Current Report No. 98/2007

2007.12.21 17:00 Current Report No. 98/2007


Draft Resolutions of the Extraordinary General Shareholders Meeting of Polskie Górnictwo Naftowe i Gazownictwo S.A. Convened for January 31st 2008Current Report No. 98/2007 dated December 21st 2007The Management Board of Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”) hereby releases the draft resolutions to be submitted to the Extraordinary General Shareholders Meeting of PGNiG convened for January 31st 2008:Resolution No. …of the Extraordinary General Shareholders Meeting ofPolskie Górnictwo Naftowe i Gazownictwo Spółka Akcyjnaof Warsawdated ………………………….concerning: use of the capital reserve “Central Restructuring Fund for 2005–2007” for one-off payments (social packages) to former employees of ZUN Naftomet Sp. z o.o. of KrosnoActing pursuant to Par. 56.3.9 of the Company’s Articles of Association and based on the positive opinion of PGNiG’s Supervisory Board, contained in Resolution No. … of …, the Extraordinary General Shareholders Meeting of PGNiG hereby resolves as follows:Par. 1The General Shareholders Meeting of PGNiG resolves to use funds from the capital reserve “Central Restructuring Fund for 2005–2007”, in the amount of PLN 180,000, for one-off payments (social packages) to four former employees of ZUN Naftomet Sp. z o.o. of Krosno.Par. 2This Resolution shall take effect as of its adoption date.Resolution No. …of the Extraordinary General Shareholders Meeting ofPolskie Górnictwo Naftowe i Gazownictwo Spółka Akcyjnaof Warsawdated ………………………….concerning: approval of acquisition by PGNiG S.A. of a plot with a surface area of 11,159 m2, situated at ul. Kasprzaka 25 A, WarsawActing pursuant to Par. 56.3.2 of the Company’s Articles of Association, in view of the positive opinion issued by PGNiG S.A.’s Supervisory Board in Resolution No. ………….. of ……………….. with respect to the motion submitted by the Management Board in Resolution No. 890/2007 of December 11th 2007 the Extraordinary General Shareholders Meeting resolves as follows:Par. 1The Extraordinary General Shareholders Meeting hereby approves the acquisition by PGNiG S.A., for no more than PLN 50m, of a plot of land with buildings, with a surface area of 11,159 sq m, situated at ul. Kasprzaka 25 A, Warsaw, the Centrum Municipality, the Wola District, held in perpetual usufruct by EURO-NET Sp. z o.o., with registered office at ul. Muszkieterów 15, 02-273 Warsaw, Poland.Par. 2This Resolution shall take effect as of its adoption date.Resolution No. ...of the Extraordinary General Shareholders Meeting ofPolskie Górnictwo Naftowe i Gazownictwo Spółka Akcyjnaof Warsaw,dated ………concerning: approval of acquisition of new shares in Geofizyka Kraków Sp. z o.o.Acting pursuant to Par. 56.6 of the Company’s Articles of Association and taking into consideration the positive opinion expressed by the Supervisory Board in Resolution No. ........, dated ........, with respect to the motion of the Company’s Management Board contained in Resolution No. ........, dated........., the Extraordinary General Shareholders Meeting resolves as follows:Par. 1The Extraordinary General Shareholders Meeting approves the subscription by PGNiG S.A. of 30,000 (thirty thousand) new shares, with a par value of PLN 30,000,000.00 (thirty million złoty), in the increased share capital of Geofizyka Kraków Sp. z o.o., and agrees for the payment for the shares to be made in the following manner:- 17,000 shares – with a cash contribution, by offsetting, by virtue of an agreement, the receivables under a loan advanced to Geofizyka Kraków Sp. z o.o. by PGNiG on October 26th 2006 against the PLN 17,000,000.00 (seventeen million złoty) payable for the new shares,- 13,000 shares – with a cash contribution of PLN 13,000,000.00 (thirteen million złoty).Par. 2This Resolution shall take effect as of its adoption date.

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