PGNiG : Resolutions adopted by the Extraordinary General Meeting of PGNiG SA convened for April 24th 2014

Warsaw, April 24th 2014

Current Report no. 59/2014

The Management Board of Polskie Górnictwo Naftowe i Gazownictwo SA ("PGNiG" or the "Company") is publishing the resolutions adopted by the Extraordinary General Meeting of PGNiG convened for April 24th 2014.

concerning: adoption of the agenda for the Extraordinary General Meeting of PGNiG SA Section 1
The Extraordinary General Meeting of PGNiG SA resolves to adopt the following agenda:
1. Opening of the Meeting
2. Appointment of the Chairperson of the Meeting
3. Preparation of the attendance list
4. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions
5. Approval of the agenda
6. Adoption of a resolution to approve the contribution in kind, to PGNiG Obrót Detaliczny Sp. z o.o., of PGNiG SA's organised part of business, within the meaning of Art. 55.1 of the Polish Civil Code, under the name Retail Trading Segment, by way of transfer of assets forming the organised part of business to PGNiG Obrót Detaliczny Sp. z o.o.
7. Closing of the Meeting.
Section 2
This Resolution shall be effective as of its date.

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concerning: approval of the contribution in kind, to PGNiG Obrót Detaliczny Sp. z o.o., of PGNiG SA's organised part of business, within the meaning of Art. 55.1 of the Polish Civil Code, under the name Retail Trading Segment, by way of transfer of assets forming the organised part of business to PGNiG Obrót Detaliczny Sp. z o.o.
Acting pursuant to Art. 56.3.1, Art. 56.3.3, Art. 56.3.3a and Art. 57.1 of the Company's Articles of Association and considering the opinion of the PGNiG Supervisory Board contained in Resolution No. 37/VI/2014 of April 23rd 2014 on the Management Board's proposal No.
138/2014 of March 13th 2014, the General Meeting hereby resolves as follows: Section 1
The General Meeting approves the contribution in kind, to PGNiG Obrót Detaliczny Sp. z o.o., of PGNiG SA's organised part of business, within the meaning of Art. 55.1 of the Polish Civil Code, under the name Retail Trade Segment, including the properties listed in Schedule 1 to this Resolution, to be effected by way of transfer of assets forming the organised part of business to PGNiG Obrót Detaliczny Sp. z o.o. of Warsaw, at a value determined based on a valuation by an expert appraiser, but not higher than PLN 2,615,000,000.00 (two billion, six hundred and fifteen million złoty).
Section 2
This Resolution shall be effective as of its date.

1.1 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Wałbrzych maintains Land and Mortgage Register entry No. SW1W/00057842/7, comprising land plots No. 349 and 350, with a total area of 0.1421 ha, located in Wałbrzych, municipality of Wałbrzych, county of Wałbrzych, province of Wrocław, along with the ownership right to the buildings and structures situated
thereon.

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1.2 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Wałbrzych maintains Land and Mortgage Register entry No. SW1W/00059438/6, comprising land plot No. 351, with a total area of 0.0802 ha, located in Wałbrzych, municipality of Wałbrzych, county of Wałbrzych, province of Wrocław, along with the ownership right to the buildings and structures situated thereon.
1.3 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Zielona Góra maintains Land and Mortgage Register entry No. ZG1E/00092081/8, comprising land plot No. 189/14, with a total area of 0.1995 ha, located in Zielona Góra, municipality of Zielona Góra, county of Zielona Góra, province of Zielona Góra/Gorzów Wielkopolski, along with the ownership right to the buildings and structures situated thereon.
1.4 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Wrocław- Krzyki in Wrocław maintains Land and Mortgage Register entry No. WR1K/00057098/7, comprising land plot No. 1/20, located in Wrocław, municipality of Wrocław, county of Wrocław, province of Wrocław, along with the ownership right to the buildings and structures situated thereon.

