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PGE Polska Grupa Energetyczna S.A.

Annual Report Mar 6, 2018

5758_rns_2018-03-06_8701954e-af5e-465d-92bf-53e32de948d6.pdf

Annual Report

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PGE Polska Grupa Energetyczna S.A. Consolidated financial statements for 2017

ended December 31, 2017 in accordance with IFRS (in PLN million)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME4
CONSOLIDATED STATEMENT OF FINANCIAL POSITION5
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY6
CONSOLIDATED STATEMENT OF CASH FLOWS7
GENERAL INFORMATION, BASIS FOR PREPARATION OF FINANCIAL STATEMENTS AND OTHER EXPLANATORY INFORMATION8
1. General information8
1.1 Information about the parent company 8
1.2 Information on PGE Group8
1.3
1.4
Structure of the PGE Group9
Accounting for new acquisitions11
2. Basis for preparation of the financial statements12
2.1 Statement of compliance12
2.2 Presentation and functional currency 13
2.3 New standards and interpretations published, not yet effective13
2.4 Professional judgment of management and estimates15
3. The analysis of impairment of property, plant and equipment, intangible assets and goodwill 19
3.1
3.2
Analysis of impairment of the power generating assets of Conventional segment20
Analysis of impairment of the power generating assets of Renewables segment21
3.3 Distribution segment's property, plant and equipment22
4. Significant accounting principles23
5. Changes in accounting principles and data presentation32
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS34
EXPLANATORY NOTES TO OPERATING SEGMENTS 34
6. Information on operating segments34
6.1 Information on business segments35
6.2 Information on geographical areas37
EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 38
7. Revenues and expenses38
7.1
7.2
Sales revenues38
Cost by nature and function39
7.3 Other operating income and expenses41
7.4 Financial income and financial expenses42
7.5 Share of profit of associates and entities jointly controlled entities accounted for under the equity method 43
8. Income tax43
8.1
8.2
Tax in the statement of comprehensive income43
Effective tax rate44
EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 45
9. Property, plant and equipment45
10. Investment properties46
11. Intangible assets46
12. Investments in associates and jointly controlled entities accounted for under the equity method 48
13. Deferred tax in the statement of financial position49
13.1 Deferred tax assets49
13.2 Deferred tax liabilities49
14. Inventories50
15. CO2 emission rights for captive use50
16. Other current and non-current assets51
16.1 Other non-current assets51
16.2 Other current assets51
17. Cash and cash equivalents51
18. Discontinued operations52
19. Assets and liabilities of the Social Fund52
20. Equity52
20.1 Share capital52
20.2 Reserve capital53
20.3 Hedging reserve53
20.4 Foreign exchange differences on translation of foreign entities53
20.5 Retained earnings and limitations on payment of dividend 54
20.6 Equity attributable to non-controlling interests54
20.7
20.8
Earnings per share54
Dividends paid and recommended for payment54
21. Provisions55
21.1 Rehabilitation provision 56
21.2
21.3
Provision for shortage of CO2 emission allowances57
Provision for energy origin rights held for redemption57
21.4 Provision for non-contractual use of the property57
21.5 Other provisions57
22. Employee benefits57
22.1 Post-employment and jubilee awards provision57
22.2 Other provisions for employee benefits57
23. Deferred income and governments grants59
23.1 Non-current deferred income and government grants59
23.2 Current deferred income and governments grants59
24. Other non-financial liabilities59
EXPLANATORY NOTES TO FINANCIAL INSTRUMENTS 60
25. Financial Instruments60
25.1 Description of significant items within particular classes of financial instruments60
25.2 Fair value of financial instruments64
25.3 Fair value hierarchy64
25.4 Statement of comprehensive income66
25.5 Collaterals for repayment of receivables and liabilities66
26. Objectives and principles of financial risk management67
26.1 Market risk67
26.2 Liquidity risk71
26.3 Credit risk72
26.4
26.5
Market (financial) risk -sensitity analysis75
Hedge accounting 77
27. Statement of cash flows77
27.1
27.2
Cash flows from operating activities77
Cash flows from investing activities78
27.3 Cash flows from financing activities79
OTHER EXPLANATORY NOTES80
28. Contingent liabilities and receivables. Legal claims80
28.1 Contingent liabilities80
28.2
28.3
Other significant issues related to contingent liabilities81
Contingent receivables81
28.4 Other legal claims and disputes81
29. Future investment commitments83
30. Lease84
30.1 Operating lease liabilities – the Group as a lessee84
30.2 Operating lease receivables – the Group as a lessor84
30.3
30.4
Finance lease liabilities and lease contracts with buy option84
Receivables from finance lease and lease agreement with a purchase option 84
31. Tax settlements84
32. Information on related parties86
32.1 Associates and jointly controlled entities86
32.2 State Treasury-controlled companies86
32.3 Management remuneration87
33. Significant events during and after the reporting period87
33.1 Termination of long term contracts87
33.2 Agreement on financial investment in Polska Grupa Górnicza sp. z o.o88
33.3 Purchase of EDF's assets in Poland89
33.4 Equity investment in Polimex-Mostostal S.A89
33.5 Events after the reporting period 90
34. Approval of financial statements91

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

`

Year ended Year ended
Note December 31, 2017 December 31, 2016
STATEMENT OF PROFIT OR LOSS
SALES REVENUES 7.1 23,100 28,092
Cost of goods sold 7.2 (17,615) (23,174)
GROSS PROFIT ON SALES 5,485 4,918
Distribution and selling expenses 7.2 (1,220) (1,429)
General and administrative expenses 7.2 (793) (977)
Other operating income 7.3 403 1,171
Other operating expenses 7.3 (255) (171)
OPERATING PROFIT 3,620 3,512
Finance income 7.4 191 191
Finance expenses 7.4 (561) (384)
Share of profit/(loss) of entities accounted for using the equity method 7.5 40 (45)
PROFIT BEFORE TAX 3,290 3,274
Current income tax 8.1 (632) (414)
Deferred income tax 8.1 9 (294)
NET PROFIT FOR THE REPORTING PERIOD 2,667 2,566
OTHER COMPREHENSIVE INCOME
Items that may be reclassified to profit or loss in the future:
Valuation of financial instruments 20.3 (5) 1
Valuation of hedging instruments 20.3 (74) 206
Foreign exchange differences on translation of foreign entities 20.4 (7) 4
Deferred tax 8.1 15 (39)
Items that may not be reclassified to profit or loss in the future:
Actuarial gains and losses from valuation of provisions for employee benefits 22 (101) 249
Deferred tax 8.1 19 (47)
Share of profit/(loss) of entities accounted for using the equity method 7.5 - (2)
OTHER COMPREHENSIVE INCOME FOR THE REPORTING PERIOD, NET (153) 372
TOTAL COMPREHENSIVE INCOME 2,514 2,938
NET PROFIT ATTRIBUTABLE TO:
– equity holders of the parent company 2,660 2,568
– non-controlling interests 7 (2)
COMPREHENSIVE INCOME ATTRIBUTABLE TO:
– equity holders of the parent company 2.507 2,940
– non-controlling interests 7 (2)
EARNINGS AND DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY
HOLDERS OF THE PARENT COMPANY (IN PLN) 20.7 1.42 1.37

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

`

January 1, 2016
Note
December 31, 2017
December 31, 2016
restated data
restated data

NON-CURRENT ASSETS
Property, plant and equipment
58,620
51,365
47,068
9
Investment properties
47
27
30
10
Intangible assets
1,281
653
904
11
Financial receivables
158
237
142
25.1.1
Derivatives and other assets at fair value through profit or loss
222
356
43
25.1.2
Available-for-sale financial assets
47
37
15
25.1.3
Shares accounted for using the equity method
634
402
8
12
Other non-current assets
524
730
1,063
16.1
CO2 emission rights for captive use
402
1,157
1,322
15
Deferred tax assets
651
268
313
13.1
62,586
55,232
50,908
CURRENT ASSETS
Inventories
14
1,879
1,596
1,959
CO2 emission rights for captive use
1,040
1,192
850
12
Income tax receivables
36
19
101
Derivatives
83
9
7
25.1.2
Trade and other financial receivables
3,522
6,325
3,748
25.1.1
Available-for-sale financial assets
5
4
4
25.1.3
Other current assets
391
416
599
16.2
Cash and cash equivalents
2,552
2,669
3,104
17
9,508
12,230
10,372
ASSETS CLASSIFIED AS HELD FOR SALE
12
12
16
TOTAL ASSETS
72,106
67,474
61,296
EQUITY
Share capital
19,165
19,165
18,698
20.1
Reserve capital
15,328
13,730
13,009
20.2
Hedging reserve
83
147
(21)
20.3
Foreign exchange differences on translation of foreign entities
(4)
3
(1)
20.4
Retained earnings
10,616
9,634
8,636
EQUITY ATTRIBUTED TO EQUITY HOLDERS OF THE PARENT
45,188
42,679
40,321
COMPANY
Non-controlling interests
1,165
96
96
20.6
TOTAL EQUITY
46,353
42,775
40,417
NON-CURRENT LIABILITIES
Non-current provisions
5,666
5,004
6,044
21
Loans, borrowings, bonds and lease
8,422
9,603
5,118
25.1.4
Derivatives
18
30
55
25.1.2
Deferred tax liabilities
1,250
1,191
852
13.2
Deferred income and government grants
1,038
1,141
1,192
23.1
Other financial liabilities
379
33
34
25.1.5
16,773
17,002
13,295
CURRENT LIABILITIES
Current provisions
2,404
2,181
1,809
21
Loans, borrowings, bonds and lease
1,623
411
291
25.1.4
Derivatives
106
-
34
25.1.2
Trade and other financial liabilities
3,231
3,556
3,945
25.1.5
Income tax liabilities
196
6
5
Deferred income and government grants
115
119
112
23.2
Other non-financial liabilities
1,305
1,424
1,388
24
8,980
7,697
7,584
TOTAL LIABILITIES
25,753
24,699
20,879
TOTAL EQUITY AND LIABILITIES
72,106
67,474
61,296
As at As at As at

* restatement of comparative data is described in note 5 ofthese financialstatemens.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

`

Share capital Reseve capital Hedging reserve Foreign exchange
differences from
translation of
foreign entities
Retained
earnings
Total Non-controlling
interests
Total
Equity
Note 20.1 20.2 20.3 20.4 20.6
JANUARY 1, 2016 18,698 13,009 (21) (1) 8,636 40,321 96 40,417
Net profit for the reporting period - - - - 2,568 2,568 (2) 2,566
Other comprehensive income - - 168 4 200 372 - 372
COMPREHENSIVE INCOME - - 168 4 2,768 2,940 (2) 2,938
Retained earnings distribution - 1,301 - - (1,301) - - -
Dividend - - - - (467) (467) (4) (471)
Increase of share capital 467 (467) - - - - - -
Change in share in subsidiaries not
resulting in loss of control
- - - - - - 10 10
Tax related to the increase of the
share capital
- (110) - - - (110) - (110)
Acquisition of additional shares in
subsidiaries
- - - - (2) (2) (4) (6)
Other changes - (3) - - - (3) - (3)
TRANSACTIONS WITH OWNERS 467 721 - - (1,770) (582) 2 (580)
DECEMBER 31, 2016 19,165 13,730 147 3 9,634 42,679 96 42,775
Net profit for the reporting period - - - - 2,660 2,660 7 2,667
Other comprehensive income - - (64) (7) (82) (153) - (153)
COMPREHENSIVE INCOME - - (64) (7) 2,578 2,507 7 2,514
Retained earnings distribution - 1,598 - - (1,598) - - -
Dividend - - - - - - (2) (2)
Purchase of new subsidiaries - - - - - - 1,067 1,067
Acquisition of additional shares in
subsidiaries
- - - - 2 2 (3) (1)
TRANSACTIONS WITH OWNERS - 1,598 - - (1,596) 2 1,062 1,064
DECEMBER 31, 2017 19,165 15,328 83 (4) 10,616 45,188 1,165 46,353

CONSOLIDATED STATEMENT OF CASH FLOWS

`

Year ended Year ended
Note December 31, 2017 December 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 3,290 3,274
Income tax paid (570) (327)
Adjustments for:
Share of profit/(loss) of entities accounted for using the equity method (40) 45
Depreciation, amortisation, disposal and impairment losses 4,030 3,864
Interest and dividend, net 151 116
(Profit) / loss on investing activities 27.1 132 (131)
Change in receivables 27.1 (434) (275)
Change in inventories 27.1 115 342
Change in liabilities, excluding loans and borrowings 27.1 343 (169)
Change in other non-financial assets, prepayments and CO2 emission rights 27.1 874 (96)
Change in provisions 27.1 117 (244)
Other (74) (8)
NET CASH FROM OPERATING ACTIVITIES 7,934 6,391
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment and intangible assets 27 18
Acquisition of property, plant and equipment and intangible assets 27.2 (6,071) (7,935)
Deposits with maturity over 3 months 27.2 (203) (2,867)
Termination of deposits with maturity over 3 `months 27.2 2,486 566
Purchase of financial assets and increase in stake in Group companies 27.2 (213) (467)
Purchase of subsidiaries after offsetting acquired cash 27.2 (4,091) -
Sale of subsidiaries after offsetting sold cash 27.2 272 -
Other 18 29
NET CASH FROM INVESTING ACTIVITIES (7,775) (10,656)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share of non-controlling interests - 10
Proceeds from loans, borrowings and issue of bonds 27.3 192 4,652
Repayment of loans, borrowings, bonds and finance leasing 27.3 (193) (203)
Dividends paid 27.3 (1) (471)
Interest paid 27.3 (300) (196)
Other 28 38
NET CASH FROM FINANCING ACTIVITIES (274) 3,830
CHANGE IN CASH AND CASH EQUIVALENTS (115) (435)
Effect of movements in exchange rates on cash held (3) 1
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD
17
17
2,666
2,551
3,101
2,666

GENERAL INFORMATION, BASIS FOR PREPARATION OF FINANCIAL STATEMENTS AND OTHER EXPLANATORYINFORMATION

1. Generalinformation

`

1.1 Informationabouttheparentcompany

PGE Polska Grupa Energetyczna S.A. ("parent company ," "the Company," "PGE S.A.") was founded on the basis of a notarial deed of August 2, 1990, and wasregistered in the District Court in Warsaw, XVI Commercial Department on September 28, 1990. The Company was registered in the National Court Register of the District Court for the capital city of Warsaw, XII Commercial Department, under no. KRS 0000059307. The Company'sregistered office isin Warsaw, Mysia 2 Street.

As at January 1, 2017 the composition of the Management Board was asfollows:

  • Henryk Baranowski the President of the Management Board,
  • Marta Gajęcka Vice- the President of the Management Board,
  • Bolesław Jankowski the Vice-President of the Management Board,
  • Marek Pastuszko the Vice-President of the Management Board,
  • Paweł Śliwa the Vice-President of the Management Board,
  • Ryszard Wasiłek the Vice-President of the Management Board,
  • Emil Wojtowicz the Vice-President of the Management Board.

on February 13, 2017, the Supervisory Board dismissed all members of the Management Board as of February 13, 2017. At the same time, on February 14, 2017, the Supervisory Board appointed for the 10th term of the Management Board Henryk Baranowski as President of the Management Board as well as Bolesław Jankowski, Wojciech Kowalczyk, Marek Pastuszko, Paweł Śliwa, Ryszard Wasiłek and Emil Wojtowicz as Vice-Presidents of the Management Board.

On June 20, 2017, Bolesław Jankowskiresigned effective from July 1, 2017.

As at December 31, 2017 and on the date on which these financialstatements were published, the Company's Management Board was asfollows:

  • Henryk Baranowski the President of the Management Board,
  • Wojciech Kowalczyk the Vice-President of the Management Board,
  • Marek Pastuszko the Vice-President of the Management Board,
  • Paweł Śliwa the Vice-President of the Management Board,
  • Ryszard Wasiłek the Vice-President of the Management Board,
  • Emil Wojtowicz the Vice-President of the Management Board.

Ownership structure

The parent's ownership structure was asfollows:

State Treasury Othershareholders Total
As at December 31, 2016 57.39% 42.61% 100.00%
As at December 31, 2017 57.39% 42.61% 100.00%

The ownership structure as at particular reporting dates was prepared on the basis of data available to the Company.

According to information known to the Company as of the date on which these financial statements were prepared, the State Treasury wasthe only shareholder with at least 5% of votes at the general meeting of PGE S.A.

1.2 InformationonPGEGroup

PGE Group ("PGE Group,", "PGE Capita Group" "Group", "CG PGE") includes the parent, PGE Polska Grupa Energetyczna S.A.,58 consolidated subsidiaries, 3 associates and 1 jointly controlled entity. As described in note 33, in the present period the Group acquired significant control over Polimex-Mostostal S.A. and EDF's companies in Poland and consolidated them using the equity method. For additional information aboutsubordinated entitiesincluded in the consolidated financialstatements please referto note 1.3.

These consolidated financialstatements of the PGE Group comprise financial data for the period from January 1, 2017 to December 31, 2017 ("financial statements", "consolidated financial statements") and include comparative data for the period from January 1, 2016 to December 31, 2016.

The financial statements of all subordinated entities were prepared for the same reporting period as the financial statements of the parent company, using consistent accounting principles. Companies acquired in the course of the year were the exception, preparing financial data forthe period from the moment when PGE Group obtained control.

PGE Group companies' core activities are asfollows:

  • prodution of electricity,
  • distribution of electricity,
  • wholesale and retail trade in electricity, energy origin rights, CO2 emission rights and gas,
  • production and distribution of heat,
  • rendering of other services related to these activities

Business activities are conducted under appropriate concessions granted to particular Group companies.

Going concern

`

These consolidated financial statements were prepared under the assumption that the Group companies will continue to operate as a going concern in the foreseeable future. As at the date of the approval of these consolidated financial statements, there is no evidence indicating that the significant Group companies will not be able to continue its business activities as a going concern.

1.3 StructureofthePGEGroup

During the reporting period, PGE Group consisted of the following subsidiaries, consolidated directly and indirectly:

Entity Entity holding share Share of the Group
entities as at
December 31, 2017
Share of the Group
entities as at
December 31, 2016
SEGMENT: SUPPLY
1. PGE Polska Grupa Energetyczna S.A.
Warsaw
Parent
2. PGE Dom Maklerski S.A.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
3. PGE Trading GmbH
Berlin
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
4. PGE Obrót S.A.
Rzeszów
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
5. ENESTA sp. z o.o.
Stalowa Wola
PGE Obrót S.A. 87.33% 87.33%
6. PGE Paliwa sp. z o.o. (formerly EDF Paliwa sp. z o.o.)
Kraków
PGE Energia Ciepła S.A. 100.00% -
SEGMENT: CONVENTIONAL GENERATION
7. PGE GiEK S.A.
Bełchatów
PGE Polska Grupa Energetyczna S.A. 100.00% 99.98%
8. PGE Energia Ciepła S.A. (formerly EDF Polska S.A.)
Warsaw
PGE Polska Grupa Energetyczna S.A. 99.52% -
9. PGE Toruń S.A. (formerly EDF Toruń S.A.)
Toruń
PGE Energia Ciepła S.A. 95.22% -
10. PGE Gaz Toruń sp. z o.o. (formerly EDF Gaz
Toruń sp. z o.o.)
Warsaw
PGE Energia Ciepła S.A. 50.04% -
Zespół Elektrociepłowni Wrocławskich PGE Energia Ciepła S.A. 17.74% -
11. KOGENERACJA S.A. Investment III B.V. 32.26% -
Wrocław
Elektrociepłownia Zielona Góra S.A.
Zespół Elektrociepłowni Wrocławskich
12. Zielona Góra KOGENERACJA S.A. 98.40% -
13. ELBIS sp. z o.o.
Rogowiec
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
14. MEGAZEC sp. z o.o.
Bydgoszcz
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
15. MegaSerwis sp. z o.o.
Bogatynia
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
16. ELMEN sp. z o.o.
Rogowiec
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
17. "Przedsiębiorstwo Usługowo-Produkcyjne
"ELTUR-SERWIS" sp. z o.o.
Bogatynia"
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
18. Przedsiębiorstwo Usługowo-Produkcyjne
"TOP SERWIS" sp. z o.o.
Bogatynia
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
19. Przedsiębiorstwo Transportowo-Sprzętowe
"BETRANS" sp. z o.o.
Bełchatów
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
20. Przedsiębiorstwo Wulkanizacji Taśm i Produkcji
Wyrobów Gumowych BESTGUM POLSKA sp. z o.o.
Rogowiec
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
21. RAMB sp. z o.o.
Piaski
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
22. EPORE sp. z o.o.
Bogatynia
PGE Górnictwo i Energetyka
Konwencjonalna S.A
85.38% 85.38%

Applied accounting principles (policies) and explanatory notes are an integral part of the consolidated financial statements

`

Share of the Group Share of the Group
Entity Entity holding share entities as at
December 31, 2017
entities as at
December 31, 2016
"Energoserwis – Kleszczów" sp. z o.o. PGE Górnictwo i Energetyka
23. Rogowiec Konwencjonalna S.A. 51.00% 51.00%
24. Przedsiębiorstwo Energetyki Cieplnej sp. z o.o.
Zgierz
PGE Górnictwo i Energetyka
Konwencjonalna S.A.
50.98% 50.98%
SEGMENT: RENEWABLES
25. PGE Energia Odnawialna S.A. PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
Warsaw
26. Elektrownia Wiatrowa Baltica-1 sp. z o.o.
Warsaw
PGE Energia Odnawialna S.A. 100.00% 100.00%
27. Elektrownia Wiatrowa Baltica-2 sp. z o.o.
Warsaw
PGE Energia Odnawialna S.A. 100.00% 100.00%
28. Elektrownia Wiatrowa Baltica-3 sp. z o.o.
Warsaw
PGE Energia Odnawialna S.A. 100.00% 100.00%
PGE Energia Natury sp. z o.o.
Warsaw
PGE Energia Odnawialna S.A. - 100.00%
29. PGE Energia Natury PEW sp. z o.o.
Warsaw
PGE Energia Odnawialna S.A. 100.00% 100.00%
30. PGE Klaster sp. z o.o.
Warsaw
PGE Energia Odnawialna S.A. 100.00% -
SEGMENT: DISTRIBUTION
31. PGE Dystrybucja S.A.
Lublin
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
SEGMENT: OTHER OPERATIONS
32. PGE EJ 1 sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 70.00% 70.00%
33. PGE Systemy S.A. PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
Warsaw
EXATEL S.A.
Warsaw PGE Polska Grupa Energetyczna S.A. - 100.00%
34. PGE Sweden AB (publ)
Stockholm
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
35. Investment III B.V. (formerly EDF Investment III B.V.)
Amsterdam
PGE Energia Ciepła S.A. 100.00% -
36. PGE Obsługa Księgowo-Kadrowa sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
37. "Elbest" sp. z o.o.
Bełchatów
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
38. Elbest Security sp. z o.o.
Bełchatów
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
39. PGE Inwest 2 sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
40. PGE Inwest 5 sp. z o.o. PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
Warsaw
PGE Centrum sp. z o.o. (formerly PGE Inwest 6 sp. z
41. o.o.)
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
PGE Ventures sp. z o.o. (formerly PGE Inwest 7 sp. z
42. o.o.)
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
43. PGE Inwest 8 sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
44. PGE Inwest 9 sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
45. PGE Inwest 10 sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
46. PGE Inwest 11 sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
47. PGE Inwest 12 sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
48. PGE Inwest 13 S.A. PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
49. Warsaw
PGE Inwest 14 sp. z o.o.
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
Warsaw
PGE Nowa Energia sp. z o.o.
50. (formerly PGE Inwest 15 sp. z o.o.)
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
51. PGE Inwest 16 sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
52. PGE Inwest 17 sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%

Applied accounting principles (policies) and explanatory notes are an integral part of the consolidated financial statements

Entity Entity holding share Share of the Group
entities as at
December 31, 2017
Share of the Group
entities as at
December 31, 2016
53. PGE Inwest 18 sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
54. PGE Inwest 19 sp. z o.o.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% -
55. PGE Towarzystwo Funduszy Inwestycyjnych S.A.
Warsaw
PGE Polska Grupa Energetyczna S.A. 100.00% 100.00%
ENERGO-TEL S.A.
Warsaw
EXATEL S.A. - 100.00%
56. BIO-ENERGIA sp. z o.o.
Warsaw
PGE Energia Odnawialna S.A. 100.00% 100.00%
57. Przedsiębiorstwo Transportowo-Usługowe
"ETRA" sp. z o.o.
Białystok
PGE Dystrybucja S.A. 100.00% 100.00%
58. Energetyczne Systemy Pomiarowe sp. z o.o.
Białystok
PGE Dystrybucja S.A. 100.00% 100.00%
59. PGE Ekoserwis sp. z o.o. (formerly EDF
Ekoserwis sp. z o.o.)
Wrocław
PGE Energia Ciepła S.A. 84.15% -

The table above includes the following changes in the structure of PGE Group companies subject to full consolidation which took place during 2017:

  • On February 1, 2017 PGE Polska Grupa Energetyczna S.A. formed PGE Inwest 19 sp. z o.o. The company was registered at the National Court Register on February 24, 2017.
  • On March 29, 2017, an agreement was executed to sell 100% of EXATEL S.A. shares. Along with the sale of EXATEL S.A., the Group lost control over its subsidiary ENERGO-TEL S.A.
  • The transaction between PGE Polska Grupa Energetyczna S.A. and EDF International SAS and EDF Investment II B.V. concerning the sale of EDF's assets in Poland pursuant to a Conditional Share Sale Agreement of May 19, 2017, was finalised on November 13, 2017. As a result of the transaction, PGE S.A. acquired direct and indirect control over the following companies:
  • EDF Polska S.A. (currently PGE Energia Ciepła S.A.)
  • EDF Investment III B.V. (currently Investment III B.V.)
  • EDF Paliwa sp.z o.o. (currently PGE Paliwa sp.z o.o.)
  • EDF Toruń S.A. (currently PGE Toruń S.A.)
  • EDF Ekoserwis sp.z o.o. (currently PGE Ekoserwissp.z o.o.)
  • EDF Gaz Toruń sp. z o.o. (currently PGE Gaz Toruń sp.z o.o.)
  • Zespół Elektrociepłowni Wrocławskich KOGENERACJA S.A.
  • Elektrociepłownia Zielona Góra S.A.

`

The Group's share in capital and voting rights of the above companies as of November 13, 2017, wasthe same as PGE Group's % stake presented in the table above as at December 31, 2017. Details of the transaction are presented in note 33.3 to these financialstatements.

  • On November 30, 2017, the merger of PGE Energia Odnawialna S.A. (the acquiring company) and PGE Energia Natury sp. z o.o. (the acquired company) was registered at the National Court Register. The merger had no impact on these financial statements.
  • On November 17, 2017, a founding act for PGE Klaster sp. z o.o. wassigned. The company was registered at the National Court Register on December 6, 2017.

1.4 Accountingfornewacquisitions

Accounting for acquisition of EDF companiesin Poland

As described in note 33.3 to these financial statements, the transaction between PGE Polska Grupa Energetyczna S.A. and EDF International SAS and EDF Investment II B.V. concerning the sale of EDF's assets in Poland pursuant to a Conditional Share Sale Agreement of May 19, 2017, wasfinalised on November 13, 2017.

Pursuant to IFRS 3, PGE Group should finish accounting for the acquisition within 12 months from the acquisition date. Given that control over these companies was acquired in mid-November 2017, these financial statementsinclude a preliminary accounting for the acquired assets and assumed liabilities of these entities. The key adjustments intended to bring this assets and liabilities to fair value as at the acquisition date concerned:

  • Adjustment of value of property, plant and equipment and intangible assets at Rybnik Power Plant. Based on financial projections available to the Group, these assets were assigned a zero value as at the acquisition date.
  • Measurement of additional provisions.
  • Elimination ofselect deferred revenue items.
  • Appropriate adjustment of deferred tax resulting from recognition of above adjustments.

Aside as described above, the adjustments in the value of Rybnik Power Plant as at the date on which these financial statements were prepared, no measurement of the fair value of the acquired tangible and intangible assets was performed. For the purposes of initial recognition, book valuesfrom the acquired entities' financialstatements were taken.

The following table presents a summary of the recognised assets and liabilities as at the acquisition date.

Value as at
November 13, 2017
Property, plant and equipment and intangible assets 4,710
Other prefixed assets 951
Inventories 398
Cash 186
Other current assets 1,166
Total assets 7,411
Loans and borrowings 2,839
Provisions 478
Other liabilities 1,759
Total liabilities 5,076
Net assets of acquired entities 2,335

The following table presents preliminary accounting forthe acquisition and goodwill arising on consolidation.

Value as at
November 13, 2017
Net assets of acquired entities 2,335
Net assets attributable to non-controlling interests (1,067)
Exclusion of liabilities (subrogation) 2,285
PGE Group's stake in net assets of acquired entities 3,553
Cash transferred 1,992
Subrogation of liabilities 2,285
Total acquisition price 4,277
Goodwill arising on consolidation 724

The goodwill recognised by PGE Group arises from the fact that in accordance with PGE Group's assumptions discounted cash flows from operating activitiesthat will be generated by the acquired assets will be higherthan the net asset value of the acquired companies, established in accordance with IFRS 3. The final amount of goodwill should be lower due to a planned measurement of property, plant and equipment and intangible assets.

The goodwillrecognised does not constitute goodwill fortax purposes.

Results of acquired entities

`

From November 13, 2017,to December 31, 2017, the share of the acquired companiesin PGE Group'sresults was asfollows:

  • Share in consolidated revenue PLN 837 million (after consolidation exclusions)
  • Share in comprehensive income PLN 129 million (after consolidation exclusions)

Throughout 2017, the acquired entitiesrecorded revenue from sale of PLN 6,893 million (without consolidation exclusions) and a loss of PLN 474 million (without consolidation exclusions). The loss resulted largely from the recognition of impairment losses on the generation assets at the Rybnik plant, which did not burden PGE Group's results. Without taking these impairment losses into account, the acquired entities would have posted PLN 593 million in 2017 (without consolidation exclusions).

