Annual General Meeting of Shareholders

“Polish Energy Partners” Spółka Akcyjna (hereinafter referred to as the “Company”) hereby informs that the Annual General Meeting of Shareholders was convened to be held on 14 May 2009, at 10 a.m. The Meeting will be held at the registered office of the Company in Warsaw, ul. Wiertnicza 169. 

The agenda of the General Meeting is as follows:

1. Opening of the Annual General Meeting;
2. Appointment of the Chairman of the Annual General Meeting;
3. Arriving at an agreement as to whether the Annual General Meeting has been convened in a proper manner and whether it is able to adopt resolutions;
4. Analysis and approval of the Board of Directors’ report on the Company’s business in the financial year 2008;
5. Analysis and approval of the Company’s financial statement for the financial year 2008;
6. Adopting a resolution on the approval of the Board of Directors’ report on the Capital Group’s business in 2008;
7. Adopting a resolution on the approval of the consolidated financial statement for the year 2008;
8. Adopting resolutions to discharge members of the Board of Directors for due performance of their duties in the financial year 2008;
9. Adopting resolutions to discharge members of the Supervisory Board for due performance of their duties in the financial year 2008;
10. Adopting a resolution on the appropriation of profit gained in financial year 2008;
11. Adopting a resolution(s) on the appointment of a Supervisory Board member;
12. Adopting a resolution on the remuneration for the Supervisory Board members;
13. Adopting a resolution on amendments to the Corporate Charter of the Company;
14. Closing of the General Meeting.

Pursuant to the resolution referred to in Item 13 of the proposed agenda of the General Meeting:

It is proposed to amend Art. 5.1. of the Corporate Charter reading:

The share capital amounts to PLN 37,596,334 (thirty seven million five hundred and ninety-six thousand three hundred and thirty-four zloty) and is divided into the shares with the nominal value of PLN 2 (two zloty) each, including 2,213,904 A Series shares; 2,304,960 B Series shares; 515,256 C Series shares; 566,064 D Series shares; 1,338,960 E Series shares; 544,800 F Series shares; 683,376 G Series shares; 288,000 H Series shares; 856,704 I Series shares; 3,835,056 J Series shares; 1,640,688 K Series shares; and 3,144,624 L Series shares, 182,359 M Series shares, 69,922 N Series shares, 70,908 O Series shares, 49,500 P Series shares, 37,560 R Series shares, 147,026 S Series shares, 125,300 U Series shares and 143,200 W Series shares. The W Series shares are registered shares.

By providing a new wording reading as follows:

The share capital amounts to PLN 37,596,334 (thirty seven million five hundred and ninety-six thousand three hundred and thirty-four zloty) and is divided into the shares with the nominal value of PLN 2 (two zloty) each, including 2,213,904 A Series shares; 2,304,960 B Series shares; 515,256 C Series shares; 566,064 D Series shares; 1,338,960 E Series shares; 544,800 F Series shares; 683,376 G Series shares; 288,000 H Series shares; 856,704 I Series shares; 3,835,056 J Series shares; 1,640,688 K Series shares; and 3,144,624 L Series shares, 182,359 M Series shares, 69,922 N Series shares, 70,908 O Series shares, 49,500 P Series shares, 37,560 R Series shares, 147,026 S Series shares, 125,300 U Series shares and 143,200 W Series shares.

The Company’s Board of Directors informs that in compliance with art. 9 item 3 of the Financial Instruments Trading Act, the right to participate in the General Meeting of Shareholders is guaranteed to holders of depository receipts. Depository receipts should specify the number of shares held and include a clause under which the said shares cannot be issued until the General Meeting is closed. The said document must be submitted to the Company’s registered office at ul. Wiertnicza 169, 02-952 Warsaw, not later than 7 days before the date of the General Meeting, i.e. by 7 May 2009 and not collecting them before its termination. The depository receipts shall be submitted at the Company’s registered office by 7 May 2009, 5 p.m.

The list of shareholders eligible to participate in the General Meeting, in compliance with art. 407 § 1 of the Code of Commercial Companies shall be made available for three business days before the date of the General Meeting, i.e. from 11 May 2009 at the Company’s office in Warsaw, Wiertnicza 169, where the materials concerning the agenda shall be made available to shareholders on the date and on terms and conditions provided in the Code of Commercial Companies.