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Press conference

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

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Press conference

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  1. Press conference Investment Agreementand commencementof partner collaboration Warsaw, 23 September 2009

  2. 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

  3. Main transaction assumptions (1) Establishment of collaboration between PBG S.A. and Energomontaż-Południe S.A. Conclusion of an investment agreement on 21 September 2009  • Gaining funds for the development of Energomontaż-Południe S.A. • PBG S.A., as a sector investor, will take over a package of 25% + 1 share after the capital increase Resolution of the EGM of Shareholders of Energomontaż-Południe S.A. of 22 Sep 2009 CONDITIONS PRECEDENT • Resolution of the Extraordinary General Meeting (EGM) of Shareholders of Energomontaż-Południe S.A. on conditional capital increase with the stock right exclusion • Issue of 22,582,001 series A warrants exchangeable into series E shares in a 1:1 ratio with the price of series E shares: PLN 3.45 • Corporate issue targeting PBG S.A. and Mr. Andrzej Hołda (President of Energomontaż-Południe S.A.)  Court registration of the conditional capital increase • Registration in the National Court Register of entrepreneurs at the Court competent for the registered office of Energomontaż-Południe S.A. Issue of series A warrants and series E shares • Taking over 17,743,002 warrants by PBG S.A. and 4,838,999 warrants by Mr. Andrzej Hołda • Exchange of the warrants into shares - funds acquired from the issue: ca. PLN 77.9 million Procedures of National Depository for Securities and Warsaw Stock Exchange • Registration of the new shares in the National Depository for Securities (NDS) • Placement of the shares in the regulated market at the Warsaw Stock Exchange (WSE) TRANSACTION CLOSURE PLANNED – 1ST QUARTER OF 2010

  4. Energomontaż-Południe S.A. Consolidation centre for construction and assembly services for power engineering PBG S.A. Leading construction group in Poland Main transaction assumptions (2) Mutual benefits COLLABORATION International and domestic partners • 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 Energomontaż-Poudnie 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 • Gaining considerable funds for the company development (including acquisitions) • 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) SYNERGIES Objective: leading general contractor in the power engineering sector

  5. Investment plans of the Polish power engineering sector – market potential Market potential Reduction of environmental impact Expansion of productive capacity • 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 CO2 and dust emission to the atmosphere exceeds the European standards Current standing of the Polish power sector • 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. Required actions • 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, GdF Suez and EdF) 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

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

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

  8. Energomontaż-Południe S.A. PBG S.A. Synergies between the Partners Complementary competences of the transaction parties • Specialisation in the segment of construction and assembly services for power engineering • Manufacture of steel structures • Real estate developing activity • Specialisation in projects for gas engineering, environmental protection, industry and road building • Contracting of projects for Euro 2012 • 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

  9. Energomontaż-Południe 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 PBG S.A. 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 Contact

  10. Contents • Appendix – detailed information on the transaction parties

  11. Energomontaż-Południe S.A. – detailed information(1) Fields of activity 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 gas-works 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

  12. Energomontaż-Południe S.A. – detailed information(2) Fields of activity 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 m2 • The housing estate project currently implemented in Katowice comprises erection of 6 four-storey buildings located in Katowice-Ligota

  13. 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 • Supervisory Board • Sławomir Masiuk • Marek Wesołowski • Andrzej Kowalski • Tomasz Woroch • Andrzej Wilczyński Source: Energomontaż-Południe S.A. Source: Energomontaż-Południe S.A.

  14. Energomontaż-Południe S.A. – detailed information (4) Shareholder structure and quotations Basic indices Company quotation relative to the WIG index 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.

  15. 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, C5+ 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 • fuel store-rooms and tanks • technical and sanitary installations

  16. 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 • road construction works • auxiliary infrastructure • Industrial and residential construction • general construction • industrial infrastructure

  17. Shareholder Votes at GSM % share Jerzy Wiśniewski 8,470 45.7% ING Nationale Nederlanden OFE 927-1,854 5-10% AVIVA OFE 927-1,854 5-10% Free float 6,357-8,211 34.3-44.3% TOTAL 18,535 100% 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. Source: PBG S.A.

  18. PBG S.A. – detailed information(4) Shareholder structure and quotations Basic indices 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.

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