PGE Credit Factbook. December 2015

PGE Credit Factbook December 2015 • PGE Group – general information 1 Key Highlights ► PGE combines operating and financial strengths 9M 2015 E...
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PGE Credit Factbook December 2015



PGE Group – general information

1

Key Highlights ► PGE combines operating and financial strengths

9M 2015 EBITDA

9M 2015 Revenues

PLN 6.2bn

PLN 21 bn

Market Cap PLN ~25.2 bn (at the end of Q3 2015)

Energy production 54.84 TWh

Installed capacity 12.6 GW at the end of 2014

in 2014

no. 1 in Poland

no. 1 in Poland

Strong Credit Ratings Fitch: BBB+ Moody’s: Baa1

Number of electricity consumers 5.2 m

Q3 2015 Net Debt / EBITDA 0.01x

2

Competitive advantages  Largest Polish vertically integrated utility in terms of installed capacity and electricity production active in all segments of power sector except for the highest voltage electricity transmission

 EBITDA margin at 29% - highest among Polish power utilities  Highly diversified and youngest generation assets in Poland  Focused on baseload generation, absolute cost leader in Poland - approx. 70% of power capacity generated from own fuel (2 lignite mines)

   

Approx. 38% market share in generation Approx. 1/3 of EBITDA from regulated activities (distribution) under a stable and transparent framework Regulated assets operator (Dolna Odra Power Plant and pumped-storage plants) Growing renewables portfolio – 529MW in onshore wind projected at the end of 2015 (currently 441MW after commissioning of 90 MW Lotnisko wind farm in Q4 2015)

 Strong investment grade credit ratings with stable outlook by Fitch and Moody’s  Strategy for 2014-2020* aimed at keeping the leading position on Polish market with capex of PLN 33 billion intended for development, modernization and replacement of generation assets and PLN 50 billion in total

 Plenty of headroom in the balance sheet – net debt/EBITDA at 0.01x at the end of Q3 2015 with heavy capex spending ahead

* Currently under revision 3

PGE Group in the value chain – 2014 data •

Mining •



Production net ca. 55 TWh Installed capacity ca. 12.6 GW Sales of heat ca. 18 million GJ 2 Lignite-fired power plants (Bełchatów and Turów) 2 Hard coal-fired power plants (Opole and Dolna Odra) Combined heat and power plants – 8 sites (Szczecin, Pomorzany, Gorzów, Bydgoszcz, Zgierz, Kielce, Rzeszów and Lublin-Wrotków) Hydroelectric power plants (Hydro ca. 97 MW, Pumped-storage ca. 1.5 GW) Wind farms - 311 MW



Activity of PSE S.A.

• • • • •

Power generation





Transmission

Distribution

Wholesale & Supply

2 open pit lignite mines (Bełchatów and Turów) Lignite output 50 million tons p.a.

• • •

Distribution of energy 32.54 TWh Distribution grid: 281,290 km Number of substations: 91,374

• • •

Final consumers 39.60 TWh Wholesale market 62.44 TWh Balancing market 1.10 TWh

4

Value Chain of PGE Group in 2014

Share of EBITDA recurring*

Conventional generation

Renewables

51%

5%

Supply**

Distribution

5%

37% 2,378

305

351

3,266

PLN m 6,466

EBITDA recurring*

• Competitive advantages

• •

Leader of baseload generation Cost-effective fuel base Youngest generation assets



Second largest wind power generation in Poland (0.64 TWh)

• • •



Market share

38%

11%

2014

* Excluding significant one-off items ** Supply and Wholesale presented as a one business line - Supply

Large SME and mass customer base No 2 on the market in sales volume Competences in modelling and forecasting of the energy market Asset-based trading allowing further development

30%

End customer market

• •

No 2 in Poland in number of customers Stable regulatory environment

PGE Group

26%

5

Value Chain of PGE Group in Q3 2015 Share of EBITDA recurring*

Conventional generation

Renewables

53%

4%

Supply**

Distribution

8%

35% 622

144

75

984

PLN m 1,852

EBITDA recurring*

• Competitive advantages

• •



Baseload generation leadership Cost-efficient resource base Relatively young generation assets



