1

March 2014

POLENERGIA

Management Presentation(potential expansion of activity as informed as of February 13, 2014, RB 3/2014)

22

Senior managament

Highly motivated management team with great track r ecord

Anna Kwarcińska, Vice President PEP, Vice President Polenergia (CFO)

• PEP Vice-President since 2003• Previously Manager at Arthur Andersen Poland• English Philology at Adam Mickiewicz University in

Poznań, Management and Administration of the Warsaw University and MBA at University of Illinois and INSEAD Executive Certificate in Global Management

Michał Kozłowski, Vice President PEP, Vice President Polenergia (Wind Portfolio)

• PEP Vice-President since 2005• Previously Vice-President of Polska Grupa Gospodarki

Odpadami, Manager at Deloitte & Touche• Economics and Sociology at the University of Łódź,

MBA at Oxford Brookes University, Chartered Certified Accountant (ACCA)

Arkadiusz Zieleźny , Vice President of Polenergia, CEO of Polenergia Trading

• Vice President of Polenergia since 2011• Previously worked as Managing Director at Alpiq

Energy Spółka Europejska (formerly Atel Polska) and at PSEG Polska and Enron

• Warsaw School of Economics, TiasNimbas Business School, MBA at Purdue University

Bart Dujczyński, Investment Director (KI), Vice President of Polenergia

• Vice President of Polenergia since 2012• Previously worked at Oaktree Capital Management and

Utilities and Infrastructure team at Rothschild and PwC. At KI since 2009 as Investment Director London/Warsaw

• King’s College, University of London, Chartered Accountant (ACA), MBA from Booth Business School, University of Chicago

Jacek Głowacki, CEO of Polenergia, Managing Director of Polenergia

• CEO of Polenergia since 2012 • Previously Vice-President of the Management Board

of Ashmore Energy Int, CEO of the Nowa Sarzyna CHP plant, Managing Director Kulczyk Holding

• Science and Technology in Kraków, MBA from Booth Business School, University of Chicago

Zbigniew Prokopowicz, CEO of PEP, Managing Director of Polenergia

• President of the Company’s Management Board since July 2008, executive chairman since 2004 and CEO since 2008

• Previously CEO of Mondi Packaging UK and Ireland, Chairman of the Supervisory Board of Opoczno S.A.

• Economics at Paris Dauphine IX University and MBA at Institut Dʼetudes Politiques in Paris

3

01010101Overview and investment thesis

44

� Polenergia1 is already functioning as mid-sized integrated utility across the electricity value chain with strategic focus on

renewable generation and energy/gas infrastructure, both with healthy, regulated and predictable cash flows and returns

� Generation assets have limited exposure to market prices volatility as their revenues are based on regulatory framework or

secured by PPA/CPA agreements

� Strong growth profile (near term based on onshore wind) leading to a creation of 1.4-2.2GW portfolio across technologies

by 2022

� Experienced team driving disciplined project selection and execution leading to above average returns

Listed, vertically integrated utility offering predictable returns and strong growth profile

Generation DistributionSales /

Trading

Coal

Gas

RES • Operating and

pipeline on-shore

wind assets and

offshore projects

• CHP plant

– infra-like profile

• German-Poland

gas

interconnector

project

• Coal-fired power

plant project

• Specialised distributor

and seller for:

industrials, commercial

buildings and

residential communities

Geographical location

Note1 PEP S.A. is envisaged to be renamed to Polenergia S.A. after the consolidation of energy assets under PEP S.A. umbrella

5

Appealing

transaction

structure and

support from

the key

shareholder

• Listed vehicle providing for flexible funding and exit options

• Ability to attract debt financing as well as specialist co-investors at asset level (i.e. for off-shore wind)

• Transparent valuations and corporate governance

• Long-term major shareholder fully supporting the business growth and strategy. Successful track record of co-operationin Poland with global players such as SAB Miller (Brewing), KBC (Insurance), Strabag (Motorways) or Volkswagen (Auto).

Attractive

market

environment

Key investment highlights

Diversified

asset base

with strong

identified

growth

potential

Seasoned

organisation

with sector

and

technology

expertise

• Strong management team with extensive sector expertise at all levels and a strong track record in the Polish market haveto date developed ca. 500MW of onshore wind farms of which 184MW have been retained (including 80MW inoperations, 67MW under constructions and 37MW ready to build) and 302MW have been sold

• Best in class development process ensuring high quality of operating assets and pipeline certainty

• Track record of successfully managing the business during its transformation from single plant venture into multi-technology vertically integrated utility

• Proven ability to transact as well as raise equity and debt financings in various markets

• Presence throughout the value chain with different technologies allowing for flexible market approach

• Predominantly ’infra-like’ operating assets with contracted revenues and limited market risk which will generatepremium return due to supreme operational characteristics

• Significant high-quality onshore pipeline of projects, including 67MW under construction, 37MW ready to build andanother 277MW advanced pipeline with COD by 2016 – all with wind yields above average

• Access to offshore opportunity in Poland – most advanced projects, which will be first farms to be built from within the1.65GW offshore capacity projection by the Polish Government by 2030

• Access to gas transmission development between Poland and Germany

• Continued positive performance of the Polish economy, with expectations of further pickup in economic activity and realGDP growth of 2.9% in 2014 and cumulatively 24% by 2018

• Requirement for significant growth in renewable capacity and new efficient conventional generation in the context of thecurrent Polish fuel mix and capacity replacement needs to meet the Polish renewable target of 19% by 2020 (20% by2021)

• Strong ongoing support from EU with proposed 27% renewable target for 2030 and a 40% reduction of CO2 emissions(from 1990 levels)

• Strong public support for new investments into energy generation and distribution with new regulations to provide solidreturns to sound renewable assets. Stable renewable support legislation giving optimal balance between the greencertificates mechanism and auction feed-in tariff

6

PEP Assets

100%

Polenergia Assets

Other Investors

(mainly pension funds)

60.51% 39.49%

PEP SA is listed on WSE1

Group structure

Generation & Fuels

Distribution & Transmission

Sales & Trading

Polenergia

Trading

Elektrociepłownia

Nowa Sarzyna

Elektrownia

Północ

Offshore

Project

Polenergia

Kogeneracja

Polenergia

Dystrybucja

PEP Pellet

Production

PEP Biomass

(Wińsko)

PEP Onshore

Windfarms

PEP

Cogeneration

Company overview

Ex Ante: Group Structure Pre Merger

The company will be established by consolidation of two groups:

− PEP (Polish Energy Partners) –Warsaw-listed renewables developer and operator, which has been acquired by Polenergia Holding in 2012; and

− Polenergia assets with a focus on gas-fired generation, electricity distribution and sales/trading as well as transmission, renewable and conventional development projects

Both companies have progressed with operational merger in 2013 and plan to legally combine in H2 2014 as part of this Transaction via the contribution of Polenergiaassets into PEP

The combined group will remain listed on the Warsaw Stock Exchange

Operationally merged

Note1 PEP S.A. is envisaged to be renamed to Polenergia S.A. after the consolidation of energy assets under PEP S.A. umbrella

Gas

Transmission

7

Ex Post: Transaction will create a vertically-integrated utility with impressive

growth story P

ost

me

rge

r

Merged Assets

20-30%

It is intended that PEP with the contribution of assets by Polenergia Holding will issue new capital which will be cash covered by a separate equity issue to existing & new investors so that PH remains the majority shareholder

