstwo Spedycji Międzynarodowej C. Hartwig Katowice S.A., and also a Supervisory Board member of Południowy Koncern Energetyczny S.A. Since October 2005 Supervisory Board member and then Chairwoman of Fabryka Elementów Złącznych S.A. According to her representation, Ms Katarzyna Prus is affiliated with a shareholder holding no fewer than 5% of the total number of shares at the shareholder meeting, i.e. the State Treasury by employment with the Ministry of Treasury. Zbigniew Szmuniewski Member of the Supervisory Board Graduated from the Law and Administration Faculty of Warsaw University and Postgraduate Studies in Finance at the Warsaw School of Economics. In the years he completed legislative training. Since February 2008 he has been the director of the 3rd Corporate Governance and Privatization Department at the Ministry of Treasury. Currently, he is the director of the Privatization Department at the State Treasury Ministry. From May 2009 to February 2010 he was the Supervisory Board Deputy Chairman of PHZ Baltona S.A. He also was a Supervisory Board member in Stocznia Gdynia S.A. and Elektrownia Wodna Żarnowiec S.A. According to his representation, Mr Marcin Zieliński is affiliated with a shareholder holding no fewer than 5% of the total number of shares at the shareholder meeting, i.e. the State Treasury by employment with the Ministry of Treasury. Maciej Bałtowski Vice-Chairman of the Supervisory Board Professor ordinary at the Economics Faculty at the Maria Curie-Skłodowska University in Lublin. Coauthored several draft amendments to the Act on Commercialization and Privatization. Previously, supervisory board chairman of, among others, Wschodni Bank Cukrownictwa S.A., Lubelska Fabryka Wag FAWAG S.A. and Miejskie Przed siębiorstwo Wodociągów i Kanalizacji Sp. z o.o. In the years he was a partner in Centrum Kształcenia Menedżerów Przemysłowych Sp. z o.o. Legal Advisor Graduated from the Law and Administration Faculty of the University of Łódź and Postgraduate Studies in Finance at the Warsaw School of Economics. Currently, the director of the Guarantees and Sureties Department at the Finance Ministry. He is also the Chairman of the Steering Committee on Execution of the Government s Entrepreneurship Support Programme using the sureties and guarantees of Bank Gospodarstwa Krajowego. Previously, he served, among others, on the supervisory boards of Polski Monopol Loteryjny Sp. z o.o., PKP Cargo S.A. and Warszawski Rolno-Spożyw czy Rynek Hurtowy S.A. Since 2003 he has been a Supervisory Board member of PKP S.A. Małgorzata Dec Member of the Supervisory Board Has a PhD in economics. Graduated from the Warsaw School of Economics. Since June 2009 she has been employed as head of the Privatization Processes Coordination Sub-Department of the Analyses Department at the Ministry of Treasury. Member of the Supervisory Board of Warszawski Rolno-Spożywczy Rynek Hurto wy S.A., the Supervisory Board Chairwoman of Nafta Polska S.A. ( ), and the Supervisory Board Chairwoman of RUCH S.A. Since October 2010 member of the Supervisory Board of Nordis Chłodnie Polskie Sp. z o.o. According to her representation, Ms Małgorzata Dec is affiliated with a shareholder holding no fewer than 5% of the total number of shares at the shareholder meeting, i.e. the State Treasury by employment with the Ministry of Treasury. Grzegorz Krystek Member of the Supervisory Board He graduated from the Warsaw University of Technology, the Faculty of Electrical Engineering, majoring in power plant operation. In 2005 Mr Krystek completed a postgraduate MBA programme conducted at the Warsaw University of Technology jointly by the London Business School, HEC School of Management in Paris and the Norwegian School of Economics and Business Administration in Bergen. He is a co-author of the National Emission Reduction Plan and an expert in the Council of European Energy Regulators (CEER). Since 2004 Vice President of the Management Board of Hasbrouck Sp. z o.o., in the years Commercial Director at Vertis Environmental Finance Poland Sp. z o.o. and in the years Director for Power Generation, Director for Strategy and Development at Elektrim S.A. Membership in supervisory boards: ZE PAK S.A., Elektrim Megadex S.A., Elektrim-Volt S.A., EM Yachts Sp. z o.o. His present main place of employment is a company under the business name Partner. Katarzyna Prus Secretary of the Supervisory Board Legal Advisor. Graduated from the Law and Administration Faculty of Warsaw University and