Slajd 1

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

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Main transaction assumptions (1) Establishment
of collaboration between PBG S.A. and
Energomontaz-Poludnie S.A.
Conclusion of an investment agreement on 21
September 2009
?

• Gaining funds for the development of
  Energomontaz-Poludnie 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
Energomontaz-Poludnie S.A. of 22 Sep 2009
CONDITIONS PRECEDENT

• Resolution of the Extraordinary General Meeting
  (EGM) of Shareholders of Energomontaz-Poludnie
  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 11 ratio
  with the price of series E shares PLN 3.45
• Corporate issue targeting PBG S.A. and Mr.
  Andrzej Holda (President of Energomontaz-Poludnie
  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 Energomontaz-Poludnie 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 Holda
• 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
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Energomontaz-Poludnie 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

• 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)

• 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 Energomontaz-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

SYNERGIES
Objective leading general contractor in the
power engineering sector
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Investment plans of the Polish power engineering
sector market potential Market potential
Expansion of productive capacity
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 CO2 and dust emission to the
  atmosphere exceeds the European standards

Current standing of the Polish power sector

• 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.

• Necessity of installing new power capacities of
  more than 30 GW

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
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Transaction parties basic information (1)
Energomontaz-Poludnie 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 240 million in 2008

• Revenues of PLN 2,091 million in 2008

Employment

• 876 persons

• 4,100 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

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Transaction parties - basic information (2)
Fields of activity of the Energomontaz-Poludnie
S.A. group
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Energomontaz-Poludnie 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
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Contact

• Energomontaz-Poludnie S.A.
• Vice President of the Management Board
• Financial Director
• Alina Sowa
• phone [phone]
• mobile [phone]
• fax [phone]
• e-mail sowa_at_energomontaz.pl

• PBG S.A.
• Spokesperson
• Jacek Krzyzaniak
• phone [phone]
• mobile [phone]
• fax [phone]
• e-mail jacek.krzyzaniak_at_pbg-sa.pl

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Contents

• Appendix detailed information on the
  transaction parties

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Energomontaz-Poludnie S.A. detailed information
(1) Fields of activity
Fields of activity of of Energomontaz-Poludnie
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

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Energomontaz-Poludnie S.A. detailed information
(2) Fields of activity
Fields of activity of of Energomontaz-Poludnie
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 Wroclaw 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

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Energomontaz-Poludnie S.A. detailed information
(3) Shareholder structure and quotations
Company Authorities

• Management Board
• Andrzej Holda
• President of the Management Board
• Alina Sowa
• Vice President of the Management Board
• Jacek Fydrych
• Member of the Management Board
• Supervisory Board
• Slawomir Masiuk
• Marek Wesolowski
• Andrzej Kowalski
• Tomasz Woroch
• Andrzej Wilczynski

Source Energomontaz-Poludnie S.A.
Source Energomontaz-Poludnie S.A.
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Energomontaz-Poludnie 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 Energomontaz-Poludnie S.A.
Capital Group for 2008 and the first half of 2009.
WIG relatively
Source GPW S.A.
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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

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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

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PBG S.A. detailed information (3) Shareholder
structure and quotations
Company Authorities

• Management Board
• Jerzy Wisniewski - President of the Management
  Board
• Tomasz Woroch Vice President of the Management
  Board
• Przemyslaw Szkudlarczyk - Vice President of the
  Management Board
• Tomasz Tomczak - Vice President of the Management
  Board
• Mariusz Lozynski - Vice President of the
  Management Board
• Tomasz Latawiec - Member of the Management Board
• Supervisory Board
• Maciej Bednarkiewicz
• Jacek Ksen
• Wieslaw Lindner
• Dariusz Sarnowski
• Adam Strzelecki

Source PBG S.A.
Source PBG S.A.
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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.