The Management Board of Energomontaż-Południe S.A. (Company/Issuer) hereby announces that on 21st September 2009, a Conditional Investment Agreement was concluded one of the parties of which is PBG S.A. (PBG).

The subject of the agreement is establishment of the conditions upon which PBG S.A. is to take over 17,734,002 series A subscription warrants with exclusion of the stock right and, in return for the said subscription warrants, the same number of shares under conditionally increased initial capital of Energomontaż-Południe S.A. which is to be increased by way of issue of 22,582,001 new series E shares of the nominal value of PLN 1 each.

PBG has been obliged to take over the shares assumed for them using the issue of warrants, provided that the following mutual obligations have been met:

In accordance with the Agreement, PBG S.A. shall accept the proposals referred to in points 3 and 4 above within 7 days from receiving them, and within 75 days from acceptance of the proposal for taking over the shares, pay the amount corresponding to the product of the number of shares and the issue price determined in the agreement on the level of PLN 3.45 per share.
If the aforementioned conditions have not been met by 31st March 2010, the Parties shall be entitled to withdraw from the Agreement. The right of withdrawal may be executed by 14th April 2010.

After the increase of the initial capital of Energomontaż-Południe S.A. by way of issue of series E shares has been registered and the transaction being the subject of the Conditional Investment Agreement has been performed, PBG. S.A. shall become entitled to 17,743,002 shares corresponding to 25% plus 1 share in the Company's initial capital and the same number of votes at the Company's general shareholders' meeting.

PBG S.A. has undertaken neither to engage nor to support, within 5 years from the Agreement conclusion date, any actions aimed at changing the company or the registered office of Energomontaż-Południe S.A., merging Energomontaż-Południe S.A. with any other company (except for a situation when the taking over company is Energomontaż-Południe S.A.) or diving the Company, putting Energomontaż-Południe S.A. into liquidation, unless it is justified by the circumstances provided for in the Code of Commercial Companies, administering the real estate located in Katowice at Mickiewicza 15 where the Issuer's registered office is situated, selling or leasing the Issuer's enterprise or one of its organised units or subjecting them to limited property rights.
Should PBG S.A. fail to comply with the above provision, PBG shall be obliged to pay in favour of Energomontaż-Południe S.A. a stipulated penalty in the amount of PLN 5 million for each case of a failure respectively.

PBG has undertaken to ensure, upon market and competitive conditions, participation of Energomontaż-Południe in the business ventures (contracts) performed by the PBG Capital Group in which the overall value of the works commissioned to Energomontaż-Południe within the period from 2009 to 2011 shall come to PLN 250 million at minimum.
A condition to be complied with by Energomontaż-Południe S.A. in order to be granted the commissions is participation in the projects implemented by PBG on market conditions.

Furthermore, PBG S.A. has declared that, as of taking over the series E shares, they shall act assuming consolidation of the performance potential in the scope of assembly and installation services for the power engineering segment around Energomontaż-Południe S.A.. Any investments in fixed or other assets, especially purchasing or taking over shares or stocks of companies conducting their activity in the field of power engineering, shall be performed by PBG S.A. on participation of Energomontaż-Południe as the leading company.

Should the Parties abstain from the proposal of or taking over the subscription warrants or shares within the deadlines provided in the Agreement, the abstaining Party shall pay to the other Party a penalty in the amount of PLN 5 million for each case of infringement increased by the amount calculated as the product of the share issue price and the number of shares or warrants not proposed or not taken over respectively.

The funds obtained from the issue or series E shares shall primarily be allocated by the Issuer to development of the capital group focused around the Company aimed at expanding and developing the activity conducted by Energomontaż-Południe S.A. and its capital group in the power engineering sector. The funds obtained from the issue of series E shares shall also be allocated to acquisition of new companies operating in the power engineering sector, investments and the working capital. The detailed scope and manner of accomplishment of the objectives assumed are to be described in a separate declaration of Energomontaż-Południe S.A. towards PBG S.A.

In the opinion of the Issuer's Management Board, the transaction in question is going to reinforce the Company's capital as well as improve the Company's competitive edge and its capability to win new contracts.

At the same time, the Issuer's Management Board would like to announce that in relation to conclusion of the Agreement in question, at the Extraordinary General Meeting of the Issuer's Shareholders convened on 4th September 2009, which, after being adjourned, shall be resumed on 22nd September 2009, they are to submit the applicable draft resolutions providing details to the draft resolutions announced in current report no. 41/2009 of 10th August 2009 with regard to the conditions specified in the Agreement.

Legal grounds: Article 56, section 1, point 1 of the Act of the Offer – confidential information

Andrzej Hołda	President of the Management Board
Alina Sowa	Vice-President of the Management Board