13.5 TWh generation



Onshore wind leader with 351 MW of installed capacity

• • • •

0.61 TWh generation ***



Leader in wholesale trade Asset backed trading with growth potential Market modeling competencies 15.43 TWh sold on the wholesale market Biggest supplier in terms of sales volume – 9.77 TWh

* Excluding significant one-off items ** As of Q1’15 Supply and Wholesale will be presented as a one business line - Supply *** Renewables generation includes biomass co-combustion

• • •

2nd biggest customer base – 5.2 million Stable regulatory environment 8.35 TWh supplied in Q3 2015

PGE Group

6

Largest and Most Profitable Energy Group in Poland 2014 28,137 EBITDA of PGE Group PLN million

18,441

Revenues PLN m

10,591

9,855 2014

8 118

2013

7,837

8 118 2012

6 791

2011

6 855

2010

6 798

3 627 EBITDA PLN m

EBITDA margin

2 307

1 915

Energa

Enea

Tauron

PGE

22%

19%

20%

29%

Source: Financial reports of PGE, Energa S.A., Enea S.A. and Tauron Polska Energia S.A. 7

PGE Group Strategy Strengthening of the leading position in electricity generation with the most effective and diversified asset portfolio assuring long term competitive advantage

Leading electricity producer in Poland

Actively pursuing identification and implementation of new growth initiatives focused on value creation

Group actively developing new business areas

1 4

Innovation

2

Preferred and reliable energy supplier

Reliability of supply as well as optimal sales and customer service processes

3 The most effective energy group in Poland

Improvement of effectiveness of Group’s operations in key areas based on best industry standards

8

PGE CAPEX Program for 2014-2020 CAPEX timeline

2014-2020 CAPEX breakdown [Nominal, net of VAT] Development and modernization of distribution networks ~PLN 12.3 bn

Others

New conventional capacity ~PLN 15.2 bn PLN bn 6.35

9% 30% 25% Modernization and restoration of existing generation assets ~PLN 16.3 bn

~PLN 50 bn 3%

New RES capacity ~PLN 1.7 bn

33%

• Between 2014 and 2019 spending on preparation for the commencement of the nuclear program will amount to ~PLN 0.7 bn

2014 2015 2016 2017 2018 2019

9

Capital expenditures in 9M 2015 PLN 163 m

Significant projects

CAPEX in 9M 2015

Construction of Opole II

PLN 1,744 m

PLN 1,138 m

TOTAL CAPEX PLN 5.9 bn (+50%) 32%

36%

PLN 2,148 m New projects

Modernization & maintenance

56%

44%

Distribution

PLN 1,866 m

3%

10%

Renewables

PLN 565 m

Conventional Generation

19%

Refurbishment and modernization in Bełchatów

PLN 578 m

Modernization of distribution assets

PLN 616 m

New developments in distribution area

PLN 523 m

Lotnisko wind farm

PLN 224 m

Resko II wind farm

PLN 192 m

Karwice wind farm

PLN 72 m

Investments in generating capacities incl. conventional generation, renewables and distribution Conventional Generation – modernization, maintenance & other

Conventional Generation - new projects

Renewables

Distribution

Supply & other



Opole in decisive phase of investment – intensive assembly works in progress taking advantage of favorable weather conditions



Comprehensive refurbishment in Bełchatów since 2010 - PLN 3.6 bn of CAPEX up to the end of Q3’15; currently 2 units in outage, project completion in Q3’16



Remaining three wind projects on the path to be completed till the end of 2015 and to lock in green certificates support

10

Simplified ownership structure of PGE Group PGE Dom Maklerski S.A.

100%

PGE Polska Grupa Energetyczna S.A.* the Parent, Corporate Center and Wholesale Company

Brokerage house Exatel S.A.