2.1 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Zabrze maintains Land and Mortgage Register entry No. GL1Z/00047661/5, comprising land plot No. 417/22, with a total area of 0.3556 ha, located in Zabrze, municipality of Zabrze, county of Zabrze, province of Katowice, along with the ownership right to the buildings and structures situated thereon.
2.2 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Katowice- Wschód in Katowice maintains Land and Mortgage Register entry No. KA1K/00026480/8, comprising land plots No. 1805/113, 1806/113 and
1807/113, with a total area of 2.0042 ha, located in Katowice, municipality of Katowice, county of Katowice, province of Katowice, along with the ownership right to the buildings and structures situated thereon.
2.3 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Katowice- Wschód in Katowice maintains Land and Mortgage Register entry No. KA1K/00063444/5, comprising land plot No. 1041/92, with a total area of
0.2660 ha, located in Katowice, municipality of Katowice, county of Katowice, province of Katowice, along with the ownership right to the buildings and structures situated thereon.
2.4 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i
Gazownictwo S.A. over land property for which the District Court of Chorzów maintains Land and Mortgage Register entry No. KA1C/00011267/3,
comprising land plot No. 1299/102, with a total area of 0.0393 ha, located in

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Świętochłowice, municipality of Świętochłowice, county of Świętochłowice, province of Katowice, along with the ownership right to the buildings and structures situated thereon.
2.5 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Chorzów maintains Land and Mortgage Register entry No. KA1C/00011272/1, comprising land plots No. 3467/107, 3469/107, 3471/103, 3473/103, 448/99,
363/101, 1293/102, 1295/102, 969/103, 970/103, and 1297/102, located in Świętochłowice, municipality of Świętochłowice, county of Świętochłowice, province of Katowice, along with the ownership right to the buildings and structures situated thereon.
2.6 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Tarnowskie Góry maintains Land and Mortgage Register entry No. KW40030, comprising land plots No. 443/64 and 444/64, with a total area of 0.3634 ha, located in Piekary Śląskie, municipality of Piekary Śląskie, county of Piekary Śląskie, province of Katowice, along with the ownership right to the buildings and structures situated thereon.
2.7 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Wodzisław Śląski maintains Land and Mortgage Register entry No. GL1W/00000789/5, comprising land plot No. 1451/134, with a total area of 0.2500 ha, located in Wodzisław Śląski, municipality of Wodzisław Śląski, county of Wodzisław Śląski, province of Katowice, along with the ownership right to the buildings and structures situated thereon.
2.8 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Opole maintains Land and Mortgage Register entry No. OP1O/00079063/8, comprising land plot No. 165, with a total area of 0.2153 ha, located in Opole, municipality of Opole, county of Opole, province of Opole, along with the ownership right to the buildings and structures situated thereon.

3.1 An interest of 3479/4023 in the right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Kraków-Podgórze in Kraków maintains Land and Mortgage Register entry No. KR1P/00407033/8, comprising land plot No. 136/4, with a total area of 0.4023 ha, located in Kraków, municipality of Kraków, county of Kraków, province of Kraków, along with an interest of 3479/4023 in the ownership right to the buildings and structures situated thereon (along with the right to enter into an agreement on the division of property for use (quoad usum)).
3.2 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i
Gazownictwo S.A. over land property for which the District Court of Kraków- Podgórze in Kraków maintains Land and Mortgage Register entry No.
KR1P/00010651/6, comprising land plot No. 316/1, with a total area of 0.1113

