Press conference

Investment AgreementInvestment Agreementand commencementand commencementof partner collaborationof 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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TRANSACTION CLOSURE PLANNED – 1ST QUARTER OF 2010

CONDITIONS PRECEDENT

Conclusion of an investment agreement on

21 September 2009

Resolution of the EGM of Shareholders of

Energomontaż-Południe S.A. of 22 Sep 2009

Court registration of the conditional capital

increase

Issue of series A warrants and series E

shares

Procedures of National Depository for Securities

and Warsaw Stock Exchange

• 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 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.)

• Registration in the National Court Register of entrepreneurs at the Court competent for the registered office of Energomontaż-Południe S.A.

• 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

• 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)

Main transaction assumptions (1) Establishment of collaboration between PBG S.A. and Energomontaż-Południe S.A.

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International and domestic partners

Main transaction assumptions (2)Mutual benefits

Energomontaż-Południe S.A.Consolidation centre for construction

and assembly services for power engineering

PBG S.A.Leading construction group in

PolandCOLLABORATION

• 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 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

SYNERGIES

Objective: leading general contractor in the power engineering sector

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• 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

Investment plans of the Polish power engineering sector – market potentialMarket potential

• 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

Expansion of productive capacity

Reduction of environmental impact

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• 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 revenuesO

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Transaction parties – basic information (1)

Scale of activity • Revenues of PLN 240 million in 2008

Energomontaż-Południe 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

• Revenues of PLN 2,091 million in 2008

PBG S.A.

• General contracting in the scope of natural gas, petroleum and fuel installations

Employment • 876 persons • 4,100 persons

Main customers• 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

Other fields of activity

• Manufacture of steel structures (two production plants)

• Real estate development activity

• Construction of water installations

• Road building

• Construction of sports and housing facilities

Capitalisation • PLN 242 million • PLN 3,136 million

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Transaction parties - basic information (2)

Fields of activity of the Energomontaż-Południe S.A. group

AIR AND FLUE GASDUCTS

COOLING INSTALLATIONS

PRESSUREPART

DUCTSAND PIPELINES

ENGINE ROOM:PIPELINES

FURNACEPART

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Synergies between the PartnersComplementary 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

Energomontaż-Południe S.A. PBG S.A.

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Contact

Energomontaż-Południe S.A.

Vice President of the Management BoardFinancial DirectorAlina Sowaphone: +48 32 200 82 40mobile: 0 609 792 172fax: +48 32 258 65 22e-mail: sowa@energomontaz.pl

PBG S.A.

SpokespersonJacek Krzyżaniakphone: +48 61 66 51 761mobile: 0 605 470 599fax: +48 61 66 51 701e-mail: jacek.krzyzaniak@pbg-sa.pl

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Contents

● Appendix – detailed information on the transaction

parties

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

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

Fields of activity of of Energomontaż-Południe S.A.

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Energomontaż-Południe S.A. – detailed information (2) Fields of activity

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 renderedaccounted for ca. 19% of the revenues in 2008

Fields of activity of of Energomontaż-Południe S.A.

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

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Management Board• Andrzej Hołda

President of the Management Board

• Alina SowaVice President of the Management Board

• Jacek Fydrych Member of the Management Board

Supervisory Board• Sławomir Masiuk• Marek Wesołowski• Andrzej Kowalski• Tomasz Woroch• Andrzej Wilczyński

Company Authorities

Energomontaż-Południe S.A. – detailed information (3) Shareholder structure and quotations

ShareholderShares/votes at

the GSM(in thousand pcs.)

% share

Renata Gasinowicz 7,578 15.66%

Stanisław Gasinowicz 4,854 10.03%

Andrzej Mikucki and Piotr Mikucki

4,390 9.07%

Others 31,568 65.24%

Total 48,390 100.00%

Source: Energomontaż-Południe S.A.

Source: Energomontaż-Południe S.A.

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Energomontaż Południe WIG relatywnie

Company quotation relative to the WIG index

Energomontaż-Południe S.A. – detailed information (4) Shareholder structure and quotations

Basic indices

Source: GPW S.A.; Consolidated financial statements of the Energomontaż-Południe S.A. Capital Group for 2008 and the first half of 2009.

No. of shares [million] 48.4

Share price as of 22 Sep 2009 [PLN] 5.00

Market value as of 22 Sep 2009 [PLN] 242.0

Net debt as of 30 Jun 2009 [PLN] 126.0Enterprise value as of 22 Sep 2009 [PLN] 368.0

EBITDA 2008 [PLN million] 29.8

Net profit in 2008 [PLN million] 15.7

Source: GPW S.A.

WIG relatively

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PBG S.A. – detailed information (1) Fields of activity

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

General contracting in the scope of natural gas, petroleum and fuel installations under "turn-key" system

Fuels

• fuel store-rooms and tanks• technical and sanitary installations

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PBG S.A. – detailed information (2) Fields of activity

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

General contracting of turn-key projects in the scope of water installations as well as industrial and road building

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 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.

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%

Shareholder Votes at GSM % share

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

Company quotation relative to the WIG index

Basic indices

No. of shares [million] 14.3

Share price as of 22 Sep 2009 [PLN] 219.4

Market value as of 22 Sep 2009 [PLN] 3,136.3

Net debt as of 30 Jun 2009 [PLN] 475.0

Enterprise value as of 22 Sep 2009 [PLN] 3,611.3

EBITDA 2008 [PLN million] 271.0

Net profit in 2008 [PLN million] 158.2

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PBG WIG relatywnie

Source: GPW S.A.; Consolidated financial statements of the PBG S.A. Capital Group for 2008 and the first half of 2009.

Source: GPW S.A.

WIG relatively