Other Investors

(mainly pension funds)

After contributing PH assets to PEP, the Company changes its name to Polenergia which intends to remain listed on theWarsaw Stock Exchange

Generation & Fuels

Sales & Trading

Polenergia

Trading

Elektrociepłownia

Nowa Sarzyna

Elektrownia

Północ

Offshore

Project

Polenergia

Kogeneracja

Polenergia

Dystrybucja

PEP Pellet

Production

PEP Biomass

(Wińsko)

PEP Onshore

WindfarmsPEP Cogeneration

Distribution & Transmission

New Entity Name:

POLENERGIA S.A.Polenergia Assets + =

20-30%

Cornerstone Investor

50%+

Gas

Transmission

8

80461

959 959

124

381124

498

300

31

800

300

300

600116

116

31

31800

800

0

500

1 000

1 500

2 000

2 500

3 000

2013 Onshore windfarms

2016 Onshore windfarms

Offshore windfarms

Biomass-firedpower plant

ElektrowniaPółnoc

(optional)

2022 Offshore windfarms

2026

� Company plans to intensify development in the RES segment and reach wind power generation capacity of 461 MWe by

2016, and c. 1.3GW (incl. 300MW offshore wind) by 2022

� Current pipeline of 381MW comprise 104MW in construction stage and 277 MW in advanced development

� Furthermore the Company has identified and developed project in other segments that might be launched over the

coming 2-3 years subject to profitability assessment, e.g. gas transmission, coal-fired generation (800MW) or biomass

generation

Tangible capacity development plan focused on Renewable Energy Sources…

204

2,506

Onshore windfarms

Gas-fired CHP

Biomass-firedpower plant

Offshore windfarms1

Planned capacity development (MW)

Coal-fired powerplant (optional)

585

2,206

Note1 Off-shore wind: chart presents capacity attributable to Polenergia (full project capacity is 1,200 MW)

1,406

1,706

9

…and an ideal platform for further expansion and opportunistic acquisitions

Unique, independent vertically integrated utility prepared to grow - one of its kind in Poland and the region

An integrated unit across the electricity value chain with strategic focus on renewable energy generation and

energy/gas infrastructure, with healthy, regulated and predictable returns and cash flows

The company will demonstrate significant long term growth based on renewables in a well hedged

diversified fuel mix portfolio

Managed under a very strict operational and cost conscious regime leading to efficiencies versus the state

owned publicly listed utilities

After the transaction, the company will be uniquely positioned on the WSE between large state-owned

energy groups and the few single-asset energy companies

Given the possible market capitalization of the combined entity as well as adequate free float and volume,

the company could be included in the mWIG40 index on the WSE

10

02020202Favorable global trends and an attractivemacroeconomic and regulatory backdrop

11

120

125

130

135

140

145

150

155

160

165

170

2013E 2016E 2019E 2022E

A highly attractive investment environment

…with strong power market growth and support for new capacity

10-year history of sustained GDP growth well above EU and US

average:

− Attractive macro outlook, forecast 3.3% CAGR (‘14-’15F) and cumulatively 24% by 2018

− Resilient economy, the only country in the EU which went

unscathed through the 2009-12 downturn and has not been in recession

− Strong flow of EU funds, planned at ca. €100bn in 2014-2020

Politically stable, open economy with population of 38m people

− Public debt at ca. 50% of GDP1 vs. EU average of 82%

− EU member, but independent and stable currency

− Low corporate tax rate of 19%

High demand for new generation and distribution capacity driven

by:

− Low capacity reserve in the Polish power system

− Decommissioning of obsolete power units

− Significant increase in electricity demand due to low comparative electric energy consumption per capita

Low penetration of RES

− Wind energy density in Poland among the lowest in Europe also in light of 20/20/20 directive

Strong governmental backing for construction of new RES capacity:

− Obligatory share of renewable electricity in retail electricity sales to reach 20% in 2021 (up from 10.4% in 2012)

− EU energy mix guidelines and CO2 emission limits

− New favourable RES law finalised giving long term stability

Electricity consumption Obsolete generation capacity

Source EIU

+27.1TWh (+20%)

12,0% 12,6%

9,8% 11,0%

30,7% 32,0%

47,5% 44,5%

Boilers Turbine sets

up to 10 years 10 - 20 years20 - 30 years more than 30 years

77%78%

Source EIA Source UOKiK and ERO, as of Dec 2010

Real GDP per capita growth (%)

Real GDP growth per capita rebased (2000=100)

(6,0%)

(4,0%)

(2,0%)

-

2,0%

4,0%

6,0%

8,0%

2000 2005 2010 2015

80

100

120

140

160

180

2000 2003 2006 2009 2012 2015

PL Eurozone US

� Perfect positioning in a leading EU economy with significant growth potential driven by further

infrastructure projects, investments and EU funding

Robust macro trends triggering transformation in the energy market

Note1 Polish public debt calculated according to EU methodology

12

Strong state support reflected in the new renewable act

Projects in Operation and in Construction: Green Ce rtificates New Projects: Auction/Feed-in Tariff

Long Term Support Maintained: support for 15 years from date of operation throughFeed-in Tariff in Reverse Auction system giving fixed price contracts for 15 years

Simple Reverse Auction Mechanics:

− Target amount of energy produced in five 3-year settlement periods will beauctioned

– Ministry of Economy will determine every year the Reference Price for eachtechnology taking into account average CAPEX and OPEX for standardizedproject

– only offers with proposed price equal or lower than the Reference Price forgiven technology will be taken into account

– all technologies will be able to participate in the auction mechanism

– pool of offers with lowest prices that meets the volume under given auctionwill be granted contracts based on the winning offer price for 15 years withprice indexed annually (CPI)

Bilateral Contracts permitted: will be able to sell the electricity to anyone, eitherbilaterally or in the market (including group trading companies) with the differencesbetween the price achieved through auction and the market prices (determined basedon TGE quotations) will be settled by a Governmental Agency (contract for difference

mechanism)

Envisaged offshore auctions:

― Dedicated auctions for technologies producing less than 4000 MWh per annum(effectively excluding all technologies except offshore and dedicated biomass)

― Extended construction period to 72 months (allowing for construction of offshorefarms)

Projects in operation and development/construction: Green certificates system isoptional for all projects commissioned before the new RES regulation becomeeffective after notification by EU (expected 1H 2016)

Long Term Support Maintained: 15 years from date of operation, continuation ofGreen Certificates System

High level of Substitution Fee: frozen at c. PLN300/MWh (after indexation in 2014)

Provisions for re-balancing of Green Certificate supply & demand which will lead to

material price recovery:

� Supply: significant limitation of qualification for certificates which willeliminate c.50% of supply through elimination of support for hydro plantsabove 5 MW capacity, and reduction of support for biomass co-firing withbiomass to 0.5 per MWh if share of biomass in fuel mix (calorific value) isbelow 20%

� Demand: renewable obligation target for sales to final customers set at 20% in2016 and determined annually based on the projected amount of electricity tobe generated from RES therefore allowing to balance demand and supply ofgreen certificates. The option to pay the Substitution Fee will be removed inthe event of certificate prices falling in average below 75% of the fee value inthe period of 3 month preceding the obligation fulfilment date. Unfavourabletax treatment of costs resulting from Substitution Fee will be introduced. –this will guarantee that Green Certificates minimum price will not fall below75% of the Substitution Fee.