the European Integration Studies in the National School of Public Administration in Warsaw. Since 1996 employed by the Ministry of Treasury; currently, she is employed as Head of the Legal Representation Department. Since 2001 member of examination committees Graduated from the Law and Administration Faculty of the Maria Curie-Skłodowska University in Lublin. He holds a diploma from the International School of Commerce and a Diploma as a Ukrainian Stock Exchange Broker. For thirteen years he was a director in the Provincial Office. For two years he was the President of the Management Board of Bank BDK Ukraina Ltd. and the chief specialist at PKO S.A. In the years and he was Commercial Advisor for the Polish Embassy in Kiev. Also, in the years he was the Supervisory Board Chairman of UNIMOR S.A. Krzysztof Żuk Member of the Supervisory Board He holds a PhD in economics, he graduated from the Economics Faculty at the Maria Curie-Skłodowska University in Lublin. An author and co-author of over 70 scientific publications, including 8 monographs. Since December 2010 he has been the Mayor of the City of Lublin his present main place of employment. In the years he was director of the Representative Office of the Ministry of Ownership Transformations in Lublin. In the years he was director of the Representative Office of the Ministry of Treasury in Lublin. In the years he was Deputy Mayor of the City of Lublin, and in the years Undersecretary of State at the Ministry of Treasury. He was a supervisory board member of companies with a State Treasury shareholding. Currently, he is a Supervisory Board member of Polskie LNG S.A

14 Governing bodies Management Board The Management Board of PGE Polska Grupa Energetyczna S.A. consists of from two to seven members, including President. The remaining members fulfil the functions of Vice Presidents. Members of the Management Board are appointed for a joint three-year term of office. Composition of the Supervisory Board as at 31 March 2011 Tomasz Zadroga President of the Management Board Appointed as President of the Management Board on 1 August Graduated from the International Economic and Political Relations Programme at the Economic and Social Faculty of the University of Łódź and The Association of Chartered Certified Accountants (ACCA). He has broad professional experience in corporate restructuring, strategic planning and finance management. His career to-date included serving on the management boards of commercial companies in a variety of industries, e.g. Inter Cars, IC Development & Finance, and Adidas Polska. He was also the financial director of Papyrus- Stora Enso Polska and ABB Polska. Marek Szostek Vice President of the Management Board for Development Appointed to the position of Vice President of the Management Board as of 3 August Graduate of Economics and Organisation of Transport at the Faculty of Domestic Trade of Central School of Planning and Statistics in Warsaw (presently, the Warsaw School of Economics). In the course of his professional career he was responsible for managing the key operational areas of commercial and production companies such as ASICS Polska Sp. z o.o., Adidas Poland Sp. z o.o., Nike Poland Sp. z o.o., Makton Sp. z o.o., Eurosmak Sp. z o.o., Fedrus S.A. In these companies he held management functions as Vice President of the Management Board, general director, sales and market development director and commercial director. He has also worked for the Treasury Chamber in Warsaw. Piotr Szymanek Vice President of the Management Board for Corporate Affairs Appointed as Vice President of the Management Board on 21 July Graduated from the Law and Administration Faculty of the Warsaw University and the Programme entitled Enterprise Management on the European Union Market at the Warsaw School of Economics. Legal advisor. He also ran his own Legal Advisor s Office which catered to important entities in the insurance and financial sector. He acquired professional experience in legal affairs in energy utilities by providing legal assistance and in legislation by working for Stołeczne Przedsiębiorstwo Energetyki Cieplnej S.A. and for Polskie Sieci Elektro energetyczne S.A. He was also a manager in various financial institutions, such as: Powszechny Zakład Ubezpieczeń S.A., Bank Współpracy Europejskiej S.A., Bank Pekao S.A. and Polski Bank Inwestycyjny S.A. Wojciech Ostrowski Vice President of the Management Board for Finance Appointed as Vice President of the