Accounting for acquisition of Polimex-Mostostal S.A.

In 2017, PGE S.A. acquired 16.48% ofshares and thus gained significant influence over Polimex-Mostostal S.A. The acquired assets were recognised in the current period.

Value as at December 31, 2016
Purchase price paid for 16.48% stake 81
Fair value of identified net assets 393
PGE'sshare in these assets 65
Goodwill 16

Because Polimex-Mostostal S.A.'s market capitalisation as at December 31, 2017, was higher than the valuation using the equity method, no indications of impairment were noted.

2. Basisforpreparationofthefinancialstatements

2.1 Statementofcompliance

These financial statements were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU"). IFRS comprise standards and interpretations, approved by the International Accounting Standards Board ("IASB") and International Financial Reporting Interpretation Committee ("IFRIC").

2.2 Presentationandfunctionalcurrency

`

The functional currency of the parent company and the presentation currency of these consolidated financial statements is Polish Zloty ("PLN"). All amounts are in PLN millions(PLNm), unlessindicated otherwise.

For the purpose of translation at the reporting date of items denominated in currency other than PLN the following exchange rates were applied:

December 31, 2017 December 31, 2016
USD 3.4813 4.1793
EUR 4.1709 4.4240

2.3 Newstandardsandinterpretationspublished,notyeteffective

The following standards, changes in already effective standards and interpretations are not endorsed by the European Union or are not effective as at January 1, 2017:

Standard Description of changes Effective date
IFRS 9 Financial Instruments and
subsequent amendments
Changesto the classification and measurementrequirements.
Changesto hedge accounting.
These changes apply to the right of early repayment with negative fees.
January 1 2018 /
January 1 2019
IFRS 14 Regulatory Deferral
Accounts
Accounting and disclosure principlesforregulatory deferral accounts. Standard in the current
version will not be
effective in the EU
Amendmentsto IFRS 10 and IAS 28 Deals with the sale or contribution of assets between an investor and its joint
venture or associate.
Postponed indefinitely
IFRS 15 Revenue from Contracts
with Customers and clarificationsto
IFRS 15
The standard applies to all contracts with customers, except for those within the
scope of other IFRSs (e.g. lease contracts, insurance contracts and financial
instruments).
IFRS 15 clarifies principles of revenue recognition.
January 1, 2018
IFRS 16 Leases The standard eliminates the classification of leases as either operating or finance
lease in the lessee's accounts. All contracts which meet the criteria of lease will be
recognized asfinance lease.
January 1, 2019
IFRS 17 Insurance contracts Defines a new approach to recognising revenue and profit/loss in the period
in which insurance services are provided
January 1, 2021
Amendmentsto IFRS 2 Classification and measurement ofshare-based payment transactions January 1, 2018
Amendmentsto IFRS 4 Application of IFRS 9 Financial instrumentsjointly with IFRS 4 Insurance contracts January 1, 2018
Annual improvementsto IFRS (cycle
2014-2016)
A collection of amendments dealing with:
IFRS 1 – elimination of short-term exemption for entities using IFRS for the
first time;
IAS 28 – valuation of entities, in which an investment has been made, at fair
value through profit or loss or using an individual method.
January 1, 2018
Amendmentsto IAS 40 Changes to the classification of properties: i.e. transfer from investment property
to other groups of assets.
January 1, 2018
IFRIC 22 Foreign Currency
Transactions and Advance
Consideration
Guidelines specifying determination of the date of a transaction and related spot
foreign exchange rate to be used in case foreign currency payments are made or
received in advance.
Guidelinesspecifying determination of the date of a transaction and related spot foreign exchange rate to be used in case foreign currency payments aremade or received in advance.
January 1, 2018
IFRIC 23 Uncertainty over income
tax treatments
This interpretation applies to establishing taxable revenue, tax base, unsettled tax
losses, unused tax rebates and tax rates.
January 1, 2019
Amendmentsto IAS 28 This
amendment
concerns
measurement
of
non-current
investments
in
associates
January 1, 2019
Annual improvementsto IFRS (cycle
2015-2017)
A collection of amendments dealing with:
IFRS 3 - measurement of existing stake in a joint operation;
IFRS 11 - no measurement of existing stake in a joint operation;
IFRS 12 - income tax consequences of dividends;
IAS 23 - financing costs when an asset is ready for its intended use.
January 1, 2019
Amendmentsto IAS 19 Amendments concern defined-benefit plans. January 1, 2019

PGE Group intends to adopt the above mentioned new standards, amendments to standards and interpretations published by the International Accounting Standards Board but not yet effective at the reporting date, when they become effective.

Impact of new regulations on PGE Group's consolidated financialstatements

IFRS 9 Financial Instruments

`

In July 2014, the IASB published IFRS 9 Financial Instruments (IFRS 9). IFRS 9 covers three aspects related to financial instruments: classification and measurement, impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted.

The Group plansto use IFRS 9 from the date it entersinto force, withoutrestating its comparative data.

In 2017, the Group carried out a detailed analysis of the impact of IFRS 9 on the Group's accounting principles asit relatesto the Group's operations or financial results. This assessment is based on currently available information and may be subject to changes based on rational and possible to evidence additional information obtained in the period in which the Group appliesIFRS 9 forthe first time.

The Group does not expect that implementation of IFRS 9 will have a significant impact on its financial situation and equity, except for the recognition and calculation of the impairment allowance. The Group expects a slight increase in impairment losses, with a negative impact on equity, as discussed below. Moreoverthe classification of certain financial instruments will change.

The analysisshowsthat changes will mostly affect the following areas:

  • Classification of financial instruments the existing four categories resulting from IAS 39 Financial Instruments: Recognition and Measurement will be replaced with three categories: financial assets measured at amortised cost, at fair value through profit or loss and at fair value through other comprehensive income. This will result in presentation changes in financial statements but will have no impact on the Group's financial results.
  • Rules for estimating and recognition of impairment losses on financial assets (transition from incurred loss model to expected loss model):
  • for trade receivables from significant clients that are subject to a credit risk assessment procedure, the Group will estimate expected credit losses based on a model used to evaluate this risk on the basis of ratings assigned to counterparties; ratings have a likelihood of default assigned, which is adjusted to reflect impact of macroeconomic factors;
  • for receivables from other clients and from related parties, the Group will estimate expected credit losses based on an analysis of the likelihood of credit losses in each ageing structure;
  • for deposits in banks, the Group will estimate expected credit losses based on a model used to evaluate this risk on the basis of ratings assigned to banks by external institutions; ratings have a likelihood of default assigned, which is adjusted to reflect impact of macroeconomic factors;
  • for investments in other equity instruments, measurement will be at fair value; currently the Group does not have significant investments in equity instruments other than sharesin subsidiaries and associates.

Impairment of financial assets according to the above-mentioned rules as at December 31, 2017 would have been approx. PLN 4 million higher than those recognised in these financial statements. Equity as at December 31, 2017 would have decreased by about PLN 4 million gross, (with no impact on deferred tax).

Moreover, after analysis, the Group decided not to implement the changes resulting from IFRS 9 reffering to hedge accounting from January 1, 2018.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 Revenue From Contracts with Customers, issued in May 2014 and amended in April 2016, introduces the Five Step Model for recognising revenue from contracts with customers. Revenue in IFRS 15 is recognised in the amount that - according to the entity's expectations- is due in exchange for delivery of the goods orservicesto the customer.

The new standard will replace all existing requirements concerning revenue recognition in compliance with IFRS. The standard is effective for annual periods beginning on or afterJanuary 1, 2018, with early adoption permitted.

The Group analysed the largest contracts with its customers in order to identify those that include provisions which could potentially have an impact on the moment of revenue recognition and the level of revenue in the given reporting period, in particular concerning: contractsfor the sale of electricity and gaseousfuel, multi-component contracts, mutually linked contracts and contracts containing the entity's commitment to deliver products or services to the client by another entity (intermediary vs principal), variable remuneration, trade bonuses as well as contractual penalties and bonuses.

The analysisshowsthat changes will mostly affect the following areas:

Revenue from connectionsto distribution network. Currently, revenues from connection fees are recognized at one time when they become due i.e. at the moment of connection. According to PGE Group, the new standard does not change this approach. However connection fees that prior to IFRIC 18 Transfers of Assets from Customers, i.e. prior to July 1, 2009, had been recognised as prepayments and settled over time, starting from January 1, 2018 they will be recognised at once as retained earnings. This adjustment reduces the amount of deferred income and increases the amount of retained earnings as at December 31, 2017, by PLN 647 million gross, i.e. without taking into account deferred tax impact.

Acting as payersfor the transition fee and renewablesfee, which are collected from end users by PGE Dystrybucja S.A. and PGE GiEK S.A. and then given to the Transmission System Operator ("TSO"). Both fees constitute a sort of energy quasi-tax, collected from recipients of electricity by PGE Dystrybucja on behalf of the TSO and therefore should not be treated as revenue in accordance with IFRS 15. The recognition of net revenue and expenses related to the transition and renewables fees in the financialstatementsfor 2017 would have decreased operating revenue and expenses by approx. PLN 701 million.

  • PGE Obrót S.A. acting as intermediary for gas distribution and transmission services. PGE Obrót has no influence over the key parameters of the services - this is governed by existing regulations concerning terms for the distribution of gas fuel. PGE Obrót is not responsible for failure to perform, or incorrect performance, of framework agreements to provide gas fuel distribution and transmission services. It also does not bear the risk ofstoring inventories prior to this service being provided to the client. It has no influence over the prices of distribution and transmission services. Given the above, in accordance with IFRS 15, revenue and costs related to distribution and transmission services will be recognised in net values. The recognition of net revenue and expensesrelated to distribution and transmission services in the financial statementsfor 2017 would have decreased operating revenue and expenses by approx. PLN 25 million.
  • Revenue from compensations received by PGE Dystrybucja S.A. in connection with damages to production assets will be recognised in other operating revenue. Pursuant to IFRS 15, this revenue does not meet the definition of revenue from sales therefore it should not be treated as such. Revenue from compensations that would have been subject to reclassification in the financialstatementsfor 2017 amounts to over PLN 7 million.

IFRS 16 Leases

`

The new standard changes principles for the recognition of contracts which meet the criteria of lease. The main change is to eliminate the classification of leases as either operating leases or finance leasesin the lessee's accounts. All contracts which meet the criteria of a lease will be recognised as a finance lease. Adoption of the standard will have the following effect:

  • in the statement of financial position: increase of non-financial non-current assets and financial liabilities,
  • in the statement of comprehensive income: decrease of operating expenses (other than depreciation/amortisation), increase of depreciation/amortisation and finance costs.
  • increase in net debt and net debt to EBITDA due to proportionally higher increase in financial liabilities than decrease in operating expenses other than depreciation

PGE is currently analysing the potential impact of IFRS 16 on its future financial statements. The analysis is especially focusing on the issue of potential impact of the standard on the receipt of free perpetual usufruct rights to land. In accordance with PGE Group's existing accounting policy, rights to perpetual usufruct of land were not recognised as contracts containing a lease component. Analysis of the standard is not finished yet but its application should not have a majorimpact on the Group'sfuture financialstatements.

Otherstandards

The otherstandards and amendmentsshould not have a majorimpact on PGE Group'sfuture financialstatements.

2.4 Professionaljudgmentofmanagementandestimates

In the process of applying accounting rules with regardsto the following issues, management has made judgements and estimatesthat affect the amounts presented in the financial statements, including in other explanatory information. The estimates were based on the best knowledge of the Management Board relating to current and future operations and events in particular areas. Detailed information on the assumptions made was presented below orin respective explanatory notes.

Recoverable amount of property, plant and equipment, intangible assets and goodwill

Changes in the electricity market may have a significant influence on the recoverable amount of power generating property, plant and equipment of particular PGE Group entities. If impairment indicators are identified, the Group estimatesthe recoverable amount of the respective property, plant and equipment. Estimates of recoverable amount of goodwill are performed once a year.

Impairment analysis of property, plant and equipment and goodwill is performed by estimating the recoverable amount of cash generating units. The analysisis based on a number ofsignificant assumptions,some of which are outside the control of the Group. Any significant change in these assumptions will impact the result of future impairment tests and as a consequence may lead to significant changes to the financial position and results of the Group. The impairment test carried out on PGE Group's selected assets is described in note 3 to these financialstatements.

Depreciation/amortisation period for property, plant and equipment and intangible assets

Depreciation rates are calculated on the basis of the estimated economic useful life of an item of property, plant and equipment or intangible assets as well as estimates of its residual value. Capitalised costs of major inspections and overhauls are depreciated throughout the period until the beginning of the next majorinspection or overhaul.

Estimated economic useful lives of assets are subject to verification at least once a year. Depreciation periods are presented in notes 4.8 and 4.9.

The verification of the economic useful lives of property, plant and equipment and intangible assets conducted in 2017 resulted in a increase in the depreciation and amortisation costsfor 2017 by approx. PLN 3 million.

Valuation of assets arising from capitalisation ofstripping costsin the production phase of a surface mine

The capitalisation ofstripping costsin the production phase is determined based on the excess of annual N:W ratio (ratio of the volume of overburden removed to the volume of coal extracted within a given year) over general N:W calculated for a particular deposit. The general N:W ratio is calculated by comparing the total volume of overburden still to be removed to the total volume of coal still to be extracted from the date of application of IFRIC 20 to the end of the exploitation of lignite from a particular deposit. This ratio is calculated at the end of each year based on the best knowledge of the technical experts employed in the mine and may be subject to change in case of acquisition of new information on the size of the deposit and the way it is located underground. Update of N:W ratio during 2017 caused an increase in costs of PLN 42 million.

Impact of assets arising from capitalization of the stripping costs in the production phase of a surface mine on property, plant and equipment and its depreciation is described in note 9 of these financialstatements.

Rehabilitation provision

`

The rehabilitation provision is calculated using estimates of future costs of rehabilitation together with all information available as at the reporting date. Provision is updated in case of change of estimated time or amounts of expenses necessary to conduct rehabilitation process, or in case of change of discount rate. Estimation of rehabilitation provision requires making technical, geological, environmental, legal and tax assumptions, as well as schedule, scope and the level of rehabilitation costs. Changes in assumptions mentioned above impact the value of rehabilitation provision and capitalized rehabilitation costs recognized in property, plant and equipment, as well asstatement of comprehensive income.

Measurement of provisionsfor employee benefits

Provisionsfor employee benefits were estimated using actuarial methods.

Key actuarial assumptionsrelated to the calculation of provisions as atthe reporting date are asfollows:

As at As at
December 31, 2017 December 31, 2016
Expected inflation rate (%) 1.8% 1.30-1.80%
Discountrate (%) 3.4% 3.5%
Expected salary growth rate (%) 0.00-4.29% 0.00-3.57 %
Employee turnover(%) 0.27-9.57% 0.24 - 9.41%
Expectedmedical care costs growth rate (%) 1.8% 1.30-1.80%
Expected Social Fund (ZFŚS) allowance growth rate (%) 3.5%-5.0% 3.50-8.40%

The probability of employee attrition has been predicted on the basis of historical data related to Group's employee turnover ratio and statistical data on employee attrition in the industry.

Mortality and survival probability have been adopted from the Life Expectancy Tables published by Central Statistical Office of Poland, assuming that the population of the Group's employees corresponds, in respect of mortality, to the average in Poland.

  • Normal procedure of employees' retirement was assumed, in accordance with detailed rules included in the Law on State Social Insurance Pensions, with the exception of employees who meet the conditionsrequired to early retirement.
  • For discounting future benefit payments a discount rate of 3.4% was adopted (December 31, 2016: 3.5%), which corresponds to the profitability of long-term Treasury bondslisted on the Polish capital market.

Other provisions

As described in note 4.21 recognition of provisionsrequires estimates of the probable outflow of economic benefits and determination of the amount that shall be the best estimate of the expenditure required to settle the present obligation at the end of the reporting period. Aside from the above, the most important provisions are:

CO2 emission rights

provision for energy origin units held for redemption.

Sensitivity analysis for changes in assumptions used for calculation of carrying value of provisions, in particular a change in a discount rate, is presented in notes 21 and 22 of these financialstatements.

Contingent liabilities

`

In accordance with IAS 37 with respect to recognition and measurement of provisions and contingent liabilities, PGE Group estimates the probability of occurrence of potential liabilities. If the occurrence of unfavourable future event is probable, PGE Group recognises a provision in the appropriate amount. If the occurrence of unfavourable future event is estimated by PGE Group as not probable but possible, a contingent liability isrecognised.

Detailed information on contingent liabilities and legal claims and disputesis presented in note 28 of these financialstatements.

Impairment of receivables

As at the reporting date PGE Group entities assess whether there is an objective evidence for impairment of a receivable or a group of receivables. If the recoverable amount of an asset is lower than its carrying amount, PGE Group recognises an impairment allowance to the amount of the present value of expected cash flows.

Description of changes in impairment allowances on trade and other receivables is described in note 25.1.1 of these financial statements.

Electricity sales accrual

Readings from meters regarding the volume of electricity provided in retail sales including distribution services and its invoicing is performed mainly in periods different from the reporting periods. Taking into account the above, a retailsale company (PGE Obrót S.A.) and a distribution company (PGE Dystrybucja S.A.) that are part of the PGE Group perform certain revenues estimates at each reporting date that cover the period not covered by the metersreading. The estimates include also a change in the cost of purchase of electricity during the period of the estimates and reconciliation of the energy balance.

The carrying amount of the electricity sales accrual as at December 31, 2017 is described in note 25.1.1 of these financialstatements.

Measurement of fair values of acquired assets and liabilities, goodwill calculation

PGE Group identifies acquired assets and liabilities, measures their fair value and recognizes goodwill or gain on bargain purchase in accordance with IFRS 3 Business combinations. Measurement is based on a number of assumptions, which include inter alia: application of appropriate valuation method, management's plans relating to the use of acquired assets, financial projections (including price forecasts influencing main positions of revenues and expenses), changes in laws and regulations and other. On the other hand, the settlement of the transaction is also influenced by the appropriate determination of the consideration transferred (including contingent part). Assumptions applied may significantly impact fair values of acquired assets and liabilities, and calculation of goodwill or gain on bargain purchase. Goodwill istested forimpairment together with the respective cash generating units.

During the year ended December 31, 2017, PGE Group acquired EDF's assetsin Poland. As a result of initial recognition, goodwill of PLN 724 million was recognised. In addition, PGE Group during the current year began exercising significant influence over Polimex Mostostal S.A. The acquisition resulted in goodwill of PLN 16 million. This goodwill is recognised in the carrying amount of the investment. Details of the transaction are presented in note 1.4 to these financialstatements.

Uncertainty concerning tax settlements

Regulations concerning tax on goods and services, corporate income tax and burdensrelated to social insurance are subject to changes. These frequent changes result in a lack of reference points, inconsistent interpretations and few precedents that can be applied. The existing regulations also contain uncertainties that result in differing opinions as to legal interpretation of tax regulations both between state organs and between state organs and companies.

Tax settlements and other activity areas are conditioned by regulations (customs or currency controls) and can be subject to controls of respective authoritiesthat are authorised to issue fines and penalties, and all additional tax liabilities resulting from such audits must be paid with high interest. This meansthat tax risk in Poland is higherthan in countries with more stable tax systems.

As a consequence, the amounts presented and disclosed in financial statements may change in the future as a result of a final decision by a tax control organ.

On July 15, 2016, changes were introduced to the Tax Ordinance intended to take into account the provisions of General Anti-Abuse Rule (GAAR). GAAR is intended to prevent the formation and use of artificial legal structures created in order to avoid paying tax in Poland. GAAR defines tax avoidance as an activity performed primarily to obtain a tax benefit contrary under the circumstances to the subject and aim of the tax law. According to GAAR, such an activity does not result in a tax benefit if it is artificial. All proceedings regarding unjustified division of operations, involving intermediaries despite a lack of economic justification, mutually offsetting elements or other similar activities may be treated as a condition for the existence of artificial activities subject to GAAR. These new regulations willrequire a much greaterjudgement in assessing the tax effects of transactions.

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The GAAR clause is to be applied in relation to transactions executed after its entry into force and to transactions that were executed prior to its entry into force but in the case of which tax benefits were or continue to be obtained after GAAR went into force. The implementation of these regulations will make it possible for Polish tax inspection authorities to question legal arrangements and agreements made by taxpayerssuch as group restructuring and reorganisation.

The Group recognises and measures current and deferred income tax assets and liabilities using IAS 12 Income tax based on profit (tax loss), tax base, unsettled tax losses, unused tax exemptions and tax rates, taking into account assessment of uncertainties related to tax settlements. If there is uncertainty over where or not and in whatscope the tax authority will accept tax accounting fortransactions, the Group recognisesthese settlementstaking into account an uncertainty assessment.

Impact of changesin select estimates on the statement of comprehensive income for 2017

Impairmentlosses on
property, plant and
equipment,
intangible assets
Change in actuarial
provisions
Change in
rehabilitation
provision
Change in
N:W ratio
Verification
economical useful e
life
REVENUE FROMSALE - - - - -
Cost of goodssold (957) (58) - (42) (3)
GROSS PROFIT/(LOSS)ONSALES (957) (58) - (42) (3)
Distribution and selling expenses - (5) - - -
General and administrative
expenses
(37) (8) - - -
Other operating revenue 2 - - - -
Other operating costs - - (42)
OPERATINGPROFIT / (LOSS) (992) (71) (42) (42) (3)
PROFIT/(LOSS) BEFORE TAX (992) (71) (42) (42) (3)
Other comprehensive income - (101) - - -

3. Theanalysisofimpairmentofproperty,plantandequipment,intangibleassetsandgoodwill

Property, plant and equipment is PGE Group's most significant group of assets. Due to changeable macroeconomic conditions PGE Group regularly verifies the impairment indicators of its assets. When assessing the market situation PGE Group uses both its own analytical tools and independent think tanks'support.

In previous reporting periods, PGE Group recognized substantial impairment allowances of property, plant and equipment of Conventional Generation segment and the Renewables segment. In the current reporting period, the Group analysed impairment indications and identified factorsthat could result in changesto the asset valuesin the above segments.

Regulatory assumptions

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  • Entry into force on September 25, 2017, of updated Act on Renewables. The Act on Renewables changed the wording of art. 56, i.e. method for calculating substitute fees so that a unit substitute fee amounts to 125% of the annual average weighted price of property rights resulting from origin certificates (green certificates). Until now, the unit substitute fee was established through a decision of the President of the Energy Regulatory Office. Given the current prices of green certificates, the change in the updated Act on Renewablessignificantly reduced the substitute fee, which translated into further declines in market prices. This change made pricing terms for the contract executed with Enea S.A. for delivery of green certificates from Szczecin Power Plant in the Conventional Generation segment and wind farms in the Renewables segment substantially worse. It also has significant impact on forecast market prices for property rights. In combination with a persistent market oversupply of green certificates, which results in significant price declines, this reduces expected revenue and margins on generation from renewable sources.
  • Adoption by the Parliament on July 20, 2017 of the Water Law The act introduces new rules for water usage. In particular, the law introduces fees (fixed and variable) for using water and introduces higher maximum rates for water consumption and discharge of waste through installations belonging to PGE Group companies. These quasi-fiscal fees are a new expense for PGE Group's generating units.
  • Reduction of support for gas-fired generating units after 2018 vs assumptions adopted in 2015. This results from a significant decline in the prices of yellow certificates.
  • Lack of support for coal-fired CHP plants under the capacity market due to regulations introduced via the capacity market law of December 8, 2017.
  • Proposed legislative changes concerning the law on investment in wind farms of May 20, 2016, indicate that there are positive prospects for wind farm maintenance costs in the Renewables segment.1 The draft law changes the definition of a structure by re-introducing the definition contained in the Construction Law of July 7, 1994, which in accordance with the draft's justification should clear up interpretation doubts with regard to property tax bases for wind farms, which arose after January 1, 2017. If the Act is changed in the aforementioned scope, wind farms will not be considered entirely as structures, which will translate into lower property tax expenses.

Macroeconomic assumptions

The key price assumptions, i.e. prices of electricity, certificates of origin, CO2 emission rights, hard coal, until 2019 are based on the company'sfinancial plans.

Electricity price forecasts from 2020 are derived from a study prepared by an independent expert. The most probable energy price forecast was adopted, although in the part covered by contracts the prices and settlement terms used in these contracts during their validity were adopted. Electricity price forecasts assume growth in market prices during the forecast period.

The forecast for prices of property rights concerning certificates of origin was drafted by PGE S.A.'s team of in-house experts. Property right prices will be established by a demand-supply balance. It was assumed that auctions should be the dominant support mechanism. The forecast for prices of property rights concerning certificates of origin for renewable energy assume growth until 2021. In later years, prices will be in decline until 2025 (except for 2023) and will remain steady thereafter. For production covered by contracts the prices and settlement terms used in these contracts during their validity were adopted.

The forecast for revenue from the capacity market from 2021 was prepared by PGE S.A.'sin-house team based on results of the British capacity market, among otherthings.

Revenue from regulatory system services was based on existing bilateral agreements with PSE S.A.

Unit availability was estimated based on repair plans, taking into accountstatistical failure rates.

As a result of the above changes and other possible changes in macroeconomic factors, PGE Group is forecasting a decrease in cash flows generated in the future and identifying a risk of impairment atsome of its conventional and renewable generation assets.

1 Draft act on amendment of act on renewables and certain other acts of June 16, 2017.

3.1 AnalysisofimpairmentofthepowergeneratingassetsofConventionalsegment

Impairment tests were conducted on November 30, 2017, on cash generating unit basis by establishing their recoverable amounts. Determining fair value for very large groups of assets for which there is no active market and there are few comparable transactions is very difficult in practice. In the case of power plants and minesfor which a value on the local marketshould be determined there are no observable fair values. Given the above, the recoverable value of the analysed assets was estimated on the basis of discounted net cash flow method which relied on financial projections prepared for the period from December 2017 to 2030. For conventional power generating units with expected periods of economic useful life in excess of 2030, a residual value was determined for the remaining service time. According to the Company, financial projectionslonger than five years are justified due to significant and long-term effects of projected changesin the regulatory environment. Using longer projections, recoverable amounts may be determined more reliably.

Detailed segment assumptions

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Presented below are the key assumptions having impact on estimates of the useful value of CGU:

  • classification as CGU of the following:
  • Branch KWB Bełchatów and Branch Elektrownia Bełchatów ("Bełchatów complex").
  • Branch KWB Turów and Branch Elektrownia Turów ("Turów complex").

given the technological and economic links between these branches,

  • classification as three separate CGUs Dolna Odra Power Plant, Szczecin Power Plant and Pomorzany Power Plant, which are part of Branch Zespół Elektrowni Dolna Odra
  • assumptions concerning electricity production and demand until 2022 were based on a financial plan,
  • forecasts for prices of CO2 emission allowances, assuming dynamic growth in market prices in the years to come (even over a dozen percent year-on-year in constant prices),
  • forecasts for hard coal prices, assuming strong growth in market prices in 2018-2019, resulting from lower supply; in 2020 the end of problems with limited supply was foreseen, resulting in a decline in coal prices; up from 2021 prices are expected to stabilise (growth by approx. 1% y/y in fixed prices),
  • receipt of a quantity of free-of-charge CO2 emission allowances for the purposes of electricity generation for 2018-2020 for specific cash generating units in accordance with Poland's application for a transition allocation of free emission allowances for the modernisation of electricity generation activities pursuant to art. 10c sec. 5 of directive 2003/87/EC of the European Parliament and the Council (derogation application), which meets the requirements of Commission Decision of July 13, 2012. As regards heat generation, free-of-charge allowances were taken into account in accordance with the list of quantities of CO2 emission allowances allocated for heat for 2013-2020 published by the Environment Ministry,
  • take into account the allocation of free CO2 emission allowances in the period 2021-2030 only for system district heating and high-efficiency cogeneration, based on the 2020 level and assuming annual reduction by 2.2%,
  • take into account the support system for high-efficiency gas cogeneration in the entire forecast period and the end of the support system for coal high-efficiency cogeneration in 2018,
  • take into account work cost optimisation resulting from current work plans, among other things,
  • maintain production capacities as a result of replacement-type investments,
  • take into account development investments for which construction work has begun,
  • adopt WACC for the projection period at 7.56%.

Itshould also be added that as of December 31, 2017, and at the of date on which these financialstatements were prepared, no specific projects and plans existed for the Polish market related to the method and deadline for entry into force ofsupport mechanismsfor gasfired generation sources after 2018. Nonetheless, according to the Company, the adoption of such assumptions is justified given the expected changes in the regulatory framework. The assumptions that are reflected in cash flows constitute a real scenario in terms of method and period, according to the Company. However, it cannot be ruled out that the final shape and period for these solutions will be different from the assumptions.

Presented below are the results of tests on CGUs as at November 30, 2017.

As at November 30, 2017 Assets value before
impairment
Impairment loss Value after
impairment
Bełchatów complex 15,514 - 15,514
Opole Power Plant 11,056 - 11,056
Turów complex 2,685 - 2,685
Gorzów CHP 734 - 734
Szczecin Power Plant 473 (473) -
Rzeszów CHP 367 - 367
Lublin-Wrotków CHP 357 (155) 202
Pomorzany Power Plant 69 (69) -
Dolna Odra Power Plant 58 - 58
Kielce CHP 23 - 23
Bydgoszcz CHP 7 - 7
Zgierz CHP 4 - 4
TOTAL 31,347 (697) 30,650

Presented above tested value isthe net book value of identifiable assets, lessrehabilitation provision as at that date.

As a result of the test, the Group identified a PLN 697 million loss of value of its generation assets. In addition, during 2017 the Group recognised PLN 146 million impairment losses. An impairment loss of PLN 843 million was recognised in operating expenses in the statement of comprehensive income.