Bilateral Contracts permitted: New regulations allow to sell certificates under longterm contracts

Option to move to the Auction/Feed-in Tariff system: all projects under the greencertificates system will have the opportunity to move to the feed in tariff through anauction system

� Expected changes in the support system provide

safe cash flows for existing wind farm projects

with attractive IRRs

� Feed in tariff through auction system for new

projects provides fixed price with secured return

and limited market exposure

13

New RES regulations - positive impact on Polenergia Group

Current Projects outperformance: green certificates for 15 years of operation provide an attractive and securecash flows for existing wind farms (80MW) and projects in development/construction (381MW) to becommissioned prior to 2016

Flexibility to choose between Systems: opportunity to move to the auction system through the Reverse Auctionif the fixed price contract is more economically beneficial

No price risk for Reverse Auction System: feed in tariff through auction system for new projects will be based onfixed price through the whole support period with limited market risk exposure (no electricity price risk)

Focus on key renewable drivers in Polenergia Group: as the levelised cost of power generated in on-shore windfarms is the lowest, and it is expected to further decrease, this technology (together with biomass) is expected tobe dominant in the new support system. Support for offshore wind farms is expected to be regulated by separatelegislation for projects with commissioning date after 2020 – this is in line with our Business Plan which containsprojects with grid connection terms agreed (we are one of only two players in Poland who have secured gridconnection terms already)

Superior productivity of Polenergia projects will enhance returns: Reference Prices are expected to be set on anaverage IRR 12%. Polenergia portfolio projects have additional advantage of productivity exceeding averageconditions (average load factor > 30%)

Ability to generate trading synergies: additional margin can be achieved through synergies with trading company(Polenergia Obrót) as there is no limitation on who to sell the electricity or certificates to under both systems

14

-35,00

-25,00

-15,00

-5,00

5,00

15,00

25,00

35,00

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

TWh

Green certificates demand Green certificates supply Green certificates overhang

Green Certificates supply and demand mechanics

� GC overhang will disappear by 2016/17 and supply shortfall in the long term mean that GC will settle at or

close to the level of the substitute fee – this is why it is key to commence building and operating Wind

Farms as soon as possible to take advantage of the GC alternative as part of the new RES law

Growth in supply through Wind is scaled back through specific Supply adjustment mechanism, of which the main two are:

― Large scale Hydro (>5MW) receives no GC from 2015;

― Co-firing limited to 0.5x GC from 2015;

This results in a reversal of the Over Supply by 2014 and a gradual reduction of the GC overhand by 2016-2017

Supply Shortfall

Source: Own calculations based on Confederation Lewiatan model

15

The levelised cost of electricity for on-shore wind is already one of the lowest and is

projected to decline even further in the future

0 50 100 150 200 250 300 350 400 450 500

Coal firedNatural gas CCGT

CHPNuclear

Small hydroLarge hydro

Biomass - anaerobic digestionLandfill gas

Geothermal - flash plantBiomass - incinerationMunicipal solid waste

Wind - onshoreGeothermal - binary plant

PV - c-SiBiomass - gasification

PV - c-Si trackingPV - thin film

STEG - tower & heliostat …STEG - parabolic trough

Wind - offshoreFuel cells

STEG - parabolic trough + storageSTEG - tower & heliostat

STEG - LFRMarine - tidal

Marine - wave

Global LCOE range Regional scenarios Q1 2013 central Q2 2013 central

1059861

531

USD/MWH

� Onshore wind represents one of the lowest levelised costs of electricity among all fuel sources and is

expected to decline due to innovation and economies of scale. Levelised cost of energy generation in gas-

and coal fired facilities will increase due to fuel prices and carbon risk

Expected levelised cost of energy - windLevelised cost of energy

Source Levelised cost of electricity update:Source Company

16

Coal will decline in the Polish fuel mix and will be replaced by RES…

Rapid development of RES Polish fuel mix (2013A – 2035E)

− Share of RES in power generation in Poland remains relatively low, offering very attractive prospect for development of this market segment in the future

− The demand for RES energy is also strengthened by pan-European targets to reduce long-term energy cost and greenhouse gases emissions by 2020 which have significant impact on the Polish fuel mix but nevertheless coal will remain dominant fuel and price setter for the long term…

− …which in light of CO2 emission limits will cause the black energy prices to increase, and at the same time improving profitability of renewable and efficient new coal, biomass and gas projects which will benefit the company

− Wind will remain the key RES technology driven by attractive wind conditions, falling capex costs and strong state support

− RES levelised cost of electricity is falling therefore reinforcing its competitiveness

� Aim to reduce long-term energy cost and greenhouse gases emissions by 2020 will impact the Polish fuel mix

but nevertheless coal will remain dominant fuel for the long term

2013Total: 162TWh

2035Total: 207TWh

% Total RES share

Source Polish power market scenarios, Energy Market Agency (ARE), December 2013

25.9%54TWh

18.8%39TWh

17.4%36TWh

11.6%24TWh

13.1%27TWh

8.5%18TWh

3.3%7TWh

1.2%3TWh

48.6%79TWh

34.3%56TWh

2.3%4TWh

4.5%7TWh

5.2%8TWh

3.6%6TWh

1.5%2TWh

10.3%17TWh

26.2%54TWh

Hard Coal Lignite NuclearGas Other Biomass&biogassWind onshore Wind offshore Hydro

17

…however coal will remain price setting fuel in the merit order

− Current merit order leaves significant price premium for renewable generation, which operates at marginal cost close to zero, allowing for premium profits in a market with the price set by coal

− Low share of renewables and high share of lignite-based generation secures significant reserve capacity, for the price premium to hold in the future.

Renewables Renewables

Coal-generation will remain the price setting technology

Polish merit order curve (December 2035)Polish merit order curve (December 2013)

− Although c. 10GW of renewable capacity is expected to be added by 2035, this still will not be enough to offset the expected raise in demand

− As such, coal will remain the minimum price setter, even in 2035

− In effect, price premium reserved for renewable generation is expected to be secured for the next decades.

Source Company Source Company

� Polenergia sees an opportunity in the high profit margins available for renewable generation. Once the financing is

amortized wind generation will present a zero-cost generation profile and above average profits in the long-run

� Significant new renewable capacity will be added over the next 20 years. Yet, given the projected increase in electricity

demand, renewables will always sit well within the base load part of the merit order and secure profits due to the short run

marginal costs being well below those of price setting technologies, mainly coal

18

Polish capacity development (2014-2035)

� Redpoint capacity development forecasts confirm important role of wind offshore in Polish fuel mix

reaching installed capacity at 2.5 GW by 2035

0

10

20

30

40

50

60

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035

Nuclear Hard coal Lignite Gas Other Res Biomass& biogas Wind onshore Wind offshore Hydro

GW

Source Company, December 2013

2.5GW of wind offshore

capacity by 2035

19

Global trends are shifting towards RES

� Total share of Renewable Energy Sources (RES) in global power generation capacity is expected to grow

from 28% in 2012 to 48% in 2030.

� Share of wind energy is expected to grow to 17%.

28%

48%

17%

WindRES

Source: Company

20

Strong government support for offshore

wind in major EU member states

− European offshore wind market is expected to grow at 18.6% CAGR to 29.9 GW by 2020, and further to 71.5 GW in 2030.