Management Board for Finan ce on 17 March Graduated from the Warsaw School of Economics in Warsaw, majoring in the following fields: Business Value Management and The Oil Sector Management, and Production Economics. Previously he was Vice President of the Management Board and financial director at Unipetrol S.A., with a registered office in Prague. He was a member of the Management Board in Share Service Center Sp. z o.o., Unipetrol RPA Sp. z o.o. and Czeska Rafinerska S.A. Paweł Skowroński Vice President of the Management Board for Operating Affairs Appointed as Vice President of the Management Board for Operating Affairs on 17 March He graduated from the Warsaw University of Technology, the Faculty of Power and Aeronautical Engineering, specializing in power generation systems, and obtained the title of PhD in technical science, The other members of the Management Board of PGE Polska Grupa Energetyczna S.A. in the year 2010 Wojciech Topolnicki Vice President of the Management Board for Finance dismissed on 5 January 2011 Appointed as Vice President of the Management Board on 1 July Graduated from the Management and Economics Faculty of the Gdańsk University of Technology and Ecole Superieure de Commerce in Rouen (MBA studies). Has extensive professional experience in finance management. He worked, among others, as deputy financial director and financial controller in EADS PZL Warszawa-Okęcie S.A. and as Senior Manager in the Audit and Economic Consulting Department in Arthur Andersen Sp. z o.o. He also conducted his own business activity in corporate finance. The companies for which he worked included, among others: MicroStrategy Poland Sp. z o.o. (as financial director), GreenVenture S.A. and Polish Energy Partners S.A. as well as from Institut d Administration des En terprises Aixen-Provence Marseille (MBA). Previously, he was the Director for Strategy and Development in Vattenfall Poland Sp. z o.o., the President of the Management Board of BOT Górnictwo i Energetyka S.A. and the President of the Management Board in Stołeczne Przedsiębiorstwo Energetyki Cieplnej S.A. Marek Trawiński Vice President of the Management Board for Operating Affairs dismissed on 16 March 2011 Appointed as Vice President of the Management Board on 28 July Graduated with honours from the Electric Engineering Faculty of the Wrocław University of Technology and MBA studies at the European University in Montreux. Also completed several post-graduate studies including a course for English translators in science and technology at the University of Wrocław, a course on management finance and accounting at Wrocław College of Management and Finance, and a course on business communication and PR at the Warsaw School of Economics. Former President of the Management Boards of international and domestic companies, such as: ABB Instal Sp. z o.o., Alstom T&D Protection & Control S.A., Energetyka Sp. z o.o., MPWiK Sp. z o.o. He was a supervisory board member and supervisory board chairman of several commercial law companies

15 PGE Capital Group s segments of activity PGE Capital Group is the largest producer and provider of electricity in Poland and one of the biggest in Central and Eastern Europe. One of the essential strengths of the PGE Capital Group is its vertical integration and presence in nearly the whole value chain in the power generation business (with the exception of electricity transmission, which is the responsibility of the company PSE Operator S.A. an independent transmission system operator). The activities of the PGE Capital Group are divided into the following segments: Mining and Conventional Power Generation, Renewable Power Generation, Nuclear Power Generation, Distribution, Wholesale Trade, Retail Sales. The objective of the Consolidation Programme is the restructuring of PGE Capital Group s structure and processes resulting in the effective use of resources and cooperation among the particular business segments. On 28 June 2010 the Management Board of PGE Polska Grupa Energetyczna S.A. adopted A Business Model of the PGE Capital Group determining the functions of the particular operating segments as well as the division of tasks and responsibilities along the whole value chain of the PGE Capital Group. The so-far independent companies were consolidated into four subsidiaries of PGE Polska Grupa Ener getyczna S.A. The integration of operations within the particular business segments is the responsibility of the Consolidated Companies and PGE