Sensitivity analysis

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The results of the sensitivity analysisshow that changesin estimatesregarding weighted average cost of capital as well assales prices of electricity and energy origin rights have the most significant impact on the recoverable amount of the measured assets. Useful value is to a lesser extent influenced by changes in the cost to purchase hard coal, prices of CO2 emission allowances and changes in expected rates on the capacity market.

Presented below isthe impact of changesin key assumptions on asset impairment as at November 30, 2017.

Impact on impairment loss
Parameter Change Increase
in impairment loss
Decrease in
impairment loss
1% - 836
Change in electricity prices throughout the forecast period -1% 836 -
+ 0,5 p.p. 1,215 -
Change in WACC - 0,5 p.p. - 884
1% 196 -
Change in CO2 emission allowance prices during forecast period -1% - 196
capacity market
+5%
- 247
Assumptions regarding the capacity market capacity market -
5%
247 -
5% 0.3 -
Change in hard coal price throughout forecast period -5% - 0.1

3.2 AnalysisofimpairmentofthepowergeneratingassetsofRenewablessegment

Impairment tests were conducted on December 31, 2017, on cash generating unit basis by establishing their recoverable amounts. The recoverable value of the analysed assets was estimated on the basis of discounted net cash flow method which relied on the financial projections prepared for the assumed useful life of the particular CGU in the case of wind farms or for 2018-2037 in the case of other CGUs. According to the Group, financial projectslonger than five years are justified because the property, plant and equipment used by the tested entities have significant longer useful lives and also due to significant and long-term effects of projected changes in the regulatory environment.

Detailed segment assumptions

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The key assumptions having impact on estimates of the useful value of CGU presented below are:

  • classification as CGU of the following:
  • Pumped-storage power plants
  • Other hydropower plants
  • Wind farms
  • production of electricity and property rights was estimated based on historic data and expert estimates prepared for investment purposes, adjusted by the availability of units;
  • recognition of cash flows concerning contractual penalties and damages awarded in disputes with Enea S.A. and Energa Obrót S.A. as described in Note 28, in amounts resulting from the contracts or calculated as the difference between the contract prices of property rights and market prices;
  • decline in property tax expenses up from 2019;
  • maintain production capacities as a result of replacement-type investments,
  • adopt WACC for the projection period at 7.56%.

Impairment of the power generating assets of Renewablessegment

Presented below are the results of tests on CGUs as at December 31, 2017.

As at December 31, 2017 Assets value
before impairment
Impairment loss Value after
impairment
Renewables segment generating units
Pumped-storage power plants 747 - 747
Other hydropower plants 304 - 304
Wind farms 2,065 (133) 1,932
- recognition of impairment loss 1,327 (157) 1,170
- reversal of impairment 738 24 762
Goodwill 8 - 8
TOTAL 3,124 (133) 2,991
Unallocated and non-core assets 78 - 78
Property, plant and equipment and intangible assets under construction 120 - 120
(including onshore and offshore wind projects)
TOTAL
3,322 (133) 3,189

The tested value presented above isthe net book value of identifiable assets.

Sensitivity analysis

The results of the sensitivity analysisshow that changesin estimatesregarding weighted average cost of capital as well assales prices of electricity and energy origin rights have the most significant impact on the recoverable amount of the measured assets. Presented below is the estimated impact of changes in key assumptions on changes in impairment losses in the Renewables segment as at December 31, 2017.

Impact on impairment loss
Parameter Change Increase in
impairment loss
Decrease in
impairment loss
1% - 16
Change in electricity prices throughout the forecast period -1% 16 -
+ 0,5 p.p. 43 -
Change in WACC - 0,5 p.p. - 42
1% - 5
Change in property right prices throughout forecast period -1% 5 -
No change in property tax from 2018 level 206 -
Adverse resolutions of disputes with Enea S.A. and Energa S.A. 78 -

3.3 Distributionsegment'sproperty,plantandequipment

As at the reporting date the carrying amount of property, plant and equipment related to the distribution activity amounted to more than PLN 17 billion and represented approx. 28% of total consolidated assets. Their recoverable amount depends mainly on tariffs granted by President of the Energy Regulatory Office. Regulated revenue (tariff) which is determined annually provides covering justified costs: operating costs, depreciation and amortisation, taxes, purchase of energy to cover balancing difference and transferred costs. It provides also a return on equity involved in the distribution activity at a justified level. Return on equity and depreciation charges are dependent on the so called Regulatory Asset Base.

As at the date of preparation of these consolidated financial statements, PGE Group did not identify any indications for impairment of property, plant and equipment allocated to Distribution segment.

4. Significantaccountingprinciples

These financial statements are prepared in accordance with the historic cost concept, except for selected categories of financial instruments and CO2 emission allowance inventories purchased in order to generate the profit on market swings, which are recognised at fair value.

4.1 Consolidationrules

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These consolidated financial statements of the PGE Group have been prepared on the basis of the financial statements of the parent company, financial statements of its subsidiaries, associates and joint ventures. The financial statements of consolidated entities are prepared for the same reporting period, based on unified accounting principles. Companies acquired in the course of the year were the exception, preparing financial data forthe period from the moment when PGE Group obtained control.

All balances, income and expenses arising between the Group entities and unrealized gains from intra-group transactions, were fully eliminated.

Subsidiaries are consolidated from the date of taking control over them by the Group, until the date of cessation of control. Control by a parent company occurs when this company owns, directly or indirectly through its subsidiaries, more than half of votes in the entity unless it is possible to prove that such ownership does not constitute control. Exercising control occurs when the company, due to its involvement in another entity holdsthe rightsto variable financial results and hasthe power to influence the amount of financial results by controlling the entity. Exercising control may also occur when the parent company does not own half of votesin a subsidiary.

Accounting forthe formation of PGE Group and later Group transformationsin the consolidated financialstatements

The mergers and acquisitions of business units are generally regulated by International Financial Reporting Standard 3 Business Combinations. However, the scope of this standard does not include transactions among business entities under common control. The entitiesthat later formed PGE Group were controlled by the State Treasury. Thistransaction thus, according to the Company, meetsthe definition of transaction underjoint control and istherefore excluded from IFRS 3.

The aforementioned mergers of the entities under common control were accounted for by the pooling of interests method and thus the consolidated financial statements reflect the fact of the common control continuity and does not present the changes in the net asset value to fair value (orrecognition of new assets), or valuation of the goodwill.

Further mergers and acquisitions within PGE Group were recognised as transactions concluded between jointly controlled entities, therefore should be accounted within the equity of PGE Group, not affecting the goodwill.

The purchase of companiesfrom third partiesis accounted using the acquisition method in line with IFRS 3.

Joint ventures and joint operations

Due to participation in a joint venture (a joint arrangement giving the right to the net assets of the arrangement) a joint venture accountsforitsinterest is a joint venture underthe equity method.

Joint control is the contractually agreed sharing of control in the framework of the contractual arrangement, which exists only when decisions aboutrelevant activitiesrequire the unanimous consent of the parties who share control.

Investmentsin associates

Associates are entities over which the parent company directly, or through the subsidiary, has significant influence and that are neither controlled nor jointly controlled. Investments in associates are recognised in the statement of financial position at cost increased or decreased to recognise the investor'sshare in the investee's net assets afterthe date of acquisition lessimpairment lossesif applicable. Investmentsin associates are recognised using the equity method.

4.2 Methodsappliedtoconvertpositionsdenominatedinforeigncurrencies

Transactions denominated in foreign currencies are translated into PLN at the rate on the transaction date. As at the reporting date:

  • monetary items are translated at the closing NBP rate;
  • non-monetary items are valued at historical cost in foreign currency at an exchange rate on the day of the transaction;
  • non-monetary items measured at fair value in foreign currency are translated at an exchange rate on the day of fair value measurement.

Foreign exchange differences resulting from translation are recognised in profit or loss or, in cases specified in the accounting policies applied, recorded in the value of assets.

Exchange differences resulting from translation of non-monetary items, such as equity instruments measured at fair value through profit or loss, are recognised as a change in fair value. Exchange differences resulting from translation of non-monetary items, such as equity instruments classified as financial assets available for sale, are recognised in other comprehensive income. Exchange differences resulting from translation of assets and liabilities of foreign entities with functional currency otherthan functional currency of the parent company are recognised in separate position of the equity.

4.3 Operatingsegments

An operating segment is a component of the Group:

  • that engagesin business activitiesfrom which it may earn revenues and incur expenses,
  • whose operating results are regularly reviewed by the entity's chief operating decision maker in the Group to make decisions about resources to be allocated to the segment and assess its performance,
  • for which discrete financial information is available.

Due to the types of production processes as well as the current system of regulation within PGE Group, the following segments are distinguished:

  • Conventional Generation,
  • Renewables,
  • Supply,

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  • Distribution,
  • Other activities, which includes the activities of subsidiaries other than listed above, but not material enough to create separate segments.

Segment revenues are revenues, including both sales to external customers and inter-segment transfers within the Group that are presented in profit or loss of the Group and can be directly attributed to the segment together with a relevant portion of revenue that can be allocated on a reasonable basis to the segment. Segment expenses include cost of sales to external customers and the cost of inter-segment transfers within the Group, which results from operating activities of the segment and can be directly attributed to the segment together with a relevant portion of entity's expenses that can be allocated on a reasonable basis to the segment. Segment result is a difference between revenues and expenses of the segment.

Segment assets are those operating assets that are used by that segment in its operating activity and that can be directly attributed to the segment or can be allocated on a reasonable basis to the segment. Segment liabilities are those operating liabilities that result from operating activities of the segment and can be directly attributed to the segment or can be allocated on a reasonable basis to the segment. Segment assets and liabilities do not include settlements connected with income tax.

4.4 Revenues

Revenues are measured at the fair value of the consideration received or due. Revenues are recognised after deducting value added tax (VAT), excise tax and othersales-based taxes as well as discounts. When recognising revenue, the criteria specified below are also taken into account.

Revenue from sale of goods and products

Revenues from the sale of goods and merchandise are recognised when related risks and rewards have been transferred and when the amount of revenue can be reliably measured and costs incurred can be reliably estimated. In particular, revenues from the sale of electricity are recognised at the time of delivery.

Revenue from the sale of goods and products mainly includes:

  • amounts receivable from: wholesale and retail sales of electricity, sales of heat energy, gas, lignite, certificates of energy origin from renewable energy sources, certificates of production of energy in high efficiency cogeneration plants, greenhouse gas emission rights, distribution and transmission services and other services relevant to core business,
  • amountsreceivable from sales of materials and merchandise not mentioned above.

Revenue from sale ofservices

Revenue from services rendered is recognised when the service is performed. Revenue from the provision of unfinished long-term services in the period from contract date to reporting date - after subtracting revenue recognised in previous reporting period - is determined proportionally to the services'status, if thisstatus can be determined reliably.

When the outcome of a contract cannot be estimated reliably, the Group recognises revenue only to the extent of the expenses recognised that are recoverable.

Connection fees

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PGE Dystrybucja S.A. generates revenues from connecting clients to the network, so-called connection fees. According to the interpretation IFRIC 18 Transfers of Assets from Customers, starting from July 1, 2009 these revenues are recognised at once when the service is performed. Feesreceived priorto July 1, 2009 are recognised as deferred income and settled through the period of 25 years.

Revenuesfrom LTC compensations

Producers of electric energy, who joined the program of early termination of long-term contractsfor sale of capacity and electricity, are entitled to receive compensationsto coverstranded costs. The compensations are paid in the form of annual advances asfour quarterly instalments which are adjusted on yearly basis. At the end of the adjustment period, the final amount of stranded costs will be determined. Due to the above, the producers of electricity of the PGE Group estimate and recognize the revenue from LTC compensationsin the amount in which it will be finally approved forthe given period, i.e. after annual and final adjustments expected as at the date of the preparation of the consolidated financial statements and the final adjustment. Allocation of the final adjustment to the respective reporting period is based on estimated schedule of sales of electricity and system services in the adjustment period, including the final adjustment.

Revenues adjustmentsin respect of LTC compensations arising from court decisions are presented in other operating activities.

4.5 Costofgoodssold

Cost of goodssold includes:

  • production costs incurred in the reporting period adjusted for related changes in inventories (finished goods, semi-finished products and production in progress) and costs related to production of goodsfor the Group's own use,
  • value of electricity, certificates of origin for energy and gassold, and goods and materials at purchase prices.

Coststhat can be directly attributable to revenuesrecognised by the Company are recognised in profit orlossforthe reporting period in which the revenues were recognised.

Coststhat can only be indirectly attributed to revenues or other economic benefitsrecognised by entities, are recognised in the profit or loss in the reporting periods, to which they relate in accordance with accrual basis of accounting, taking into account the principles of measurement of property, plant and equipment and inventories.

4.6 Taxes

Corporate income tax recognised in profit or loss comprises current income tax and deferred income tax, that are actual fiscal charges for the reporting period calculated by the Group entities in accordance with regulations of the Corporate Income Tax Act and the change in deferred tax assets and deferred tax liabilities otherthan the ones charged or credited directly to equity.

Deferred tax asset or deferred tax liability are calculated on the basis of temporary differences between the carrying amount of a given asset orliability and itstax base and tax lossthat isrecoverable in the future.

A deferred tax liabilitiesisrecognised for all taxable temporary differences.

A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised.

The carrying amount of a deferred tax asset and deferred tax liability is reviewed at each reporting date. Deferred tax assets and deferred tax liabilities are classified aslong-term. The Group offsets deferred tax asset and liabilities, at the level of each company of the Group.

The Group reduces the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available to allow deferred tax asset to be utilised partially or entirely.

4.7 Earningspershare

Earnings per share for each period is calculated by dividing profit or loss attributable to equity holders of the parent company by the weighted average number ofshares outstanding during the reporting period.

The entity calculates diluted earnings per share by dividing profit or loss attributable to ordinary equity holders of the Company (after deduction of interest on redeemable convertible preference shares) by the weighted average number of shares outstanding during the period (adjusted by the number of dilutive options or dilutive redeemable convertible preference shares).

4.8 Property,plantandequipment

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Property, plant and equipment are assets:

  • held for use in the production orsupply of goods or services, for rental to others, or for administrative purposes and
  • expected to be used for more than one year.

After initial recognition, an item of property, plant and equipment is measured at carrying amount, i.e. initial value (or deemed cost for items of property, plant and equipment used before the transition to IFRS) less any accumulated depreciation and any impairment losses. Initial value comprises purchase price including all costs directly attributable to the purchase and bringing the asset into use. The cost comprises estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having it used for purposes other than to produce inventories. As at the date of acquiring or manufacturing of an item of property, plant and equipment, the Group identifies and distinguishes all components being a part of a respective asset that are significant as compared to the acquisition price, cost of manufacture or deemed cost, and depreciates them separately. The Group also recognises the costs of major overhauls, periodic inspectionsthat meet the definition of component as components of property, plant and equipment.

The depreciable amount is the cost of an asset less its residual value. Depreciation commences when the asset is available for use. Depreciation is based on a depreciation plan reflecting the future useful life of the asset. The depreciation method used reflects the pattern in which the asset's future economic benefits are expected to be consumed by the entity. Major inspection and overhauls recognised as a component of property, plant and equipment are depreciated starting from the next month after finishing the inspection/overhaul until the beginning of the next majorinspection/overhaul.

The following useful lives are adopted for particular groups of property, plant and equipment:

Group Average remaining amortisation
period in years
Most frequently applied total
depreciation periods in years
Buildings and structures 15 20 – 67
Machinery and equipment 13 4 – 40
Vehicles 6 4 – 33
Other property, plant and equipment 3 3 – 27

Depreciation methods, depreciation rates and residual values of property, plant and equipment are verified at least each financial year. Changesidentified during verification are accounted for as a change in an accounting estimate and possible adjustmentsto depreciation amounts are recognised in the yearin which the verification took place and in the following periods.

If there is an impairment loss on property, plant and equipment to be recognised PGE Group applies principles described in note 4.11.

Investments relating to fixed assets under construction or assembly are recognised at cost of acquisition or cost of manufacturing less impairment losses. Property, plant and equipment under construction is not depreciated until the construction is completed and the items are available for use.

Stripping costs

Surface mines from the Group recognise stripping costs incurred during the construction and start of the mine as assets and present them as property, plant and equipment. From the beginning of lignite exploitation those capitalized cost are systematically depreciated using the natural method of depreciation based on the amount of the lignite extracted.

If the conditions of the IFRIC 20 interpretation are met, mines also recognize as a property, plant and equipment so-called deferred stripping cost, i.e. stripping costs incurred during the production phase. The value of the assets arising due to stripping costs in the production phase is determined based on the model that takesinto account, inter alia, the estimated value of the overall N-W ratio (the proportion of overburden to lignite) and annual real rate of N-W. An asset arising due to stripping costs is systematically depreciated using the natural method of depreciation based on the amount of lignite extracted from the given deposit.

Costs of rehabilitation of post-exploitation surface mining properties

Surface mines operating in the Group capitalize in the value of the corresponding component of fixed assets estimated costs of rehabilitation of post-exploitation mining properties in the proportion of the volume of the excavation resulting from stripping of overburden at the reporting date to the planned volume of excavation resulting from stripping of overburden at the end of exploitation period.

Capitalised costs of rehabilitation are systematically depreciated using the natural method of depreciation based on the amount of lignite extracted from a particularfield.

4.9 Intangibleassets

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An intangible asset is an identifiable non-monetary asset without physicalsubstance,such as:

  • economic rights acquired by the Group entities and recognised in non-current assets, with an economic useful life exceeding one year intended to be used by the Group,
  • development costs,
  • goodwill excluding internally generated goodwill,
  • acquired right of perpetual usufruct of land,
  • easements acquired and set free.

The right of perpetual usufruct of land obtained free of charge by an administrative decision is not recognised in the statement of financial position.

As at the date of initial recognition, an intangible asset is measured at acquisition cost or production cost with respect to development costs. After initial recognition, an intangible asset shall be carried at its cost less any accumulated amortisation and any accumulated impairment losses. The cost of an internally generated intangible asset, except for development costs, are not capitalized and are recorded in profit orlossforthe period when the related cost wasincurred.

The Group assesses whether the useful life of intangible assets is definite or indefinite. If the useful life is definite, the Group estimates the length of useful period, the volume of production or other measures as the basis to define the useful life. An intangible asset is regarded as having an indefinite useful life when, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflowsforthe Group.

The amortisable amount of an intangible asset with a definite useful life shall be allocated on a systematic basis over its useful life. Amortisation starts when the asset is available for use.

Intangible assets with a definite useful life are amortized over their useful life and analysed for potential impairment, if there are indications of impairment. Amortisation periods and amortisation methods of intangible assets with a definite useful life are verified at least each financial year. Changes in the expected useful lives and in the expected pattern of consumption of the future economic benefits embodied in the asset are treated as change of estimate.

Intangible assets with an indefinite useful life and those not being used are subject to impairment testing each year. The following useful lives are adopted forintangible assets:

Group Average remaining amortisation Most frequently applied total
period in years amortisation periods in years
Acquired patents and licences 2 3 – 20
Cost of finished development works 3 3 – 20
Other 16 3 – 25

An intangible asset arising from development phase of a projectshall be recognised if, and only if, the Group can demonstrate all of the following:

  • the technical feasibility of completing the intangible asset so that it will be available for use or sale,
  • its intention to complete the intangible asset and use or sell it,
  • its ability to use orsell the intangible asset,
  • how the intangible asset will generate probable future economic benefits,
  • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset,
  • its ability to reliably measure the expenditure attributable to the intangible asset during its development.

4.10 Borrowingcosts

Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds. Borrowing coststhat are directly attributable to the acquisition, construction or production of a qualifying asset form part of the cost of that asset. Other borrowing costs are recognised as an expense. Exchange differences arising from foreign currency borrowings the Group capitalizes to the extent that they are regarded as an adjustment to interest costs.

4.11 Impairmentofnon-financialassets

The Group assesses at each reporting date whether there is any indication that a component of non-financial assets may be impaired. If any such indication exists, or if there is a need to perform an annual impairment testing, the Group estimates the recoverable amount of the asset or cash-generating unit.

Recoverable amount is defined as the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use. Recoverable amount is determined for an individual asset, unlessthe asset does not generate cash inflowsthat are largely independent of those from other assets or groups of assets. If the carrying amount is higher than the recoverable amount, an impairment loss is recorded. When estimating the value in use of an asset, future cash flows are discounted to the present value using a discount rate before tax, which represents current market estimate of time value of money and risk relevant to an asset. Impairment losses applicable to assets used in continuing operations are recognised in costsrelating to the function of impaired assets.

4.12 Financialassets

`

Financial assets are classified in the following categories:

  • Held-to-maturity investments
  • Financial assets at fair value through profit or loss
  • Loans and receivables
  • Available-for-sale financial assets

Financial assets carried atfair value through profit or loss

A financial asset at fair value through profit or loss is a financial asset that meets either of the following conditions:

  • It is classified as held-for-sale. A financial asset is classified as held-for-sale if it is:
  • acquired or incurred principally for the purpose of selling in the near term,
  • part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking, or
  • a derivative, except for a derivative that is a designated and effective hedging instrument.
  • Upon initial recognition it is designated by the entity as at fair value through profit or loss. Any financial asset within the scope of this standard may be designated when initially recognized as a financial asset at fair value through profit or loss except for investments in equity instruments that do not have a quoted market price in an active market, and whose fair value cannot be reliably measured.

These instruments are measured at fair value as at the reporting date. Gain or loss on financial assets classified to the FVP portfolio are recognised in the financialresult and and not decreased by amount of interest.

Loans and receivables

Loans and receivables are financial assets other than derivatives with identified or identifiable payments, not listed on an active market. They are classified as current assets if their maturity does not exceed 12 months from the reporting date. Loans and receivables with maturity exceeding 12 months are classified as non-current assets. Loans and receivables are recognised at amortised cost.

Trade receivables are measured at least at each reporting date in the amount due, i.e. at the nominal value increased by applicable penalty interest, in accordance with the principle of prudence, i.e. less applicable impairment allowances. Impairment allowances on receivables are recognised as other operating expenses or finance costs. Non-current receivables are measured at present (discounted) value.

Available-for-sale assets

All other financial assets are available-for-sale financial assets. Financial assets available for sale are recognised at fair value as at each reporting date. Fair value of an instrument which does not have a quoted market price is estimated with regardsto another instrument of similar characteristics or based on future cash flows relevant to an investment asset (measurement using discounted cash flow method).

Positive and negative differences between fair value of available-for-sale financial assets (if their price is determinable on a regulated active market orif the fair value may be estimated by some otherreliable method) and cost, net of deferred tax, are recognised in other comprehensive income, except for:

  • impairment losses,
  • exchange gains and losses arising on monetary assets,
  • interest recognised using the effective interest rate method.

Dividends from equity instrument in the AFS portfolio are recognised in profit or loss on the date that the entity's right to receive payment is established.

4.13 Derivativesandhedginginstruments

The Group uses derivativesin order to hedge against interest rate risk and exchange rate risk. The most frequently used derivatives are forward contracts and interest rate swaps (IRS). Such derivatives are measured at fair value. Depending on whether the valuation of a derivative is positive or negative, it isrecognised as a financial asset orfinancial liability, respectively.

The gain or lossresulting from the change in fair value of a derivative not qualifying for hedge accounting, isrecognised directly in profit orloss.

The fair value of currency forward contracts is estimated with reference to current forward rates for contracts of similar maturity. Fair value of interestrate swapsis estimated with reference to the market value ofsimilarfinancial instruments.

4.14 Hedgeaccounting

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Changes in fair value of derivative financial instruments designated as cash flow hedges CCIRS (Cross Currency Interest Rate Swap) and IRS (Interest Rate Swap) are recognised in hedging reserve in the portion determined to be an effective hedge, while the ineffective portion of the hedge isrecognised in profit orloss.

The accumulated changes in fair value of hedging instrument, previously recognised in hedging reserve are transferred to profit or loss in the period or periodsin which the hedged item affects profit or loss. Alternatively, if the hedge of a planned transaction resultsin the recognition of non-financial assets or non-financial liabilities, the Group excludes the amount from equity and includes it in the initial cost or other carrying amount of a non-financial asset orliability.

4.15 Inventories

Inventories are assets held for sale in the ordinary course of business, in the process of production for such sale, or in the form of materials orsuppliesto be consumed in the production process orin providing services.

Inventories comprise:

  • materials
  • finished goods
  • work in progress
  • energy origin rights purchased rights of origin for energy produced from renewable energy sources, rights of origin for energy relating to energy generated in cogeneration and rightsto energy efficiency certificates,

merchandise (especially CO2 emission allowancesintended for re-sale).

Inventories are measured at lowerthe of cost and netrealizable value.

CO2 emission rights acquired in order to realise profits from fluctuations in market prices are measured at fair value less costs of disposal.

Cost of usage of inventoriesis determined asfollows:

  • Materials and merchandise (except for CO2 emission allowances) using FIFO method;
  • CO2 emission allowances
  • acquired in order to realise profitsfrom fluctuations in market prices- using detailed identification method,
  • purchased for resale to conventional generating unitsin PGE Group according to the FIFO method.
  • Energy origin rights- using detailed identification method.

As at reporting date, the cost of inventories cannot be higher than net realisable value. Impairment losses on inventories are recognised in operating expenses. When the realisable value of a specific item of inventory is recovered fully or partially, its carrying amount is adjusted by decreasing revaluation adjustment.

4.16 CO2emissionrightsforcaptiveuse

European Union Allowances (EUA) for carbon dioxide emissions intended for captive use of power generating units and CO2 emission rights are presented in a separate line in the statement of financial position. EUAs received free of charge are recognised in the statement of financial position in nominal value, which is zero. Purchased EUAs are recognised at purchase price. Use of CO2 emission allowancesfor captive use is measured based on FIFO method.

4.17 Otherassets(includingprepayments)

The Group recognises an asset as a prepayment underthe following conditions:

  • an expense wasincurred in the past in relation to operating activity,
  • it can be reliably measured,

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it refers to future reporting periods.

Prepayments are recognised atreliably measured amounts, relate to future periods and will generate future economic benefits.

Other assets include in particular state receivables, advances for deliveries (including advances for property, plant and equipment in progress) and services and dividend receivables.

4.18 Cashandcashequivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changesin value.

4.19 Non-currentassetsclassifiedasheldforsale

Non-current assets classified as held forsale are those which comply simultaneously with the following criteria:

  • the appropriate level of management (General Shareholders Meeting, Supervisory Board, Management Board) is committed to a plan to sell the asset,
  • the assets are available for immediate sale in their present condition,
  • an active program to locate a buyer has been initiated,
  • the sale transaction is highly probable and can be settled within 12 months following the decision,
  • the selling price is reasonable in relation to its current fair value,
  • it is unlikely that significant changes to the sales plan of these assets will be made.

Non-current assets (or disposal groups) classified as held for sale are not subject to depreciation. Non-current assets or group of assets classified as held forsale are measured at the lower of carrying amount and fair value less coststo sell. In the consolidated statement of financial position assets(or disposal groups) classified as held forsale are presented in separate line of current assets.

4.20 Equity

Equity isstated at nominal value, classified by nature, in accordance with legalregulations and the Company's Articles of Association.

Share capital, reserve capital and other capital reserves in the consolidated financial statements are the ones of the parent company. Hedging reserve, foreign exchange differences from translation on foreign entities and retained earnings include both the amounts deriving from the financial statements of the parent company and the relevant portion of the subsidiaries' equity, established in accordance with the consolidation principles. Declared, but not contributed, share capital contributions are recognised as outstanding share capital contributions as negative value.

In the consolidated statement of financial position equity is divided into:

  • Equity attributable to equity holders of the parent company,
  • Equity attributable to non-controlling interests

4.21 Provisions

The Group recognises provisions when there is present obligation (legal or constructive) that arises from past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

When the effect of the time value of money is significant, the amount of a provision is the present value of the expenditures expected to be required to settle the obligation. The discount rate is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The discount rate does not reflect risks for which future cash flow estimates have been adjusted.

Post-employment and jubilee awards provision

Depending on the entity, the Group's employees are entitled to the following post-employment benefits:

  • retirement and pension benefits paid once when the employee retires or becomes a pensioner,
  • post-mortem severance,
  • cash equivalent related to energy tariff for employees of power industry,
  • coal allowance given in nature or paid as a cash equivalent,
  • benefitsfrom the Social Fund,
  • medical benefits.

The Group's employees are also entitled to receive jubilee awards that are paid after an employee has worked for a specified period of time. The amount of awards paid depends on the period ofservice and the average remuneration of the employee.

The Group recognises a provision for future obligations relevant to past service costs and jubilee awards for the purpose of assigning coststo the periodsin which they are incurred. The provision raised isrecognised as an operating expense in the amount corresponding with accrued future employees' benefits. The present value of these obligationsis measured by an independent actuary.

Actuarial gains and losses arising from the change of actuarial assumptions (including change in discount rate) and ex post actuarial adjustments are recognised in other comprehensive income for post-employment benefits and in operating expenses of the current period forjubilee awards.

Rehabilitation provision

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The mining companies which belong to the Group raise provisionsfor costs of rehabilitation of post-exploitation mining properties. The value of the provision is based on the estimated cost of rehabilitation and development works related to final excavations. This cost is divided into the part attributable to stripping cost and the part attributable to mined lignite. The provision is created:

  • for the part attributable to mined lignite: in the proportion of the extracted lignite as at the reporting date to the total planned volume of extraction over the period of the lignite deposit exploitation,
  • for the part attributable to the stripping cost: in the proportion of the volume of the excavation resulting from stripping of overburden as at the reporting date to the planned excavation volume resulting from stripping of overburden at the end of exploitation period.

In case of rehabilitation of ash storages (production waste from electricity production) the cost of provision is recognised in operating expensesin proportion to the extent ofstorage filling, whereasthe reversal of the discount isrecognised in the financial expenses.