PGE Sweden AB (publ)

100%

100%

100%

PGE Systemy S.A. Shared Services Center

100%

Telecom operator

PGE OKK Sp. z o.o. Shared Services Center

99.96%

100%

100%

100%

70%

PGE Górnictwo i Energetyka Konwencjonalna S.A.

PGE Energia Odnawialna S.A.

PGE Dystrybucja S.A.

PGE Obrót S.A.

PGE EJ 1 sp. z o.o.

CONVENTIONAL POWER GENERATION

RENEWABLE POWER GENERATION

ELECTRICITY DISTRIBUTION

SUPPLY

NUCLEAR PROJECT

Generation segments

• 2014 and 9M 2015 brought further streamlining of the Group’s structure: • • • •

PGE S.A. received from PGE Obrót S.A. (in form of donation) packages of shares in PGE GiEK S.A. and in PGE Dystrybucja S.A.; Squeeze out of minority shares in PGE GiEK S.A. is progressing; In April 2015 PGE S.A. sold 30% of shares in PGE EJ 1 sp. z o.o. to TAURON Polska Energia S.A., ENEA S.A. and KGHM Polska Miedź S.A.; In July 2015, PGE Energia Odnawialna S.A. finalized the merger with PGE Energia Natury S.A.

• In July 2014 , the State Treasury sold 3.5% package of shares in PGE S.A. decreasing its stake holding below 60%. * Ownership of PGE Polska Grupa Energetyczna S.A.: State Treasury 58.39%, other entities 41.61% 11



Financials & funding

12

Financing model of PGE Group Financing model

13

Towards optimal financing structure Secured financing facilities up to H1 2015 • Eurobonds totalling EUR 638 million issued in 2014 under EUR 2 bn EMTN program • Bonds totalling PLN 1 bn under the domestic PLN 5 bn bond program • PLN 1 bn long-term loan from BGK • Current account credits from PKO BP S.A. (PLN 1 bn in April 2015) Pekao S.A. (PLN 1 bn in February 2015) and SG (PLN 250 m in July 2013 to July 2016) • Preferential credits from National and Regional Funds for Environmental Protection and Water Management

Targeted financing structure

Bonds

Acquired in Q3 2015 • Syndicated loan amounting to PLN 5.5 bn • European Investment Bank loan amounting to PLN 2 bn

Bank loans

Sources of future financing • • • •

Extension of the BGK loan + PLN 500 m Pending Eurobonds under 2 bn EMTN program In discussion with EBRD Further preferential credits from National and Regional Funds for Environmental Protection and Water Management

14

Cash Pooling Cash Pooling Signed

in December 2014

Launched

in January 2015

Involves

16 subsidiaries from PGE Capital Group and two banks: PKO BP S.A. and Pekao S.A.



Optimized cash flows and more efficient liquidity management



Lower external debt needs due to utilization of internal sources



Secured liquidity for entities of PGE Group.



Lower costs of banking services

Benefits

15

Towards optimal capital structure through leverage

From net cash to more optimal capital structure … Net cash (PLN bn)

Net debt/EBITDA

-0.06

4.1

2.5

3.1

0.9

0.01

-0.61

-0.34

-0.39

-0.11

8.2 6.7

6.0

5.5

2010 *illustrative only

2011

8.4

7.4

6.9

6.6

7.9

max. 2.5

2012

Dividends paid or proposed (PLN bn)

2013 Capex (PLN bn)

6.3

2014

Mid-term*

Cash flows from operating activities (PLN bn)

16

Financial aspirations*



Level of EBITDA (PLN bn)



Maintaining the current dividend policy***



Effects of planned activities relating to improvement of effectiveness – sustainable impact on EBIT

7.8

8.1

8-9**

2013

2014

2015-2020

40-50% of consolidated annual net profit

PLN 1.5 bn

PLN 0.5 bn

Efektinroku 2013 Effect Efekt po 2015 Effect 2013 after 2016



Maintaining long-term ratings



Planned CAPEX 2014-2020



Annual R&D spending between 2015 and 2020

Moody’s Baa1 Stable outlook

Fitch BBB+ Stable outlook

~PLN 50 bn min. 1.5% of net profit

*Source: PGE Group Strategy for 2014-2020; based on market and macroeconomic assumptions adopted by PGE ** PGE has commenced verification of macroeconomic and operational assumptions *** Policy amended, for details see slide no 24

