2016.08.25 00:58 Current Report No. 80/2016

Warsaw, 25 August 2016
Authorisation for the management board to acquire treasury shares for the purposes of the redemption thereof
Current report No. 80/2016
The management board of Polskie Górnictwo Naftowe i Gazownictwo SA ('PGNiG', the 'Company') announces that today the extraordinary general meeting adopted a resolution regarding the granting of authorisation to the management board of PGNiG to purchase its own treasury shares for the purposes of the redemption thereof (the 'Authorisation Resolution') and a resolution supplementing the Authorisation Resolution (jointly the 'Authorisation Resolutions').
Pursuant to the Authorisation Resolutions, the Company will acquire up to 129,870,129 (one hundred twenty nine million eight hundred seventy thousand one hundred twenty nine) ordinary dematerialised bearer shares in the Company assigned ISIN code PLPGNIG00014 by the National Depository of Securities (Krajowy Depozyt Papierów Wartościowych S.A.) (the 'Purchased Shares'). The total price of all of the Purchased shares may not be greater than PLN 700,000,000 (seven hundred million), while the purchase price per one Purchased Share was set at PLN 5.39. The purchase price of the treasury shares was set on the basis of the arithmetic mean of the prices of the shares in the Company at the closing auctions for the five business days preceding the date of this Resolution.
In connection with the acquisition of the treasury shares, the Company will present the shareholders with an invitation to submit sale offers. The period during which the Company will accept sale offers will be five business days (excluding Saturdays and including the first and the last day of such period) and will commence on the first business day directly following the date of publication by the Company of the statement regarding the invitation to submit sale offers.
Pursuant to the Authorisation Resolutions, sale offers may be submitted either by individual shareholders acting individually or by groups of shareholders comprising shareholders whose depository certificates confirming the number of the shares in the Company owned thereby will be attached to one or several offers of sale (if several shareholders in a specific group decide to sell their shares) (each a 'Group of Shareholders').
If the total number of shares covered by all sale offers correctly submitted by the shareholders during the period of accepting such offers is greater than the number of Purchased Shares, the Company will reduce the number of shares covered by the sale offers. For that purpose, the shares held by each shareholder or Group of Shareholders, respectively, in the total number of shares held by all of the shareholders or Groups of Shareholders participating in the purchase of the treasury shares will be determined. As a result of any such reduction, the Company will purchase from each shareholder or shareholders being members of one Group of Shareholders a total number of shares not greater than:(a) the total number of shares stated in the sale offer or offers; and, at the same time(b) the number determined as the product of the total number of the Purchased Shares and the share of such shareholder or Group of Shareholders in the total number of shares held by all of the shareholders or Groups of Shareholders participating in the purchase of the treasury shares. If the so determined number is not an integer, it will be rounded down to the next integer.
The management board of PGNiG has been authorised to immediately determine the detailed terms and conditions as well as the procedure for the purchase of the treasury shares and the publication of the invitation to submt offers.
The management board of PGNiG has also been authorised to withdraw from the acquisition of the treasuy shares at any time.

PGNiG - Polish Oil & Gas Company published this content on 25 August 2016 and is solely responsible for the information contained herein.
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