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ha, located in Kraków, municipality of Kraków, county of Kraków, province of Kraków, along with the ownership right to the buildings and structures situated thereon.
3.3 Ownership title to business premises located in Kraków at ul. Trynitarska 15/1, owned by Polskie Górnictwo Naftowe i Gazownictwo S.A., with a floor area of
295.9 sq m, for which the District Court of Kraków-Podgórze in Kraków
maintains Land and Mortgage Register entry No. KR1P/00260617/3, along with an interest of 2959/12559 in the common parts of the property (land and buildings) for which the Court maintains Land and Mortgage Register entry No. KR1P/00222568/6.
3.4 Ownership title to residential premises located in Kraków at ul. Trynitarska
15/10, owned by Polskie Górnictwo Naftowe i Gazownictwo S.A., with a floor area of 43.39 sq m, for which the District Court of Kraków-Podgórze in Kraków maintains Land and Mortgage Register entry No. KR1P/00457373/8, along with an interest of 571/12559 in the common parts of the property (land and buildings) for which the Court maintains Land and Mortgage Register entry No. KR1P/00222568/6.
3.5 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i
Gazownictwo S.A. over land property for which the District Court of Lublin- Zachód in Lublin maintains Land and Mortgage Register entry No. LU1I/00255959/7, comprising land plot No. 65/6, with a total area of 0.5323 ha, located in Lublin, municipality of Lublin, county of Lublin, province of Lublin, along with the ownership right to the buildings and structures situated thereon.
3.6 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i
Gazownictwo S.A. over land property for which the District Court of Rzeszów maintains Land and Mortgage Register entry No. RZ1Z/00184307/1, comprising land plots No. 474/3 and 474/7, with a total area of 0.3664 ha, located in Rzeszów, municipality of Rzeszów, county of Rzeszów, province of Rzeszów, along with the ownership right to the buildings and structures situated thereon.
3.7 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i
Gazownictwo S.A. over land property for which the District Court of Kielce maintains Land and Mortgage Register entry No. KI1L/00140352/2, comprising land plot No. 768/6, with a total area of 0.1149 ha, located in Kielce, municipality of Kielce, county of Kielce, province of Kielce, along with the ownership right to the buildings and structures situated thereon.
3.8 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i
Gazownictwo S.A. over land property for which the District Court of Sandomierz maintains Land and Mortgage Register entry No. KI1S/00077370/7, comprising land plot No. 809/1, with a total area of 0.1129 ha, located in Sandomierz, municipality of Sandomierz, county of Sandomierz, province of Kielce, along with the ownership right to the buildings and structures situated thereon.
3.9 Ownership title to land property owned by Polskie Górnictwo Naftowe i
Gazownictwo S.A. for which the District Court of Tarnów maintains Land and Mortgage Register entry No. TR1T/00030626/9, comprising land plots No. 19/2 and 19/3, with a total area of 0.0577 ha, located in Tarnów, municipality of Tarnów, county of Tarnów, province of Kraków.

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3.10 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Tarnów maintains Land and Mortgage Register entry No. TR1T/00143056/7, comprising land plot No. 15/27, with a total area of 0.1166 ha, located in Tarnów, municipality of Tarnów, county of Tarnów, province of Kraków, along with the ownership right to the buildings and structures situated thereon.
3.11 An interest of ½ held by Polskie Górnictwo Naftowe i Gazownictwo S.A. in the ownership title to real property for which the District Court of Puławy maintains Land and Mortgage Register entry No. LU1P/00034789/6, comprising land plot No. 1413, with a total area of 0.1524 ha, located in Kazimierz Dolny, municipality of Kazimierz Dolny, county of Puławy, province of Lublin.

4.1 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Warszawa- Mokotów in Warsaw maintains Land and Mortgage Register entry No. WA4M/00200591/6, comprising land plot No. 53, with a total area of 0.2657 ha, located in Warsaw, municipality of Warsaw, county of Warsaw, province of Warsaw, along with the ownership right to the buildings and structures situated thereon.
4.2 Ownership title to premises located in Warsaw at ul. Kobielska 23/B18, owned by Polskie Górnictwo Naftowe i Gazownictwo S.A., for which the District Court for Warszawa-Mokotów in Warsaw maintains Land and Mortgage Register entry No. WA6M/00482841/8, with a floor area of 204.62 sq m, along with an interest of 20462/2886264 in the common part of the property for which the Court maintains Land and Mortgage Register entry No. WA6M/00323455/3.

5.1 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Gdańsk- Północ in Gdańsk maintains Land and Mortgage Register entry No. GD1G/00241142/1, comprising land plots No. 209/1, 209/2, 210/7 and 210/12, with a total area of 0.3758 ha, located in Gdańsk, municipality of Gdańsk, county of Gdańsk, province of Gdańsk, along with the ownership right to the buildings and structures situated thereon.
5.2 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property comprising land plot No. 210/13, with a total area of 0.0322 ha, located in Gdańsk, municipality of Gdańsk, county of Gdańsk, province of Gdańsk, along with the ownership right to the buildings and structures situated thereon (real property acquired from PSG sp. z o.o. on December 18th 2013 - a new Land and Mortgage Register entry will be created).
5.3 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Olsztyn maintains Land and Mortgage Register entry No. OL1O/00065252/7,
comprising land plots No. 14/2 and 16/3, with a total area of 0.0720 ha, located

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in Olsztyn, municipality of Olsztyn, county of Olsztyn, province of Olsztyn, along with the ownership right to the buildings and structures situated thereon.
5.4 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i
Gazownictwo S.A. over land property for which the District Court of Olsztyn maintains Land and Mortgage Register entry No. OL1O/00062344/8, comprising land plot No. 15, with a total area of 0.0251 ha, located in Olsztyn, municipality of Olsztyn, county of Olsztyn, province of Olsztyn, along with the ownership right to the buildings and structures situated thereon.