17

Focusing on the key financial results PLNm

Q3 2015

Sales revenues

6,914

Q3 2014

6,649

y-o-y %

4%

9M 2015 9M 2014

21,158

20,857

y-o-y %

1%

9M’15 Sales

21,158 20,857

Recurring Sales

20,715 19,503

EBITDA

1,995

1,740

15%

6,214

6,813

-9%

Recurring* EBITDA

1,852

1,558

19%

5,525

4,885

13%

Recurring* EBITDA

1,029

378 172%

-4,026

3,199

n.a.

Net profit (loss) to equity

0.57

0.21 171%

1.72

1.75

-2%

Net profit (loss) to equity EPS ex. impairment**(PLN)

6,214 6,813

EBITDA

5,525 4,885

-4,026

3,199 2,651 2,022

Recurring* net profit to equity 9M 2015

Net cash from operating activities CAPEX Net debt (end of period)

3Q’15

2,255

2,849

2,505

1,627

101

462***

-21% 54%

5,217 5,837

4,433 3,859

18% 51%

Sales

6,914 6,649

Recurring Sales

6,772 6,457

EBITDA

1,995 1,740

Recurring* EBITDA

1,852 1,558

Rating

Outlook

Net profit (loss) to equity

Fitch

BBB+

Stable

Recurring* net profit

Moody’s

Baa1

Stable

Credit ratings

9M 2014

to equity

*Recurring = excluding significant one-off items (for details please see page 25) ** Basis for the dividend computation according to the amended Dividend Policy *** As at June 30, 2015

3Q 2015

1,029 378 949 567 3Q 2014

18

Composition of net debt 2011-2015

In PLN m A. Cash

September 30, December 31, December 31, December 31, December 31, 2015 2014 2013 2012 2011 903

1,327

578.3

639.6

240.9

3,489

4,587

4,970.6

3,755.2

3,622.8

0

3

4.1

3.8

5.4

4,612

5,917

5,553.0

4,398.6

3,869.1

E. Investments held to maturity and loans and receivables

124

27

100.0

10.6

2,298.4

F. Short-term debt with banks and current part of long-term debt

252

356

525.9

809.3

693.8

1

1

1.9

2.2

3.9

252

357

527.8

811.5

697.7

(4,484)

(5,587)

(5,125.2)

(3,597.7)

(5,469.9)

948

1,008

992.0

1,083.0

1,335.6

3,636

3,679

1,000.0

0.0

0.0

1

1

1.9

2.3

5.8

4,585

4,688

1,993.9

1,085.2

1,341.4

101

(899)

(3,131.3)

(2,512.4)

(4,128.5)

B. Cash equivalents C. Securities held for trading and available for sale D. Liquidity (A) + (B) + (C)

G. Other short-term financial debt H. Short-term financial debt (F) + (G) I. Short-term financial debt, net (H) - (D) - (E) J. Long-term bank loans and advances K. Bonds issued L. Other long-term loans and advances or other commitments M. Long-term financial debt (J) + (K) + (L)

N. Net financial debt (I) + (M)

19

Debt development by quarters Gross debt and net debt (PLN m) 6 000 5 000

4 660

4 802

5 045

4 811

4 822

4 838

4 000 2 706

3 000 2 000

2 405

2 522

2 718

1 586

1 000 266

462

101

0 -1 000

-1 020

-2 000 -3 000 -2 530

-1 921

-2 313 -2 922

-899

-2 386 -3 131

-4 000 Mar-13



Jun-13

Sep-13

Dec-13

Mar-14 Gross debt

Jun-14 Net debt

Sep-14

Dec-14

Mar-15

Jun-15

Sep-15

External long-term debt is mainly drawn by PGE Polska Grupa Energetyczna S.A. (the parent company) and PGE Sweden AB (Swedish SPV for Eurobonds issues). Some historical investments loans exist in PGE GiEK S.A. (Conventional Generation company)