Provision for rehabilitation of grounds after wind farms is created when the farm is brought into use in the present value of estimated costs of dismantling and removal of remaining devices, constructions and buildings and also cost of bringing grounds to condition as close to itsstate priorthe commissioning the farm as possible.

Estimates concerning expected costs of rehabilitation are subject to revaluation at least once in a 5-year-period. However, once a year the amount of provision is verified according to actual assumptions in terms of inflation rate, discount rate and the volume of lignite extraction orthe extent ofstorage filling, respectively.

The increase in the provision concerning the given year is recognised in operating expenses or in the initial value of property plant and equipment, respectively. The unwinding of the discount is recognised in financial expenses. Changes in the valuation of provisions resulting from the change of assumptions (e.g. macroeconomic factors, way of conducting the rehabilitation, date, etc.), are recognised in the following way:

  • for the provisions recognised as the part of the cost of property, plant and equipment: they are added to or deducted from the costs of the asset to which they relate, however the amount deducted from the cost of the asset should not exceed its carrying amount;
  • as other operating expenses or other operating income in other cases.

Provision for deficit of CO2 emission allowances

The provision for deficit of CO2 emission allowances is created by PGE Group entities for the shortfall of CO2 emission allowances obtained free of charge. The provision is measured at the best estimate of the expenditure to be incurred to fulfil the existing obligations as atreporting date, taking into accountrecorded EUA obtained free of charge and EAU purchased.

Provisions are recognised in the statement of comprehensive income as operating expenses (as costs of goods sold in cost by function and taxes and chargesin cost by nature).

Provisionsfor energy origin rights held for redemption

The provision is created based on the requirement of the percentage share of the renewable energy and the energy generated in cogeneration units in the total sales of electricity to end users and the volume of sales to a end users. To the extent of owned energy origin rights held for redemption the provision is recognised at the value of those rights. The provision for the energy origin rights missing is measured at a reliably estimated amount of future obligation of redemption. When making the estimate, the Group takes into accountsubstitution fees and prices. The provision isrecognised in distribution and selling expenses.

4.22 Liabilities

Liabilities are the Group's present obligations, arising from past events, settlement of which will cause an outflow of resources embodying economic benefitsfrom the Group.

The Group dividesliabilitiesinto the following categories:

  • financial liabilities at fair value through profit or loss,
  • other financial liabilities measured at subsequent reporting dates at amortized cost,
  • non-financial liabilities.

When the effect of the time value of money issignificant, liabilities are presented at discounted value.

4.23 TheSocialFundandOtherSpecialFunds

The Social Fund Act of March 4, 1994 states that a Social Fund is created by employers employing over 20 employees (calculated using full time equivalents). The Group's entities create such a fund and make periodic contributions to it. The objective of the fund is to subsidize the social activity for employees of the Group, loans granted to its employees and other social expenses. Contributions to the Social Fund are recognised as an expense in the period in which they are incurred.

The assets and liabilities of the Social Fund are netted off in the financial statements. In addition, as described in note 22, the Group creates provision forthe post-employment benefitsfrom the Social Fund.

4.24 Deferredincomeandgovernmentgrants

Deferred income isrecognised underthe principle of prudence and accrual basis of accounting. Deferred income comprises:

  • amounts received or due from business partners to be realised in subsequent reporting periods. Deferred income form connection fees that were received before July 1, 2009 is amortised evenly to sales revenues,
  • funds obtained to finance acquisition or production of property, plant and equipment and intangible assets,
  • property, plant and equipment and intangible assets acquired free of charge. Deferred income is amortised to other operating income in line with the depreciation charges on these assets.

Government grants are recognised if there is a reasonable assurance that the grant will be received and all the related conditions will be met. Government grantsrelated to assets are amortized to other operating income proportionally to the depreciation charges on these assets.

4.25 Lease

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Classification of the lease is made at the lease inception, based on the economic substance of the lease agreement.

A finance lease is a lease that transfers substantially all the risks and rewards incidental to the Group. At the commencement of a finance lease, the leased asset and the leased liability are recorded at the lower of the fair value of the leased asset or the present value of the minimum lease payments. Any initial direct costs of the lessee are added to the amount recognised as an asset. Lease payments shall be apportioned between reduction of the outstanding liability and the finance charge. Finance costs are recognised as finance costsin the statement of comprehensive income during the lease period.

An operating lease is a lease under which the lessor retainssignificant part of the risks and rewardsincidental to ownership of the asset. Lease payments under an operating lease are recognised as an expense on a straight-line basis over the lease term unless another systematic basisis more representative of the time pattern of the user's benefit.

4.26 Statementofcashflows

The statement of cash flowsis prepared using the indirect method.

5. Changesinaccountingprinciplesanddatapresentation

New standards and interpretations which became effective on January 1, 2017

The accounting principles applied in preparing these consolidated financial statements are consistent with those applied in preparing the Company's consolidated financial statements for the year ended December 31, 2016, except as stated below. The following amendments to IFRSs are applied in these financial statements as of their effective date however they did not have material impact on the presented and disclosed financial information orthey were not applicable to the Group'stransactions:

  • Amendmentsto IAS 7 Disclosure Initiative
  • Amendmentsto IAS 12 Recognition of deferred tax assetsfor unrealised losses
  • Amendments resulting from IFRS annual improvement cycle 2014-2016 amendments to IFRS 12 clarifications regarding the scope of the standard.

The Group decided not to apply early any other standards, interpretations or amendments that were published but are not yet effective.

CO2 emission rightsfor captive use

In the consolidated statement of financial position for 2016, PGE Group presented CO2 emission allowances for captive use as shortterm. In 2017, the Group changed this presentation method and in these financial statements divides these into short- and long-term. According to the Group's management, this amended presentation will more correctly reflect the nature of thisitem.

Given the above, PGE Group restated its comparative data presented in the statement of financial position. The restatement is presented in the table below. Information presented in note 15 to these financialstatements was also restated accordingly.

Assets classified as held forsale were presented in separate line.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

`

As at
January 1, 2016
published data
Change in
presentation
As at
January 1, 2016
restated data
NON-CURRENT ASSETS, including:
CO2 emission rights for captive use - 1,322 1,322
TOTAL NON-CURRENT ASSETS 49,586 1,322 50,908
CURRENT ASSETS, including:
CO2 emission rights for captive use 2,172 (1,322) 850
Assets classified as held for sale 16 (16) -
TOTAL CURRENT ASSETS 11,710 (1,338) 10,372
ASSETS CLASSIFIED AS HELD FOR SALE - 16 16
TOTAL ASSETS 61,296 - 61,296
As at
December 31, 2016
published data
Change in
presentation
As at
December 31, 2016
restated data
NON-CURRENT ASSETS, including:
CO2 emission rights for captive use - 1,157 1,157
TOTAL NON-CURRENT ASSETS 54,075 1,157 55,232
CURRENT ASSETS, including:
CO2 emission rights for captive use 2,349 (1,157) 1,192
Assets classified as held for sale 12 (12) -
TOTAL CURRENT ASSETS 13,399 (1,169) 12,230
ASSETS CLASSIFIED AS HELD FOR SALE - 12 12
TOTAL ASSETS 67,474 - 67,474

EXPLANATORYNOTESTOTHE CONSOLIDATEDFINANCIAL STATEMENTS

EXPLANATORY NOTES TO OPERATING SEGMENTS

6. Informationonoperatingsegments

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PGE Group companies conduct their business activities based on relevant concessions, including primarily concession on: production, trading and distribution of electricity, generation, transmission and distribution of heat, granted by the President of Energy Regulatory Office and concessions for the extraction of lignite deposits, granted by the Minister of the Environment. Concessions, as a rule, are being issued forthe period between 10 and 50 years. PGE Group's key concessions expire in the years 2020-2038.

Relevant assets are assigned to the held concessions on lignite mining and generation and distribution of electricity and heat, which was presented in detailed information on operating segments. For its concessions concerning electricity and heat the Group incurs annual charges dependent on the level of turnover, whereasfor conducting licensed extraction of lignite the exploitation charges as well asfees for the use of mining are borne. The exploitation charges depend on the current rate and the volume of the extraction. In 2017, PGE Group's concessions costs amounted to PLN 6 million (PLN 5 million in 2016), exploitation charges and mining usufruct charges amount to PLN 129 million in 2017 and PLN123 million in 2016.

PGE Group presents information on operating segments in the current and comparative reporting period in accordance with IFRS 8 Operating Segments. PGE Group'ssegment reporting is based on the following businesssegments:

  • Conventional Generation comprises exploration and mining of lignite and production of electricity in the Group's power plants and heat and power plants as well as ancillary services,
  • Renewables comprise generation of electricity in pumped-storage power plants and from renewable sources,
  • Supply includes sales and purchases of electricity and gas on the wholesale market, trading in emissions certificates and energy origin rights,sales and purchases of fuel, as well assales of electricity and rendering services to end users,
  • Distribution comprises management over local distribution networks and transmission of electricity,
  • Other operations comprise services rendered by the subsidiaries for the Group, e.g. fund raising, IT, telecommunication, accounting and HR, and transport services. Additionally, the other operations segment comprises the activities of a subsidiary whose main business is preparation and implementation of a nuclear power plant construction project, investment is start-up and setting up e-mobility system.

Organisation and management over PGE Group is based on segment reporting separated by nature of the products and services provided. Each segment represents a strategic business unit, offering different products and serving different markets. Assignment of particular entitiesto operating segmentsis described in note 1.3 of these financial statements. As a rule, inter-segment transactions are disclosed as if they were concluded with third parties – under market conditions. An exception to this rule were new bonds issued by subsidiaries belonging the tax group with interest rates below market rates and settlements of tax losses within the tax group. From January 1, 2018 all transactions are on market terms.

When analysing the results of particular business segments the management of PGE Group draws attention primarily to EBITDA reached.

Seasonality of businesssegments

Main factors affecting the demand for electricity and heat are: weather conditions – air temperature, wind force, rainfall, socioeconomic factors – number of energy consumers, energy carriers prices, growth of GDP and technological factors – advances in technology, product manufacturing technology. Each of these factors has an impact on technical and economic conditions of production, distribution and transmission of energy carriers, thusinfluence the results obtained by PGE Group.

The level of electricity sales is variable throughout a year and depends especially on weather conditions - air temperature, length of the day. Growth in electricity demand is particularly evident in winter periods, while lower demands are observed during the summer months. Moreover, seasonal changes are evident among selected groups of end users. Seasonality effects are more significant for householdsthan forthe industrialsector.

In the Renewables segment, electricity is generated from natural resources such as water, wind and sun. Weather conditions are an important factor affecting electricity generation in thissegment.

Sales of heat depend in particular on air temperature and are higherin winter and lowerin summer.

6.1 Informationonbusinesssegments

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Information on businesssegmentsforthe year ended December 31,2017

Conventional
generation
Renewables Supply Distribution Other activity Consolidation
adjustments
Total
STATEMENTOF PROFITOR LOSS
Salesrevenuesfrom external customers 6,079 597 14,006 2,234 149 35 23,100
Inter-segmentsales 6,996 127 1,656 4,158 300 (13,237) -
TOTAL SEGMENT REVENUE 13,075 724 15,662 6,392 449 (13,202) 23,100
Cost of goodssold (10,439) (738) (13,582) (4,974) (428) 12,546 (17,615)
EBIT *) 1,754 (36) 784 1,166 (88) 40 3,620
Netfinancial income /(expenses)
Share of profit/(loss) of entities
(370)
accounted for using the equitymethod 40
PROFIT BEFORE TAX 3,290
Income tax (623)
NET PROFIT/(LOSS) FOR THE
REPORTINGPERIOD 2,667
Depreciation, amortisation, disposal and
impairmentlossesrecognised in profit 2,345 400 27 1,167 131 (40) 4,030
orloss
EBITDA **) 4,099 364 811 2,333 43 - 7,650
ASSETS AND LIABILITIES
Segment assets excluding trade 43,096 3,232 1,129 17,084 546 (903) 64,184
receivables
Trade receivables 1,459 107 3,009 859 75 (2,350) 3,159
Shares accounted for using the equity 634
method
Unallocated assets 4,129
TOTAL ASSETS 72,106
Segmentliabilities excluding trade 8,977 357 1,162 2,044 99 (151) 12,488
liabilities
Trade liabilities 1,356 41 2,084 324 31 (2,186) 1,650
Unallocated liabilities 11,615
TOTAL LIABILITIES 25,753
OTHER INFORMATIONONBUSINESS
SEGMENT
Capital expenditures 4,899 81 14 1,716 126 (85) 6,751
Acquisition of property, plant and
equipment, intangible assets as part of 5,426 - 2 - 24 - 5,452
acquisition of new companies***)
Impairment allowances on financial and
non-financial assets
919 134 6 10 37 - 1,106
Other non-monetary expenses ****) 1,820 16 829 162 30 2 2,859

*) EBIT = operating profit(loss)

**) EBITDA = EBIT + depreciation, amortization, disposal and impairmentlosses(PPE, IA,IP, goodwill)that are recognised in profit orloss

***) Including goodwill arising on initialrecognition of assets acquired from EDF

***) Non-monetary expenses include mainly changes in provisions such as: rehabilitation provision, provision for CO2 emission rights, provision for jubilee awards and employee tariffthat are recognised in profit orloss and other comprehensive income.

Information on businesssegmentsforthe year ended December 31,2016

Conventional
generation
Renewables Supply Distribution Other activity Consolidation
adjustments
Total
STATEMENTOF PROFITOR LOSS
Salesto external customers 11,303 657 13,711 1,979 406 36 28,092
Inter-segmentsales 435 60 2,303 3,939 282 (7,019) -
TOTAL SEGMENT REVENUE 11,738 717 16,014 5,918 688 (6,983) 28,092
Cost of goodssold (9,077) (1,215) (14,095) (4,534) (633) 6,380 (23,174)
EBIT *) 2,691 (770) 473 1,104 (64) 78 3,512
Netfinancial income /(expenses) (193)
Share of profit/(loss) of entities
accounted for using the equitymethod
3,274
(708)
2,566
3,864
orloss
EBITDA **) 4,182 365 500 2,230 67 32 7,376
ASSETS AND LIABILITIES
Segment assets excluding trade
2,705
402
12,482
Trade payables 602 36 1,194 264 75 (1,195) 976
Unallocated liabilities 11,241
TOTAL LIABILITIES 24,699
OTHER INFORMATIONONBUSINESS
SEGMENT
8,152
104 865 (108) 11 1 (1) 872
PROFIT BEFORE TAX
Income tax
NET PROFIT/(LOSS) FOR THE
REPORTINGPERIOD
Depreciation, amortisation, disposal and
impairmentlossesrecognised in profit
receivables
Trade receivables
Shares accounted for using the equity
method
Unallocated assets
TOTAL ASSETS
Segmentliabilities excluding trade
liabilities
Capital expenditures
Impairment allowances on financial and
non-financial assets
Other non-monetary expenses ***)
1,491
35,862
481
8,570
6,179
768
1,135
3,566
105
349
144
5
27
970
2,499
1,378
23
396
1,126
16,549
833
1,922
1,721
26
131
961
106
158
170
33
(46)
(772)
(1,319)
105
(85)
-
(45)
57,136
7,231
67,474
1,228

*) EBIT = operating profit(loss)

`

**) EBITDA = EBIT + depreciation, amortization, disposal and impairmentlosses(PPE, IA,IP, goodwill)that are recognised in profit orloss

***) Non-monetary expenses include mainly changes in provisions such as: rehabilitation provision, provision for CO2 emission rights, provision for jubilee awards and employee tariffthat are recognised in profit orloss and other comprehensive income.

6.2 Informationongeographicalareas

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Geographic distribution ofsalesrevenuesforthe year ended December 31, 2017 and December 31, 2016 is asfollows:

Year ended Year ended
December 31, 2017 December 31, 2016
REVENUES FROM OPERATING ACTIVITIES
Domestic market 22,722 27,975
EU countries 334 106
Other countries 44 11
TOTAL REVENUES 23,100 28,092

Geographic distribution of assetsforthe year ended December 31, 2017 and December 31, 2016 is asfollows:

As at As at
December 31, 2017 December 31, 2016
OTHER INFORMATION ON AREA
Domestic market 67,274 59,815
EU countries 67 25
Other countries 2 1
TOTAL SEGMENT ASSETS 67,343 59,841
Domestic market 3,622 7,184
EU countries 507 47
TOTAL UNALLOCATED ASSETS 4,129 7,231
Domestic market 634 402
SHARES ACCOUNTED FOR UNDER THE EQUITY METHOD 634 402
TOTAL
TOTAL ASSETS 72,106 67,474

EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Q1
unaudited
Q2
unaudited
Q3
unaudited
Q4
unaudited
Year ended
December 31, 2017
Salesrevenues 5,741 4,879 6,073 6,407 23,100
Cost of goodssold (4,149) (3,723) (3,759) (5,984) (17,615)
GROSS PROFIT/(LOSS)ONSALES 1,592 1,156 2,314 423 5,485
Net other operating income /(expenses) 89 40 7 12 148
EBIT –OPERATINGPROFIT / (LOSS) 1,201 731 1,883 (195) 3,620
Netfinancial income /(expenses) (63) (59) (80) (168) (370)
Share of profit/(loss) of entities accounted for using the
equitymethod
9 (8) 10 29 40
PROFIT/(LOSS) BEFORE TAX 1,147 664 1,813 (334) 3,290
Income tax (184) (132) (351) 44 (623)
NET PROFIT/(LOSS) FOR THE REPORTING PERIOD 963 532 1,462 (290) 2,667
Q1
unaudited
Q2
unaudited
Q3
unaudited
Q4
unaudited
Year ended
December 31, 2016
Salesrevenues 7,133 6,533 6,897 7,529 28,092
Cost of goodssold (5,605) (6,217) (5,517) (5,835) (23,174)
GROSS PROFIT/(LOSS)ONSALES 1,528 316 1,380 1,694 4,918
Net other operating revenue /(expenses) 157 77 28 738 1,000
EBIT –OPERATINGPROFIT / (LOSS) 1,123 (171) 895 1,665 3,512
Netfinancial income /(expenses) (48) (107) (47) 9 (193)
Share of profit/(loss) of entities accounted for using the
equitymethod
- (42) (19) 16 (45)
PROFIT/(LOSS) BEFORE TAX 1,075 (320) 829 1,690 3,274
Income tax (206) (6) (173) (323) (708)
NET PROFIT/(LOSS) FOR THE REPORTING PERIOD 869 (326) 656 1,367 2,566

7. Revenuesandexpenses

7.1 Salesrevenues

`

Q1
unaudited
Q2
unaudited
Q3
unaudited
Q4
unaudited
Year ended
December 31, 2017
SALES REVENUES
Sales of merchandise and finished goods with excise tax
duty
5,743 4,949 4,910 6,477 22,079
Excise tax (125) (116) (114) (128) (483)
Revenues from sale of merchandise and finished goods,
including:
5,618 4,833 4,796 6,349 21,596
Sale of electricity 3,221 2,814 2,910 3,488 12,433
Sale of distribution services 1,574 1,453 1,473 1,581 6,081
Sale of heat 285 129 88 485 987
Sale of energy origin rights 158 87 (7) 169 407
Regulatory system services 147 125 124 155 551
Sale of gas 146 135 92 211 584
Othersales of goods and materials 87 90 116 260 553
Revenue from sale ofservices 123 46 66 54 289
Revenuesfrom LTC compensations - - 1,211 4 1,215
TOTAL REVENUE FROM SALE 5,741 4,879 6,073 6,407 23,100

Applied accounting principles (policies) and explanatory notes are an integral part of the consolidated financial statements

Q1 Q2 Q3 Q4 Year ended
unaudited unaudited unaudited unaudited December 31, 2016
SALES REVENUES
Sales ofmerchandise and finished goods with excise tax
duty 7,001 6,400 6,751 7,393 27,545
Excise tax (126) (120) (122) (133) (501)
Revenuesfrom sale of merchandise and finished goods,
including:: 6,875 6,280 6,629 7,260 27,044
Sale of electricity 4,678 4,608 4,847 5,039 19,172
Sale of distribution services 1,433 1,332 1,365 1,464 5,594
Sale of heat 283 119 81 249 732
Sale of energy origin rights 185 (39) 59 156 361
Regulatory system services 137 113 123 140 513
Sale of gas 73 58 59 106 296
Othersales of goods and materials 86 89 95 106 376
Revenue from sale ofservices 128 130 137 133 528
Revenuesfrom LTC compensations 130 123 131 136 520
TOTAL REVENUE FROM SALE 7,133 6,533 6,897 7,529 28,092

The decrease in revenues from sale of electricity in 2017, as compared to 2016 is mainly due to a lower exchange commitment. The reduction in exchange commitment starting from 2017 resulted in a greater volume of electricity being sold directly between PGE Group companies. These transactions are eliminated at the level of consolidated financialstatements.

The issue of compensationsfrom LTCsis described in note 33.1 to these financialstatements.

7.2 Costbynatureandfunction

`

Q1
unaudited
Q2
unaudited
Q3
unaudited
Q4
unaudited
Year ended
December 31, 2017
COSTS BY NATURE
Depreciation, amortisation , disposal and impairmentlosses 778 797 808 1,758 4,141
Materials and energy 758 589 634 1,124 3,105
Externalservices 671 642 668 818 2,799
Taxes and charges 863 727 735 866 3,191
Employee benefits expenses 1,098 1,094 1,023 1,260 4,475
Other costs by nature 53 53 75 102 283
TOTAL COST BYNATURE 4,221 3,902 3,943 5,928 17,994
Change in inventories (18) 2 8 4 (4)
Cost of products and servicesforthe entity's own needs (190) (246) (244) (321) (1,001)
Distribution and selling expenses (304) (296) (282) (338) (1,220)
General and administrative expenses (176) (169) (156) (292) (793)
Value of goods andmaterialssold 616 530 490 1,003 2,639
COSTOFGOODS SOLD 4,149 3,723 3,759 5,984 17,615

The y/y decline in the value of goods and materialssold (mainly purchased electricity) in 2017 resulted mainly from the aforementioned decline in revenue from the sale of electricity.

Q1
unaudited
Q2
unaudited
Q3
unaudited
Q4
unaudited
Year ended
December 31, 2016
COSTS BY NATURE
Depreciation, amortisation , disposal and impairmentlosses 731 1,522 782 949 3,984
Materials and energy 840 655 588 734 2,817
Externalservices 593 617 638 721 2,569
Taxes and charges 811 773 873 868 3,325
Employee benefits expenses 1,117 1,059 1,022 1,039 4,237
Other costs by nature 63 65 66 73 267
TOTAL COST BYNATURE 4,155 4,691 3,969 4,384 17,199
Change in inventories (29) 19 8 4 2
Cost of products and servicesforthe entity's own needs (264) (269) (251) (223) (1,007)
Distribution and selling expenses (379) (348) (350) (352) (1,429)
General and administrative expenses (183) (216) (163) (415) (977)
Value of goods andmaterialssold 2,305 2,340 2,304 2,437 9,386
COSTOFGOODS SOLD 5,605 6,217 5,517 5,835 23,174

Applied accounting principles (policies) and explanatory notes are an integral part of the consolidated financial statements

7.2.1 Depreciation,amortisation,disposalandimpairmentlosses

The following presents depreciation, amortisation, disposals and impairment losses of property, plant and equipment, intangible assets, investment propertiesin the statement of comprehensive income.

Year ended Depreciation, amortisation, disposal Impairment losses
December 31, 2017 PPA IA IP TOTAL PPA IA IP TOTAL
Cost of goods sold 2,894 87 2 2,983 958 2 (3) 957
Distribution and selling expenses 11 5 - 16 - - - -
General and administrative expenses 23 14 - 37 - 37 - 37
Recognised in profit or loss 2,928 106 2 3,036 958 39 (3) 994
Cost of products and services for the
entity's own needs
111 - - 111 - - - -
TOTAL 3,039 106 2 3,147 958 39 (3) 994
Other operating income - - - - (2) - - (2)
Year ended Depreciation, amortisation, disposal Impairment losses
December 31, 2016 PPA IA IP TOTAL PPA IA IP TOTAL
Cost of goods sold 2,691 84 1 2,776 489 284 3 776
Distribution and selling expenses 12 5 - 17 - - - -
General and administrative expenses 52 14 - 66 222 7 - 229
Recognised in profit or loss 2,755 103 1 2,859 711 291 3 1,005
Change in inventories 1 - - 1 - - - -
Cost of products and services for the
entity's own needs
119 - - 119 - - - -
TOTAL 2,875 103 1 2,979 711 291 3 1,005

7.2.2 Materialsandenergy

`

Year ended Year ended
December 31, 2017 December 31, 2016
Cost of production fuel 2,190 1,994
Renovation materials 513 475
Energy 161 148
Other 241 200
TOTALMATERIALS AND ENERGY 3,105 2,817

7.2.3 Externalservices

Year ended Year ended
December 31, 2017 December 31, 2016
Transmission services 1,900 1,561
Externalservices-repairs and exploitation 282 309
Logisticsservices 124 85
Telecommunication services 79 232
Rent and lease 44 53
IT services 83 85
Consulting services 54 31
Other 233 213
TOTAL EXTERNAL SERVICES 2,799 2,569

7.2.4 Employeebenefitsexpensesandemploymentstructure

Year ended Year ended
December 31, 2017 December 31, 2016
Payroll 3,239 3,154
Socialsecurity expenses 635 606
Retirement and pension expenses 17 11
Jubilee awards, coal benefits 105 102
Other post-employment benefits 37 37
Change in provisionsfor employee benefits (14) (146)
Cost of Voluntary Leave Programme 2 16
Other employee benefits 454 457
TOTAL EMPLOYEE BENEFITS EXPENSES, INCLUDING: 4,475 4,237
Included in costs of goodssold 3,443 3,123
Included in distribution and selling costs 264 259
Included in general and administrative expenses 490 504
Cost of products and servicesforthe entity's own needs 278 351

In the item Other costs of employee benefits the Group recognises the costs of employee pension schemes, contributions to Social Fund, cost of healthcare and training.

Employment at PGE Group (FTE) was asfollows:

`

As at
December 31, 2017
As at December 31,
2016
Conventional energy 25,382 22,788
Renewable energy 510 509
Sales 2,219 2,066
Distribution 10,200 10,239
Other consolidated companies 2,920 2,869
TOTAL EMPLOYMENT 41,231 38,471

The increase in employment in the Conventional Generation and Supply segments is related to the acquisition of assets from EDF in November 2017.

7.3 Otheroperatingincomeandexpenses

Year ended Year ended
December 31, 2017 December 31, 2016
OTHEROPERATING INCOME
Penalties, fines and compensationsreceived 112 137
Adjustment ofrevenuesfrom LTC compensations 69 148
Reversal of other provisions 48 44
Gain on liquidation/disposal of current assets 43 37
Grantsreceived 38 43
Reversal of impairment allowances 21 24
Profit on disposal of property, plant and equipment/intangible assets 13 11
Property, plant and equipment, intangible assetsreceived free of charge 11 11
Revenue from illegal energy consumption 10 6
Surpluses/ asset disclosures 9 4
Compensation forlegal proceedings' costs 4 4
Change in rehabilitation provision - 643
Other 25 59
TOTALOTHEROPERATINGINCOME 403 1,171

The issue of compensationsfrom LTCsis described in note 33.1 to these financialstatements.

Year ended
December 31, 2017
Year ended
December 31, 2016
OTHEROPERATING EXPENSES
Donations granted 43 13
Change in rehabilitation provision 42 -
Recognition of impairmentlosses 37 49
Re-invoicing 27 16
Recognition of impairmentlosses on other assets 23 1
Recognition of other provisions 21 26
Damage /failure removal 18 19
Write-off of discontinued investments and disposal of current assets 12 5
Compensation 10 5
Disposal of property, plant and equipment, intangible assetsrelated to other activity 7 6
Legal proceedings' costs 6 6
Other 9 25
TOTALOTHEROPERATINGEXPENSES 255 171

7.4 Financialincomeandfinancialexpenses

`

Year ended
December 31, 2017
Year ended
December 31, 2016
FINANCIAL INCOME FROM FINANCIAL INSTRUMENTS
Dividends 5 2
Interest 91 55
Revaluation of financial instruments 37 27
Reversal of impairment allowances 2 90
Foreign exchange gains 48 14
FINANCIAL INCOME FROM FINANCIAL INSTRUMENTS 183 188
OTHER FINANCIAL INCOME
Interest on statutory receivables 2 1
Reversal of provisions 4 1
Other 2 1
OTHER FINANCIAL INCOME 8 3
TOTAL FINANCIAL INCOME 191 191

The Group recognises interest income primarily on cash and receivables. Positive exchange differences were influenced mainly by foreign currency loans.

In the item 'Revaluation' PGE Group presents mainly measurement of hedging transactions in their ineffective part for instruments designated as cash flow hedges and in full as regards other instruments, as well as the measurement of a call option to purchase Polimex-Mostostal S.A.shares.

Year ended Year ended
December 31, 2017 December 31, 2016
FINANCIAL EXPENSES RELATED TOFINANCIAL INSTRUMENTS
Interest 176 131
Revaluation of financial instruments 14 10
Impairmentloss 97 2
Loss on disposal of investment 93 -
Foreign exchange losses 6 33
FINANCIAL EXPENSES RELATED TOFINANCIAL INSTRUMENTS 386 176
OTHER FINANCIAL EXPENSES
Interest expenses, including unwinding of the discount 172 180
Interest on statutory liabilities 1 1
Provisions creatd 1 25
Other 1 2
OTHER FINANCIAL EXPENSES 175 208
TOTAL FINANCIAL EXPENSES 561 384

Interest expenses mainly relate to bonds issued and credit and loans taken out. Interest cost (discount unwinding) on non-financial itemsrelates mainly to rehabilitation provisions and employee benefit provisions.