− The weighted average levelised cost of electricity is currently EUR 158/MWh, and is expected to decrease by 22% to EUR 128/MWh in 2020.

− The world’s largest offshore wind farm – the London Array (630 MW) was commissioned in 2013, which marks the industry’s transition from smaller scale (100-200 MW) to large scale (300-600 MW) which will populate the market in the future.

− Several of 5-7 MW turbines started the testing phase in 2013, and the largest offshore wind HVDC converter (800 MW) was installed in the North Sea.

Favourable regulatory framework for

offshore wind in Poland

− Marine Areas Act, which sets ground for site permits already in place

− Renewable Energy Sources (RES) Act, which sets ground for renewable energy support system for offshore approved by Komitet Staly (Government Committee), which confirms official position of Polish Government to have 1,65 GW offshore capacity by 2030

− The EU has initiated work on RES targets for 2030, which are expected to be concluded by March 2015.

− It is expected that these targets will give strong support for offshore wind projects because:

− The final targets are may be binding/obligatory for EU member states

− Key EU players, Germany and France are strongly in favour of increasing both RES growth and C02 emission reduction targets from 2020 to 2030

− By that time onshore wind and photovoltaic facilities will reach high density, so the only technology allowing to meet the increased targets will be offshore wind, in particular taking into account its decreasing capex costs over time

1 985 1 6632 539

3 581 3 904

4 847

5 992

7 039

8 008

0

2 000

4 000

6 000

8 000

10 000

2012 2013 2014 2015 2016 2017 2018 2019 2020

UK Germany China Other

Global offshore wind - capacity additions per annum (MW)

Source: Company

21

New projected global capacities will be dominated by RES with large share of wind

Development of installed capacity by source

Source Company

− Globally 69% of the new power generation capacity added between 2012 and 2030 will be from renewable technologies

0

50

100

150

200

250

300

350

400

2006 2010 2015 2020 2025 2030

Marine

Solar thermal

Small-scale PV

Solar PV

Offshore wind

Wind

EfW

Biomass

Geothermal

Hydro

Nuclear

Oil

Gas

Coal

69%

Installed capacity of wind farms

0

200

400

600

800

1 000

1 200

1 400

1 600

1 800

2006 2009 2012 2015 2018 2021 2024 2027 2030

− installed capacity of wind energy in 2030 will reach more than 1,600 GW.

− The dynamic growth of this segment will lead to 17% shareof global capacity.

Off-shore wind farms

On-shore wind farms

Source Company

22

Continued capex increase for RES assets

Source Company

� The level of capital expenditure on RES confirms its key position in the global power industry

− Since 2004, there has been an upsurge in global capex on new generation assets producing electricity from RES and continues to stay at a very high annual level of over USD 250 billion in 2013.

55

80

116

167

195 196

262

318

286

254

0

50

100

150

200

250

300

350

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Capex for RES assets (USbn)

23

03030303Appendix

24

AAAA Onshore wind assets

Operating Operating Operating Operating assetsassetsassetsassets portfolioportfolioportfolioportfolio

25

Wind farmInstalled

capacity (MW)Load factor (P-

50)COD Turbines Clients

Puck 22 22% 200611 x 2 MW Gamesa G80

hub height: 80m

Łukaszów 34 29%2 201117 x 2 MW Vestas V90 2.0

hub height: 105m

Modlikowice 24 28%2 201112 x 2 MW Vestas V90 2.0

hub height: 105m

Total / Average 1 80 27%

48 39 40 44 40 40

80 74

5249

4839 40 44

172163

0

50

100

150

200

2008 2009 2010 2011 2012 2013

Puck Łukaszów Modlikowice

Onshore wind farms – high quality operational portfolio

Description

− The Company’s key operational wind assets comprise of three on-shore wind farms with total capacity of 80MW: Puck, Modlikowice and Łukaszów

− All three wind farms have long-term PPAs with electricity off-takers

− There are project finance arrangements in all three wind farms with international lenders

Notes

1 Average weighted by installed capacity.2 Projected long-term load factors.

Production (GWh)

26

199

304

382

486

Cumulative

Puck22MW

Łukaszów34MW

Modlikowice24MW

Location and capacity of retained wind farms (MWe)

Skurpie37MW

Rajgród25MW

Gawłowice41MW

177

105

20

22

24

34

41

25

37

2005-2010 2011 2012 2013

Sold Retained Construction stage

Proven track record of successful development of onshore wind farms

− Since early 2000s company has gained significant expertise in wind projects by developing 486 MW of onshore wind capacity (some of them sold at pre-construction stage)

− Three wind farm projects have been retained and are currently in operation

Track record

Operating wind farms

Wind farms under construstion/RTB

27

AAAA Onshore wind assets

Development portfolioDevelopment portfolioDevelopment portfolioDevelopment portfolio

28

Wind farms under construstion/RTB

Tychowo (35MW)

Suwałki (41MW)

Klukowo/Samborsko (105MW)

FW G

Łukaszów (34 MW)

FW K

FW B (53 MW)

Mycielin (48 MW)

Myślino (20MW)

Pągów (51MW)

Puck (22 MW)

FW H

FW C

Dębice/Kostomłoty (45 MW)

FW I

Wartkowo (30MW)

Bądecz (42 MW)

Piekło (12 MW)

FW A

Rajgród (25MW)

Skurpie (37MW)

Gawłowice (41MW)

Grabowo (40 MW)

FW D

FW F

Zielona/Debsk(90MW)

FW M

FW M

FW L

FW J

Onshore wind farm assets

Projects sold after development stage

Projects in advanced development

Operating wind farms

Description

− Leading Polish wind farm development platform with 932MW pipeline

− Great track record of renewable projects developed by a highly experienced team of professionals

− Unique platform to become a significant renewable energy player in the near future

− Renewable energy is and will continue to be highly supported in Poland: obligatory purchase of electricity and granting of green certificates for a 15-year grandfathered scheme. Longer term move to auction system for long term pipeline will also guarantee long term stability

− Gawłowice and Rajgród already have binding long term PPAs in place.

Map of onshore wind assets and development pipeline

Modlikowice (24 MW)

Projects in early development

FW E

Jarogniew/Mołtowo (20MW)

29

498MW498MW 53MW53MW

In earlier stages

of development

In earlier stages

of development

One wind farm

intended for sale

One wind farm

intended for sale

Operating wind projectsOperating wind projects

Construction stageConstruction stage

Advanced development (for construction in 2015-16)Advanced development (for construction in 2015-16)

# Location Pwr (MW)Load factor

(P-50)Start-up Clients

1 Puck 22 22% 2006 Energa, Polenergia

2 Modlikowice 24 28%1

2011 Tauron PE

3 Łukaszów 34 29%1

2011 Tauron PE

80 MW

# Location Pwr (MW)Load factor

(P-50)Building permit Completion

4 Gawłowice 41 40% Under construction 1Q 2015

5 Rajgród 25 33% Under construction 1Q 2015

6 Skurpie 37 36%RTB

financing in progress3Q 2015

104 MW

Overview of wind farm portfolio

Pipeline build up

− By 2021F all 25 wind projects, of which 22 currently in-development, will be operating amounting to the total capacity of 959 MW

