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New composition of the PBG and RAFAKO Management Boards and expected changes in the Supervisory Boards

2012-10-29

• Mr Paweł Mortas was appointed President of the PBG and RAFAKO Management Boards. The change at the helm of both companies  follows from a strategy adopted in June, which provides for interlocking directorate at PBG and RAFAKO.
• Furthermore, Ms Kinga Banaszak-Filipiak was appointed to the PBG Management Board, while Mr Maciej Kaczorowski joined the RAFAKO Management Board.
•  The objective behind the appointment of the new management teams is to ensure safe and timely execution of strategic contracts, establish strategic alliances with industry partners, secure successful resolution of pending disputes, and grow the company value through synergies. The major task ahead of the PBG Management Board is to cooperate with financial institutions and work out an arrangement with the creditors on best terms possible.
• Extraordinary General Meetings are to be convened at both companies to address a number of issues, including changes in the composition of the Supervisory Boards.
• PBG's Main Shareholder put forward Mr Agenor Gawrzyał as the candidate for the position of Chairman of the PGB and RAFAKO Supervisory Boards.

Yesterday, the Supervisory Board of PBG S.A. (operating under company voluntary arrangement) appointed Mr Paweł Mortas as President of the Management Board. Mr Mortas was also unanimously appointed as President of the RAFAKO Management Board at a meeting of the PBG subsidiary's Supervisory Board held today. The appointment of the new President of the Management Boards at the two companies follows from the Supervisory Board's strategy of interlocking directorate and closer cooperation between the companies.

It will be the task of the new PBG's management to leverage synergies across the Group in order to secure and perform new contracts and cooperate with creditors in an attempt to work out an arrangement.

“I am confident that Mr Mortas' expertise, dedication and experience will facilitate the cooperation with financial institutions and securing of the creditors' claims in arrangement proceedings. Also, his task will be to exploit synergies between the Group companies to ensure completion of strategic contracts and their further development, forge business alliances with industry partners and lead us to a successful resolution of the pending disputes. Mr Mortas has proved himself to be a manager who is well suited to facing these tough and challenging conditions. In addition to experience in the energy sector, which is of crucial importance to PBG, he has excellent knowledge of the operations of PBG and the Group companies,” said Jerzy Wiśniewski, the main shareholder of PBG.

In 2006–2009, Mr Paweł Mortas served as a Supervisory Board member and then as President of ENEA S.A., which under his management proved to be the only successfully floated company on the WSE in Q4 2008. In 2009–2010, Mr Mortas was an advisor to the ALSTOM Management Board. Since 2010, he has held directorship positions at PBG S.A. Mr Mortas sat on the Management Boards of such companies as TBS – Bemowo Sp. z o.o., Kaskada Sp. z o.o. or BDM Grupa Inwestycyjna S.A. He also served as member of the Supervisory Boards of Kozienice S.A. and Centralwings Sp. z o.o. Having completed numerous management training courses, Mr Mortas is currently pursuing Executive MBA and Executive DBA studies at the Institute of Economics of the Polish Academy of Sciences.

Furthermore, the PBG Management Board was joined by Ms Kinga Banaszak-Filipiak, who has been with the Company for seven years now. Ms Banaszak-Filipiak will be responsible for financial management and ongoing communication with investors and financial institutions.

“We are well aware that given the current situation of PBG it is crucial to involve all key persons in the efforts to work out an arrangement with the creditors as well as to forge financial and industry alliances, which will include looking for potential investors to safeguard the value of the Group's assets. I believe that Ms Banaszak-Filipiak will prove equal to the task,” said Jerzy Wiśniewski.

To date, Ms Banaszak-Filipiak has served as IR Director and Press Officer. Previously, she held the position of Analysis Director and Head of Investor Relations. Ms Banaszak-Filipiak has taken part in the most important capital raising projects for PBG Group companies. Also, she sat on the Supervisory Board of TESGAS. Ms Banaszak-Filipiak has completed several postgraduate courses, including an Executive MBA programme.

On October 28th–29th 2012, Mr Wiesław Różacki, who had headed the PBG and RAFAKO Management Boards, was removed from office at both companies. Ms Bożena Kawałko and Mr Dariusz Karwacki were also removed from their positions on the RAFAKO Management Board. The Supervisory Board thanked them for their contribution to RAFAKO.
At the same time, Mr Maciej Kaczorowski joined the RAFAKO Management Board. Mr Kaczorowski has 35 years of experience in the power industry. As member of the Management Board he has been entrusted with implementation of strategic contracts.

Maciej Kaczorowski has been employed at RAFAKO since 1978, most recently in the position of Development Director.  Prior to that, he served as Vice-President of the Management Board, Technical Director and Supercritical Technology Director. Mr Kaczorowski was a member of the Management Board and Technical and Marketing Director at Energo-Inwest Sp. z o.o., member of the Management Board at Mitsui Babcock Polska (Doosan Babcock Polska), and President of the Management Board at RAFAKO ENGINEERING Sp. z o.o. Maciej Kaczorowski also held positions on the Supervisory Boards of RAFAKO Sp. z o.o, Energomontaż Południe S.A., Engorem Sp. z o.o., Nower Sp. z o.o., and FPM S.A. He has completed several postgraduate courses, including a management programme.

Today, i.e. on October 29th 2012, PBG received the resignation of Mr Wiesław Mariusz Różacki from his position of President of the Management Board, which is ineffective in light of the resolution adopted on October 28th 2012 by the PBG Supervisory Board to remove Mr Wiesław Mariusz Różacki from the Management Board as of October 28th 2012.

Mr Wiśniewski announced that he would put to vote the candidacy of Agenor Gawrzyał as member of the PBG and RAFAKO Supervisory Boards at the companies’ planned Extraordinary General Meetings. Mr Wiśniewski also plans to submit a proposal to the members of the Supervisory Boards to appoint Agenor Gawrzyał Chairman of the Supervisory Boards – the position currently held by Mr Wiśniewski himself. The Main Shareholder of PBG intends to remain a member of the companies’ Supervisory Boards.
“Given the challenges faced by PBG, I was looking for a person whose experience in financial institutions, corporate restructuring and change management would best contribute to the Group companies’ future. Therefore, I am glad that Mr Gawrzyał, a recognised expert, agreed to undertake this mission. He offers strategic skills necessary to properly supervise the relationship with financial institutions and the changes which have to be introduced at the PBG Group,” said PBG’s main shareholder.  “Today PBG needs the qualifications of such persons as Mr Agenor Gawrzyał. This is why I decided to resign from the position of Chairman of the PBG and RAFAKO Supervisory Boards, while intending to remain a member of the Supervisory Boards and support the companies’ strategic operations. My priority is to enter into an arrangement with the creditors and we will use all the potential we have to achieve this objective. In the long-term perspective, I expect that PBG will regain its market position, which it held as recently as two years ago, and that the Group companies will return to the growth path,” added Jerzy Wiśniewski.

Dr Agenor Gawrzyał has many years of experience in the financial market and corporate restructuring. He held a number of positions, including President of the Management Board at the Warta TUiR Group companies: Warta S.A. and TUNŻ Warta Vita S.A. (insurance), and President of Towarzystwo Funduszy Inwestycyjnych Korona S.A. (investment fund company). Mr Gawrzyał served as Vice-President of the Management Board of WBK S.A. (bank), where his responsibilities included loan portfolio restructuring and share issue management during the privatisation process. He has received a number of prestigious awards, including the Business Award of the President of the Republic of Poland and awards granted by the President of the WSE Management Board, BCC, and the Polish Business Club. He has completed several postgraduate courses, including foreign programmes.

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