Energia Jądrowa S.A., while the integration of operations along the whole value chain and the segment of Wholesale are managed by PGE Polska Grupa Energetyczna S.A. PGE Polska Grupa Energetyczna S.A. Corporate Centre + Wholesale Trade PGE Górnictwo i Energetyka Konwencjonalna S.A. PGE Energia Odnawialna S.A. PGE Energia Jądrowa S.A. PGE Dystrybucja S.A. PGE Obrót S.A. Branches* Branches** Special Purpose Vehicles Branches Branches * The process of the merger of PGE Elektrownia Opole S.A. with PGE Górnictwo i Energetyka Konwencjonalna S.A. is pending. Currently, 85% of shares in PGE Elektrownia Opole S.A. is held by PGE Polska Grupa Energetyczna S.A. ** The process of the consolidation of Elektrownia Wiatrowa Kamieńsk with PGE Energia Odnawialna S.A. is in progress. 21

16 PGE Capital Group s segments of activity PGE Polska Grupa Energetyczna S.A. Corporate Centre PGE Polska Grupa Energetyczna S.A. The Corporate Centre is responsible for the overall management of the PGE Capital Group, including the formulation of strategy and supervision over the activities of PGE CG. The Corporate Centre s major tasks will include the following: the building of the PGE Capital Group s value for shareholders, the development and updating of the PGE Capital Group s strategy, Core-Activities Processes: Wholesale Trade Retail Sales Lignite Mining Generation of Electricity and Heat Provision of Regulatory System Services Distribution of Electricity and Heat the determination of objectives for the Central Headquarters of the Consolidated Companies and the coordination of work on the implementation of the PGE Capital Group s strategy in the particular business segments, the development and updating of the business model, the integration of the activities of the subsidiaries within the scope of the value chain, supervision over the activities of the particular business segments, the determination of a transfer prices policy, the standardisation and harmonisation of solutions effective in the PGE Capital Group. Management Processes: Strategic Management Business Supervision Planning and Controlling Organisation and Shareholder Supervision Regulatory Management Investor Relations Supporting Processes: Investment Management Research and Development Financial Management Accounting and Taxes IT Management Purchases Human Resources Management Internal Audit Risk Management Marketing and PR Administration Segment: Wholesale Trade PGE Electra S.A., previously responsible for wholesale trade, was merged with PGE Polska Grupa Energetyczna S.A. On 8 December 2010 the shareholders present at the Extraordinary Shareholders Meeting of PGE adopted a resolution concerning the merger of PGE Polska Grupa Energe tyczna S.A. (the Acquiring Company) with PGE Electra S.A. (the Company Being Acquired) within the scope of the PGE Capital Group s consolidation programme. In consequence of the merger, the Company Being Acquired was dissolved without any liquidation proceedings. The merger was carried out by way of transferring all assets of PGE Electra S.A. to PGE Polska Grupa Energetyczna S.A. (merger by acquisition) without any increase in the share capital of PGE Polska Gru pa Energetyczna S.A. and without any exchange of shares in PGE Electra S.A. for shares in PGE Polska Grupa Energetyczna S.A. PGE Electra S.A. dealt with wholesale trade in electricity and related products (e.g. property rights, emission allowances) within the PGE Capital Group. It was also a company entering into transactions with entities from outside the PGE Capital Group, e.g. it was responsible for the purchase of coal. At the time of the registration of the mergers all competences of PGE Electra S.A. were taken over by PGE Polska Grupa Energetyczna S.A. On foreign power exchanges, PGE Polska Grupa Energetyczna S.A. is represented by Electra Deutschland GmbH. In 2010 total sales revenues in the segment of Wholesale Trade equalled PLN million, or a 7% drop in comparison to the results for The segment s EBIT in 2010 was PLN million, and EBITDA PLN million. In the previous year EBIT had reached a level of PLN million, and EBITDA PLN million. A lower value of 2010 EBIT in the segment of Wholesale Trade as compared to that of 2009 resulted mainly from lower margins achieved on electricity sales on the wholesale market. Furthermore, in 2010 the wholesale trade companies sales volume was by approximately 4.2 TWh lower than that in