Total capacity : 959MW

80 80184

461594

756 756888

959879 879

775

498365

203 20371

53 53

2013 2014F2015F2016F2017F2018F2019F2020F2021F

In operations In development Intended for sale

Notes1 Projected long-term load factors

# Location Pwr (MW)Load factor

(P-50)Building permit Completion

8 Mycielin 48 39% Q3 2014 2016

9 Zielona/Dębsk 90 38% Q4’14/Q1’15 2016

10 Piekło 12 36% Q3'14 2016

11 Bądecz 42 33% Q4 2014 2016

12 Grabowo 40 39% Q2 2015 2016

13 Kostomłoty/Dębice 45 36% Q4'14/Q1’15 2016

277 MW

30

CompletionCompletion

Key elements of wind farm development process and wind energy business model

LandLand

Securing land for investment

(long term lease or ownership)

ZoningZoning

Changing or confirming

suitable land zoning

Wind StudiesWind

Studies

Performing wind quality tests

Environment

Environment

Obtaining environmental

decision required for building

permit

Grid connection

Grid connection

Filing for and obtaining a building

permit

Building permit

Building permit

Agreeing grid connection terms

with a local network operator

24 18 12 126

some stages are done

simultaneously

4 – 6 years4 – 6 years

X Estimated time required (months)

Key steps in wind farm development process

Current status of Company portfolio

Notes1 Includes 53MW Wind Farm Szymankowo that is intended for sale in 2015

80MW184MW

460MW354MW

545MW663MW

967MW932MW

828MW

552MW658MW

467MW349MW

45MW

Completion Building permit Grid connection Environment Wind studies Zoning Land

Total capacity : 1,012 MW 1

Done

31

BBBB Offshore wind farms

32

Description

Leading offshore wind farms developer in Poland with first mover advantage

− Company plans to develop two projects with combined planned capacity of c. 1.2GW

− The plan is to build offshore projects in cooperation with an experienced industrial player (50/50 JV)

− Potential investors interest was confirmed during preliminary discussions

− Third site permit for 1.6GW constitute upside option without incurring any further development costs

− Electricity offtake will be secured for 15 years by purchase obligation and contract for difference mechanism under the auction system

Project Green600 MW net to PH

Installed capacity and electricity generation (PH share)

Development projects:

Offshore wind farms

0

500

1 000

1 500

2 000

2 500

3 000

0

100

200

300

400

500

600

700

2014 2018 2022 2026 2030

Installed gross capacity (MW) Power generation (GWh, rha)

Location and capacity Project NameBałtyk

Środkowy IIIBałtyk

Środkowy IIActually planned capacity (MW)

600 600

Number of turbines c. 100 c.100

Distance to the shore 22 km 37 km

Net area 116.6 km2 122 km2

Depth 25-39m 23-41m

Average wind speed 9 – 10 m/s 9 – 10 m/s

Planned construction CAPEX (€bn)

c. 2.46 c. 2.35

Planned key datesBałtyk

Środkowy IIIBałtyk

Środkowy II

Environmental decision 1Q 2016 3Q 2016

Construction start 2020 2023

Comissioning date 2022 2026

33

Project key milestones and current status

Key milestones Bałtyk III Bałtyk II

Site permit Obtained, paid Obtained, paid

Environmental scoping Obtained Obtained

Terms and conditions to connect to transmission system

Obtained Obtained

� Company has the first mover advantage in Poland and is expected to benefit from global trend to develop

offshore wind capacity

Milestone 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 20 24 2025 2026

Bałtyk Środkow y III and export cable

Bałtyk Środkow y II

Completion of environmental studies

Environmental Impact Assessment and Report

Environmental Decision

Met mast

Basic engeeneering for construction permit

Operations (pow er generation)

Construction permit

Contracting construction

Supplies manufacturing

Construction

Contructing O&M

34

Competetive advantages

First mover advantage – Polenergia has been the leader in the offshore wind development in Poland:

− The first and most attractive site permits obtained (wind speed, distance, depth, least collisions with environmental protection targets, etc.)

− The first and most attractive (i.e. the quickest to start) terms and conditions to connect to the national electricity transmission system obtained

− The most advanced environmental process (min. 18 months advantage to the second player in the market) which allows for the first environmental decisions and least accumulated effect risk

− The most advanced in securing export cable route

As a result, Polenergia’s project are most likely to:

− Win the first auctions

− Bear the least environmental risks and limitations due to accumulated impact effect

− Be the first built and commissioned

− Enjoy the whole period of 15 year support system

− Enjoy the highest investment returns in the sector

35

CCCC Gas-fired CHP

36

Gas-fired CHP – operational portfolio

Location and capacityDescription

− Natural gas-fired combined heat and power station with a total generating capacity of 116 MWe and 70 MWt

− Modern plant which began commercial operations in 2000

− Operating at high efficiencies, the facility works under a base-load operating regime

− Power generated is exported via three 110 kV overhead transmission lines.

− The plant exceeds Polish environmental standards

− Stable income and cash flow streams from government sponsored stranded cost payments through 2020 – giving an infrastructural like risk and return profile

− Under the currently expected price environment post 2020, ENS is assumed to operate as a gas-peaker, producing short volumes and taking advantage of high baseload – peak spreads

ENS116MWe / 70MWt

Gas fired power plant

Operating assets:

Remuneration formula

− ENS generates revenues through sales of energy and heat, additionally it receives stranded cost compensation and gas compensation as well as cogeneration certificates

− Guaranteed stranded costs compensation effectively sets company EBIT at zero, (it is calculated in a way to balance energy and heat sales minus COGS and opex)

− As non cash position amortization allows to service debt and interests costs

− Gas compensation and cogeneration certificates are fully passed to earnings before tax

Installed capacity

Net capacity

Average Net Generation

Plant

Fuel

Efficiency

Type

COD

Availability

2000

93,80%

Elektrociepłownia Nowa Sarzyna

116MWe, 70MWt

113MWe

Gas fired CCGT cogen w ith fuel oil backup

Natural gas / fuel oil backup

HHV (48.6%), LHV (54.0%)

2*1 CCGT Thomassen (GE) frame 6

Electricity: ca. 760MWhHeat: ca. 530TJ

37

DDDD Electricity distribution

38

Electricity distribution

Length of distribution, lines (# of projects)

Szczecin0.6 km

Żarnowiec37.5 km

Gdańsk25.9 km (2)

Łysomice11.4 km

Warszawa13.4 km (17)

ŁSSE1.0 km

Nowiny3.6 kmKraków

1.4 km

Tczew3.9 km

Electricity distribution

Operating assets:

Warszawa3 km (2)

Development projects:

Electricity distribution

Kościan1.5 km

Leszno8.0 km

Operating Development Total

Electricity

distribution capacity 76 MW 11 MW 87 MW

Electricity

distribution volume 235 GWh 37 GWh c. 270 GWh

Number of projects 27 3 30

End-customers 8.2k 0.4k c.8.6k

Power lines length

(km)111.3 26.8 138.1

No of substations 87

No of transformers 149

RAB PLN 49m PLN 28m PLN 77m

Polenergia Dystrybucja

Description Value creation and benefits for clients− Polenergia Dystrybucja is

niche distributor of electricity to industrial and individual clients and to commercial off-takers: residential communities, production plants, office buildings and shopping malls

− Fully regulated under the WACC/RAB regulated regime with approved capexplans

Development projects

− 3 development projects based on contracts with real estate developers and industrial partner

− All projects fully regulated under the WACC/RAB regime with approved capexplans