20

Debt Structure and Liquidity (as at September 30, 2015) Fixed vs Floating Debt (Drawn Debt) Floating 18%

Fixed 82%

Issues under the EMTN program

Bank loans loans repayment repayment schedule schedule (PLN (PLN m)* m)* Bank 2 000 1 800 1 600 1 400 1 200 1 000 800 600 400 200 0

Drawn Debt by currency

PLN 28%

EUR 68%

USD 3% CHF 1%

* Illustrative only, assumption of full utilization of available bank loans (syndicated loan, BGK and EIB loans)

Value

EUR 500,000,000

EUR 138,000,000

Tenure

5 years

15 years

Maturity date

June 9, 2019

August 1, 2029

Coupon

1.625% annual

3% annual

Rating

BBB+ (Fitch); Baa1 (Moody’s)

BBB+ (Fitch)

ISIN Code

XS1075312626

XS1091799061

21

Debt maturity profile Debt maturity profile (PLN m) as at September 30, 2015

2 400

2 000

1 600

1 200

800

400

0

22

Financing structure In order to manage liquidity and capital expenditures of the PGE Group a range of external financing instruments is used: Bonds’ programs, Investment credits, Preferential credits, Current account credits

External credit lines utilisation as of September 30, 2015 (PLN m)

Current financing instruments as of September 30, 2015 (PLN m)

6 000

7 000

5 000

6 000 5 000

4 000

4 000 3 000 3 000 2 000

2 000

1 000 0

1 000 BOŚ

NFOiŚ

NIB

UBS

Drawn

WFOiŚ

Current account credit

Domestic bonds' program

Undrawn

EMTN program

Syndicated loan

BGK

0 Current account credit

Bonds Drawn

Credits (preferential)

External loans

Undrawn

23

Dividend policy and historical dividend payments New dividend policy

Distribution of profit for 2014

PGE’s dividend policy states that the company will distribute 40-50% of the consolidated net profit adjusted by the value of impairment loss for a given year.

The Annual General Meeting accepted the Management Board proposal regarding the dividend payout, i.e. PLN 0.78 per share.

Timeline Dividend day was September 24, 2015. Dividend was paid on October 15, 2015.

Policy is sustainable in the course of the investment programme and will be periodically verified.

Cash dividend

Approx. 0.89 PLN attributed to sale of Polkomtel

2.64

2.23

2.20 1.68

1.95

1.83

1.72 1.10

0.76

2009

0.86

0.78

0.65

2010

2011 Dividend per share (PLN)

2012

2013

2014

Earning per share (PLN)

24



Rating

25

PGE cash position provides…

… plenty of headroom in the balance sheet

Financial strength has been confirmed by rating agencies

Q3 2015

H1 2015

Gross Debt (PLNm)

4,838

4,822

Net debt (PLNm)

101

462

Net Debt/LTM EBITDA

0.01x

0.06x

Net Debt/Equity

0.003x

0.01x

Moody’s

Fitch

Long-term company rating (IDR)

Baa1

BBB+

Rating outlook

Stable

Stable

Date of rating assignment

September 2, 2009

September 2, 2009

Date of the latest rating confirmation

June 2, 2015

May 21, 2015

Senior unsecured rating Date of the latest rating change

BBB+ May 26, 2014

August 4, 2011

Date of the latest rating confirmation

May 21, 2015

Long-term national rating

AA- (pol)

Date of rating assignment

August 10, 2012

Date of latest rating confirmation

May 21, 2015

26

Key rating drivers – BBB+ stable by Fitch „…The affirmation is driven by PGE's strong market position in the Polish electricity sector and a conservative financial

profile. The ratings are constrained by the fairly low share of the regulated network business in PGE's EBITDA, limited diversification of generation sources, high average carbon dioxide (CO2) emissions per MWh and Fitch's expectations of declining margins in the company's core business of conventional generation. We project that large capex plans will increase funds from operations (FFO) adjusted net leverage to about to 2x in 2017 and close to 3x in 2020 from close to zero net leverage at end-March 2015. We view net leverage of 3x as the maximum level for the ratings. …”

