Press conference Investment Agreement and commencement of partner

Press conference Investment Agreement and commencement of partner collaboration Warsaw, 23 September 2009

Contents ● Main transaction assumptions ● Investment plans of the Polish power engineering sector – market potential ● Transaction parties – basic information ● Prospective synergies ● Contact ● Appendix – detailed information on the transaction parties 2

Main transaction assumptions (1) Conclu Establishment of collaboration between PBG S. A. and Energomontaż-Południe S. A. sion of an invest • Gaining funds for the development of Energomontaż-Południe S. A. ment • PBG S. A. , as a sector investor, will take over a package of 25% + 1 agree Resolut share after the capital increase ment ion of on 21 the Septe EGM PRECEDENT CONDITIONS of • Resolution of the Extraordinary General Meeting (EGM) of mber Shareholders of Energomontaż-Południe S. A. on conditional 2009 olders capital increase with the stock right exclusion of • Issue of 22, 582, 001 series A warrants exchangeable into series E Energo shares in a 1: 1 ratio with the price of series E shares: PLN 3. 45 montaż • Corporate issue targeting PBG S. A. and Mr. Andrzej Hołda Południ Court (President of Energomontaż-Południe S. A. ) e S. A. registr of 22 ation • Registration in the National Court Register of entrepreneurs at the Sep of the Court competent for the registered office of Energomontaż 2009 conditi Południe S. A. onal capital Issue increa of • Taking over 17, 743, 002 warrants by PBG S. A. and 4, 838, 999 se series warrants by Mr. Andrzej Hołda A • Exchange of the warrants into shares - funds acquired from the warran Proced issue: ca. PLN 77. 9 million ts and ures of series Nation E al shares Deposi • Registration of the new shares in the National Depository for Securities (NDS) Securit • Placement of the shares in the regulated market at the Warsaw ies and Stock Exchange (WSE) Warsa w TRANSACTION CLOSURE PLANNED – 1 ST QUARTER OF 2010 Stock Excha 3 nge

Energom Main transaction assumptions (2) ontażMutual benefits Południe S. A. Consolidati on centre for constructio n and assembly services • Gaining considerable funds for the for power company development (including engineerin acquisitions) g • Support for winning high-value contracts owing to the marketing and financial potential of the PBG S. A. group • Expansion of the network of contacts in the country and abroad • Considerable increase of revenues due to being engaged in the ventures performed by PBG S. A. ; the value of contracts for the years 2009 -2011 not lower than PLN 250 million (market conditions, based on the principle of competition) PBG S. A. COLLABORATION Inter natio nal and dome stic partn ers SYNERGIES Leading constructio n group in Poland • Development of business in the segment of considerable revenue generating potential and relatively low risk of the economic situation • Considerable and rapid extension of competences and contacts in the power engineering sector • Use of the potential of EnergomontażPoudnie S. A. for performance of the contracts concluded in sectors other than power engineering • Access to a production base of steel structures making erection of sports facilities and other ventures easier Objective: leading general contractor in the power engineering sector 4

Investment plans of the Polish power engineering sector – market potential Market potential Reduction of environmental impact • The current installed power capacity of the Polish power plants is 34. 5 GW • It is estimated that within the next few years ca. 13 GW of the power capacity will be disabled due to technical wear and environmental nuisance • In 2007, the share of power generated from renewable sources in the overall primary power volume came to 6. 9% • In accordance with the EU regulations, Poland is obliged to attain the said share on the level of 20% by the year 2020 • The level of CO 2 and dust emission to the atmosphere exceeds the European standards • Necessity of installing new power capacities of more than 30 GW • Increase of the share of renewable energy sources in power generation requires investments in biomass combustion installations • Reduction of the pollutants emission involves modernisation of filters, extension of desulphurisation systems, etc. • The estimated volume of the investments required in the Polish power engineering sector is ca. PLN 80 billion • The largest Polish power engineering groups (including PGE, Tauron, Enea, Energa, Vattenfall, RWE, Gd. F Suez and Ed. F) have developed individual investment strategies concerning construction of new power units and modernisation of the existing ones as well as investments limiting their environmental impact • Performance of the investments assumed will be positively reflected by the demand for the Company's services and constitutes a chance for increasing its future revenues Opportunity for the power construction sector Required actions Current standing of the Polish power sector Expansion of productive capacity 5