− Ideal platform for larger scale expansion in electricity distribution

Value creation

− Extension of regulated activities by obtaining an electricity distribution license for “last mile” electricity infrastructure in non-residential real estate such as shopping malls and offices buildings

− Effective use of the synergies between the regulated activity (distribution of electricity) and commercial (sale of electricity) due to unbundling

− Offering partners opportunity for the optimization of the electricity infrastructure cost during construction site as well as maintenance

− Effective use of the synergies in the Polenergia Group

Unique package of benefits for its clients

− Immediate recoupment or reduction of the electricity infrastructure cost

− Competitive tariff rates for distribution and grid connection fee

− All costs associated with the infrastructure maintenance covered by Polenergia Dystrybucja

− Settlement of electricity by the company

− Risk of payment delays for electricity transferred on the company

− Third Party Access (TPA) available for recipients

39

Business model of distribution

+ Operating costs

+ DSO distribution costs

+ Real estate tax

+ Grid losses

+ Return on RAB

+ RAB depreciation

REGULATED REVENUE

- Operating costs

- DSO distribution costs

- Real estate tax

- Grid losses

REGULATED COSTS

= EBITDA

= CFADS

Co

sts

+ Connection Fees

― The Company has agreed its RAB with ERO along with apath to full recognition in 2015, currently 72% is recognized

― Development Plan approved by ERO directly impacts RAB ascapital expenditures included therein establish the base forRAB.

― RAB is passed through to tariff via regulated returncalculated using WACC set by ERO

― RAB provides the cash flows necessary to service the capexdebt financing costs through the following:

― depreciation of RAB

― return on RAB currently 9%

― The financing structure reflects this profile in order to bestsupport the business

― CFADS further improved through connection fees

Business model description EBITDA calculation

40

EEEE Trading

41

Trading

Overview of Polenergia Obrót (trading)

− Central trading and risk management platform located in Warsaw

− In January 2013 company took over ex-Vattenfall trading team operating in CEE power markets

Polenergia Obrót historical value-at-risk (PLNm)

0

2

4

6

8

10

12

14

16

18

03mar14 04mar14 05mar14 06mar14 07mar14 08mar14 09mar14 10mar14

GER PL Limit

− Polenergia Obrót has a very conservative risk management policy

− Daily exposure capped at a prudent level of VAR = PLN16m

− Historical VAR stays well below the set limit at c. PLN 8m

Electricity traded 3,153 GWh

Natural gas traded 44 mm3

Restricted risk policies controlled daily

Trading based on the physical product delivery

Polish Renewable and Cogeneration Certificates

Low risk profile

Polenergia Obrót (2013)

Trading activities

Physical power trading across Poland primarily with careful

consideration of cross border contracts & physical trading in

Germany

Asset backed trading: market access, portfolio management and

physical optimization of Polenergia’s assets (power and

certificates)

42

FFFF Other Development Projects

BernauBernauBernauBernau –––– Szczecin Szczecin Szczecin Szczecin pipeline (Germanypipeline (Germanypipeline (Germanypipeline (Germany----Poland)Poland)Poland)Poland)

43

Poland: Breakdown of natural gas supply, 2011F

bcm

Source IHS CERA(*) Includes low methane gas from domestic production; Total supply reaches c. 15 bcm in high-calorific equivalent.

Poland: Natural gas sales market share by players

%, by volume

Source IHS CERA

Excess demand for natural gas in the Polish market

− Regarding all stages of the supply chain, the Polish gas market is characterized by a very low level of competition and is dominated by one major player – PGNiG

− All Polish long-term import contracts are held by PGNiG

− PGNiG oversees imports, E&P, distribution and storage. It also represents 98% of the gas sales in Poland in both – wholesale and retail market

Natural gas demand in Poland

− Poland‘s natural gas demand is around 15 bcm p.a., mainly driven by industrial and residential customers and on per capita basis is one of the lowest in the EU reaching 0.4 mcm per capita in 2011 (c. 50% of EU27 average)

− Currently gas consumption in the Gas-to-power sector is comparable low, since the Polish power generation is dominated by coal fired plants. However, the existing coalinfrastructure is very old and requires quick replacement. Several new investments based on CCGT are planned in upcoming years

− Total gas consumption in Poland will reach 20 bcm p.a. in 2023

Low diversification of supply sources

− The Polish domestic gas production is about 4 bcm p.a. (high-calorific equivalent) (about 27% of the gas supply) and is expected to be stable in the following years

− Russia has been the main gas supplier with a share of about 89% of the total imports (65% of the total supply). The remaining 11% mostly come from intra EU imports, of which the lion‘s share was imported from Germany

− A liquefied natural gas (LNG) terminal at Świnoujście is currently under construction by Polskie LNG S.A., a 100% GAZ-SYSTEM affiliate, and will provide an initial capacity of 5.0 bcm p.a. starting in 2015. Only one contract is signed for 1.5 bcm at prices much above pipeline gas, so this import path is not likely to play significant role

98%

2%

PGNiG (nationalincumbent)

Others

Poland vs. EU: Gas consumption per capita, 2011

mcm per inhabitant

Source BP Statistical Review of World Energy 2012, Eurostat

0,10,4 0,4 0,5 0,6 0,6 0,7 0,7 0,7 0,8 0,9 1,0 1,1 1,1 1,2 1,2 1,3 1,4

2,3

Swed

en

Po

lan

d

Bu

lgar

ia

Po

rtu

gal

Fran

ce

Ro

man

ia

Fin

lan

d

Spai

n

Den

mar

k

Cze

ch R

epu

blic

Ger

man

y

Hu

nga

ry

Au

stri

a

Lith

uan

ia

Slo

vaki

a

Ital

y

Un

ite

d…

Bel

giu

m &

…

Net

her

lan

ds

EU27 Average: 0,9

6,0

0,9

9,1

Indigenous production *

Imports from Germany& Czech Rep.

Imports from Russia

Market structure

44

Available and planned natural gas transmission capacities on Polish border from West to

East direction

Source Gaz-System

Gas import infrastructure in the context of Poland’s strategic objective

Lasów• 1.5 bcm p.a. of transmission capacity

available on firm basis.• 100% of capacity booked

Yamal pipeline - Virtual reverse flow • 2.3 bcm p.a. of transmission capacity

available on interruptible basis.• 100% of capacity booked until 2015. • Firm reverse flow of 5 bcm p.a.

capacity will be available since Q2 2014

LNG Terminal in Świnouj ście• 5.0 bcm p.a. of transmission capacity

available on firm basis since 2015• Further extension up to 7.5 bcm

optional• Currently only 30% booked

New, planned transmission capacities

Legend

Currently available firm transmission capacities

Currently available interruptible transmission capa city

5.0

5.0

LwówekWłocławek

1.5

2.53.3

Total reverse flow on Yamal pipeline is limited with technical possibilities at the connection with Polish network (up to 5.8 bcm/a in total)

0.5

Cieszyn• 0.5 bcm p.a. of transmission capacity

available on interruptible basis.• 100% of capacity booked

− Due to past political reasons, the Polish import infrastructure is mostly one-side designed for gas supplies from Russia

− Although Poland has a number of interconnection points with neighboring countries, the existing system is highly utilized and all capacities at entry points are almost completely booked by PGNiG

− At present the firm capacities from West European markets amount only to slightly more than 10% of today’s Polish consumption

