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

2 1.Main goals 2.Privatisation to date 3.Future privatisation

1. Main goals

4 Ministry of State Treasury main goals ► Shares in 150 companies (including strategic companies - not for privatisation) ► Professional corporate governance and management Energy projects Privatisation Shale gas Strategic projects Supervision of state holding companies Polish Investments Programme ► There were 260 companies earmarked for privatisation in ► As of May 2013, 120 companies already sold ► Fund-like structure ► Aims to stimulate investments into infrastructure through co-investments with the private sector ► Production of shale gas on a small scale is planned for 2014, with industrial production by 2015 ► Shares in the 4 biggest energy companies ► Planned capex of EUR30 – 37bn for energy production and distribution in 10 years ► Development of Poland’s capital markets and strengthening the role of Warsaw as a regional financial centre Capital markets

2. Privatisation to date

Objectives of privatisation transformation of the Polish economy enhancing the economy’s competitiveness assurance of State budget revenues development of an effective and flexible private sector development of capital markets to attract issuers and investors greater access to capital by companies Privatisation objectives are multidimensional and multifaceted 6

Privatisation methods 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) Direct privatisation involves disposal of all assets of a state-owned enterprise The direct nature of the privatisation results from implementation of the process, without prior commercialisation Types of privatisation 7

Ownership transformation direct privatisation 8453 number of state-owned enterprises as of 31 December number of state-owned enterprises which underwent ownership transformation* 1753 commercialisation 1934 liquidation * as of 31 December 2012 As of end of 2012 there were: 70 registered state-owned enterprises 23 active state-owned enterprises 8

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 ABB of the leading global copper product: 10% of MoT shares ($723m). It was the largest ever ABB in CEE region Second stage of privatisation. Sale of 16.05% MoT shares on the WSE through Fully Marketed Offer ($379m) A 63.8% stake sold by the government into the market for $422m IPO of Poland’s leading insurance company ($2.7bn). The largest IPO in Europe since Largest ever IPO in CEE region 11.9% stake offered by the Government in a $449m ABO 12.1% stake offered by the Government in a $112m IPO. 34.3% stake sold by the MoT in a $1.9bn IPO. Largest CEEMEA IPO since April 2010, 5th largest CEEMEA equity offering ever 7.0%stake offered by the Government in a$799m ABO 10%stake sold by the Government in $1.2bn ABO 10.8%stake offered by the Government in a$ 1.3 bn ABO The remaining stake in TP S.A., telecom company was sold on the WSE on 5 August 2010 ($292m) A51.6%stake of the second largest utility company in Poland was floated on the WSE on30 June($1.3bn) ABB of a42% stake sold by the MoT and state bank BGK ($119m) Completion of privatisation through sale of 46.7%shares through ABB ($395m) Sale of10%of shares of leading oil&gas company through ABB on WSE($142m) Rights issue of PKO BP,the largest Polish bank by assets ($1.6bn). Opening of rights issue market for financial institutions in Poland IPO of the leading thermal coal miner ($166m). Reopening of IPO market in Europe 9 Key transactions to date Poland - one of the largest number of IPOs and ABOs in Europe ( ) 7.0% stake offered by the Government in a $940m ABO 50% stake sold by the Government in a $220m IPO on the WSE 11.75% stake offered by the Government and BGK in a $1.6bn ABO IPO of Polski Holding Nieruchomości, one of the leading real estate company in Poland (PLN239m) Nov '08Jun '09Nov '09Jan '10Feb '10Mar '10Apr '10May '10Jun '10Aug '10Oct '10Mar '11May '11Jun '11Feb '12Jul '12Nov '12Jan '13Feb '13

Privatisation revenues YTD (EUR bn) 1) 1.Entrepreneurs' Restructuring Fund -15% of privatisation revenues 2.Restitution Fund - resources from the sale of the Treasury’s 5% stakes in companies formed as a result of commercialisation 3.State Treasury Fund - 2% of privatisation revenues 4.National Science and Technology Fund - 2% of privatisation revenues 5.Demographic Reserve Fund - 40% of gross privatisation revenues net of Restitution Fund Privatisation transactions – completed 1) exchange rate 1 €= PLN; 2) Polish Central Statistical Office Allocation of privatisation revenues Public sector contribution to Poland’s GDP 2) 10

3. Future privatisation

12  IPO and follow-on offerings pipeline  Civic Shareholding The intention is to retain decision-making and intellectual capital creation in Poland Capital markets Privatisation methods Polish Privatisation Plan 2012–2013  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  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 Trade sale Privatisation Plan

13 Privatisation via the stock exchange Key sectors  Chemical  Energy  Financial institutions  Mining Privatisation Plan  Many companies earmarked for privatisation are already listed on the WSE  Timeframe dependent on market conditions No.CompanySector Market cap. (€m)* Current stake Target stake 1CiechChemicals32539%0% 2Grupa AzotyChemicals1,94033%0% 3ENEAEnergy1,44752%0% 4PGE (a) Energy7,78562%50% 5PKO BP (a) Financial10,30131%25% 6PZU (a) Financial9,23035%25% 7WSEFinancial40735%0% 8PHN S.A.Real Estate25875%0% 9JSW (b) Mining - Coal2,15656%34% 10EnergaEnergyNot listed84%0% 11WeglokoksTrading - CoalNot listed100%0% 12Kompania Węglowa (b) Mining - CoalNot listed100%50% 13Katowicki Holding Węglowy (b) Mining - CoalNot listed100%50% * as of May 2013 (a) Strategic companies (b) Companies under the supervision of the Ministry of Economy

14 Strategic companies  The Treasury has identified core companies 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 Apply best practice in corporate governance  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 Priorities  Professional management and supervisory board selection procedures  Compensation and incentive schemes for management  Corporate governance  WSE’s Code of Best Practice for listed companies CompanySector Market cap. (€m)* Current stake Target stake PGE (a) Energy7,78562%50% TauronEnergy1,79830%25% PKO BP (a) Financial10,30131%25% PZU (a) Financial9,23035%25% KGHM Metals & Mining 6,96032% PGNiGOil & Gas8,57372% PKN OrlenOil & Gas5,35628% Grupa LotosOil & Gas1,31053% Note: * as of May2013 (a) Strategic companies included in the Privatisation Plan

15 ”Polish Investments” Programme

Contact us General Information Tel. (+48) / Privatisation Department - Trade Sale Tel.(+48) Fax (+48) Capital Markets Department Tel. (+48) Fax (+48)