17 PGE Capital Group s segments of activity Trade on power exchanges In 2010 PGE Polska Grupa Energetyczna S.A. and PGE Electra S.A. were involved in trade in electricity generated by the companies belonging to the PGE Capital Group and sold on the domestic or foreign markets or to retail sales companies within the Group. Under the provisions of the Energy Law, electricity sales transactions were concluded directly first of all on the Polish Power Exchange. The organisation of electricity wholesale trade within the PGE Capital Group underwent necessary modifications with a view to its adjustment to the requirements of the amended Energy Law (Article 49a clauses 1 and 2 of the Energy Law), introducing the so-called exchange trade obligation. Segment: Mining and Conventional Power Generation With a 40% market share, the PGE Capital Group is a leader in the domestic electricity generation market. PGE Capital Group s activities within the segment of Mining and Conventional Power Generation are conducted by the Company PGE Górnictwo i Energetyka Konwencjonalna S.A. PGE Górnictwo i Energetyka Konwencjonalna S.A. (PGE GiEK S.A.) is focused on the generation of electricity and heat. The Company s tasks include also the assurance of the availability of generation units, the execution of investment projects related to the modernisation of the current and construction of new generation capacities as well as the restructuring of disposable assets. With its headquarters in Bełchatów, the Company s branches are located in eight provinces. The headquarters functions as the Company s administrative, strategic and decision-making centre. Since the effective date of the amended Energy Law all energy produced by PGE CG and covered by the provisions of Article 49a clauses 1 and 2, has been sold on power exchanges. Selling its electricity output mostly on power exchanges (with the exception of renewable energy and cogeneration), the PGE Capital Group contributes to the development of transparent price indexes in the domestic electricity market. PGE intends to build a transparent and competitive energy market in Poland. PGE GiEK S.A. is responsible for the coordination of the activities of its eleven branches, including the following: Lignite mines belonging to the PGE Capital Group PGE GiEK S.A. Branch KWB Bełchatów, PGE GiEK S.A. Branch KWB Turów. Conventional power plants belonging to the PGE Capital Group PGE GiEK S.A. Branch Elektrownia Bełchatów, PGE GiEK S.A. Branch Elektrownia Turów, PGE GiEK S.A. Branch Zespół Elektrowni Dolna Odra, PGE Elektrownia Opole S.A. the process of consolidation with PGE GiEK S.A is in progress. Cogeneration plants belonging to the PGE Capital Group PGE GiEK S.A. Branch Elektrociepłownia Lublin Wrotków, PGE GiEK S.A. Branch Elektrociepłownia Kielce, PGE GiEK S.A. Branch Elektrociepłownia Rzeszów, PGE GiEK S.A. Branch Elektrociepłownia Gorzów, PGE GiEK S.A. Branch Zespół Elektrociepłowni Bydgoszcz, PGE GiEK S.A. Branch Elektrociepłownia Zgierz. In 2010 gross sales revenues together with flows among the segments within the segment of Mining and Conventional Power Generation equalled PLN million, which was an 8% drop in comparison to the 2009 results. Segment: Renewable Power Generation Within the PGE Capital Group, investments in the development of renewable power generation are managed by PGE Energia Odnawialna S.A. PGE Energia Odnawialna S.A. provides system services supporting the security of the national power system as well as generates and supplies electricity of the highest quality generated by means of environment-friendly technologies utilising renewable primary energy sources. The segment s EBIT for 2010 was PLN million, and EBITDA PLN million. In the previous year EBIT had reached a level of PLN million, and EBITDA PLN million. A fall in EBIT resulted mainly from a PLN million drop in revenues from LTC compensations. A lower level of revenues from LTC compensations was partly compensated by an increase in other operating revenues related mainly to the release of balance sheet provisions. PGE Energia Odnawialna S.A. coordinates the activities of four branches: PGE Energia Odnawialna S.A. Branch Czymanowo, PGE Energia Odnawialna S.A. Branch Dychów, PGE Energia Odnawialna S.A. Branch Solina PGE Energia Odnawialna S.A. Branch Międzybrodzie Bialskie. The priority of Renewable Power Generation segment is the implementation of the renewable energy sources development policy. The Company is actively involved in the promotion of renewable energy sources and pro-ecological education