− This will be increased to about 47% of todays consumption after 5 bcm reverse flow on Yamal pipeline is commissioned

− And to 80% of todays consumption including additional 5 bcm of LNG

− Given the planned increase of natural gas demand in Poland to 20 bcm p.a., Poland is still likely to be short of 20% of its future consumption (4 bcm) from western markets

− Apart from sourcing the Polish market, additional connection with Germany may be used to re-export gas to Ukraine and Baltic states, which desparately search for the same option to get gas imports independent from Russia

� Poland’s strategic objective is to reach 100% of natural gas supplies independent from Russia

Available and planned natural gas transmission capa cities on Polish border from West to East direction

45

Bernau – Szczecin pipeline (Germany-Poland)

− Gas transmission project is ideally located to connect western gas markets with the isolated markets of Poland and other Eastern European countries (Ukraine, Baltic states)

− It is to provide the access to import infrastructure in Germany and become one of the key market openers of the East Europe gas market

− Customers in Poland (and potentially in neighbouring countries to the east and south of Poland) will gain access to the liquid Gaspoolspot market which allows them to purchase gas at lower prices and from various suppliers, thus significantly improving their energy security and ensuring supplies of this strategic commodity in a diversified way

− Strategic partners are to be invited for joint development of the project in Poland and Germany in 2014. The company assumes to hold 51% of German part of the business

− Already secured attractive RAB based remuneration

10 % of the pipeline capacity dedicated to short-term products ( up to 1 year) offered

in auctions

90 % of the pipeline capacity dedicated

to long term products (up to 20 years) offered in

auctions(1.5 bcm p.a

reserved exclusively for POLENERGIA)

5.0 bcm p.a.

firm capacity

or conditionally firm

90 % of the pipeline capacity dedicated

to long-term products (up to 15 years) offered in

auctions acc. to CAM network code rules

EXIT POLAND / ENTRY GERMANY EXIT GERMANY / ENTRY POLAND

10 % of the pipeline capacity dedicated

for short-term products (up to 1 year) offered in

auctions acc. to CAM network code rules

3.5 bcm p.a.

firm and interruptible

capacity

General characteristic

Overview

Tota l technica l capaci ty 3.0 – 5.0 bcm p.a .

Compress or s tations 1 x 5.4 MW

Length c. 150km (30km in POL, 120km in GER)

Start of construction 2015

Start of operations 2018

FEED Des ign Secured

Construction Permits Secured

Rights of Way c. 50% Secured

TPA/Unbundl ing In progres s

Commercia l clos ing In progres s

Grid connection In progres s

EPC To be completed

Financing To be completed

Bernau – Szczecin pipeline

Project Status

46

FFFF Other Development Projects

ElektrowniaElektrowniaElektrowniaElektrownia PółnocPółnocPółnocPółnoc –––– coal fired power plant coal fired power plant coal fired power plant coal fired power plant

47

Coal fired PP – development project

Elektrownia Północ

Elektrownia Północ:

− Construction of a coal-fired power plant with a capacity of 800 MWe using supercritical pulverized coal combustion technology

− Project intended to be basedupon long term Take-or-Pay PPA for 20 years

− Project will decrease the electrical power shortages in the region which are expected to occur in the second part of the decade (2017-2018)

− We are considering inviting strategic investor to this project

Project status:

• Real estate: 223 ha secured

• EPC tender process: completed(signed with Alstom)

• Grid connection: Signed

• Fuel Supply Agreement: Signed

Elektrownia Północ

Planned capacity 800 MWe

Efficiency over 45%

Fuel (hard coal) 20-22 GJ/tonne

EP800 MWe

Elektrownia Północ – coal fired power plant

Location and capacity

Hard coal PP

Development projects:

Perfect moment in the Polish power market cycle: low capacity reserve in the Polish power system, decommissioning of obsolete units and low comparative electric energy consumption per capita contribute to a strong outlook and fundamental support for power price growth in Poland

New incentives from Polish government to construct new capacity expected

Multi offtaker mode allowing for benefiting from the power price growth

Robust offtake structure ensuring Project’s bankability: pass-through PPAs with creditworthy offtakers, including recovery of fixed and variable costs, debt service, and a price upside-sharing mechanism, all of which improve Project’s overall cash-flow profile thus contributing to debt financing costs optimization

Strong competitive position of the Plant: one of the most efficient plants in Europe, placing it at a favorable point in the Polish merit order - the Project will operate always in base load throughout its life as a high efficiency plant with an advantageous FSA

Strong economic environment

Optimal project structuring

Optimal fuel choice

Competitive and stable fuel supply agreement secured

Favorable location: the Project is conveniently located in the northern part of Poland (close to key transmission grid lines, sea shore, and with access to the key rail line) and will be supported by expected power shortages in this region

Strong local support for the Project

Key investment considerations

48

Located where unbalanced distribution and transmission assets are

Northern Region2

Capacity installed1: 4.7 GW

(13.3%)

GDP: PLN 202bn (17.2 %)

Notes

1 2007 Data 2 Calculations based on the following provinces: West Pomeranian, Pomeranian, Warmian-Masurian and Kuyavian-Pomeranian 3 Calculations based on the following provinces: Lower Silesian, Opole, Silesian and Lesser Poland

Source GUS, PSE Operator

Southern Region3:Capacity installed1 : 14.37 GW

(40.1 %)

GDP: PLN 363bn (30.8 %)

The Polish transmission network is underinvested.

Southern Poland with high concentration of power is connected with the north suffering from power shortages by merely two 400 kV lines

To Sweden

600 MW

600 MW

992 MW

1280 MW

1889 MW

443 MW

628 MW

358 MWExports capacity

Imports capacity

Non-operational

Białystok - Roś

Wólka Dobrzyńska - Brześć

Krosno Iskrzyna - Lemesany

Mikułowa - Hagenverder

Krajnik - Vierraden

RUSSIA LITHUANIA

BELARUS

UKRAINE

SLOVAKIA

CZECH REPUBLIC

GERMANY

400kV

400kV

450kV

220kV

110kV

220kV

750kV

400kV

220kV400kV

Only 7% of total production of Polish power sector of 163.2 TWh flowed out of Poland in 2011, whilst only 4% flowed into Poland

− 40.1% of installed capacity of Polish power plants exists in the South of the country, due to the concentration of industrial production in the region and the availability of coal deposits

− Majority of newly constructed wind assets are located in the North of the country making balancing and stabilizing of the grid extremely difficult without reliable and predictable generation capacity

− Supplementing the power shortage in the North using excess capacity from the South is difficult due to the underinvested national transmission grid

− Low interconnection capacities to foreign electricity grids substantially limit imports of energy to Poland

Installed capacity in the North and South Transmission grid of PSE OPERATOR, 2011

Interconnection capacities

49

As one of the most efficient plants in Europe, EP will be favourably placed in the

Polish merit order and will operate predominantly at base load

Polish merit order curve (December 2013)

Polish merit order curve (December 2035)

Source Company

− More than 75% of the installed boilers and turbines in Poland are older than 20 years and close to 50% of all boilers and turbines in use are older than 30 years

− High efficiency rate of EP, with substantially lower costs of fuel, emissions and other variable costs, will guarantee high utilization of the available capacity of EP

− It is expected that the Plant will operate always in base load throughout its early life, due to its position in the Polish merit order as a high efficiency plant with an advantageous FSA