Transaction parties – basic information (1) Energomontaż-Południe S. A. Basic scope of activity • Construction and assembly services for the power engineering industry in the scope of modernisation of old productive capacities and installation of new ones Other fields of activity • Manufacture of steel structures (two production plants) PBG S. A. • General contracting in the scope of natural gas, petroleum and fuel installations • Construction of water installations • Road building • Real estate development activity Employment Main customers Capitalisation • Revenues of PLN 240 million in 2008 • Revenues of PLN 2, 091 million in 2008 • 876 persons • 4, 100 persons • Polish and German power engineering corporations and companies • Petrochemical, gas and water engineering industry • PGE, Koksoprojekt, Westfalen Power Plant, Karlsruhe Power Plant Scale of activity • Construction of sports and housing facilities • PGNi. G, National Sports Centre, ZIOTP NATO • PLN 242 million • PLN 3, 136 million 6

Transaction parties - basic information (2) Fields of activity of the Energomontaż-Południe S. A. group PRESSURE PART DUCTS AND PIPELINES FURNACE PART COOLING INSTALLATIONS AIR AND FLUE GAS DUCTS 7 ENGINE ROOM: PIPELINES

En Synergies between the Partners er Complementary competences of the transaction parties go mo PB nta G żS. Po A. łud nie S. • Specialisation in the segment of • Specialisation in projects for gas A. construction and assembly services for engineering, environmental protection, industry and road building power engineering • Manufacture of steel structures • Contracting of projects for Euro 2012 • Real estate developing activity • Expansion of the real estate developing activity Establishment of a strong group competent in the fields of construction and assembly services as well as manufacture of steel structures for power engineering and infrastructure whose potential enables application for general contracting of the largest projects 8

Contact Energomontaż-Południe S. A. PBG S. A. Vice President of the Management Board Financial Director Alina Sowa phone: +48 32 200 82 40 mobile: 0 609 792 172 fax: +48 32 258 65 22 e-mail: sowa@energomontaz. pl Spokesperson Jacek Krzyżaniak phone: +48 61 66 51 761 mobile: 0 605 470 599 fax: +48 61 66 51 701 e-mail: jacek. krzyzaniak@pbg-sa. pl 9

Contents ● Appendix – detailed information on the transaction parties 10

Energomontaż-Południe S. A. – detailed information (1) Fields of activity of of Energomontaż-Południe S. A. Construction and assembly services: • The Company's basic scope of activity includes assembly, modernisation and repair of components of power installations • The Company also renders its services in the following sectors: mining, steel, chemical, refining and cement industry • The works conducted by the Company are characterised by high ecological and economical quality • 69% of the 2008 revenues were attained under performance of construction and assembly services General contracting: • Under large investments, the Company acts as the general contractor coordinating the works performed by all subcontractors and co-operators (Energetyka Dwory – repair of the OP-140 boiler, GOSD Zabrze – overhaul of the gasworks building) • Comprehensive handling of projects, from the design stage, through delivery and assembly of machines and appliances, to training and post-warranty service • The revenues attained in 2008 under general contracting commissions constituted 9% of the Company's overall revenues 11

Energomontaż-Południe S. A. – detailed information (2) Fields of activity of of Energomontaż-Południe S. A. Industrial production and other services: • The range of products manufactured by the Company includes steel structures and crane components, flue gas and air funnels and ducts, tanks and electrofilter components • Other services rendered by the Company comprise sales of steel products, material testing and professional training • The production segment and the services rendered accounted for ca. 19% of the revenues in 2008 Real estate developing activity: • In 2008, the Company conducted a real estate developing project in Wrocław for 212 flats and office premises of the overall usable area of ca. 7, 800 m 2 • The housing estate project currently implemented in Katowice comprises erection of 6 four-storey buildings located in Katowice-Ligota 12