6.1 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Poznań- Stare Miasto in Poznań maintains Land and Mortgage Register entry No. PO1P/00277373/1, comprising land plot No. 56/1, with a total area of 0.2654 ha, located in Poznań, municipality of Poznań, county of Poznań, province of Poznań, along with the ownership right to the buildings and structures situated thereon.
6.2 Ownership title to real property, i.e. business premises with a floor area of 57.1 sq m, located in Poznań at ul. Grobla 13A/1, owned by Polskie Górnictwo Naftowe i Gazownictwo S.A., for which the District Court of Poznań-Stare Miasto in Poznań maintains Land and Mortgage Register Entry No. PO1P/00137703/1, along with an interest of 5710/136310 in the common parts of the property, including in the perpetual usufruct right to land plot No. 50/1 with a total area of 0.0716 ha, located in Poznań, municipality of Poznań, county of Poznań, province of Poznań.
6.3 Ownership title to real property, i.e. business premises with a floor area of 74.8 sq m, located in Poznań at ul. Grobla 13A/2, owned by Polskie Górnictwo Naftowe i Gazownictwo S.A., for which the District Court of Poznań-Stare Miasto in Poznań maintains Land and Mortgage Register Entry No. PO1P/00137704/8, along with an interest of 7480/136310 in the common parts of the property, including in the perpetual usufruct right to land plot No. 50/1 with a total area of 0.0716 ha, located in Poznań, municipality of Poznań, county of Poznań, province of Poznań.
6.4 Ownership title to real property, i.e. business premises with a floor area of 65.5
sq m, located in Poznań at ul. Grobla 13B/3, owned by Polskie Górnictwo Naftowe i Gazownictwo S.A., for which the District Court of Poznań-Stare Miasto in Poznań maintains Land and Mortgage Register Entry No. PO1P/00137705/5, along with an interest of 6550/136310 in the common parts of the property, including in the perpetual usufruct right to land plot No. 50/1 with a total area of 0.0716 ha, located in Poznań, municipality of Poznań, county of Poznań, province of Poznań.
6.5 Ownership title to real property, i.e. business premises with a floor area of 53.8 sq m, located in Poznań at ul. Grobla 13B/4, owned by Polskie Górnictwo Naftowe i Gazownictwo S.A., for which the District Court of Poznań-Stare Miasto in Poznań maintains Land and Mortgage Register Entry No.
PO1P/00137706/2, along with an interest of 5380/136310 in the common parts

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of the property, including in the perpetual usufruct right to land plot No. 50/1 with a total area of 0.0716 ha, located in Poznań, municipality of Poznań, county of Poznań, province of Poznań.
6.6 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Kalisz maintains Land and Mortgage Register entry No. KZ1A/00072354/9, comprising land plot No. 4/15, with a total area of 0.146 ha, located in Kalisz, municipality of Kalisz, county of Kalisz, province of Poznań, along with the ownership right to the buildings and structures situated thereon.
6.7 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Koszalin maintains Land and Mortgage Register entry No. KO1K/00083515/2, comprising land plot No. 37/9, with a total area of 0.3236 ha, located in Koszalin, municipality of Koszalin, county of Koszalin, province of Szczecin, along with the ownership right to the buildings and structures situated thereon.
6.8 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Szczecin- Prawobrzeże i Zachód in Szczecin maintains Land and Mortgage Register entry No. SZ1S/00215667/5, comprising land plot No. 1/53, with a total area of
0.2759 ha, located in Szczecin, municipality of Szczecin, county of Szczecin, province of Szczecin, along with the ownership right to the buildings and structures situated thereon.
6.9 Right of perpetual usufruct established in favour of Polskie Górnictwo Naftowe i Gazownictwo S.A. over land property for which the District Court of Gorzów Wielkopolski maintains Land and Mortgage Register entry No. GW1G/00045519/2, comprising land plot No. 1211/3, with a total area of 0.0906 ha, located in Gorzów Wielkopolski, municipality of Gorzów Wielkopolski, county of Gorzów Wielkopolski, province of Zielona Góra/Gorzów Wielkopolski , along with the ownership right to the buildings and structures situated thereon.

Legal basis: Par. 38.1.3 of the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. No. 33, item 259).

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