During the reporting period, impairment included mainly the cost of estimated loss of value of bondsissued by Autostrada Wielkopolska S.A. of book value PLN 89 million.

Loss on disposal of investment, amounting to PLN 93 million, mainly due to the sale of EXATEL S.A.shares.

7.5 Shareofprofitofassociatesandentitiesjointlycontrolledentitiesaccountedforundertheequitymethod

SHARE INVOTES PolskaGrupa
Górnicza
15.76%
Polimex
Mostostal
16.48%
ElectroMobility
Poland
25.00%
PEC Bogatynia
34.93%
YEAR 2017
Revenue 8,236 2,068 - 14
Result on continuing operations 86 65 (3) -
Share of profit of associates and jointly controlled entities 14 11 (1) -
Elimination of unrealised gains and losses 21 (5) - -
SHAREOF PROFITOF ASSOCIATES ANDENTITIES JOINTLY
CONTROLLED
35 6 (1) -
PolskaGrupaGórnicza ElectroMobility Poland PEC Bogatynia
SHARE INVOTES until X.2016 15.66%
XI-XII.2016 16.63%
25.00% 34.93%
YEAR 2016
Revenue 3,828 - 13
Result on continuing operations (332) - (1)
Share of profit of associates and jointly controlled entities (51) - -
Elimination of unrealised losses 6 - -
SHAREOF PROFITOF ASSOCIATES ANDENTITIES JOINTLY
CONTROLLED
(45) - -
Other comprehensive income (11) - -
SHAREOF ASSOCIATES AND JOINTLY CONTROLLEDENTITIES
INOTHER COMPREHENSIVE INCOME
(2) - -

Data of associate Polimex Mostostal S.A. consolidated from January 17, 2017.

The Group made a consolidation adjustment related to margin on sale of coal between PGG and the Group and an adjustment of margin on Polimex Mostostal's contractsforthe Group.

8. Incometax

`

8.1 Taxinthestatementofcomprehensiveincome

Main elements of income tax expense forthe years ended December 31, 2017 and December 31, 2016 are asfollows:

Year ended Year ended
December 31, 2017 December 31, 2016
INCOME TAX RECOGNISED INSTATEMENTOF PROFITOR LOSS
Currentincome tax 632 398
Previous periods currentincome tax adjustments - 16
Deferred income tax (9) 294
INCOME TAX EXPENSE RECOGNISEDINSTATEMENTOF PROFITOR LOSS 623 708
INCOME TAX EXPENSE RECOGNISEDINOTHER COMPREHENSIVE INCOME
From actuarial gains and lossesfrom valuation of provisionsfor employee benefits (19) 47
From valuation of hedging instruments (15) 39
(TAX BENEFIT) / EXPENSE RECOGNIZEDINOTHER COMPREHENSIVE INCOME (EQUITY)) (34) 86

8.2 Effectivetaxrate

`

A reconciliation of the calculation of income tax on profit before tax at the statutory tax rate and income tax calculated according to the effective tax rate of the Group is asfollows:

Year ended Year ended
December 31, 2017 December 31, 2016
PROFIT BEFORE TAX 3,290 3,274
Income tax according to Polish statutory tax rate of 19% 625 621
ITEMS ADJUSTINGINCOME TAX
Adjustmentsrelated to settlement of currentincome tax of previous years - 16
Adjustments concerning deferred income tax from prior years (4) (36)
Costs notrecognised astax-deductible costs 42 119
Non-taxable income (42) (14)
Other 2 2
TAXAT EFFECTIVE TAX RATE
Income tax (expense) as presented in the consolidated financialstatements 623 708
EFFECTIVE TAX RATE 19% 22%

EXPLANATORY NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

9. Property,plantandequipment

`

As at As at
December 31, 2017 December 31, 2016
Land 242 236
Buildings and construction 20,575 19,061
Technical equipment 22,166 19,604
Vehicles 339 341
Other property, plant and equipment 2,952 2,522
Construction in progress 12,346 9,601
CARRYINGAMOUNTOF PROPERTY, PLANTAND EQUIPMENT 58,620 51,365

Changesin property, plant and equipment by type

Land Buildings
and
construction
Technical
equipment
Vehicles Other
property,
plant and
equipment
Construction
in progress
Total
GROSSBOOK VALUE
AS AT JANUARY 1, 2017 271 33,492 42,152 729 5,271 9,965 91,880
Capital expenditures - - 1 2 - 6,599 6,602
Transferfromconstruction in progress 4 1,994 2,269 54 398 (4,719) -
Liquidation, disposal - (134) (324) (25) (11) - (494)
Purchase of new subsidiaries 7 1,239 2,554 5 9 853 4,667
ChangesinPGEGroup - (406) (505) (5) (41) (33) (990)
Other 2 (2) 6 (3) 184 94 281
AS AT DECEMBER 31, 2017 284 36,183 46,153 757 5,810 12,759 101,946
ACCUMULATEDDEPRIACIATIONAND IMPAIRMENT LOSSES
AS AT JANUARY 1, 2017 35 14,431 22,548 388 2,749 364 40,515
Depreciation and net value of liquidation
presented in costs by nature
4 1,267 1,555 58 153 2 3,039
Impairment allowances 4 291 601 1 2 57 956
Liquidation, disposal - (121) (289) (23) (11) - (444)
ChangesinPGEGroup - (246) (386) (3) (35) - (670)
Other (1) (14) (42) (3) - (10) (70)
AS AT DECEMBER 31, 2017 42 15,608 23,987 418 2,858 413 43,326
CARRYINGAMOUNTAS
ATDECEMBER 31, 2017
242 20,575 22,166 339 2,952 12,346 58,620
Land Buildings
and
construction
Technical
equipment
Vehicles Other
property,
plant and
equipment
Property,
plant and
equipment
in progress
Total
GROSSCARRYINGAMOUNT
AS AT JANUARY 1, 2016 266 31,669 39,261 720 4,991 8,019 84,926
Capital expenditures - - - - - 8,016 8,016
Transferfromconstruction in progress 16 2,003 3,546 59 476 (6,100) -
Liquidation, disposal (1) (119) (640) (17) (7) (1) (785)
Other (10) (61) (15) (33) (189) 31 (277)
AS AT DECEMBER 31, 2016 271 33,492 42,152 729 5,271 9,965 91,880
DEPRECIATIONAND IMPAIRMENT LOSSES
AS AT JANUARY 1, 2016 23 13,204 21,487 395 2,601 148 37,858
Depreciation and net value of liquidation
presented in costs by nature
5 1,203 1,445 57 164 1 2,875
Impairment allowances 9 195 293 1 2 211 711
Liquidation, disposal - (107) (592) (17) (7) - (723)
Other (2) (64) (85) (48) (11) 4 (206)
AS AT DECEMBER 31, 2016 35 14,431 22,548 388 2,749 364 40,515
CARRYINGAMOUNTAS
ATDECEMBER, 2016
236 19,061 19,604 341 2,522 9,601 51,365

Applied accounting principles (policies) and explanatory notes are an integral part of the consolidated financial statements

Significant additions and disposals of property, plant and equipment

The largest expenditures were incurred in the Conventional Generation segment (PLN 4,713 million) and the Distribution segment (PLN 1,684 million). The key expenditures items were as follows: construction of units 5-6 at Opole Power Plant (PLN 1,808 million), construction of unit 11 at Turów Power Plant (PLN 967 million), modernisation of units 1-3 at Turów Power Plant (PLN 222 million), construction of thermal processing installation with energy recovery at Rzeszów CHP (PLN 104 million), connection of new customers (PLN 504million) and the modernisation and expansion of grid,stations and lines(PLN 868 million) in the Distribution segment.

The acquisition of new subsidiaries relates to the acquisition of companies from EDF group. Because the Group has not yet finished work on determining the fair value of property, plant and equipment as at the acquisition date, the values provided in the table above are not final.

During the present period, the Group sold 100% ofsharesin EXATEL S.A. With the same of EXATEL S.A., the Group also lost control over its subsidiary ENERGO-TEL S.A. As a result of these transactions, the value of the Group's property, plant and equipment and decreased by PLN 320 million.

Borrowing costs

`

During the year ended December 31, 2017 PGE Group capitalised in the value of property, plant and equipment and construction in progress borrowings costs of approx. PLN 159 million (PLN 103 million in the comparative period).

Capitalisation ofstripping costs

In the current period, in accordance with the requirements of IFRIC 20, the Group capitalized expenditures regarding stripping costs in the production phase of PLN 366 million. At the same time, the Group recognised depreciation of capitalised stripping costs of PLN 97 million. Capitalised stripping costs are presented as "other property, plant and equipment".

Capitalisation of changesin valuation ofrehabilitation provision

PGE Group recognises in the property, plant and equipment changes in the value of rehabilitation provision assigned to stripping of overburden, provision for rehabilitation of post-construction grounds of wind farms and provision for liquidation of property, plant and equipment. As at December 31, 2017 net value of capitalised rehabilitation provision amounted to PLN 792 million (including PLN 702 million of the provision for rehabilitation of post-exploitation mining properties). In comparative period net value of capitalised rehabilitation provision amounted to PLN 632 million (including PLN 543 million of the provision for rehabilitation of post-exploitation mining properties). Capitalised rehabilitation provision is presented in: "land" and "other property, plant and equipment".

10. Investmentproperties

Investment property in the PGE Group companies comprises mainly buildingslocated in the entity'slocations, leased fully or partially to third parties. Fair value of investment property is not significantly different than valuation determined under the historical cost convention in light of the materiality related to the consolidated financialstatements.

As a result of the acquisition of new subsidiaries, the value of the Group'sinvestment propertiesincreased as of December 31, 2017.

11. Intangibleassets

As at
December 31, 2017
As at
December 31, 2016
Development costs 2 2
Goodwill 734 9
Software 49 73
Otherlicences and patents 139 132
Acquired right of perpetual usufruct of land 69 64
Otherintangible assets 151 134
Intangible assets not commissioned for use 137 239
CARRYING AMOUNT OF INTANGIBLE ASSETS 1,281 653

Change in intangible assets

`

Development costs Goodwill Software Otherlicences
and patents
Acquiredright
Other
ofperpetual
intangible
usufruct of
assets
land
Intangible
assets not
commissioned
for use
Total
GROSSBOOK VALUE
AS AT JANUARY 1, 2017 18 9 448 274 74 256 246 1,325
Capital expenditures - - - - - - 149 149
Intangible assets not
commissioned for use
- - 18 48 - 14 (80) -
Liquidation, disposal - - (11) (19) - (7) - (37)
Purchase of new subsidiaries 1 724 - 25 13 3 - 766
ChangesinPGEGroup - - (27) (26) (8) (53) (3) (117)
Other - 1 - (1) - 16 (167) (151)
AS AT DECEMBER 31, 2017 19 734 428 301 79 229 145 1,935
ACCUMULATEDAMORTIZATIONANDIMPAIRMENT LOSSES
AS AT JANUARY 1, 2017 16 - 375 142 10 122 7 672
Amortisation 1 - 36 58 1 10 - 106
Impairment allowances - - - 1 - 1 37 39
Liquidation, disposal - - (11) (19) - (7) - (37)
ChangesinPGEGroup - - (21) (20) (1) (53) - (95)
Other - - - - - 5 (36) (31)
AS AT DECEMBER 31, 2017 17 - 379 162 10 78 8 654
CARRYING AMOUNT
AS AT DECEMBER 31, 2017
2 734 49 139 69 151 137 1,281
Development costs Goodwill Software Otherlicences
and patents
Acquiredright
ofperpetual
usufruct of
land
Other
intangible
assets
Intangible
assets not
commissioned
for use
Total
GROSSBOOK VALUE
AS AT JANUARY 1, 2016 19 286 430 223 71 242 201 1,472
Capital expenditures - - - - - - 135 135
Intangible assets not
commissioned for use
- - 24 53 1 11 (89) -
Liquidation, disposal - - (6) (3) (1) - - (10)
Other (1) (277) - 1 3 3 (1) (272)
AS AT DECEMBER 31, 2016 18 9 448 274 74 256 246 1,325
ACCUMULATEDAMORTIZATIONANDIMPAIRMENT LOSSES
AS AT JANUARY 1, 2016 17 - 337 96 10 107 1 568
Amortisation 1 - 44 48 1 9 - 103
Impairment - 277 - - - 6 8 291
Liquidation, disposal - - (6) (3) - - - (9)
Other (2) (277) - 1 (1) - (2) (281)
AS AT DECEMBER 31, 2016 16 - 375 142 10 122 7 672
CARRYING AMOUNT
AS AT DECEMBER 31, 2016
2 9 73 132 64 134 239 653

Intangible assets not commissioned for use

The presented amounts of intangible assets not commissioned for use as at December 31, 2017, related mainly to IT implementation programmes at the Group and expendituresrelated to deposit prospecting and evaluation at the Złoczew field.

The available financial projections do not indicate any impairment of intangible assets not commissioned for use.

Goodwill

Evaluation ofrecoverable amount of goodwill has been described in note 3 of these consolidated financialstatements.

In the item Acquisition of new subsidiaries the Group presents PLN 724 million as goodwill arising on initial recognition of the acquired EDF assets.

Atreporting period, December 31, 2017, goodwill was allocated to the following segments:

  • Conventional Generation PLN 730 million,
  • Renewables- PLN 4 million.

`

12. Investmentsinassociates andjointlycontrolledentitiesaccountedforundertheequitymethod

As at
December 31, 2017
As at
December 31, 2016
Polska Grupa Górnicza Sp.z o.o. 533 391
Polimex Mostostal S.A. 91 -
ElectroMobility Poland S.A. 2 3
PEC Bogatynia Sp.z o.o. 8 8
EQUITY-ACCOUNTED INVESTMENTS 634 402
PolskaGrupa
Górnicza
Polimex Mostostal ElectroMobility
Poland
PEC Bogatynia
SHARE INVOTES 15.76% 16.48% 25.00% 34.93%
As at December 31, 2017
Current assets 1,876 1,586 7 4
Non-current assets 9,074 654 - 22
Currentliabilities 3,409 974 - 3
Non-currentliabilities 4,167 810 - 1
NET ASSETS 3,374 456 7 22
Share in net assets 532 75 2 8
Goodwill 1 16 - -
INVESTMENTS ACCOUNTEDFORUNDER
THE EQUITY METHOD
533 91 2 8
PolskaGrupaGórnicza ElectroMobility Poland PEC Bogatynia
SHARE INVOTES 16.63% 25.00% 34.93%
As at December 31, 2016
Current assets 1,008 10 3
Non-current assets 6,277 - 22
Currentliabilities 2,516 - 2
Non-currentliabilities 2,442 -
NET ASSETS 2,327 10 23
Share in net assets 387 3 8
Goodwill 4 - -
INVESTMENTS ACCOUNTED FOR UNDER
THE EQUITY METHOD
391 3 8

The purchase ofsharesin Polimex Mostostal S.A. is described in note 33.4 to these financialstatements.

13. Deferredtaxinthestatementoffinancialposition

13.1 Deferredtaxassets

`

As at As at
December 31, 2017 December 31, 2016
Difference between tax value and carrying amount of property, plant and equipment 2,403 1,559
Difference between tax value and carrying amount of financial assets 48 16
Difference between tax value and carrying amount of financial liabilities 268 272
Difference between tax value and carrying amount of inventories 17 15
LTC compensations 48 253
Rehabilitation provision 548 472
Provision for purchase ofCO2 emission rights 276 220
Provisionsfor employee benefits 571 529
Other provisions 122 129
Energy infrastructure acquired free of charge and connection paymentsreceived 111 129
Other 38 15
DEFERRED TAX ASSETS 4,450 3,609

Change in deferred tax - assets

Year ended Year ended
December 31, 2017 December 31, 2016
AS AT JANUARY 1 3,609 3,703
Change in correspondence to financialresult (113) (39)
Change in correspondence to other comprehensive income 21 (52)
Purchase of new subsidiaries 971 -
Changesin PGE Group (30) -
Other changes (8) (3)
AS AT 31 DECEMBER 31 4,450 3,609

13.2 Deferredtaxliabilities

As at As at
December 31, 2017 December 31, 2016
Difference between tax value and carrying amount of property, plant and equipment 4,188 2,945
Difference between tax value and carrying amount of energy origin units 46 65
Difference between tax value and carrying amount of financial assets 382 377
CO2 emission rights 274 439
LTC compensations 34 680
Other 125 26
DEFERRED TAX LIABILITIES 5,049 4,532

Change in deferred tax - liabilities

Year ended
December 31, 2017
Year ended
December 31, 2016
AS AT JANUARY 1 4,532 4,242
Changesrecognized in profit orloss (122) 255
Change in correspondence to other comprehensive income (13) 34
Purchase of new subsidiaries 661 -
Other changes (9) 1
AS AT 31 DECEMBER 31 5,049 4,532
AFTEROFF-SETOF THE ASSETAND THE LIABILITY INPARTICULAR COMPANIES THE GROUP'S DEFERRED TAX IS PRESENTEDAS:
Deferred tax assets 651 268
Deferred tax provision (1,250) (1,191)

14. Inventories

`

As at December 31, 2017 As at December 31, 2016
Historical cost Impairment
allowance
Carrying
amount
Historical cost Impairment
allowance
Carrying
amount
Renovationmaterials 689 (44) 645 664 (33) 631
Hard coal 512 - 512 232 - 232
Mazut 42 - 42 15 - 15
Investmentmaterials 1 - 1 14 - 14
Othermaterials 58 (13) 45 54 (19) 35
TOTALMATERIALS 1,302 (57) 1,245 979 (52) 927
Green energy origin rights 419 (143) 276 388 (33) 355
Yellow energy origin rights 178 (1) 177 148 (2) 146
Other energy origin rights 33 (1) 32 66 - 66
TOTAL ENERGYORIGINRIGHTS 630 (145) 485 602 (35) 567
Hard coal 71 - 71 - - -
CO2 emission rights 2 - 2 37 (8) 29
Other goods 8 (3) 5 7 (2) 5
TOTALGOODS 81 (3) 78 44 (10) 34
OTHER INVENTORIES 71 - 71 68 - 68
TOTAL INVENTORIES 2,084 (205) 1,879 1,693 (97) 1,596
2017 2016
IMPAIRMENTALLOWANCEOF INVENTORIES AS AT JANUARY 1 (97) (84)
Purchase of new subsidiaries (14) -
Fair valuemeasurement of CO2 emission rights 8 (46)
Recognition of impairmentlosses (127) (52)
Reversal of impairmentloss 20 66
Use of impairmentloss 5 16
Other changes - 3
IMPAIRMENTALLOWANCEOF INVENTORIES AS AT DECEMBER 31 (205) (97)

Measurement at netsale prices applied mainly to property rights described in detail in note 28.4 to these financialstatements.

As described in note 25.5 of these financial statements, PLN 45 million of inventories constituted a collateral for the repayment of liabilities or contingent liabilities.

15. CO2 emissionrightsforcaptiveuse

CO2 emission rights (EUA) are received power generating units belonging to the PGE Group, which are covered with the Act dated June 12, 2015 on a scheme for greenhouse gas emission allowance trading. Starting from 2013, only part of emission rightsfor production of heat will be granted unconditionally, while for production of electricity there is, as a rule, lack of free of charge EUA. Pursuant to art. 10c of Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community, the derogation is possible providing the realization of investment tasks included in National Investment Plan, which allow to reduce CO2 emission. The condition under which free of charge CO2 emission rights can be obtained is presentation of factual-financialstatementsfrom realization of tasksincluded in National Investment Plan.

In September 2017, PGE Group (including PGE Energia Ciepła S.A.) submitted another report on investments included in the National Investment Plan in order to obtain CO2 EUA allocations for installationsthat generate electricity, justified with expenditures incurred to implement these investments in the period from July 1, 2016, to June 30, 2017. A formal assessment of the documents submitted began on November 30, 2017.

2017 2016
restated data
EUA Quantity (Mg million) Value Quantity (Mg million) Value
AS AT JANUARY 1 85 2,349 77 2,172
Purchase of new subsidiaries - 2 - -
Purchase 12 247 40 937
Granted free of charge 21 - 26 -
Redemption (56) (1,156) (58) (760)
AS AT THE REPORTING DATE 62 1,442 85 2,349
Long-term 18 402 47 1,157
Short-term 44 1,040 38 1,192

The decline in the value of CO2 emission allowances held by PGE Group as at December 31, 2017, results from the start of purchases on the derivative market.

16. Othercurrentandnon-currentassets

16.1 Othernon-currentassets

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As at As at
December 31, 2017 December 31, 2016
Advancesfor property, plant and equipment 432 713
Other non-current assets 92 17
TOTALOTHER ASSETS 524 730

Advances for construction in progress relate mainly to investment projects conducted by the Conventional Generation segment. An increase in other non-current assetsresultsfrom co-financing by PGE Energia Ciepła S.A. of an investment in district heating networks.

16.2 Othercurrentassets

As at As at
December 31, 2017 December 31, 2016
restated data
PREPAYMENTS
Fees, agency commission 36 34
Social Fund 3 2
Co-financing of investmentin development of district heating networks 15 -
Long-term contracts 20 3
Feesfor exclusion of land from agricultural production /forestry - 4
IT services 8 6
Property and tortinsurance 21 2
Other prepayments 21 16
OTHER CURRENTASSETS
VAT receivables 216 222
Excise tax receivables 18 100
Advancesfor deliveries 8 6
Other current assets 25 21
TOTALOTHER ASSETS 391 416

The amount of VAT isrelated to an estimate of electricity sales, unread on metering equipment as of the reporting date. The amount of excise tax receivables regards the exemption from excise tax of electricity generated from renewable energy sources on the basis of a document confirming the redemption of the certificate of origin.

17. Cashandcashequivalents

Short-term deposits are made for different periods, from one day up to one month, depending on the Group's needs for cash, and are deposited at individually agreed interest rates.

The balance of cash and cash equivalents comprise the following positions:

As at As at
December 31, 2017 December 31, 2016
Cash on hand and cash at bank 1,309 808
Overnight deposits 34 42
Short-term deposits 1,209 1,819
TOTAL 2,552 2,669
Interest accrued on cash, notreceived at the reporting date - (2)
Exchange differences on cash in foreign currencies (1) (1)
Cash and cash equivalents presented in the statement of cash flows 2,551 2,666
Undrawn borrowing facilities as at December 31 6,740 6,081
including overdraftfacilities 2,174 2,001

A detailed description of credit agreementsis presented in note 25.1.4 of these financialstatements.

Restricted cash in total amount of PLN 92 million (PLN 72 million in the comparative period) relate to cash deposit securing the settlements of PGE Group entities with Izba Rozliczeniowa Giełd Towarowych S.A. (Warsaw Commodity Clearing House).

18. Discontinuedoperations

`

During the year ended December 31, 2017 and December 31, 2016 the parent company and key subsidiaries did not discontinue any significant operations. However, there are some activities carried out in the PGE Group under which assets that are not closely related to core business are disposed.

19. AssetsandliabilitiesoftheSocialFund

The Social Fund is created by employers employing over 20 full time employees. The Group's entities create such a fund and make periodic contributions to it. The fund does not possess any property, plant and equipment. The objective of the fund is to subsidize the social activity for employees of theGroup, loans granted to its employees and othersocial expenses.

As at As at
December 31, 2017 December 31, 2016
Property, plant and equipment contributed to the fund 1 -
Loans granted to employees 89 91
Cash 50 49
Otherfund assets 1 -
Fund liabilities (135) (138)
BALANCE AFTER COMPENSATION 6 2
Contributionsto the Social Fund 138 130

The assets and liabilities of the Social Fund, as recognised in these financial statements, netted off in the financial statements, appropriately in Other current assets or Other current liabilities.

20. Equity

The objective of equity management is to ensure a secure and effective financing structure that takes into account operational risk, investment expenditures and the interests ofshareholders and debt investors. Equity management takes places at Group level.

In line with commonly applicable practices, the Group monitorsits net debt to EBITDA ratio. Net debt is understood as short- and longterm financial debt (interest-bearing credit and loans, bonds and other debt instruments as well asfinance lease liabilities), less cash and cash equivalents and short-term deposits. Restricted cash is not include in calculating net debt.

The Group's aim isto maintain itsinvestment grade creditratings.

Year ended Year ended
December 31, 2017 December 31, 2016
Net debt/ EBITDA 0.99x 0.69x
Net debt/share capitalratio 0.16x 0.12x

Taking into account the scale of of the whole PGE Group, net debtratio wasrelatively low during 2017: net debt to EBITDA ratio remains lowerthan 1.

In connection with an on-going investment programme, a gradual increase in financial leverage is expected as a result of which the Group will be more closely analysing the above ratio. The net debt to EBITDA ratio is a central element of the Group'sfinancial forecasts and plans.

20.1 Sharecapital

As at As at
December 31, 2017 December 31, 2016
1,470,576,500 Series A ordinary Shares with a nominal value of PLN10.25 each 15,073 15,073
259,513,500 Series B ordinary Shares with a nominal value of PLN10.25 each 2,660 2,660
73,228,888 Series C ordinary Shares with a nominal value of PLN10.25 each 751 751
66,441,941 Series D ordinary Shares with a nominal value of PLN10.25 each 681 681
Totalshare capital 19,165 19,165

All of the Company'sshares are paid up.

After the reporting date and until the date of preparation of the foregoing financial statements there were no changes in the value of the Company'sshare capital.

Rights ofshareholders- State Treasury rights concerning the Company's activities

The Company is a part of the PGE Polska Grupa Energetyczna S.A. Group, to which State Treasury holds special rights as long as it remains a shareholder.

Special rights of the State Treasury that are applicable to the PGE Group entities derive from the Act of March 18, 2010 on special rights of the Minister of Energy and their performance in certain companies and groups operating in the electricity, oil and gaseous fuels sectors(Official Journal from 2016, item 2012). The aforesaid Actspecifiesthe particular rights entitled to the Minister of Energy related to companies and groups operating in the electricity, oil and gaseous fuels sectors whose property was disclosed within the register of buildings, installations, equipment and servicesincluded in critical infrastructure.

Based on this act the Minister of Energy hasthe right to object to any resolution orlegal action of the Management Board thatrelatesto the ability to dispose of a part of Company's property, which may result in threat to functioning, continuity of operations and integrity of critical infrastructure. The objection can also be expressed against any resolution adopted thatrelatesto:

Liquidation of the Company,

`

  • Changes of the use or discontinuance of exploitation of the Company's asset, which is a component of critical infrastructure,
  • Change in the scope of activities of the Company,
  • Sale or lease of the enterprise or its organised part or establishment of legal restrictions,
  • Approval of operational and financial plan, investment plan, or long-term strategic plan,
  • Movement of the Company'sseat abroad,

if the enforcement of such a resolution would result in an actual threat to functioning, continuity of operations and integrity of the critical infrastructure. The objection is expressed in the form of an administrative decision.

20.2 Reserve capital

Reserve capital results from statutory allocation of profits generated in previous reporting periods, from surplus of profit distribution in excess of the value ofstatutory allocations, as well asfrom merger of PGE S.A. with itssubsidiaries.

According to regulations of the Commercial Code, joint stock companies are obliged to create reserve capital to cover potential losses. At least 8% of the profit for the reporting year recognised in the Company's separate financial statements until this capital reached at least one-third of share capital. The part of reserve capital which amounts to one third of share capital can only be used to cover losses recognised in the separate financial statements and cannot be distributed for other purposes. The General Meeting decides on the use of reserve and reserve capital.

Reserve capitalsubject to distribution to shareholders amounted to PLN 8,940 million as at December 31, 2017 and to PLN 7,342 million as at December 31, 2016.

20.3 Hedgingreserve

Year ended Year ended
December 31, 2017 December 31, 2016
AS AT JANUARY 1 147 (21)
Change in hedging reserve (79) 207
Valuation of hedging instruments, including: (74) 206
Deferral of changesin fair value of hedging financial instrumentsin the part
considered as effective hedge
242 313
Accrued interest on derivativestransferred from hedging reserve and recognised
in interest expenses
4 1
Currency revaluation of CCIRS transaction transferred from hedging reserve and
recognised in the result on foreign exchange differences
(167) (107)
Ineffective portion of changesin fair value of hedging derivativesrecognised in
profit orloss
(5) (1)
Valuation of otherfinancial instruments (5) 1
Deferred tax 15 (39)
HEDGINGRESERVE AFTER DEFERRED TAX 83 147

Hedging reserve includes mainly valuation of hedging instrumentsto which cash flow hedge accounting is applied.

20.4 Foreignexchangedifferencesontranslationofforeignentities

Foreign exchange differences from translation of subsidiaries comprise the effect of translation into PLN of the financial statements of foreign companies belonging to the Group, i.e. PGE Trading GmbH and PGE Sweden AB (publ) and Investment III B.V. as part of consolidation procedures.

20.5 Retainedearningsandlimitationsonpaymentofdividend

Retained earnings which are notsubject to distribution are amountsthat cannot be paid in the form of dividends.

As at
December 31, 2017
As at
December 31, 2016
Amountsincluded in retained earnings notsubjectto distribution by the parent
company

Retained earnings ofsubsidiaries, attributable to equity holders ofthe
parent company, including consolidation adjustments
6,075 8,040

Profit/lossrecognised by the parent company in retained earnings
through other comprehensive income
(3) (4)
Retained earningssubjectto distribution 4,544 1,598
TOTAL RETAINED EARNINGS PRESENTED IN THE STATEMENTOF FINANCIAL
POSITION
10,616 9,634

For information regarding limitationsto payment of dividendsfrom reserve capital please refer to 20.2 of these financialstatements. As at December 31, 2017 there were no otherrestrictions on dividend payments.

20.6 Equityattributabletonon-controllinginterests

As at December 31, 2017, equity attributable to non-controlling interests related mainly to the non-controlling interests of EDF's assets in Poland, which is described in note 33.3 to these financialstatements.

The table below presents changesin non-controlling interestsin the reporting periods.