RATING SENSITIVITIES Positive: Future developments that could, individually or collectively, lead to positive rating actions include: - PGE currently has large financial headroom in its ratings, although this is likely to gradually decrease by 2017 due to rising debt. A quicker than expected recovery of EBITDA from 2016 could translate into better projected credit metrics, assuming the capex plan is unchanged or lowered. Projected FFO adjusted net leverage below 2x on a sustained basis, supported by management's more conservative leverage target, could be positive for the ratings. - The ratings could be positively affected by a more diversified fuel generation mix and lower CO2 emissions per MWh, which together with planned efficiency improvements, would result in a stronger business profile.

Negative: Future developments that may, individually or collectively lead to negative action include: - Deterioration of credit ratios, including FFO adjusted net leverage above 3x and FFO fixed charge cover below 5x on a sustained basis. - Acquisitions of stakes in coal mines or other form of support for state-owned mining companies under financial pressure, such as Kompania Węglowa - leading to net leverage above 3x or substantially worsening PGE's business profile could be negative for PGE's ratings.

27

Key rating drivers – Baa1 stable by Moody’s „…PGE's rating assessment reflects the company's strong position as a dominant generator of electricity in Poland, and

as an integrated energy group. The company benefits from a low cost lignite-fueled generation fleet. However, these positives are offset by the exposure to power markets in the weak price environment and high exposure to carbon, albeit reduced due to the free carbon dioxide emission allowances. The assigned rating further takes into account an expected increase in leverage due to negative free cash flows arising from a significant capital expenditure programme…”

„WHAT COULD CHANGE THE RATING UP/DOWN Upward rating pressure is unlikely in the short to medium term given the challenges that PGE faces in terms of carrying out its capital investment programme and the anticipated decline in its credit metrics. Over the medium to long term, we would consider an upgrade in the event of improved clarity around the future shape of the energy market in Poland coupled with a successful implementation of the investment projects and a strong financial profile of the group.

Negative pressure on PGE's rating would develop if (1) power prices and spreads declined further so that rating guidance was not met; (2) the group's FFO interest coverage ratio were to fall below 5.0x, FFO/net debt were to decline below 30% on a sustainable basis; (3) there was a material adverse change in the regulatory framework in Poland; or (4) the group were to embark on the nuclear investment without adequate financial and contractual risk protections. In addition, a deterioration in the credit quality of the Government of Poland and/or reduction in the support assumptions currently incorporated into our assessment would likely put a negative pressure on PGE's ratings.”

28



Business details

29

Conventional Generation – Power Fleet ► PGE has the most competitive conventional power portfolio based on its own lignite resources 9M 2015 production (% change y-o-y)

Overview •

0,93

PGE is the leader in domestic generation and includes:

‒ ‒

Extraction of lignite (2 lignite mines)

(-2%)

Generation of electricity and heat from conventional sources (4 conventional power plants and 8 CHP plants)

0.54



The total capacity of the power generation plants amounts to 10.7 GWe



Power plants operate mainly in baseload thanks to cost-efficient fuel resources



(15%)

Fuel type

Achievable Capacity (MWe) H1 2015

Achievable Capacity (MWe) 2014

lignite, biomass

5,388

5,298

Opole

hard coal, biomass

1,532

1,492

Turów

lignite, biomass

1,488

1,499

hard coal, biomass

1,362

1,362

9,770

9,651

903

985

10,673

10,636

Power Plant

Bełchatów

Dolna Odra Total Power Plants Total CHP Total Capacity

high-methane natural gas, hard coal, biomass

(-1%)

0,30 (-12%) 0,37(-5%)

The lignite fleet remains highly profitable, while the gas and hard coal power plants margins are to a greater extend under pressure

List of Power Plants and Combined Heat and Power

Coal 8,90

Others

TOTAL 41.73 TWh (3%)