− In case of the increasingly more probable non-nuclear scenario, the Plant’s position in the merit order will shift to even more advantageous place

To be updated

50

FFFF Other Development Projects

Biomass power plantBiomass power plantBiomass power plantBiomass power plant

51

Highly efficient biomass power plant

Biomass power plant – development projectLocation and capacity

Standalone biomass combustion:

− PEP has significant experience in biomass energy project construction and operation (operated EC Saturn, a CHP with one of the largest biomass-fired blocks in Poland - 80 MWe / 201 MWt for 8 years)

Wińsko:

− Currently, PEP develops a 31 MWe power plant in Wińsko, which is fully permitted

Key characteristics

Turbine Condensing / Alstom

BoilerVibrating grate/ DP Cleantech

Installed capacity 31 MWe

COD 2019

Customer Supply to the grid

Load factor 92%

Efficiency Electrical 33%

Operational period 30 years

Wińsko31 MWe

Development projects:

Biomass power plant

52

Project selection criteriaProject selection criteria

Availability of biomass fuel

Availability of biomass fuel

Availability of grid connection

Availability of grid connection

OtherOther

− 280k tons of biomass fuel (of which 30-40% from agriculture (straw, energy crops) and 60-70% from forest (forest residues, saw dust, energy crops)

− Selected location guarantees availability of:

− Cereal, rape and corn straw production of 3.2m tons within 70-100km distance (c. 0.7m tons available for sourcing)

− Forest biomass - 0.6m tons of forest cutting residue available for sourcing within 200km distance

− Sawmill biomass – 0.9m tons (0.1m tons available for sourcing)

− Agricultural land available for energy crops

− Limited competition from pellet, mushroom, and energy producers

− 280k tons of biomass fuel (of which 30-40% from agriculture (straw, energy crops) and 60-70% from forest (forest residues, saw dust, energy crops)

− Selected location guarantees availability of:

− Cereal, rape and corn straw production of 3.2m tons within 70-100km distance (c. 0.7m tons available for sourcing)

− Forest biomass - 0.6m tons of forest cutting residue available for sourcing within 200km distance

− Sawmill biomass – 0.9m tons (0.1m tons available for sourcing)

− Agricultural land available for energy crops

− Limited competition from pellet, mushroom, and energy producers

− Availability of land with suitable zoning

− Access to water and waste water treatment facilities

− General willingness of local administration

− Road infrastructure

− Availability of land with suitable zoning

− Access to water and waste water treatment facilities

− General willingness of local administration

− Road infrastructure

60% of total required biomass is already

contracted

60% of total required biomass is already

contracted

Wińsko - project selection process

The Company carefully analysed a number of potential locations for the planned biomass power plant. Three potential locations in Lower Silesia were selected of which Wińsko is being currently developed

53

Status 2013 2014 2015 2016 2017 2018 2019

Construction permit

Grid connection (terms)

Grid connection (agreement)

Financing confirmed (term sheet)

Supervisory Board’s approval

Ground acquired

Financing complete

Supplier contracts signed

Construction

COD

Key characteristicsKey characteristicsType: Condensation

Capacity: 31 MWe

Supplier: Alstom

Expected project timingExpected project timing

Type: Vibrating grate

Capacity (net): 78 MWt

Supplier: DP Clean Tech

Expected start-up: 2019

Turbine Boiler

Wińsko

CustomerCustomer Supply to the grid

Wińsko key characteristics

Biomass power plant

54

GGGG Other Operating Assets

Zakrzów CHP, Zakrzów CHP, Zakrzów CHP, Zakrzów CHP, MercuryMercuryMercuryMercury PP, PP, PP, PP, ppppelletelletelletellet plantsplantsplantsplants

55

Other operating assets

Zakrzów CHP Mercury PP Pellet plants

− CHP plant with heat capacity of 29MWt located in Wrocław

− Energy is generated from natural gas supplied by PGNiG

− Established in 2000 for the purpose of supplying electricity and heat to Whirlpool under long term contract (valid until Oct 2020)

− Constructed by PEP on a turn-key basis, together with the necessary infrastructure (gas pipeline and connections)

− Whirlpool remains the sole user of energy generated

− Power plant located in Wałbrzych

− Launched in July 2006

− Power unit consists of a gas-fired boiler and steam turbine with a capacity of over 8 MWe

− Power unit generates electricity from coke-oven gas, which is a by-product of coke production at WZK Victoria

− Operated under a contract concluded between PEP and WZK Victoria for the supply of coke-oven gas and offtake of electricity. The contract is valid until December 31st 2021

− In response to growing demand, in 2008 PEP launched projects to supply the energy sector with pellets manufactured from agricultural biomass, in particular from straw

− The company operates three pellet plants:

− Fabryka Północ, located in Sępólno Krajeńskie

− Fabryka Południe, located in Ząbkowice Śląskie

− Fabryka Wschód, located near Zamość

Fabryka

Północ

Fabryka

Południe

Fabryka

Wschód

COD 20122010 and

2011 2012

appr

CapexPLN 1.7m PLN 18.5m PLN 25.5m

Annual

prod.

(tonnes)

36k 53k 51k

56

DisclaimerThis presentation (the “Presentation”), is being provided solely for information only and non-reliance basis.

The purpose of the Presentation is to provide selected information relating to Polish Energy Partners S.A. ("PEP") and Polenergia Holding ("Polenergia") (the “Transaction”).

This Presentation does not constitute or form part of any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any shares in Polish Energy Partners S.A. and/or Polenergia. The contents of this Presentation should not be construed as investment, legal or tax advice.

The Presentation has been prepared on the basis of information provided by PEP and Polenergia and also from publicly available information. The information provided should not be relied on for any purpose and should not in any way serve as a substitute for other enquiries and procedures that would (or should) otherwise be undertaken.

No representation or warranty, expressed or implied, is or will be made and no responsibility or liability is or will be accepted by PEP and/or Polenergia or by any of their officers, servants or agents or affiliates as to or in relation to the accuracy or completeness of the Presentation or the information forming the basis of this Presentation or for any reliance placed on the Presentation by any person whatsoever. The information or opinions contained in this Presentation does not purport to be comprehensive and has not been independently verified. Recipients are recommended to seek their own financial and other advice. In publication of this Presentation, PEP and/or Polenergia, their representatives, directors, officers, employees, advisers and agents undertake no obligation to provide the recipient with access to any additional information or to update this document or to correct any inaccuracies therein which may become apparent.

The Presentation includes certain forward-looking statements relating to certain business, management’s plans and objectives for relevant assets. These statements involve high level of risk and uncertainty because they relate to events and depend on circumstances that will or will not occur in the future. No representation is made that any of these statements will come to pass. Actual outcomes are highly likely to vary from any such forward-looking statements and such variations may be material. There are a number of factors that could cause actual results and developments to differ materially from any of those expressed or implied by any such statements, such as, but not limited to, the ability to achieve cost savings, exposure to fluctuations in exchange rates for foreign currencies, inflation and adverse economic conditions.

The distribution or possession of this document in certain jurisdictions may be restricted by law or regulation. Accordingly recipients of the Presentation are required to inform themselves about, and observe any applicable legal or regulatory requirements in relation to, the distribution or possession of this document. Neither PEP, nor Polenergia nor their respective directors, officers or agents, accepts any liability to any person in relation to the distribution or possession of the document in any jurisdiction.