As at As at
December 31, 2017 December 31, 2016
AS AT JANUARY 1 96 96
Share of net profit ofsubsidiaries 7 (2)
Dividends declared by subsidiaries (2) (4)
Purchase of new subsidiaries 1,067 -
Share capital increase and share purchase - 10
Acquisition of non-controlling interests by the Group (3) (4)
AS AT 31 DECEMBER 31 1,165 96

20.7 Earningspershare

`

During current and comparative reporting period there was no dilutive effect on earnings pershare.

Year ended Year ended
December 31, 2017 December 31, 2016
NET PROFIT/(LOSS)ATTRIBUTABLE TO: 2,667 2,566
equity holders of the parent company 2,660 2,568
non-controlling interests 7 (2)
NET PROFIT / (LOSS)ATTRIBUTABLE TOORDINARY EQUITY HOLDERSOF THE COMPANY
USED TOCALCULATE EARNINGS PER SHARE
2,660 2,568
Number of ordinary shares atthe beginning ofthe reporting period 1,869,760,829 1,869,760,829
Number of ordinary shares atthe end of the reporting period 1,869,760,829 1,869,760,829
WEIGHTEDAVERAGE NUMBEROFORDINARY SHARESUSED TOCALCULATE EARNINGS
/ (LOSS) PER SHARE
1,869,760,829 1,869,760,829
EARNINGS AND DILUTEDEARNINGS PER SHARE ATTRIBUTABLE TOEQUITY HOLDERSOF
THE PARENT COMPANY (INPLN)
1.42 1.37

20.8 Dividendspaidandrecommendedforpayment

Dividend from 2017 profit

During the reporting period and until the date of preparation of these financialstatementsthe Company made no advance payments of dividends.

On May 11, 2017 the Company's Management Board decided to change its dividend policy. In light of the need to finance an ambitious growth programme and with a view towards reducing debt growth, the Company's Management Board recommended the suspension of dividendsfrom profit for years 2016, 2017 and 2018.

After this period, the Company's Management Board intends to recommend to the General Meeting dividend payments to shareholders amounting to 40-50% of consolidated net profit attributable to the parent's shareholders, adjusted for impairment of tangible and intangible assets.

Dividend from 2016 profit

In line with the updated Dividend Policy, on June 27, 2017 the General Meeting of PGE S.A. adopted a resolution to transfer the entire profit generated in 2016 (PLN 1,598million) to the Company'ssupplementary capital.

21. Provisions

`

The carrying amount of provisionsis asfollows:

As at December 31, 2017 As at December 31, 2016
Non-current Current Non-current Current
Employee benefits 2,316 626 2,148 543
Rehabilitation provision 3,082 4 2,666 4
Provision forshortage ofCO2 emission allowances 112 1,341 - 1,154
Provision for energy origin units held forredemption - 340 - 416
Provision for non-contractual use ofthe property 72 11 91 12
Other provisions 84 82 99 52
TOTAL PROVISIONS 5,666 2,404 5,004 2,181

Changesin provisions

Employee
benefits
Rehabilitation
provision
Provision for
deficit of CO2
emission rights
Provisionsfor
energy origin rights
held forredemption
Provision for
non-contractual
use ofthe
property
Other Total
JANUARY 1, 2017 2,691 2,670 1,154 416 103 151 7,185
Actuarial gains and losses 148 - - - - - 148
Currentservice costs 65 - - - - - 65
Pastservice costs (8) - - - - - (8)
Interest costs 82 89 - - - - 171
Discountrate and other
assumptions adjustment
24 65 - - - - 89
Benefits paid / Provisions
used
(737) - (1,156) (864) (1) (24) (2,782)
Provisionsreversed (28) (2) - (12) (28) (33) (103)
Provisionsrecognised - costs 579 82 1,205 759 8 50 2,683
Provisionsrecognised -
expenditures
- 70 - - - - 70
Purchase of new subsidiaries 143 27 250 41 - 17 478
Changesin PGE Group (8) - - - - - (8)
Other changes (9) 85 - - 1 5 82
DECEMBER 31, 2017 2,942 3,086 1,453 340 83 166 8,070
Change recognised in
operating expenses
(679) (65) (1,205) (747) - (25) (2,721)
Change recognised in other
operating income/(expenses)
- (42) - - 18 6 (18)
Change recognised in other
financial income/(expenses)
(82) (89) - - 2 2 (167)
Change recognised in assets - (192) - - - - (192)
Change recognised in other
comprehensive income
(101) - - - - - (101)
Employee
benefits
Rehabilitation
provision
Provision for
deficit of CO2
emission rights
Provisionsfor
energy origin rights
held forredemption
Provision for
non-contractual
use ofthe
property
Other Total
JANUARY 1, 2016 3,013 3,350 760 380 117 233 7,853
Actuarial gains and losses (175) - - - - - (175)
Currentservice costs 74 - - - - - 74
Pastservice costs (23) - - - - - (23)
Interest costs 82 99 - - - - 181
Discountrate and other
assumptions adjustment
(121) (460) - - - - (581)
Benefits paid / Provisions
used
(691) (1) (760) (336) - (104) (1,892)
Provisionsreversed (59) (449) - (3) (30) (27) (568)
Provisionsrecognised - costs 577 34 1,154 375 16 67 2,223
Provisionsrecognised -
expenditures
- 92 - - - - 92
Other changes 14 5 - - - (18) 1
DECEMBER 31, 2016 2,691 2,670 1,154 416 103 151 7,185
Change recognised in
operating expenses
(536) (37) (1,154) (372) - (3) (2,102)
Change recognised in other
operating income/
(expenses)
- 643 - - 13 5 661
Change recognised in other
financial income/(expenses)
(82) (99) - - 1 (24) (204)
Change recognised in assets - 172 - - - - 172
Change recognised in other
comprehensive income
249 - - - - - 249

21.1 Rehabilitationprovision

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Provision for rehabilitation of post-exploitation mining properties

After the completion of the lignite mining, the area of the surface mines belonging to PGE Group will be rehabilitated. According to the current plans, costs will be incurred in the years 2023 - 2069 (in case of PGE Górnictwo i Energetyka Konwencjonalna S.A. Branch Bełchatów Lignite Mine) and in the years 2045-2087 (in case of PGE Górnictwo i Energetyka Konwencjonalna S.A. Branch Turów Lignite Mine).

PGE Group creates provision for rehabilitation of post-exploitation mining properties. The amount of the provision recognised in the financial statements includes also the value of Mine Liquidation Fund created in accordance with the Geological and Mining Law Act. The value of the provision as at December 31, 2017 amounted to PLN 2,693 million and as at December 31, 2016 to PLN 2,366million.

Estimated influence of changesin discount rate on the value of rehabilitation provision:

Discountrate
Carrying amount -1 p.p. +1 p.p.
Provision forrehabilitation of post-exploitation mining properties 2,693 881 (889)

Provision for rehabilitation of ash storages

PGE Group power generating units raise provisions for rehabilitation of ash storages. As at December 31, 2017, this amounted to PLN 175 million (PLN 98 million at the end of the comparative period).

Provisionsfor rehabilitation of post-construction grounds of wind farms

Companies that own wind farms create provision for rehabilitation of post-construction grounds of wind farms. The provision amounted to PLN 53 million as of December 31, 2017 (PLN 49 million at December 31, 2016).

Liquidation of property, plant and equipment

The obligation to liquidate assets and rehabilitate the area resultsfrom "The integrated permission for running electric energy and heat energy producing installation" in which the restitution of the area was specified. As at the reporting date, the value of the provision amounts to PLN 165 million (PLN 157 million as at the end of the comparative period) and refers to some assets of the Conventional Generation and Renewablessegments.

The discount rate used for valuation of rehabilitation provisions as at December 31, 2017 amounted to 3.4% (3.5% in the comparative period).

21.2 ProvisionforshortageofCO2emissionallowances

The provision for deficit of CO2 emission allowances is created by PGE Group entities for the shortfall of CO2 emission allowances obtained free of charge. The amount of the provision takes into account purchased EUAs. As described in note 15 of these financial statements PGE Group is entitled to receive CO2 emissions rights granted free of charge in connection to expenditures concerning investmentsincluded in National Investment Plan. The calculation of the provision includes also these rights.

21.3 Provisionforenergyoriginrightsheldforredemption

Companies within PGE Group create provision for energy origin rights related to sale realised during the reporting period or in prior reporting periods, in the amount of non-depreciated part until the reporting date. The total value of provision as at December 31, 2017 amounted to PLN 340million (PLN 416 million in the comparative period) and was created mainly by PGE Obrót S.A.

21.4 Provisionfornon-contractualuseoftheproperty

PGE Group companies recognise a provision for damages related to a non-contractual use of property. This issue mainly relates to distribution company, which owns distribution networks. As at the reporting date the provision amounted to approximately PLN 83 million (of which 38 million relate to litigations). In the comparative period the value of the provision amounted to PLN 103 million (of which PLN 43 million related to litigations).

21.5 Otherprovisions

`

Other provisions comprise mainly provisions raised for claims relating to real estate tax of PLN 81 million (PLN 90 million in the prior year).

22. Employeebenefits

As at December 31, 2017 As at December 31, 2016
Non-current Current Non-current Current
Post-employment benefits 1,575 129 1,453 117
Jubilee awards 726 99 694 94
Other provisionsfor employee benefits 15 398 1 332
Total provisionsfor employee benefits 2,316 626 2,148 543

22.1 Post-employmentandjubileeawardsprovision

The amount of actuarial provisions for post-employment benefits recognised in the financial statements results from the valuation prepared by an independent actuary.

Carrying amount of the provisionsforthe post-employment benefits and jubilee awards:

As at December 31, 2017 As at December 31, 2016
Non-current Current Non-current Current
Retirement, pension and post-mortem benefits 443 79 396 68
Coalsubsidy 138 9 138 9
Energy tariff 621 27 566 26
Social Fund 311 11 293 11
Medical benefits 62 3 60 3
Total post-employment benefits 1,575 129 1,453 117
Jubilee awards 726 99 694 94
TOTAL ACTUARIAL PROVISIONS 2,301 228 2,147 211

22.2 Otherprovisionsforemployeebenefits

As at December 31, 2017 As at December 31, 2016
Non-current Current Non-current Current
Provision for Voluntary Leave Program costs 14 23 - 34
Annual bonus and other employee bonuses - 196 - 153
Unused annual holiday leave - 139 - 131
Other provisionsfor employee benefits 1 40 1 14
TOTALOTHER PROVISIONS FOR EMPLOYEE BENEFITS 15 398 1 332

Change in provisionsfor employee benefits

`

Retirement,
pension and
post-mortem
benefits
Coal
allowance
Energy tariff Social Fund Medical
benefits
Jubilee awards Other
employee
benefits
Total
AS AT JANUARY 1, 2017 464 147 592 304 63 788 333 2,691
Actuarial gains and losses 24 (1) 51 8 - 66 - 148
Discountrate adjustment 4 1 9 4 1 5 - 24
Currentservice costs 16 1 7 5 1 35 - 65
Pastservice costs (4) - (7) 3 - - - (8)
Interest costs 16 7 20 11 2 26 - 82
Benefits paid / Provisions
used
(17) (8) (24) (11) (3) (95) (579) (737)
Provisionsreversed - - - - - - (28) (28)
Provisionsrecognised - - - - - - 579 579
Purchase of new subsidiaries 20 - - - - - 123 143
Changesin PGE Group (1) - - - - - (7) (8)
Other changes - - - (2) 1 - (8) (9)
ASATDECEMBER31, 2017 522 147 648 322 65 825 413 2,942
Change recognised in
operating expenses
(12) (1) - (8) (1) (106) (551) (679)
Change recognised in other
financial income/(expenses)
(16) (7) (20) (11) (2) (26) - (82)
Change recognised in other
comprehensive income
(28) - (60) (12) (1) - - (101)
Retirement,
pension and
post-mortem
benefits
Coal
allowance
Energy tariff Social Fund Medical
benefits
Jubilee awards Other
employee
benefits
Total
AS AT JANUARY 1, 2016 492 160 693 312 64 953 339 3,013
Actuarial gains and losses (33) (9) (105) (7) (1) (21) - (176)
Discountrate adjustment (20) (8) (43) (20) (3) (27) - (121)
Currentservice costs 17 1 9 4 1 42 - 74
Pastservice costs 6 4 41 17 2 (93) - (23)
Interest costs 15 7 21 9 2 28 - 82
Benefits paid / Provisions
used
(14) (8) (24) (11) (2) (95) (537) (691)
Provisionsreversed - - - - - - (59) (59)
Provisionsrecognised - - - - - - 577 577
Other changes 1 - - - - 1 13 15
ASATDECEMBER31, 2016 464 147 592 304 63 788 333 2,691
Change recognised in
operating expenses
(24) (5) (50) (21) (3) 98 (531) (536)
Change recognised in other
financial income/(expenses)
(15) (7) (21) (9) (2) (28) - (82)
Change recognised in other
comprehensive income
53 17 148 27 4 - - 249

Sensitivity analysis of the value of actuarial provisions as at December 31, 2017, for changesin key assumptions:

Carrying Discountrate Expected average growth rate ofthe
basis of calculation
amount -1 p.p. +1 p.p. -1 p.p. +1 p.p.
Retirement, pension and post-mortem benefits 522 43 (35) (36) 47
Coalsubsidy 147 15 (12) (14) 16
Energy tariff 648 99 (79) (80) 106
Social Fund 322 45 (37) (39) 47
Medical benefits 65 7 (7) (7) 7
Jubilee awards 825 55 (49) (49) 60
TOTAL 2,529 264 (219) (225) 283

Applied accounting principles (policies) and explanatory notes are an integral part of the consolidated financial statements

23. Deferredincomeandgovernmentsgrants

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23.1 Non-currentdeferredincomeandgovernmentgrants

As at As at
December 31, 2017 December 31, 2016
GOVERNMENTGRANTS
Grantsreceived from NFOŚiGW (environmental funds) 255 260
Redemption of loansfrom environmental funds 37 41
Other government grants 136 153
DEFERREDINCOME
Subsidiesreceived and connection fees 478 523
Donations and property, plant and equipment granted free of charge 78 86
Lease income - 25
Other deferred income 54 53
NON-CURRENTGOVERNMENTGRANTS ANDDEFERRED INCOME, TOTAL 1,038 1,141

Subsidies received and connection fees presented in deferred income (current also) comprise mainly connection fees for connection to powerreceived until July 1, 2009,so before the interpretation of IFRIC 18 Transfers of Assetsfrom Customers became effective.

23.2 Currentdeferredincomeandgovernmentsgrants

As at As at
December 31, 2017 December 31, 2016
GOVERNMENTGRANTS
Grantsreceived from NFOŚiGW (environmental funds) 13 12
Redemption of loansfrom environmental funds 3 2
Other government grants 10 8
DEFERREDINCOME
Subsidiesreceived and connection fees 68 79
Donations and property, plant and equipment granted free of charge 9 8
Lease income - 3
Other deferred income 12 7
CURRENTGOVERNMENTGRANTS ANDDEFERREDINCOME, TOTAL 115 119

24. Othernon-financialliabilities

The main components of non-financial liabilities as atrespective reporting dates are asfollows:

As at As at
December 31, 2017 December 31, 2016
Environmental fees 234 243
VAT liabilities 126 122
Excise tax liabilities 128 129
Payroll liabilities 266 239
Liabilitiesfrom social insurances 246 237
Personal income tax 85 80
Liabilities due to Voluntary Leave Programs 12 51
Advancesfor deliveries 147 143
Tax on share capital increase - 110
Other 61 70
TOTALOTHER LIABILITIES 1,305 1,424

Environmental fees relate mainly to charges for the use of water and gas emission in conventional power plants as well as exploitation charges paid by coal mines.

The "Other" position comprises mainly payments to the Employment Pension Program, the Social Fund and the State Fund for Rehabilitation of Persons with Disabilities.

EXPLANATORY NOTES TO FINANCIAL INSTRUMENTS

25. FinancialInstruments

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25.1 Descriptionofsignificantitemswithinparticularclassesoffinancialinstruments

25.1.1 Financialreceivables

As at December 31, 2017 As at December 31, 2016
Non-current Current Non-current Current
Trade receivables - 3,159 - 2,705
Deposits 148 6 136 2,300
LTC compensations - 10 - 1,241
Debtsecuritiesincluding bonds - - 89 -
Bails and security deposits - 95 2 12
Otherfinancialreceivables, included compensation 10 252 10 67
FINANCIAL RECEIVABLES 158 3,522 237 6,325

Trade receivables

The main component of trade receivables are receivables recognised by the company PGE Obrót S.A. Receivables from households account for about 10% of the consolidated balance of trade receivables, while receivables from the corporate clients of PGE Obrót S.A. represent about 63% of the consolidated balance of trade receivables. As at December 31, 2017, the share of the three mostsignificant customers of the PGE Group amounted to approximately 7% of the total consolidated balance. Additional information relating to trade receivablesis presented in note 26.6.1 of these financialstatements.

Trade receivables comprise also electricity sales accrual.

LTC compensations

LTC compensations are described in detail in note 33.1 of these financialstatements.

Other financialreceivables

The value of other financial receivables consists mainly of guarantee fund, compensation and disputed receivables described in note 28.4 of these financialstatements.

25.1.2 Derivatesandotherreceivablemeasuredatfairvaluethroughprofitorloss

All derivatives are recognised in the Company'sfinancialstatements at fair value.

As at December 31, 2017
Recognised in
profit orloss
Recognised in other
comprehensive
income
Assets Liabilities
DERIVATIVES AT FAIR VALUE THROUGH PROFITOR LOSS
Currency forwards (32) - 1 49
Commodity forwards (4) - 14 -
Commodity SWAP 5 - 64 7
Contractsfor purchase/sale of coal - - 9 20
IRS transactions 16 - - 10
Options 17 - 24 -
HEDGING DERIVATIVES
CCIRS hedges (168) (22) 44 -
IRS hedges (3) (48) 98 5
Currency forwards (23) (4) 1 33
OTHER ASSETS CARRIED AT FAIR VALUE THROUGH PROFITOR LOSS
Investmentfund participation units - - 50 -
TOTAL (192) (74) 305 124
current 83 106
non-current 222 18
As at December 31, 2016
Recognised in
profit orloss
Recognised in other
comprehensive
income
Assets Liabilities
DERIVATIVES AT FAIR VALUE THROUGH PROFITOR LOSS
Currency forwards (5) - 1 -
Commodity forwards (5) - 8 -
IRS transactions 2 - - 30
HEDGING DERIVATIVES
CCIRS hedges 48 80 231 -
IRS hedges (1) 126 125 -
TOTAL 39 206 365 30
current 9 -
non-current 356 30

Commodity and currency forwards

Commodity and currency forward transactions mainly relate to trade in CO2 emission rights.

Options

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On January 20, 2017 PGE S.A. purchased a call option to purchase shares of Polimex-Mostostal S.A. from Towarzystwo Finansowe Silesia Sp.z o.o. The option was valued using the Black-Scholes method. The option exercise dates are: July 30, 2020, July 30, 2021 and July 30, 2022.

Coalswaps

In the current period, PGE Paliwa sp.z o.o. in orderto secure commodity risk related to the price of imported coal executed a number of transactionsto hedge thisrisk using commodity swapsfor coal. The number and value of these transactionsis correlated to the quantity and value of imported coal. Changesin fair value are recognised in profit orloss.

Purchase and sale contracts with physical delivery of coal

PGE Paliwa Sp. z o.o. measures all of its sales and purchase contracts with physical delivery of coal at fair value using the trader-broker model. As at the reporting date, the Company held contractsthat would be performed in 2018.

IRS transactions

In the present periods, PGE S.A. executed an IRS transaction to hedge interest rates on a credit facility with a nominal value of PLN 500 million. To recognise thisIRS transaction, the Company uses hedge accounting.

In 2016, PGE S.A. executed IRS transactionsto hedge interest rates on credit facilities with a total nominal value of PLN 4,630 million. To recognise these IRS transactions, the Company uses hedge accounting.

The impact of hedge accounting is presented in note 20.3 to these financialstatements.

In 2014, PGE S.A. concluded IRS transactions hedging the interest rate on issued bonds with a nominal value of PLN 1 billion. Payments arising from IRS transactions are correlated with interest payments on bonds. Changes in the fair value of IRS transactions are fully recognised in profit orloss.

In 2003, Elektrownia Turów S.A. (currently a branch of PGE Górnictwo i Energetyka Konwencjonalna S.A.) concluded an IRS hedge transactions - swap. This transaction hedges variable interest rates (USD LIBOR 6m) on an investment credit of USD 80 million taken from Nordic Investment Bank to finance investments in Turów power plant. Changes in the fair value of IRS transactions are fully recognised in profit orloss.

CCIRS hedges

In connection with loans received from PGE Sweden AB (publ), PGE S.A. concluded CCIRS transactions, hedging both the exchange rate and interest rate. In these transactions, banks - counterparties pay PGE S.A. interest based on a fixed rate in EUR and PGE S.A. pays interest based on a fixed rate in PLN. In the consolidated financial statements, a relevant part of the CCIRS transaction is treated as a hedge of bondsissued by PGE Sweden AB (publ).

To recognise these CCIRS transactions, the Group uses hedge accounting. The impact of hedge accounting is presented in note 20.3 to these financialstatements.

25.1.3 Available-for-salefinancialassets

The most significant positions of available-for-sale financial assets are shares in entities not quoted on active markets. PGE Group is not able to estimate reliably the fair value of shares not-quoted on an active markets, therefore they are measured at cost less impairment losses. As at December 31, 2017, and December 31, 2016, there was no need to recognise an impairment loss on available-for-sale financial assets.

25.1.4 Loans,borrowings,bondsandlease

As at December 31, 2017 As at December 31, 2016
Non-current Current Non-current Current
Loans and borrowings 5,788 570 5,839 332
Bondsissued 2,632 1,051 3,764 78
Lease 2 2 - 1
TOTAL LOANS, BORROWINGS, BONDS AND LEASE 8,422 1,623 9,603 411

Currency position and interestrates

As at December 31, 2017

`

Currency Reference rate Value in currency Value in PLN Final maturity date
PLN Variable 6,351 6,351 Credit, loans - October 2018 - December
2028; bonds - indefinite programme,
maturity date for issued tranche - June
2018
Fixed 356 356 Credit, loans - October 2018 - December
2028
TOTAL PLN 6,707 6,707
Variable 111 465 Credit and loans - June 2024
EUR Fixed 643 2,682 Bonds - June 2019 - August 2029
TOTAL EUR 754 3,147
USD Variable 55 191 Credit, loans - May 2019 - September
2020
TOTAL USD 55 191
TOTAL LOANS, BORROWINGS, BONDS AND LEASE 10,045

As at December 31, 2016

Currency Reference rate Value in currency Value in PLN Final maturity date
PLN Variable 6,381 6,381 Credit, loans - September 2017 -
December 2028; bonds - indefinite
programme, maturity date for issued
tranche - June 2018
Fixed 121 121 credit, loans - December 2017 -
December 2028
TOTAL PLN 6,502 6,502
Variable 129 569 Credit and loans - June 2024
EUR Fixed 642 2,842 Bonds - June 2019 - August 2029
TOTAL EUR 771 3,411
USD Variable 24 101 Credit, loans - May 2019
TOTAL USD 24 101
TOTAL LOANS, BORROWINGS, BONDS AND LEASE 10,014

Maturity of loans, borrowings, bonds and lease

As at As at
December 31, 2017 December 31, 2016
Within 1 year 1,623 412
From 1 yearto 2 years 2,471 1,374
From 2 yearto 3 years 464 2,502
From 3 yearto 4 years 1,108 373
From 4 yearto 5 years 1,636 1,042
Over 5 years 2,743 4,311
TOTAL LOANS, BORROWINGS, BONDS AND LEASE 10,045 10,014

The following table illustrates changesin interest-bearing debt in the years ended December 31, 2017 and 2016:

Year ended Year ended
December 31, 2017 December 31, 2016
AS AT JANUARY 1 10,014 5,409
CHANGE IN OVERDRAFTS 67 (7)
CHANGE IN LOANS, BORROWINGS, BONDS AND LEASE (excluding overdrafts) (36) 4,612
Drawn loans, borrowings, leases / issued bonds 125 4,652
Repayment of loans, borrowings, leases / redemption of bonds (193) (196)
Accrued interest 226 134
Paid interest (220) (113)
Foreign exchange differences (214) 135
Acquisition of new companies 240 -
AS AT DECEMBER 31 10,045 10,014

Loans and borrowings

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Among loans and borrowings presented above as at December 31, 2017, PGE Group presents mainly the following facilities:

  • investment credit facility taken out by PGE Górnictwo i Energetyka Konwencjonalna S.A. from Nordic Investment Bank to finance construction of 858 MW power block in Bełchatów Power Plant of PLN 464 million;
  • investment credit facility taken out by PGE S.A. from Bank Gospodarstwa Krajowego S.A. of PLN 1 billion with a maturity date of December 31, 2027. As at December 31, 2017, the Group used all available credit.
  • long-term loan agreement with a syndicate of banks composed of: BNP Paribas S.A., Société Générale S.A., Bank Handlowy w Warszawie S.A., ING Bank Śląski S.A., Bank Zachodni WBK S.A., mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Bank Polska Kasa Opieki S.A., executed on September 7, 2015. Subject matter of the agreement is granting a loan in two parts, i.e. term loan facility and revolving loan facility. As at December 31, 2017, PGE S.A. used the whole term loan facility of PLN 3,630 million which falls on September 30, 2023.

The revolving loan facility of up to PLN 1,870 million and falling on April 30, 2019 is available, but not used by PGE S.A.

loan agreementsigned by PGE S.A. on December 4, 2015 of PLN 500 million with Bank Gospodarstwa Krajowego S.A. with a maturity date ofDecember 31, 2028. As at December 31, 2017,the Company used all available credit.

Additionally, on October 27, 2015, PGE S.A. concluded two loan agreements with the European Investment Bank forthe total amount of nearly PLN 2 billion. The amount of PLN 1.5 billion, obtained on the basis of the first of the two agreements, will be used for projects relating to the modernisation and development of distribution grid. The funds from the second agreement, i.e. the remaining PLN 490 million, will be used to finance and refinance the construction of cogeneration units Gorzów CHP and Rzeszów CHP. The European Investment Bank loans will be available for disbursement over a period of up to 22 months from the date of signing of the agreements. The funds shall be repaid within 15 years from the date of the last tranche. As at December 31, 2017, the Company did not use these credit lines.

As at December 31, 2017, the value of the available overdrafts at significant PGE Group companies was PLN 2,174 million. The repayment date of used overdraft facilities of PGE Group's key companiesis February andApril 2018. The Group is working on extending the agreementsrelated to overdraft facilities.

Bondsissued

The Group hasthe ability to finance its own operationsthrough two bond issue programs:

  • The bond issue program for the amount of PLN 5 billion directed towards investors from the Polish capital market. On June 27, 2013, the first non-public issuance of 5-year bonds under this program took place, the coupon bearer bonds with a variable interest rate. The nominal value of the issue was PLN 1 billion and the maturity of the bonds is June 27, 2018. On August 29, 2013, the bonds were floated in the Alternative Trading System organized by BondSpot S.A. and Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange).
  • The medium term Eurobonds Issue Program of EUR 2 billion established on May 22, 2014 by PGE S.A. together with PGE Sweden AB (publ), a 100% subsidiary of PGE S.A. Under the Program, PGE Sweden AB (publ) may issue eurobonds up to the amount of EUR 2 billion with a minimum maturity of 1 year. On June 9, 2014, PGE Sweden AB (publ) issued Eurobonds in the total amount of EUR 500 million and a five year maturity and on August, 1 2014 it issued bonds in the amount of EUR 138 million, with 15 year maturity.

25.1.5 Tradeandotherfinancialliabilities

As at December 31, 2017 As at December 31, 2016
Non-current Current Non-current Current
Trade liabilities - 1,650 - 976
Purchase of property, plant and equipment and
intangible assets
- 1,418 12 1,225
Bails and security depositsreceived 22 87 21 65
Liabilitiesrelated to LTC 332 - - 1,253
Insurance - 17 - -
Other 25 59 - 37
TRADE ANDOTHER FINANCIAL LIABILITIES 379 3,231 33 3,556

25.2 Fairvalueoffinancialinstruments

The value of financial assets and liabilities measured at amortised cost is a rational approximation of their fair value, except for bonds issued by PGE Sweden AB (publ).

Bonds issued by PGE Sweden AB (publ) are based on a fixed interest rate. Their amortised cost presented in these financial statements as at December 31, 2017 amounted to EUR 643 million and their estimated fair value amounted to EUR 667 million. The indicators used in the valuation belong to Level 2 of fair value hierarchy.

Instruments not quoted on active markets, for which fair value cannot be estimated reliably

Basic assets of the Group classified as available-for-sale financial assets are sharesin entities not quoted on active markets. Forsharesin entities that are not quoted on the stock exchange, there is no active market nor possibility to use measurement techniques that will give reliable values. Due to the above, the Group is not able to establish reasonable fair value estimates. These assets are measured at purchase priceslessimpairment.

25.3 Fairvaluehierarchy

Inventories

`

During the reporting period the Group held CO2 emission rights a part of which was purchased in order to benefit from market price swings. This part of the emission allowances is recognised in inventories at fair value less costs of disposal. Fair value is based on the market quotations(Level 1).

Derivatives

The Group measures derivatives at fair value using valuation models for financial instruments based on publicly available exchange rates, interest rates, discount curves in particular currencies (applicable also for commodities which prices are denominated in these currencies) derived from active markets. The fair value of derivatives is determined based on discounted future cash flows from transactions, calculated based on the difference between the forward rate and transaction price. Forward exchange rates are not modelled as separate risk factor, but are derived from the spot rate and appropriate forward interest rate for foreign currencies in relation to PLN.

In the category of financial assets at fair value through profit or loss, the Group presents derivatives related to greenhouse gases emission rights – currency and commodity forwards and IRS hedging transactions changing variable interest rate in PLN to fixed interest rate in PLN (Level 2).