Lignite 29,39 (2%)

1,30 (225%)

30

Conventional Generation – Lignite Mining ► PGE lignite mines represent a significant competitive advantage

Lignite resources Deposit

Resources – as at the end of 2014 [million tonnes]

Output in 2014 [million tonnes]

Bełchatów – Field Szczerców

geological industrial

874 662

15.8

Bełchatów – Field Bełchatów

geological industrial

137 92

26.6

Turów

geological industrial

372 325

7.6

Lignite reserves • The Group is the leader of lignite mining, with 78% of domestic extraction • Approx. 70 % of the power capacity is generated from lignite • Power plants operate mainly in baseload thanks to cost-efficient fuel resources and are very well positioned in the merit order

Broad pipeline of long term strategic options • PGE had already secured its rights to potential future new lignite resources • Future conventional investments conditional upon CO2 policy, strategic partnerships and implemented support mechanisms

31

Renewables - overview ► PGE is growing its renewable portfolio RES generation* - Poland TWh 20 18 16 14 12 10 8 6 4 2 0 Source: ARE * incl. biomass

19.6

+58%

Overview



Over past 4 years PGE onshore wind installed capacity increased from 30MW in 2011 to 311 MW in 2014.



New support scheme will replace green certificates regime (for new projects). The auction mechanism will reward only the most efficient and cost-effective technologies.



PGE has a significant pipeline of wind projects aiming at 529 MW installed wind capacity till the end of 2015



At the moment there is still uncertainty related to the RES support as of 2016 – particularly auction final price and volume to be purchased.

16.4

16.3 12.4

2011

2012

2013

2014

PGE’s installed capacity 2014 Type

PGE – installed wind capacity

expected 529.0

MW 600 500 400

311.0 283.2

300

+10%

200 100

+70%

138.2 30.0

+105%

+361%

Wind

2012

2013

2014

2015

Installed capacity (MW)

Annual energy generation (GWh)

10

311.0

427.3

Hydro (run-of-river)

29

96.7

329.2

RES TOTAL

39

407.7

756.5

Pumped-storage power plants

2

1,216.0

521.8

Pumped-storage plants with natural flow

2

291.5

165.5

Pumped-storage TOTAL

4

1507.5

687.3

1,915.2

1,443.8

0 2011

No. Of Units Operating

TOTAL

32

Distribution segment overview ► Distribution activities provide regulated stable and predictable cash flows Electricity distribution network overview

Key operational data Operational data

Unit

Number of stations

pieces

91,374

90,685

MVA

28,714

28,178

Capacity

2014

2013

Length of power lines

km

281,290

279,704

HV lines

km

10,096

10,079

MV lines

km

109,054

108,571

LV lines

km

162,140

161,054

Grid loss ratio*

%

6.3%

6.5%

min

474

528

SAIDI ratio**

SAIDI - reduction target 600 500

Distribution Position

-10%

400



Operates in the area of 122.8 th sq. km and supplies electricity to over 5.2 million customers

• •

Includes supply of electricity to final off-takers through the grid Revenues are dependent on unit distribution tariffs that are accepted by the ERO President assuming full coverage of justified costs and market level of return on distribution assets

-50%

300 200 100 0 5

100

200

300 400

500

2013

2014

2020

SAIDI (in minutes) * ratio calculation: (volume of energy inducted to the grid of the Distribution System Operator –volume of energy taken from that grid)/ volume of energy inducted to the grid of the Distribution System Operator ** ratio calculation: (duration of long and very long breaks x number of off-takers exposed to the effects thereof)/number of off-takers

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Fundamentals of the distribution business RAB development* (PLNm) 1,333

14,095

13,807

RAB 2013

1,565

1,045

Regulated revenue composition* (PLNm) 5,285

1,042

14,618

CAPEX Deduction RAB 2014 CAPEX Deduction RAB 2015 recognized recognized

WACC: Remunerated RAB:

5,655

5,443

2 278

2 442

2 597

885

972

1 008

985

1 003

1 050

1 137

1 027

999

2013 2014 Return on RAB Transmission costs

2015 Amortization Other costs

2013

2014

2015

8.95%

7.28%

7.20%

2013

2014

2015

92%

100%

95%

* Based on a Tariff 34

Supply ► PGE has a large customer base and growing sales of electricity Supply branches

Supply and wholesale position

• The total size of the power supply market in Poland • • •

amounts to approx. 160TWh. The Group supplies to more than 5 million customers. Free electricity market for industrial and commercial customers. Households are ¼ of the market and customers’ prices and regulated by tariff „G” approved by the ERO.

Update of PGE’s trading strategy

• Target to maximize margin on the whole value chain. • Better risk management related to increased volatility • SUPPLY

• •

of both electricity prices and green certificates. Offer expansion both from the product and services perspective. New marketing offers including dual fuel and auxiliary services. Focus on customer: account management and support.

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Business model Centrally dispatched generating unit (JWCD) sales / purchase of energy and property rights at the regulated market

Conventional Generation Company = Segment

Regulated Market

Sale / purchase of energy and property rights directly to/from PGE

Retail and Wholesale Companies used to be presented as two distinct segments. Since Q1’15 they are being presented as a one segment „Supply”

Supply segment Wholesale Company

RES Company

Purchase of energy and property rights at the regulated market paying the market price

Sale of energy and property rights to retail business

Retail Company

production of energy from wind and water

Sale of energy to final recipients

= Segment Sale of energy and property rights to contracted parties

Other customers

*Simplified illustration – contains only the key flows

Sale of energy for covering the network losses at distribution business

Distribution Company = Segment

property rights

Final customers

energy

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Investor relations contacts

Head of IR

IR Officers

Jakub Frejlich Tel: (+48 22) 340 10 32 Mob: +48 695 883 902

Krzysztof Dragan Tel: (+48 22) 340 15 13 Mob: +48 601 334 290

Filip Osadczuk Tel: (+48 22) 340 12 24 Mob: +48 695 501 370

Małgorzata Babska Tel: (+48 22) 340 13 36 Mob: +48 661 778 955

Bernard Gaworczyk Tel: (+48 22) 340 12 69 Mob: +48 661 778 760

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Disclaimer This presentation has been prepared by the management of PGE Polska Grupa Energetyczna S.A. (the “Company” or “PGE”) and other entities and is furnished on a confidential basis only for the exclusive use of the intended recipient and only for discussion purposes. This document has been presented to you solely for your information and must not be copied, reproduced, distributed or passed (in whole or in part) to the press or to any other person at any time. By attending this meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations. This presentation does not constitute or form part of and should not be constructed as, an offer to sell, or the solicitation or invitation of any offer to buy or subscribe for, securities of Company, any holding company or any of its subsidiaries in any jurisdiction or an inducement to enter into investment activity. No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investments decision whatsoever. We operate in an industry for which it is difficult to obtain precise industry and market information. Market data and certain economics and industry data and forecasts used, and statements made herein regarding our position in the industry were estimated or derived based upon assumptions we deem reasonable and from our own research, surveys or studies conducted at our request for us by third parties or derived from publicly available sources, industry or general publications such as newspapers. This presentation and its contents are confidential and must not be distributed, published or reproduced (in whole or in part) by any medium or in any form, or disclosed or made available by recipients to any other person, whether or not such person is a Relevant Persons. If you have received this presentation and you are not a Relevant Person you must return it immediately to the Company. This presentation does not constitute a recommendation regarding the securities of the Company. This presentation and any materials distributed in connection with this presentation are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This presentation includes “forward-looking statements”. These statements contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning. All statements other than statements of historical facts included in this presentation, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company’s products and services) are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this presentation. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The Company cautions you that forward-looking statements are not guarantees of future performance and that its actual financial position, business strategy, plans and objectives of management for future operations may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if the Company’s financial position, business strategy, plans and objectives of management for future operations are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in future periods. The Company does not undertake any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this presentation.

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