Energomontaż-Południe S. A. – detailed information (3) Shareholder structure and quotations Company Authorities Management Board • Andrzej Hołda President of the Management Board • Alina Sowa Vice President of the Management Board • Jacek Fydrych Member of the Management Board Shareholder Shares/votes at the GSM (in thousand pcs. ) % share Renata Gasinowicz 7, 578 15. 66% Stanisław Gasinowicz 4, 854 10. 03% Andrzej Mikucki and Piotr Mikucki 4, 390 9. 07% Others 31, 568 65. 24% Total 48, 390 100. 00% Source: Energomontaż-Południe S. A. Supervisory Board • Sławomir Masiuk • Marek Wesołowski • Andrzej Kowalski • Tomasz Woroch • Andrzej Wilczyński Source: Energomontaż-Południe S. A. 13

Energomontaż-Południe S. A. – detailed information (4) Shareholder structure and quotations Company quotation relative to the WIG index Basic indices No. of shares [million] Share price as of 22 Sep 2009 [PLN] Market value as of 22 Sep 2009 [PLN] 48. 4 5. 00 242. 0 Net debt as of 30 Jun 2009 [PLN] Enterprise value as of 22 Sep 2009 [PLN] EBITDA 2008 [PLN million] Net profit in 2008 [PLN million] 126. 0 368. 0 29. 8 15. 7 Source: GPW S. A. ; Consolidated financial statements of the Energomontaż-Południe S. A. Capital Group for 2008 and the first half of 2009. WIG relatively Source: GPW S. A. 14

PBG S. A. – detailed information (1) Fields of activity General contracting in the scope of natural gas, petroleum and fuel installations under "turn-key" system Natural gas and petroleum: • ground-based installation for natural gas and petroleum extraction • installation for natural gas condensation as well as storage and re-gasification of LNG • LPG, C 5+ separation and storage stations • desulphurisation systems • ground-based installations of underground natural gas store-rooms • petroleum tanks • systems of natural gas and petroleum transport including reduction-measurement and measurement-clearance stations, mixing stations, distribution points, compressor stations, etc. • LNG installations Fuels • • 15 fuel store-rooms and tanks technical and sanitary installations

PBG S. A. – detailed information (2) Fields of activity General contracting of turn-key projects in the scope of water installations as well as industrial and road building Water • technological and sanitary installations for water supply and sewage systems including: - water works - sewage disposal systems - water mains and collecting pipes - water intakes - sewage treatment plants • hydrotechnical facilities including: - dams - storage reservoirs - river embankments • refurbishment of water supply and sewage disposal installations Road building Industrial and residential construction • road construction works • auxiliary infrastructure • • 16 general construction industrial infrastructure

PBG S. A. – detailed information (3) Shareholder structure and quotations Company Authorities Management Board • Jerzy Wiśniewski - President of the Management Board • Tomasz Woroch Vice President of the Management Board • Przemysław Szkudlarczyk - Vice President of the Management Board • Tomasz Tomczak - Vice President of the Management Board • Mariusz Łożyński - Vice President of the Management Board • Tomasz Latawiec - Member of the Management Board Supervisory Board • Maciej Bednarkiewicz • Jacek Kseń • Wiesław Lindner • Dariusz Sarnowski • Adam Strzelecki Source: PBG S. A. Shareholder Votes at GSM Jerzy Wiśniewski ING Nationale Nederlanden OFE AVIVA OFE Free float TOTAL 8, 470 927 -1, 854 6, 357 -8, 211 18, 535 Source: PBG S. A. 17 % share 45. 7% 5 -10% 34. 3 -44. 3% 100%

PBG S. A. – detailed information (4) Shareholder structure and quotations Basic indices No. of shares [million] Share price as of 22 Sep 2009 [PLN] Market value as of 22 Sep 2009 [PLN] 14. 3 219. 4 3, 136. 3 Net debt as of 30 Jun 2009 [PLN] Enterprise value as of 22 Sep 2009 [PLN] EBITDA 2008 [PLN million] Net profit in 2008 [PLN million] 475. 0 3, 611. 3 271. 0 158. 2 Source: GPW S. A. ; Consolidated financial statements of the PBG S. A. Capital Group for 2008 and the first half of 2009. Company quotation relative to the WIG index WIG relatively Source: GPW S. A. 18