`

As at December 31, 2017
As at December 31, 2016
FAIR VALUE HIERARCHY Level 1 Level 2 Level 1 Level 2
CO2 emission rights - - 29 -
Inventories - 29 -
Currency forward - 2 - 1
Commodity forward - 14 - 8
Commodity SWAP - 64 - -
Contractsfor purchase/sale of coal - 9 -
CCIRS valuation - 44 - 231
IRS valuation - 98 - 125
Options - 24 - -
Fund participation units - 50 - -
Financial assets - 305 - 365
Currency forward - 82 - -
Commodity forward - - - -
Commodity SWAP - 7 - -
Contractsfor purchase/sale of coal - 20 - -
IRS valuation - 15 - 30
Financial liabilities - 124 - 30

In addition, the Group presents CCIRS derivative that hedgesforeign exchange rate and interestrate (Level 2).

Inventories are described in note 14 of these financial statements, whereas derivatives are presented in note 25.1.2 of these financial statements. During the current and comparative reporting periods, there were no transfers of financial instruments between the first and second level of fair value hierarchy.

Presented below are the terms of the derivative instruments and otherreceivables carried at fair value through profit orloss.

As atDecember 31, 2017 As atDecember 31, 2016
Value in financial
statementsin PLN
Nominal value
in currency
Value in financial
statementsin PLN
nominal
value in
currency
Maturity
Currency forward - EUR 1 17 by January 2018
Commodity forward sale EUA - EUR - 9 by March 2020
Commodity forward purchase EUA - EUR - - 8 - by March 2020
514 514 by June 2019
CCIRS – EUR to PLN 44 144 231 144 by July 2029
IRS – interestrate PLN 98 3,630 125 3,630 by September
2023
1,000 1,000 by December
2027
Options 24 6 - - by July 2022
Investmentfund participation units 50 50 - - n/a
Commodity forward - EUR 14 219 - - by March 2020
12 - -
Currency forward - EUR 1 6 - - by April 2019
Commodity SWAP -USD 64 79 - - by December
1 - - 2018
Currency forward -USD 1 3 - - by January 2019
Contractsfor purchase -USD 9 100 - - by December
Contractsforsale -USD 26 - - 2018
Financial assets 305 - 365
Currency forward - EUR (19) 193 - 1 by March 2020
IRS – interestrate PLN (13) 500 - - by December
2027
1,000 23 1,000 by June 2018
IRS - interestrateUSD (2) 16 (7) 24 by June 2018
Currency forward - EUR (30) 137 - - by April 2020
Commodity SWAP -USD (7) 1
12
-
-
-
-
by December
2018
Currency forward -USD 121 - -
Currency forward - EUR (28) 8 - - by January 2019
Currency forward -USD (5) 25 - - byNovember
2018
Contractsfor purchase -USD (20) 45 - - by December

Applied accounting principles (policies) and explanatory notes are an integral part of the consolidated financial statements

Contractsforsale -USD 53 - 2018
-
Financial liabilities (124) (30)

25.4 Statementofcomprehensiveincome

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The table below presents the combined effect of the various categories of the financial instruments on the finance income and finance costs.

Year ended
December 31, 2017
Cash Financial
instruments
measured atfair
value
Hedging
derivatives
Available-for
sale financial
assets
Loans and
receivables
Financial liabilities
at amortised cost
TOTAL
Dividends - - - 5 - - 5
Interest income / (expenses) 67 (4) (4) - 16 (160) (85)
Exchange differences (4) - (166) - (2) 214 42
Reversal of impairment /
revaluation
- 37 - - 2 - 39
Recognition of impairment /
revaluation
- (12) - (92) (7) (111)
Loss on disposal of
investment
- - - (93) - - (93)
TOTAL PROFIT/ (LOSS) 63 21 (170) (88) (76) 47 (203)
Year ended
December 31, 2016
Cash Financial
instruments
measured atfair
value
Hedging
derivatives
Available-for
sale financial
assets
Loans and
receivables
Financial liabilities
at amortised cost
TOTAL
Dividends - - - 2 - - 2
Interest income / (expenses) 22 (23) (61) - 28 (42) (76)
Exchange differences 11 - 107 - 3 (140) (19)
Reversal of impairment /
revaluation
- 25 1 - 91 - 117
Recognition of impairment /
revaluation
- (10) - - (2) - (12)
TOTAL PROFIT/ (LOSS) 33 (8) 47 2 120 (182) 12

25.5 Collateralsforrepaymentofreceivablesandliabilities

The Group uses many financial instruments and combinations thereof as collaterals for repayment of loans. The most frequently used are agreements for transfer of receivables, bills and execution statements. Additionally, the Group uses powers of attorney to bank accounts and assignments of receivables.

As at the reporting date, the following assets were used as collateral forrepayment of liabilities or contingent liabilities:

As at As at
December 31, 2017 December 31, 2016
Property, plant and equipment 862 915
Inventories 45 51
Trade receivables 52 34
TOTALASSETS AS COLLATERAL FOR REPAYMENTOF LIABILITIES 959 1,000

Property, plant and equipment presented in the table above are collateralsfor repayment of drawn investment credits. As at December 31, 2017 and as at December 31, 2016 the most significant item is a collateral mortgage on the power unit 858 MW constructed in PGE Górnictwo i Energetyka Konwencjonalna S.A. Branch Bełchatów Power Plant.

Collateral on inventories comprise mainly pledgesrelated to loansreceived from environmental funds.

PGE Group companies are obliged to maintain a specified cash balance on its accounts held with PKO BP and Nordea Bank AB according to the rules of Izba Rozliczeniowa Giełd Towarowych S.A. (Warsaw Commodity Clearing House) and to participate in a guarantee fund. Cash from the two titles mentioned above is accounted for as restricted cash. As at December 31, 2017 it amounted to PLN 92 million (PLN 72 million in the comparative period).

26. Objectivesandprinciplesoffinancialriskmanagement

The main goal of financial risk management at PGE Group isto support the process of creating value forshareholders and to implement businessstrategies of the Group through maintaining the financialrisk at the level acceptable forthe Group management.

Responsibility for managing PGE Group's financial risk lies with the Management Board of PGE S.A. The Management Board specifies risk appetite, understood as an acceptable level of deterioration of PGE Group's financial results, taking into consideration its current and planned economic and financial situation. The Management Board also decided on the allocation of risk appetite to specific business areas.

The organisation of a function of financial risk management at PGE Group is based on the principle of independence of an entity responsible for measurement and control of risk at PGE Group (Risk Department at PGE Polska Grupa Energetyczna S.A.) vs business entities (risk owners) responsible for taking and managing the risk on an ongoing basis. Risk reports are submitted directly to the Risk Committee, Audit Committee and the Management Board of PGE S.A.

PGE Group has a Risk Committee that exercises oversight of the financial and corporate risk management process at PGE Group. The Risk Committee monitors PGE Group's exposure levels, sets limits for significant financial risks, accepts methodologies in financial risk resulting from trade and finance activities, permits expansions of activitiesin new business areas and makes key decisionsregarding risk management.

Financial risk is managed at Group level, in an integrated manner. This process is implemented and/or supervised by PGE Group's Corporate Centre, which is a centre of competences in this area. Exposures to risk generated by business areas are examined on a comprehensive basis, taking into account interdependencies, the possibility of using natural hedging effects and the overall impact on PGE Group'srisk profile and financialsituation.

The financialrisk management model includes:

  • collection and consolidation of data on exposure to particular categories of financial risk;
  • calculation of Value-at-Risk and Profit-at-Risk forspecific risk factors and overall for all risk factors;
  • management of the PGE Group's consolidated exposure in relation to capital at risk and risk limits established based on it (including the identification and implementation of hedging strategies).

In key areas of financialrisk, PGE Group hasimplemented internalregulationsfor managing these risks.

PGE Group is exposed to a variety of financial risks:

  • market risk (commodity risk, interest rate risk, currency risk);
  • liquidity risk;
  • credit risk.

`

PGE Group's exposure to specific financial risks depends on the scope of activitiesin commodity and financial markets.

26.1 Marketrisk

Marketrisk covers commodity risk, interestrate risk, currency risk.

The main objective of managing market risk at PGE Group is to retain a level of risk resulting from trade and finance activities at an acceptable level and to support businessstrategy and maximisation of the Group's value forshareholders.

PGE Group's proceduresfor managing specific marketrisk categoriesin trade and finance activitiesspecify the following:

  • objective,scope and rulesfor managing risk;
  • responsibility for managing risk;
  • management and operational processes within risk management in trade activities on electricity markets and electric product markets and as regardsfinance activities;
  • ways of identifying sources of exposure to risk;
  • methodsfor measuring and monitoring exposures to risk.

PGE Group's market risk management rules also specify ways to set risk appetite, limit exposures to market risk based on Profit-at-Risk and Value-at-Risk and mechanismsforlimiting risk when limits are exceeded.

26.1.1 Commodityrisk

Commodity risk isrelated to the possibility that financialresults deteriorate as a result of changesin commodity prices.

PGE Group companies' exposure to commodity risk relatesto the following commodity markets:

Electricity;

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  • CO2 emission rights;
  • rights to electricity origin certificates;
  • hard coal;
  • natural gas;
  • biomass and other fuels.

PGE Group owns lignite mines that deliver production fuel to two power plants operating within the PGE Group. Due to this fact, the Group's exposure to price risk in this area is notsignificant.

Selected types of commodity risk (including currency) that PGE Group is exposed to:

Risk associated with Description Example of exposure source
Risk of changesin
electricity prices

PGE Group has a natural long position
due to its generation assets and a lack
of possibility to place its production
on the market at a pre-determined
price.

Cost to generate electricity,

Price of electricity sale contracts to retail
clients,

Price of transactions to buy/sell energy on the
wholesalemarket,
Risk of changesin the
prices of property rights
to electricity origin
certificates;

PGE Group has a net short position
resulting
from
the
obligation
to
redeem property rights related to the
sale of electricity to end users.

Price of transactions to buy/sell property
rights on the wholesale market,
Risk of changesin the
prices of CO2 emission
allowances

Risk related to changesin the prices of
CO2 emission allowances in EUR and
risk of changes in EUR/PLN exchange
rate;

PGE Group has a short position given
its
electricity
generation
at
units
participating in the EU-ETS scheme.

Use of generation sources not as planned
due to their varying emission levels;

Uncertainty with regard to volume of free
allowancesreceived in EU-ETS scheme;

Price of transactionsto buy/sell CO2 emission
allowances on the wholesale market.
Risk of fuel price
changes(including hard
coal, natural gas,
biomass, heating oil)

Risk of commodity price changes,
including commodities denominated
in foreign currency (or indexed to
foreign currency) and foreign currency
risk;

PGE Group has a short position due to
its need to purchase fuel on the
market.

Price of transactions to buy/sell fuel on the
wholesalemarket.
Long-term volume risk
Risk related to changes in demand for
electricity
in
the
National
Power
System.

Macroeconomic
situation,
especially
in
energy-intensive industries;

Technological changes, especially in energy
efficiency;

Climate changes;

Regulations,
including
preferences
for
specific sectors of the energy industry;

Degree of integration with foreign power
systems.
Short-term volume risk
Risk related to changes in planned
electricity sales volumes as a result of
changes
in
retail
demand
for
electricity

Trends
among
retail
clients
concerning
changesin energy providers;

Regulations, including those pertaining to
the opportunity to change energy providers;

Short-, mid-term weather changes;

Risk associated to the model for planning
demand for energy and quality of source
data used in planning.

Applied accounting principles (policies) and explanatory notes are an integral part of the consolidated financial statements

PGE Group has a strategy for hedging key exposures in trading electricity and related commodities adequately to the level of risk appetite over a mid-term horizon. The level of hedging for an open position isset taking into account risk appetite, results of monitoring the risk of electricity and related product prices, liquidity of specific markets as well as the financial situation of the Group and the Group'sstrategic objectives.

PGE Group's exposure to commodity price risk (as regards raw materials) reflects the volume of external purchases of each raw material, as presented in the table below:

Year ended December 31, 2017 Year ended December 31, 2017
COMMODITY Tonnage – external
Purchase costs
purchase (in
(PLN million)
thousand tonnes)
Tonnage – external
purchase (in thousand
tonnes)
Purchase costs
(PLN million)
Hard coal 6,211 1,395 5,340 1,141
CO2 emission rights for capitive use 11,447 247 40,681 937
3
Natural gas [thousand m
]
756,850 527 659,542 454
Biomass 528 99 868 190
Fuel oil 36 51 41 41
TOTAL 2,319 2,763

As described in note 15 to these financialstatements, the Group changed rulesfor purchasing CO2 emission allowances.

26.1.2 Interestraterisk

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Interestrate risk isrelated to the possibility that financialresults deteriorate as a result of changesin interestrates.

PGE Group's exposure to interest rate risk results from the fact that PGE Group companies finance their operating and investing activities with financing at variable interest rates, in the form of credits, loans and bonds in domestic and foreign currency, or through investmentsin financial assets at variable orfixed interestrates.

PGE Group controlsinterest rate risk through a system of limits relating to the maximum potential loss due to changes in interest rates in related to consolidated exposure to interest rate risk by PGE Group companies. The interest rate risk measure is based on the Value at Risk methodology.

Moreover, PGE Group sets out hedging strategiesin relation to consolidated exposure to the Group's interest rate risk through hedging coefficients that are subject to approval by the Risk Committee and Management Board of PGE S.A. The hedging strategy and level of interestrate risk are subject to monitoring and are regularly reported to the Risk Committee.

PGE Group companies executes derivative transactions concerning instruments that are based on interest rate only in order to hedge identified risk exposures. Regulations applicable to PGE Group do not permit derivative transactions based on interest rate for the purposes of speculative transactions that would be intended to generate additional earnings resulting from changes in interest rates while exposing the Company to a risk of potential losses.

Bondsissued in the amount of PLN 1 billion under the Bonds issue program of PLN 5 billion are interest-bearing bonds at a variable rate in PLN. Payments underthese bonds are secured using Interest Rate Swaps.

Bonds issued under the medium term Eurobonds Issue Program, are interest bearing bonds at a fixed rate in EUR. Payments relating to these bonds are hedged by CCIRS transactions.

Long-term bank credit of PLN 1.5 billion under the terms of Credit Agreements signed on December 17, 2014, and December 4, 2015, with Bank Gospodarstwa Krajowego and syndicated loan (term loan facility tranche) of PLN 3.63 billion under the terms of Credit Agreementsigned on September 7, 2015. These credit facilities are based on variable interest ratesin PLN. Payments under these credit facilities are secured using Interest Rate Swaps.

Bond programmes are described in note 25.1.4, hedging instrumentsin note 25.1.4 to these financialstatements.

PGE Group's exposure to interestrate risk and concentration of thisrisk by currencies:

PGE Group's exposure to interestrate risk and concentration of thisrisk by currency:

Type of interest As at December 31, 2017 As at December 31, 2016
Fixed - -
Derivatives - assets exposed to PLN Variable 122 125
interest rate risk Fixed - -
Other currencies Variable 133 240
Fixed 2,553 5,046
PLN Variable 4 -
Deposits, cash and debt securities Fixed 153 59
Other currencies Variable - 89
PLN Fixed - -
Derivatives – liabilities, exposed to Variable (13) (23)
interest rate risk Fixed - -
Other currencies Variable (111) (7)
Fixed (356) (121)
PLN Variable (6,351) (6,381)
Loans, borrowings, bonds and lease Fixed (2,682) (2,842)
Other currencies Variable (655) (670)
Fixed 2,197 4,925
PLN Variable (6,238) (6,279)
Net exposure Fixed (2,529) (2,783)
Other currencies Variable (633) (348)

Interest rates on variable interest rate financial instruments are updated in periods shorter than one year. Interest rates on fixed interestrate financial instruments are fixed throughout the whole period until maturity of these instruments.

26.1.3 Currencyrisk

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Currency risk isrelated to the possibility that financialresults deteriorate as a result of changesin currency prices.

The main sources of PGE Group's exposure to currency risk are presented below:

  • capital expenditures denominated in or indexed to foreign currencies;
  • loans and borrowings denominated in foreign currencies;
  • sales of electricity denominated in foreign currencies(export);
  • fees denominated in or indexed to foreign currency relevant to purchase of transmission capacities;
  • sales and purchases of CO2 emission rights and gas as well as purchases of hard coal denominated in or indexed to foreign currencies;
  • expensesrelated to current use of production goods denominated in or indexed to foreign currencies;
  • financial assets with deposit characteristics denominated in foreign currencies;
  • other operating flows denominated in or indexed to foreign currencies.

PGE Group controls currency risk through a system of limits relating to the maximum potential loss due to changes in exchange ratesin related to consolidated exposure to currency risk by PGE Group companies. The currency risk measure is based on the Value at Risk methodology.

Moreover, PGE Group sets out hedging strategies for the Group's currency risk using hedging ratios subject to approval by the Company's Risk Committee and Management Board. The hedging strategy and level of currency risk are subject to monitoring and are regularly reported to the Risk Committee.

PGE Group companies conclude derivative transactions concerning instruments that are based on interest rates only in order to hedge identified risk exposures.

Regulations applicable to PGE Group do not permit derivative transactions based on currency for the purposes of speculative transactions that would be intended to generate additional earnings resulting from changes in currencies while exposing the Company to a risk of potential losses.

The following tables present the Group's exposure to currency risk by class of financial instrument:

CURRENCY POSITION AT DECEMBER 31, 2017
Total value in financial EUR USD
statements in PLN Currency PLN Currency PLN
FINANCIAL ASSETS
Trade and other financial receivables, including: 3,680 3 13 3 10
Trade receivables 3,159 - - 3 10
Other receivables 350 3 13 - -
Cash and cash equivalents 2,552 32 132 6 21
Derivatives, including: 305 720 3,004 23 79
Measured at fair value through profit or loss 89 9 38 23 79
Hedging instruments 44 711 2,966 - -
FINANCIAL LIABILITIES
Loans, borrowings, bonds, including: (10,045) (753) (3,306) (55) (191)
Interest bearing loans and borrowings (6,358) (111) (464) (55) (191)
Bondsissued and debt securities (3,683) (642) (2,842) - -
Trade and other financial liabilities measured
at amortised cost
(3,610) (8) (34) (22) (76)
Trade liabilities (1,650) (1) (5) (22) (76)
Liabilities due to purchase of property, plant
and equipment, intangible assets
(1,418) (1) (4) - -
Other financial liabilities (542) (6) (25) - -
Derivatives, including: (124) (338) (1,405) (167) (583)
Measured at fair value through profit or loss (106) (338) (1,405) (140) (488)
Hedging instruments (5) - - (27) (95)
NET CURRENCY POSITION (344) (1,596) (212) (740)

The carrying amount of derivative instruments is their fair value. The value of currency risk exposure for forward derivatives is their nominal value at currency. The value of currency risk exposure for CCIRS derivativesisthe currency value of discounted cash flows of currency leg.

CURRENCY POSITION AT DECEMBER 31, 2016
Total value in financial EUR USD
statements in PLN Currency PLN Currency PLN
FINANCIAL ASSETS
Trade and other financial receivables, including: 6,562 39 173 - -
Bonds acquired, bills 89 20 89 - -
Trade receivables 2,705 19 84 - -
Cash and cash equivalents 2,669 13 59 - -
Derivatives, including: 365 743 3,288 - -
Measured at fair value through profit or loss 9 15 66 - -
CCIRS hedging instuments 231 728 3,222 - -
FINANCIAL LIABILITIES
Loans, borrowings, bonds, including: (10,014) (771) (3,411) (24) (101)
Interest bearing loans and borrowings (6,171) (129) (569) (24) (101)
Bonds issued and debt securities (3,842) (642) (2,842) - -
Trade and other financial liabilities measured at
amortised cost, including:
(3,589) (16) (65) - -
Trade liabilities (976) (8) (33) - -
Liabilities due to purchase of property, plant and
equipment, intangible assets
(1,237) >(1) (2) - -
Other financial liabilities (123) (7) (30)
Derivatives, including: (30) - - (2) (7)
Measured at fair value through profit or loss (30) - - (2) (7)
NET CURRENCY POSITION 8 44 (26) (108)

The carrying amount of derivative instruments is their fair value. The value of currency risk exposure for forward derivatives is their nominal value at currency. The value of currency risk exposure for CCIRS derivativesisthe currency value of discounted cash flows of currency leg.

26.2 Liquidityrisk

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Liquidity risk concerns a situation in which the company is unable to meet itsliabilities(current or non-current) when they become due.

The main objective of liquidity risk management at PGE Group is to ensure and maintain the companies' ability to meet their existing and future financial liabilities, taking into account the cost to obtain liquidity.

Liquidity risk management at PGE Group involves planning and monitoring short- and long-term cash flows from operating, investing and financing activities and taking action intended to secure funds for the activities of PGE Group, while limiting the cost of these actions.

Periodic planning and monitoring of liquidity makes it possible to secure funds for any liquidity gaps by allocating funds among PGE Group companies(cash pooling) as well as using external financing, including overdrafts.

Liquidity risk management in the long term allows PGE Group to define its borrowing capacity and supports decisions regarding the financing of long-term investments.

PGE Group has a central financing model in which, as a rule, agreements relating to external financing are executed by PGE S.A. PGE Group subsidiaries use various sources of intra-group financing such as loans, bonds, bank account consolidation agreements and real cash pooling agreements.

PGE Group uses various financing sources, such as overdrafts, term loans and investment loans, issue of domestic bonds and eurobonds.

The following table presents maturities of the Group's financial liabilities at reporting dates by maturity based on contractual nodiscounted payments

Carrying
amount
Total
payments
Under 3
months
From 3 to
12 months
From 1 year
to 5 years
Over 5
years
As at December 31, 2017
Loans and borrowings 6,358 7,103 90 499 3,871 2,643
Bonds issued 3,683 3,949 - 1,064 2,189 696
Trade and other financial liabilities 3,610 3,610 3,189 40 48 333
Finance lease liabilities and lease agreement
with purchase option
4 4 1 1 2 -
Derivatives 124 125 15 81 33 (4)
TOTAL 13,779 14,791 3,295 1,685 6,143 3,668
As at December 31, 2016 Carrying
amount
Total
payments
Under 3
months
From 3 to
12 months
From 1 year
to 5 years
Over 5
years
Loans and borrowings 6,171 6,887 69 278 2,084 4,456
Bonds issued 3,842 4,206 - 79 3,370 757
Bonds issued 3,842 4,206 - 79 3,370 757
Trade and other financial liabilities 3,589 3,589 2,263 1,293 33 -
Finance lease liabilities and lease agreement
with purchase option
1 1 - 1 - -
Derivatives 30 30 - 20 10 -
TOTAL 13,633 14,713 2,332 1,671 5,497 5,213

26.3 Creditrisk

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Credit risk is connected with a potential credit event that can occur, such as insolvency of a customer, partial payment of a receivable, significant delay in receivable payment or other breaches of contract conditions (in particular the lack of delivery and acceptance of the goods as agreed in the contract and the possible non-payment for damages and contractual penalties).

PGE Group companies are exposed to credit risk arising in the following areas:

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  • basic activities of entities the credit risk results from, among others, purchases and sales of electricity and heat, purchases and sales of energy origin rights and CO2 emission rights, purchases of fuels etc. This relates primarily to the possibility of a default by the other party of the transaction, if fair value of the transaction is positive from the point of view of the Group;
  • investment activities of entities the credit risk results from transactions resulting from investment projects which depend on the financialsituation of the Group'ssuppliers;
  • investing free cash of entities the credit risk resultsfrom investing free cash of the PGE Group entitiesin securities bearing credit risk, i.e. financial instruments other than those issued by the State Treasury.

There are significant concentrations of credit risk within PGE Group related to trade receivables. The three most significant customers accounted for ca. 7% of the trade receivables balance.

Maximum creditrisk exposure resulting from PGE Group'sfinancial assetsis equal to the carrying value of these items.

Year ended Year ended
December 31, 2017 December 31, 2016
Trade and other financial receivables 3,680 6,562
Cash and cash equivalents 2,552 2,669
Derivatives - assets 305 365
MAXIMUM EXPOSURE TOCREDIT RISK 6,537 9,596

26.3.1 Tradereceivables Otherloansandfinancialreceivables

The terms of payments for trade receivables are usually 2-3 weeks. In 2017 the PGE Group received payments for receivables on average after 49 days (debtors turnover ratio in the main companies of the PGE Group ranged between 12 and 61 days).. Trade receivables relate mainly to receivables for energy sold and distribution services. According to the management, due to current control overtrade receivables, there is no additional creditrisk that would exceed the levelreflected by allowancesforreceivables.

PGE Group reduces and controls credit risk related to commercial transactions in accordance with harmonised credit risk management rules implemented at all key PGE Group companies. In the case of trade transactions which due to high value may generate substantial loss in case of failure of business partner to comply with the agreement, the assessment of contractor is carried out before the transaction is conducted, taking into account contractor's financial analysis, its credit history and other factors. Based on the assessment, an internal rating isrecognised or PGE Group uses a rating determined by an independent reputable agency. A limit for the contractor is set based on the rating. Entering into contracts that would increase exposure above the limit, requires in principle the collateral in line with PGE Group'srules pertaining to creditrisk management. The level of used limit isregularly monitored and reported to the Risk Committee and if it is substantially exceeded, units responsible for contractor's risk are obliged to undertake measures to eliminate them. PGE Group regularly monitors payments of receivables and uses system of early vindication, taking into consideration deadlines arising from the energy law and high level of repayment of receivables with short term of expire. It also works with credit bureaus and debt collection companies.

Creditrisk relating to trade receivables by geographicalregion is presented in the table below:

December 31, 2017 December 31, 2016
Receivables balance % share Receivables balance % share
Poland 3,070 97% 2,691 99%
Netherlands 59 2% - -
Other 30 1% 14 1%
TOTAL 3,159 100% 2,705 100%

Ageing of receivables and impairment

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As at December 31, 2017 part of financial assets was covered by impairment allowances. The change in allowances accounts for these classes of financial instrumentsis presented in the table below:

Year ended December 31, 2017 Trade and otherreceivables Otherfinancialreceivables Bonds
Impairment as of January 1 (170) (195) (297)
Impairment allowance used 13 5 -
Reversal of impairment allowance 5 9 -
Recognition of impairment losses (14) (22) (89)
Acquisition of companies (16) - -
Sale of companies 7 - -
Other changes 5 - -
Impairment as of December 31 (170) (203) (386)
Value before impairment allowance 3,329 724 386
Net value (carrying amount) 3,159 521 -

Impairment of trade receivables concerns the supply and distribution segments. The total amount of trade receivables impairment at these companies as at December 31, 2017, was PLN 141 million (PLN 147 million in 2016).

Impairment lossesrecognised on bonds of PLN 89million relate to Autostrada Wielkopolska S.A.

There are no significant receivables in the Group that would be substantially past due and not covered by an impairment allowance, except for disputed claimsfrom ENEA S.A. described in detail in note 28.4 of these financialstatements.

Year ended December 31, 2016 Trade and otherreceivables Otherfinancialreceivables Bonds
Impairment as of January 1 (212) (181) (386)
Impairment allowance used 46 12 -
Reversal of impairment allowance 4 11 89
Recognition of impairment allowance (16) (25) -
Other changes 8 (12) -
Impairment as of December 31 (170) (195) (297)
Value before impairment allowance 2,875 3,963 386
Net value (carrying amount) 2,705 3,768 89

Analysis of ageing structure of trade receivables and other loans and receivables taking into account impairment allowances is presented below:

DECEMBER 31, 2017 DECEMBER 31, 2016
Gross Impairment
alowance
Carrying
amount
Gross Impairment
allowance
Carrying
amount
Receivables before due date 3,776 (449) 3,327 6,638 (360) 6,278
Past due <30 days 242 (9) 233 197 (2) 195
Past due 30-90 days 51 (2) 49 40 (1) 39
Past due 90-180 days 28 (7) 21 14 (8) 6
Past due 180-360 days 20 (15) 5 62 (19) 43
Past due >360 days 322 (277) 45 273 (272) 1
Receivables past due, total 663 (310) 353 586 (302) 284
Trade and other financial receivables 4,439 (759) 3,680 7,224 (662) 6,562

As at December 31, 2017, more than 55% of overdue trade receivables and other loans and receivables that were not covered by an impairment allowancesrelated to sale of energy to end-users.

26.3.2 Deposits,cashandcashequivalents

The Group manages credit risk related to cash and cash equivalents by diversification of banks in which surpluses of cash are allocated. All entities with which PGE Group concludes deposit transactions with operate in the financial sector. These can only be banks registered in Poland or divisions of foreign banks with high investment level ratings, adequate indicator ofsolvency and equity as well as strong, stable market position. The share of three major banks in which PGE Group allocated the most significant cash balances as at December 31, 2017, accounted for approximately 72% (80% in the comparative period).

26.3.3 Derivatives

All entities with which PGE Group concludes derivative transactions with operate in the financial sector. These are banks with investment ratings, adequate equity and strong,stable market position. As at the reporting date, PGE Group was party to the derivative transactions, described in detail in note 25.1.2 to these financialstatements.

26.3.4 Guaranteesandsuretiesissued

Guarantees and suretiesissued by PGE Group companies are presented in note 28 to these financialstatements.

26.4 Market(financial)risk-sensitityanalysis

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PGE Group is exposed mainly to currency risk related to foreign exchange rates between EUR/PLN, USD/PLN and to interest rate risk related to referential interest rates of PLN, EUR, USD. PGE Group uses a script analysis method for the purpose of analysing sensitivity to changes of market risk factorsi.e. the Group uses experts'scriptsreflecting the subjective opinion in relation to future fluctuations of individual marketrisk factors.

The scenario analysis presented in this point is intended to analyse the influence of changes in market risk factors on consolidated financialresults. Only those itemsthat can be defined asfinancial instruments are subject to the analysis of interest and currency risk.

