Statement of Compliance with Corporate Governance Rules at Polskie Górnictwo Naftowe i Gazownictwo S.A. in 2013

Pursuant to Par. 91.5.4 of the Regulation of the Minister of Finance on current and periodic information to be published by issuers of securities and the conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state (the “Regulation”), dated February 19th 2009, the Management Board of Polskie Górnictwo Naftowe i Gazownictwo S.A. of Warsaw (the “Issuer” or the “Company”) hereby presents its statement of compliance with corporate governance rules.

The Issuer's objective is to ensure maximum transparency of its activities, appropriate quality of its investor communications and protection of shareholder rights.

  1. Corporate governance code applicable to the Issuer and where the text of such code is publicly available
  2. Corporate governance standards referred to in Section 1 which were not applied by the Issuer, with a statement of reasons for the non-compliance
  3. Basic features of internal control and risk management systems used by the Issuer in the process of preparation of financial statements and consolidated financial statements
  4. Shareholders directly or indirectly holding significant blocks of shares, along with an indication of the number of shares and percentage of the share capital held by such shareholders, and the number of votes and percentage of the total vote that such shares represent at the General Meeting
  5. Holders of any securities conferring special control rights, along with a description of those rights
  6. Restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, time limitations on exercising voting rights, or provisions under which, with the company's cooperation, the equity rights attaching to securities are separated from the holding of securities
  7. Restrictions on the transfer of ownership rights to the Issuer securities
  8. Rules governing the appointment and removal of management personnel and such personnel’s powers, including in particular the power to make decisions as to issue or buy-back of shares
  9. Rules governing amendments to the Issuer’s Articles of Association
  10. The operation of the General Meeting, its basic powers and description of shareholders’ rights, with the procedure for their exercise, in particular the rules stipulated in the Rules of Procedure for the General Meeting, to the extent not prescribed directly by law
  11. Composition and activities of the Issuer’s management, supervisory and administrative bodies or their committees; changes in their composition during the last financial year