8 July 2013

1. Privatisation Plan & Investment Opportunities Tomasz Zganiacz – Director, Capital Markets Department 8 July 2013

2. Main goals Privatisation to date Future privatisation

3. 1. Main goals

4. Ministry of State Treasury main goals Privatisation • Therewere260 companies earmarked for privatisation in 2012-2013 • As of May 2013, 120companiesalready sold Capital markets • Development of Poland’scapitalmarkets and strengthening the role of Warsaw as a regionalfinancialcentre Supervision of state holding companies • Shares in 150 companies (including strategic companies - not for privatisation) • Professional corporate governance and management Energy projects • Sharesinthe 4 biggest energy companies • Plannedcapex of EUR30 – 37bn for energy production and distribution in 10 years Strategic projects Shale gas • Production of shale gas on a small scale is planned for 2014, with industrial production by 2015 Polish InvestmentsProgramme • Fund-like structure • Aims to stimulateinvestmentsintoinfrastructure throughco-investments with the private sector 4

5. 2. Privatisation to date

6. Objectives of privatisation Privatisation objectives are multidimensional and multifaceted transformation of the Polisheconomy enhancing the economy’scompetitiveness assurance of Statebudgetrevenues development of aneffective and flexible private sector development of capitalmarkets to attractissuers and investors greateraccessto capital by companies

7. Privatisationmethods Types of privatisation Indirect privatisation involves sale of shares held by the Treasury Assumes earlier commercialisation, i.e. the transformation of a state-owned enterprise into a company wholly owned by the Treasury (sole shareholder) Directprivatisation involves disposal of all assets of a state-owned enterprise The direct nature of the privatisationresults from implementation of the process,withoutpriorcommercialisation

8. Ownership transformation 1990 - 2012 8453number of state-owned enterprises as of 31 December 1990 5995 number of state-owned enterprises whichunderwentownershiptransformation* 1753 commercialisation 1934 liquidation As of end of 2012 therewere: 70 registered state-owned enterprises 23active state-owned enterprises * as of 31December 2012 2308 direct privatisation

9. Key transactions to date Poland - one of the largest number of IPOs and ABOs in Europe (2009-2013) 34.3% stake sold by the MoT in a $1.9bn IPO. Largest CEEMEA IPO since April 2010, 5th largest CEEMEA equity offering ever ABB of the leading global copper product: 10% of MoT shares ($723m). It was the largest ever ABB in CEE region 12.1% stake offered by the Government in a $112m IPO. 11.75% stake offered by the Government and BGK in a $1.6bn ABO Second stage of privatisation. Sale of 16.05% MoT shares on the WSE through Fully Marketed Offer ($379m) 7.0% stake offered by the Government in a $940m ABO IPO of a leading energy group ($830m), despite challenging market conditions IPO of the largest Polish energy group ($2.1bn). Ranked as the largest IPO in Europe for 2009 IPO of Poland’s leading insurance company ($2.7bn). The largest IPO in Europe since 2007. Largest ever IPO in CEE region A 63.8% stake sold by the government into the market for $422m 11.9% stake offered by the Government in a $449m ABO IPO of Polski Holding Nieruchomości, one of the leading real estate company in Poland (PLN239m) 50% stake sold by the Government in a $220m IPO on the WSE Rights issue of PKO BP , the A 51 . 6 % stake IPO of the The remaining stake in TP S.A., telecomcompany was sold on the WSE on 5 August 2010 ($292m) largest Polish Sale of 10 % of Completion of of the second leading thermal ABB of a 42 % 10 . 8 % stake bank by assets shares of privatisation largest utility 10 % stake sold 7 . 0 % stake coal miner stake sold by offered by the ( $ 1 . 6 bn ). leading oil & gas through sale of company in by the offered by the ( $ 166 m ). the MoT and Government in Opening of rights company 46 . 7 % shares Poland was Government in Government in Reopening of state bank BGK a $ 1.3 bn issue market for through ABB on through ABB floated on the $ 1 . 2 bn ABO a $ 799 m ABO IPO market in ( $ 119 m ) ABO financial WSE ( $ 142 m ) ( $ 395 m ) WSE on 30 Europe institutions in June ( $ 1 . 3 bn ) Poland

10. Privatisation transactions – completed Privatisation revenues 2001-2013YTD (EUR bn) 1) Public sector contribution to Poland’s GDP2) Allocation of privatisation revenues Entrepreneurs' Restructuring Fund -15% of privatisation revenues Restitution Fund - resources from the sale of the Treasury’s 5% stakes in companies formed as a result of commercialisation State Treasury Fund - 2% of privatisation revenues National Science and TechnologyFund - 2% of privatisation revenues Demographic Reserve Fund - 40% of gross privatisation revenues net of Restitution Fund 1) exchange rate 1 €= 4.1432PLN; 2) Polish Central Statistical Office

11. 3. Future privatisation

12. Polish Privatisation Plan 2012–2013 Privatisation Plan • ca. 260 companies earmarked for privatisation (e.g. energy, food, transport, metallurgy, chemicals, services, coal mining, real-estate, defence, agriculture) • The Ministry intends to sell off all of its holdings in 85% of companies included in the Privatisation Plan • As of May 2013, 120 companies already sold • 86 companies in which the State has a majority % remain to be privatised (mainly in transport and machinery sectors) mostly via public privatisation procedures • H.Cegielski , the only EU manufacturer of two-stroke marine diesel engines with sales of PLN 65mln • Fabryka Przewodów Energetycznych Bedzin, manufacturer of copper and aluminium wire with sales of PLN 96mln • The Ministry will retain majority/controlling stakes in companies of strategic importance (mainly energy, financial and defence companies) • Privatisation proceeds in 2012 of €2.2bn, target €1.2bn in 2013 Privatisation methods Capital markets Trade sale • IPO and follow-on offerings pipeline • Civic Shareholding • The intention is to retain decision-making and intellectual capital creation in Poland • Negotiations following a public invitation, public tender, public auction • Direct sale to secure know-how and consolidated ownership • Price is the only selection criterion • Additional investor commitments 12

13. Privatisation via the stock exchange • Privatisation Plan 2012-2013 • Many companies earmarked for privatisation are already listed on the WSE • Timeframe dependent on market conditions • Key sectors • Chemical • Energy • Financial institutions • Mining

14. Strategic companies • Strategic companies • The Treasury has identified corecompanies which are considered to be of strategic importance to the country • The Treasury will sell tranches but will retain majority/controlling stakes • The priority is to increase corporate governance standards, professionalism, transparency and quality in those companies • Priorities • Professional management and supervisoryboard selection procedures • Compensation and incentiveschemes for management • Corporate governance • WSE’sCode of Best Practice for listed companies • Apply bestpractice in corporategovernance • To assure professional management and supervision of companies • The goal is to create long-term value for all shareholders of publicly listed state-owned companies

15. ”PolishInvestments” Programme

16. Contact us General Information Tel. (+48) 22 695 90 01/02 E-mail:investor@msp.gov.plwww.msp.gov.pl PrivatisationDepartment - Trade Sale Tel. (+48) 22 695 87 22 Fax (+48) 22 695 88 18 E-mail: dpr@msp.gov.pl Capital MarketsDepartment Tel. (+48) 22 695 97 04 Fax (+48) 22 695 87 01 E-mail:drk@msp.gov.pl