In sensitivity analysis related to interest rate risk, PGE Group applies parallel shift of interest rate curve related to a potential possible change of referential interestrates during the following year.

In case of sensitivity analysis of interest rates' fluctuations, the effect of risk factors' changes could be recorded in the consolidated statement of comprehensive income asincome or expenses or asrevaluation of financial instruments measured at fair value.

The sensitivity analysis related to all types of market risks PGE Group is exposed to as at the reporting date, indicating the potential influence of changes of individualrisk factors by class of financial assets and liabilities on profit before tax is presented below.

The currency risk exposure for derivative forward instruments is their nominal value together with accrued interest to the reporting date, translated into Polish zloty at the closing rate as at December 31, 2017 and December 31, 2016, without taking the discount into account. The book value of derivatives constitutestheirfair value measurement.

Sensitivity analysisfor currency risk

The table below presents sensitivity of financial instruments to reasonably possible changes in foreign currency exchange rates, under the assumption ofstability of otherrisk factors.

SENSITIVITYANALYSIS FORCURRENCY RISKASATDECEMBER31, 2017
FINANCIAL INSTRUMENTS BY CLASS Carrying amount
in PLN
Amount
exposed
EUR/PLN
Impact on financial
result / Equity
USD/PLN
Impact on financial
result / Equity
to risk +10% -10% +10% -10%
Trade and other financial receivables 3,680 23 1 (1) 1 (1)
Cash and cash equivalents 2,552 153 13 (13) 2 (2)
Derivatives measured at fair value through
profit or loss
89 117 13 (13) 2 (2)
Hedging derivatives 44 2,966 274 (274) - -
Interest bearing loans and borrowings (6,358) (655) (46) 46 (19) 19
Bonds issued (3,683) (2,282) (268) 268 - -
Trade and other financial liabilities (3,610) (109) (3) 3 (8) 8
Derivatives measured at fair value through
profit or loss
(106) (1,893) (141) 141 (49) 49
IMPACT ON FINANCIAL RESULT (157) 157 (71) 71
Hedging instruments 39 2,871 22 (22) (10) 10
IMPACT ON REVALUATION RESERVE 22 (22) (10) 10
SENSITIVITYANALYSIS FORCURRENCY RISKASATDECEMBER31, 2016
EUR/PLN USD/PLN
Carrying amount Impact on financial result / Impact on financial result /
FINANCIAL INSTRUMENTS BY CLASS in PLN Value at risk equity equity
+10% -10% +10% -10%
Trade and other financial receivables 6,562 172 17 (17) - -
Cash and cash equivalents 2,669 59 6 (6) - -
Derivatives - assets 9 66 7 (7) - -
CCIRS hedges 231 3,222 291 (291) - -
Interest bearing loans and borrowings (6,171) (670) (57) 57 (10) 10
Bonds issued (3,842) (2,842) (284) 284 - -
Trade and other financial payables (3,589) (65) (7) 7 - -
Derivatives - liabilities (30) (7) - - (1) 1
Impact on financial result (27) 27 (11) 11
CCIRS hedges 231 3,222 31 (31) - -
Impact on revaluation reserve 31 (31) - -

Sensitivity analysisfor interestrate risk

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The Group identifies exposure to interest rate risk related to WIBOR, EURIBOR and LIBOR. The table below presents the sensitivity of financial instrumentsto reasonably possible changesin interestrates, under assumption ofstability of otherrisk factors.

FINANCIALASSETSANDLIABILITIES Carrying
amount
in PLN
Value at
risk
WIBOR
Impact on financial
result / equity
+50bp
-50bp EURIBOR
Impact on financial
result / equity
+25bp
-25bp LIBOR USD
Impact on financial
result / equity
+25bp* -25bp
Derivatives measured at fair value through
profit or loss - assets
305 111 <1 <(1) <1 <(1) <1 <(1)
Interest bearing loans and borrowings (6,358) (6,002) (27) 27 (1) 1 <(1) <1
Bondsissued (3,683) (1,000) (5) 5 - - - -
Lease (4) (4) - - - - - -
Derivatives measured at fair value
through profit or loss - liabilities
(114) (27) - - - - - -
Impact on financial result (32) 32 (1) 1 - -
CCIRS hedges 44 44 46 (48) (27) 27 - -
IRS hedges - assets 98 98 109 (113) - - - -
IRS hedges - liabilities (5) (5) (12) 16 - - - -
Impact on revaluation reserve 143 (145) (27) 27 - -

SENSITIVITYANALYSIS FORINTEREST RATERISK ASATDECEMBER 31, 2016

SENSITIVITYANALYSIS FORINTEREST RATERISK ASATDECEMBER 31, 2017

FINANCIALASSETSANDLIABILITIES Carrying
amount
in PLN
Value at
risk
WIBOR
Impact on financial
result / equity
EURIBOR
Impact on financial
result / equity
LIBOR USD
Impact on financial
result / equity
+50bp -50bp +25bp -25bp +25bp* -25bp
Trade and other receivables 6,562 88 - - <1 <(1) - -
Derivatives measured at fair value
through profit or loss - assets
365 9 - - - - - -
Interest bearing loans and borrowings (6,171) (6,050) (10) 10 (1) 1 - -
Bondsissued (3,842) (1,000) (5) 5 - - - -
Lease (1) (1) - - - - - -
Derivatives measured at fair value
through profit or loss - liabilities
(30) (30) 5 (5) - - <1 <(1)
Impact on financial result (10) 10 (1) 1 - -
CCIRS hedges 231 231 60 (62) (37) 37 - -
IRS hedges 125 125 128 (133) - - - -
Impact on revaluation reserve 188 (195) (37) 37 - -

Sensitivity analysisfor commodity price risk

The Group identifies exposure to commodity price risk, including commodities to produce electricity and heat using the Group's generating assets.

The table below presentsthe sensitivity analysisto changes of the purchase cost ofselected commodities by 10%:

AS AT DECEMBER 31, 2017 AS AT DECEMBER 31, 2016
Impact on financial result Impact on financial result
COMMODITY Purchase cost +10% -10% Purchase cost +10% -10%
Hard coal 1,395 140 (140) 1,141 114 (114)
CO2 emission allowances for captive
use
247 25 (25) 937 94 (94)
Natural gas [m3 000s] 527 53 (53) 454 45 (45)
Biomass 99 10 (10) 190 19 (19)
Fuel oil 51 5 (5) 41 4 (4)
TOTAL 2,319 233 (233) 2,763 276 (276)

26.5 Hedgeaccounting

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In connection with loans received from PGE Sweden AB (publ), PGE S.A. concluded CCIRS transactions, hedging the exchange rate. In these transactions, banks- counterparties pay PGE S.A. interest based on a fixed rate in EUR and PGE S.A. paysinterest based on a fixed rate in PLN. In the consolidated financial statements, a relevant part of the CCIRS transaction is treated as a hedge of bonds issued by PGE Sweden AB (publ).

PGE S.A. secures cash flow risk resulting from exchange rates related to forward contracts to purchase CO2 emission allowances, the price of which is expressed in EUR.

Hedge accounting is also applied to the IRS transactions hedging interest rate due to the financial liabilities under credit agreements such as the Credit Agreement with a syndicate of banks signed on September 7, 2015 and Credit Agreement with Bank Gospodarstwa Krajowego signed on December 17, 2014. In these transactions, banks - counterparties pay PGE S.A. interest based on a fixed rate in EUR and PGE S.A. paysinterest based on a fixed rate in PLN.

To recognise these CCIRS transactions, PGE Group uses hedge accounting. The impact of hedge accounting on the revaluation reserve is presented in note 20.3 to these financialstatements.

27. Statementofcashflows

27.1 Cashflowsfromoperatingactivities

(Profit) / loss on investing activities

Year ended Year ended
December 31, 2017 December 31, 2016
(Profit)/loss on sale of property, plant and equipment (13) (11)
(Profit)/loss on disposal of financial non-current assets 93 -
Change in impairment ofshares and otherfinancial assets 90 (84)
Matching costmeasurement of derivatives (76) (62)
Other 38 26
(PROFIT) / LOSSONINVESTING ACTIVITIES, TOTAL 132 (131)

Change in receivables

Year ended Year ended
December 31, 2017 December 31, 2016
Change in trade receivables and otherfinancialreceivables 2,882 (2,672)
Adjustmentfor changesin purchased bonds (88) 89
Adjustmentfor deposits (2,282) 2,311
Netting of LTC receivables/liabilities (1,241) -
Adjustmentfor acquisition ofsubsidiaries 321 -
Other (26) (3)
TOTAL CHANGE INRECEIVABLES (434) (275)

Change in inventories

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Year ended Year ended
December 31, 2017 December 31, 2016
Change in inventories (283) 363
Adjustmentfortransfer of investmentmaterialsto property, plant and equipment (2) (12)
Adjustmentfor property rightsfrom trialstartup - (9)
Adjustmentfor acquisition ofsubsidiaries 398 -
Other 2 -
TOTAL CHANGE ININVENTORIES 115 342

Change in liabilities, excluding loans and borrowings

Year ended
December 31, 2017
Year ended
December 31, 2016
Change in trade and otherfinancial payables 21 (390)
Change in other non-financial liabilities (119) 36
Adjustmentfor change in investmentliabilities (101) 298
Adjustmentfor changesin tax liabilities due to share capital increase 110 (110)
Netting of LTC receivables/liabilities 1,241 -
Adjustmentfor acquisition ofsubsidiaries (829) -
Other 20 (3)
TOTAL CHANGE INLIABILITIES 343 (169)

Change in other non-financial assets, prepayments and CO2 emission allowances

Year ended Year ended
December 31, 2017 December 31, 2016
Change in other assets 231 516
Change in CO2 emission allowances 907 (177)
Change in deferred income (107) (44)
Change in advancesfor construction in progress (285) (329)
Change in balance concerning financing/investing activities (15) (45)
Adjustmentfor acquisition ofsubsidiaries 144 -
Other (1) (17)
CHANGE INOTHER NON-FINANCIALASSETS, PREPAYMENTS AND CO2 EMISSIONRIGHTS, TOTAL 874 (96)

Change in provisions

Year ended
December 31, 2017
Year ended
December 31, 2016
Change in provisions 885 (668)
Change in actuarial provisionsrecognised in other comprehensive income (101) 249
Change in rehabilitation provision recognised in assets (192) 174
Adjustmentfor acquisition ofsubsidiaries (478) -
Other 3 1
TOTAL CHANGE INPROVISIONS 117 (244)

27.2 Cashflowsfrominvestingactivities

Purchase of property, plant and equipment and intangible assets

In 2017, the most significant capital expenditures were incurred by Conventional Generation segment (PLN 4,200 million, of which PLN 1,605 million is related to construction of units 5 and 6 at Opole Power Plant,PLN 830 million is related to construction of unit 11 at Turów Power Plant, PLN 184 million on modernisation of units 1-3 at Turów Power Plant, PLN 174 million on change in combustion waste storage technology and related installations at Bełchatów Power Plant) and the Distribution segment (PLN 1,619 million, most of which concerns connection of new clients as well as modernisation and expansion of power grid,stations.

In 2016, the Conventional Generation segment incurred PLN 5,788 million in expenditures and the Distribution segment PLN 1,730 million.

Purchase of financial assets and increase in stake in Group companies

Expendituresincurred in 2017 amounting to PLN 213 million related to the investment in Polska Grupa Górnicza (PLN 126 million) and in Polimex-Mostostal S.A. (described in notes 33.2 and 33.4 to these financialstatements, respectively).

In 2016, the amount of PLN 467 million concerns mainly investments in Polska Grupa Górnicza (PLN 444 million) and prepayments for BOŚ'sshares and acquisition ofsharesin an associate ElectroMobility.

Recognition and release of deposits with maturity over 3 months

In 2017, PGE S.A. released deposits with a maturity over 3 months at the total amount of PLN 2,340 million. In 2016, PGE S.A. concluded deposits with maturity over 3 monthsin the total amount of PLN 2,290million.

Additionally, companies belonging to Conventional Generation segment are obliged to hold cash of the Mine Liquidation Fund, which is collected and deposited asrequired by the Geological and Mining Law Act.

Purchase ofsubsidiaries after offsetting acquired cash

The Group recognised expenditures on the acquisition of EDF's companies in Poland. Funds paid PLN 1,992 million, subrogation of liabilities PLN 2,285 million, adjusted by acquired cash PLN 186 million. Details are presented in note 1.4 of these financialstatements.

Sale ofsubsidiaries after offsetting sold cash

On March 29, 2017 an agreement to sell 100% of EXATEL S.A. shares was executed. Along with the sale of EXATEL S.A., the Group lost control overitssubsidiary ENERGO-TEL S.A. The sale price amounting to PLN 369 million was adjusted by cash handed over.

27.3 Cashflowsfromfinancingactivities

Proceedsfrom loans

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In 2017, companies in the Conventional Generation segment received credits and loans from environmental funds worth a total of approx. PLN 116 million. PGE Paliwa sp. z o.o. increased its credit line debt by PLN 67 million. In 2016 the Group has used all of the credits available within the agreementssigned in previous years by PGE S.A. with Bank Gospodarstwa Krajowego and Syndicate of Banks in the total amount of PLN 4,630million.

Repayment of loans, borrowings, bonds and finance leasing

This position includes mainly repayment of loans from environmental funds obtained by Conventional Generation segment in the total amount of approximately PLN 193million and PLN 203 in the preceding reporting period.

Dividends paid

As described in note 20.8 to these financial statements, according to an updated dividend policy, the Group postponed the payment of dividendsfrom profit for 2016, 2017 and 2018.

In 2016, PGE S.A.'s General Meeting resolved to distribute PLN 467 million from the net profit of 2015 as a dividend. The remaining amount of PLN 4 million isrelated to dividends paid to non-controlling shareholders.

Interest paid

In 2017, this item included mainly interest on loans and credit of PLN 143 million, interest on bonds of PLN 77 million and interest on CCIRS and IRS of PLN 75 million.

In 2016, the Group paid interest mainly on: loans and credit (PLN 34 million), bonds (PLN 79 million) and financial instruments (CCIRS and IRS, PLN 83 million).

OTHER EXPLANATORY NOTES

28. Contingentliabilitiesandreceivables.Legalclaims

28.1 Contingentliabilities

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As at As at
December 31, 2017 December 31, 2016
Contingentreturn of grantsfrom environmental funds 753 469
Legal claims 188 73
Bank guarantee liabilities 223 -
Contingentreturn of CO2 emission rightsreceived free of charge - 115
Contractual fines and penalties 12 12
Employees' claims 2 1
Other contingentliabilities 74 61
Total contingentliabilities 1,252 731

Contingentreturn of grantsfrom environmental funds

The liabilities represent the value of possible future reimbursements of funds received by PGE Group companies from environmental funds for the particular investments. The funds will be reimbursed, if investments for which they were granted, will not bring the expected environmental effect.

Legal claims

Dispute with WorleyParsons

The contingent liability is mainly related to the dispute with WorleyParsons. WorleyParsons made a claim for payment of PLN 59 million due to the claimant and for the return of the amount that in the claimant's opinion was unduly collected by PGE EJ 1 sp. z o.o. from a bank guarantee. PGE EJ 1 sp.z o.o. filed a response to the lawsuit. Moreover, the value of the claims mentioned in the WorleyParsons' lawsuit of PLN 54 million was included in a request for payment of PLN 92 million related to termination of the agreement, that was filed by WorleyParsons on March 13, 2015. Through a letter of March 24, 2017, WorleyParsons expanded its claim from PLN 59 million to PLN 104 million (i.e. by PLN 45 million). The Court-ordered deadline for responding to the letter from WorleyParsons expanding the lawsuit is March 31, 2018. The Group does not accept the claim and regardsits possible admission by the court as unlikely.

Claimsrelated to property rightsale contracts executed by Energa-Obrót S.A.

In October 2017, PGE Energia Odnawialna S.A. and PGE Energia Natury sp. z o. o. (currently acquired by PGE Energia Odnawialna S.A.) received lawsuits in which Energa-Obrót S.A. demanded the annulment of legal relations that were to arise as a result of the execution of agreements to sell property rights resulting from electricity origin certificates from FW Kisielice in 2009, FW Koniecwałd (Malbork) and FW Galicja (a wind firm owned by PGE Energia Natury sp. z o.o.). The demands in all of Energa-Obrót S.A.'s lawsuits were based on the accusation that implementing agreements (agreement to sell specific property rights) were executed in circumvention of the Public Procurement Law. Alternatively, if framework agreements are considered as agreements on award of a public procurement, Energa-Obrót S.A. claimed absolute invalidity of such agreements due to them being executed in a way that violated the Public Procurement Law. In November 2017, these PGE companies submitted their responses to the lawsuits, stating that Energa-Obrót S.A.'s accusations are groundless. Proceedings in these cases are in progress.

In addition, through motions of September 2017, Energa-Obrót S.A. summoned PGE Energia Odnawialna S.A. and PGE Energia Natury sp. z o.o. (currently acquired by PGE Energia Odnawialna S.A.) to amicably resolve disputes regarding payment of a claim totalling PLN 71 million for undue considerations paid based on invalid agreements from 2009. No agreement was reached at hearings that took place in November and December 2017. In connection with this, a PLN 71 million claim is recognised as a contingent liability in these financial statements. The Group does not accept the claims and regards their possible admission by the court as unlikely.

Citing invalidity of the agreements from 2009, Energa-Obrót S.A. refused to purchase property rights generated in connection with the generation of renewable electricity at wind farms FW Kisielice, FW Koniecwałd (Malbork) and FW Galicja, which constituted a breach of contractual terms and resulted in contractual penalty claims that were recognised as revenue in the current period, amounting to PLN 16 million. In light of the refusal to pay contractual penalties, PGE Energia Odnawialna S.A. intends to seek their payment in court.

Estimated volume of the green certificates covered by the aforementioned contracts with Energa-Obrót S.A. amountsto 836 000 MWh. This volume was calculated based on the volume of production in the period from July 2017 (FW Koniecwałd/Malbork) or from August 2017 (other farms) to the end of the expected support periods for each of the farms.

Bank guarantee liabilities

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These liabilities for the most part present bank guarantees provided as collateral for stock market transactions resulting from membership in the Stock Exchange Clearninghouse. As at December 31, 2017, the total amount of bank guarantees was PLN 215 million.

Contractual fines and penalties

The contingent liability comprises mainly accrued contractual fines relating to the delay in realization of the investment issued by the Mayor of the City and Municipality of Gryfino to Zespół Elektrowni Dolna Odra S.A. (currently PGE Górnictwo i Energetyka Konwencjonalna S.A.). The Group committed to the Municipality of Gryfino to accomplish two investments with the total value of not lessthan almost PLN 8 million until the end of 2018. Failure to realize investmentsincluded in the agreement willresult in claimsrelating to contractual fines and penalties by the Municipality of Gryfino.

Other contingentliabilities

Other contingent liabilities comprise the value of potential claim from WorleyParsons of PLN 33 million, which was described above, as well as PLN 31 million related to risk of additional costsrelated to PGE Group's debt financing programmes.

28.2 Othersignificantissuesrelatedtocontingentliabilities

Non-contractual use of property

As described in note 21.4 of these financial statements the PGE Group recognises provision for disputes under court proceedings, concerning non-contractual use of properties for distribution activities. In addition, in the PGE Group, there are disputes at an earlier stage of proceedings and it cannot be excluded that the number and value ofsimilar disputes will grow in the future.

Contractual liabilitiesrelated to purchase of fuels

According to the concluded agreements on the purchase of fuels(mainly coal and gas), the PGE Group companies are obliged to collect the minimum volume of fuels and not to exceed the maximum level of collection of gasfuel in particular hours and months. A failure to collect a minimum volume of fuels specified in the contracts, may result in a necessity to pay some extra fee (in case of gas fuel, the volume not collected by power plants but paid up, may be collected within the next three contractual years).

In the PGE Group's opinion, the terms and conditions of fuel deliveries to its power generating units as described above do not differ from terms and conditions of fuel deliveriesto other power generating units on the Polish market.

28.3 Contingentreceivables

As at the reporting date, PGE Group held PLN 10 million in contingent receivables related to non-balancing of purchase and sale of energy on the domestic market. In the preceding year, as at December 31, 2016, this was a contingent liability and amounted to PLN 19 million.

28.4 Otherlegalclaimsanddisputes

Compensation for conversion ofshares

Former shareholders of PGE Górnictwo i Energetyka S.A. are presenting to the courts motions to summon PGE S.A. to a conciliation hearing concerning payment of compensation for incorrect (in their opinion) determination of the exchange ratio of shares of PGE Górnictwo i Energetyka S.A. into shares of PGE S.A. during a consolidation process that took place in 2010. The total value of claims resulting from summons to a conciliation hearing directed by the former shareholders of PGE Górnictwo i Energetyka S.A. amounts to over PLN 10million.

Regardless of the above, on November 12, 2014 Socrates Investment S.A. (an entity which purchased claims from former PGE Górnictwo i Energetyka S.A. shareholders) filed a lawsuit to impose a compensation in the total amount of over PLN 493 million (plus interest) for damages incurred in respect of incorrect (in their opinion) determination of the exchange ratio of shares in the merger of PGE Górnictwo i Energetyka S.A. and PGE S.A. The Company filed a response to the lawsuit. Currently the proceedings before the court of first instance are in progress.

A similar claim was raised by Pozwy sp. z o.o., an entity that purchased claims from former PGE Elektrownia Opole S.A. shareholders. Pozwy sp.z o.o. hasfiled a claim at the District Court in Warsaw against PGE Górnictwo i Energetyka Konwencjonalna S.A., PGE S.A. and PwC Polska sp. z o.o. ("Defendants"), demanding from the Defendants, in solidum, or jointly damages for Pozwy sp. z o.o. totalling over PLN 260 million with interest for allegedly incorrect (in its opinion) determination of exchange ratio for PGE Elektrownia Opole S.A. shares for PGE Górnictwo i Energetyka Konwencjonalna S.A. shares in a merger of these companies. This lawsuit was delivered to PGE S.A. on March 9, 2017, and the deadline for responding to it wasset by the court asJuly 9, 2017. On July 8, 2017, PGE S.A. and PGE GiEK S.A.submitted a response to the claim and the lawsuit is currently being proceeded in the first instance.

PGE Group companies do not recognise the claims being raised by Socrates Investment S.A., Pozwy sp. z o.o. and other shareholders requesting conciliatory settlements. According to PGE S.A., these claims are groundless and the entire consolidation process was conducted fairly and properly. The value of the shares, which were subject to the process of consolidation (merger), was established by an independent company PwC Polska sp. z o.o. Additionally, merger plans of the companies mentioned above, including the exchange ratios were examined for accuracy and reliability by an expert appointed by the registration court; no irregularities were found. Then, the courtregistered the mergers of the companies mentioned above. PGE Group has notrecognised a provision forthis claim.

Claimsfor annulment of General Meeting resolutions

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On April 1, 2014, PGE S.A. received a copy of a lawsuit filed to the District Court of Warsaw by one of itsshareholders. In the lawsuit, the shareholder isseeking for annulment of the resolutions 1, 2 and 4 of the Company's Extraordinary General Meeting held on February 6, 2014. The Company filed a response to the claim. On June 22, 2015, the District Court in Warsaw issued a judgment dismissing the shareholder's claim in its entirety. The shareholder appealed, and the Company filed a reply to the appeal. On March 24, 2017, a hearing was held at the Appellate Court in Warsaw. The court discontinued the proceedings due to the lawsuit being withdrawn without relinquishing the claim.

On August 21, 2015, PGE S.A. received a copy of a lawsuit filed to the District Court of Warsaw by one of itsshareholders. In the lawsuit, the shareholder is seeking for annulment of resolution 5 of the Company's Ordinary General Meeting held on June 24, 2015. The Company filed a response to the claim. On April 26, 2016, the District Court in Warsaw issued a judgment dismissing the shareholder's claim. On April 3, 2017, the shareholder appealed. Through a ruling of April 18, 2017, the District Court rejected the appeal due to the appeal deadline having been exceeded. The ruling became final on May 6, 2017.

On September 17, 2014, PGE S.A. received a copy of a lawsuit filed to the District Court of Warsaw by one of its shareholders. In the lawsuit, the shareholder is seeking for annulment of resolution 4 of the Company's Ordinary General Meeting held on June 6, 2014. The Company filed a response to the claim. On August 13, 2015, the District Court in Warsaw issued a judgment dismissing the shareholder's claim in its entirety. The shareholder appealed, and the Company filed a reply to the appeal. Through a ruling of March 2, 2017, the Appeals Court in Warsaw dismissed the shareholder's appeal. The shareholder filed a cassation claim dated June 10, 2017. On August 3, 2017, the Company filed a response to the cassation claim. In a ruling of January 10, 2018, the Supreme Courtrejected the shareholder's cassation claim.

On October 23, 2015, PGE S.A. received a copy of a lawsuit filed to the District Court of Warsaw by one of its shareholders. In the lawsuit, the shareholder is seeking for annulment of resolution 1 of the Company's Extraordinary General Meeting held on September 14, 2015. The Company filed a response to the claim. A hearing before the District Court in Warsaw was held on April 24, 2017. In a ruling of May 8, 2017, the court dismissed the shareholder's claim. On July 3, 2017, the shareholder appealed. On August 27, 2017, the District Courtruled to dismissthe shareholder's appeal. The ruling became final on September 13, 2017.

On May 20, 2016, PGE S.A. received a copy of a lawsuit filed to the District Court of Warsaw by one of its shareholders. In the lawsuit, the shareholder is seeking for annulment of resolution 1 of the Company's Extraordinary General Meeting held on March 1, 2016. The Company filed a response to the claim. The proceedings were discontinued through a ruling of March 14, 2017 after the withdrawal of the claim priorto the first hearing.

On September 12, 2016, PGE S.A. received a copy of lawsuit filed to the District Court in Warsaw by one of its shareholders. In the lawsuit, the shareholder is seeking for annulment of the resolution 1 of the Company's Ordinary General Meeting held on June 28, 2016. The Company filed a response to the claim. The proceedings were discontinued through a ruling of March 14, 2017 after the withdrawal of the claim priorto the first hearing.

On December 30, 2016, PGE S.A. received a copy of lawsuit filed to the District Court in Warsaw by one of its shareholders. In the lawsuit, the shareholder is seeking for annulment of resolution 1 of the Company's Extraordinary General Meeting held on September 5, 2016. The Company filed a response to the claim. The proceedings were discontinued through a ruling of March 16, 2017 after the withdrawal of the claim priorto the first hearing.

On March 15, 2017, PGE S.A. received a copy of a lawsuit filed to the District Court of Warsaw by one of itsshareholders. In the lawsuit, the shareholder is seeking for annulment of resolution 4 of the Company's Extraordinary General Meeting held on September 5, 2016. The Company filed a response to the claim. Having examined the shareholder's claim at a closed-door hearing on October 11, 2017, the District Court in Warsaw ruled to refer the case for mediation. PGE S.A. decided not to agree to mediation. On March 1, 2018 a hearing was held -the date of the judgment was postponed until March 15, 2018.

Termination of long-term contractsfor purchase of energy origin rights by Enea S.A.

In October 2016 and November 2016, PGE Górnictwo i Energetyka Konwencjonalna S.A., PGE Energia Odnawialna S.A. and PGE Energia Natury PEW sp. z o.o. received from Enea S.A. a notice of termination of long-term contracts for the purchase of renewable energy origin rights, so called "green certificates." In its justification, Enea S.A. stated that these companies severely breached contractual provisions by failing to re-negotiate contract provisions in accordance with the adaptation clause, as requested by Enea S.A. in July 2015 in connection with an alleged change in legal regulations having impact on the performance of these contracts.

In the opinion of PGE Group, the notices of termination sent by Enea S.A. were submitted in violation of contractual terms. The companies took appropriate steps to enforce their rights. In light of Enea S.A.'s refusal to perform the long-term contracts by purchasing property rights resulting from certificates of origin received by PGE Group companies in connection with the generation of renewable electricity, PGE Górnictwo i Energetyka Konwencjonalna S.A. and PGE Energia Natury PEW sp. z o.o. demanded payment of contractual penalties by Enea S.A., while PGE Energia Odnawialna S.A. demanded the payment of compensation for damages. In light of a refusal to pay these debts, the Companies intend to seek their payment in court. In a lawsuit filed by PGE Energia Natury PEW sp. z o.o., the District Court in Poznań, 9th Commercial Department, fully accepted the lawsuit's demand and issued a payment order in writ-ofpayment proceedings. Following an appeal submitted by Enea S.A. the payment order legally had no power. The proceedings are in progress. The next hearing is scheduled for April 2018.

Due to the fact that according to PGE Group the declarations on termination of the agreements presented by Enea S.A. were submitted in breach of contractual terms, as at the reporting date the Group recognised contractual penalty receivables of PLN 128 million. As the same time, property rights inventories that were initially measured at values resulting from the agreements were revalued to market prices. According to PGE Group companies, based on available legal analysis, a favourable resolution in the above disputes is more probable then a negative resolution.

Estimated volume of the green certificates covered by the contracts with Enea S.A. amounts to approximately 2 662 000 MWh. The above amount was calculated for the period from the date the contracts were terminated to the end of the expected initial term of the contracts.

Additionally, PGE Górnictwo i Energetyka Konwencjonalna S.A., PGE Energia Odnawialna S.A. and PGE Energia Natury PEW sp. z o.o. riled lawsuits against Enea S.A. for the payment of receivables totalling PLN 47 million for invoices issued to Enea S.A. concerning sale of property rights under the contracts. Enea S.A. refused to pay these receivables, claiming that they were successfully offset against its debts towards the Group's companies concerning compensation for alleged damages arising from the failure to re-negotiate the contracts. According to the Group companies, these setoffs are invalid because Enea S.A.'s receivables never materialised and there are no grounds to accept Enea S.A.'s claim that the companies breached any sort of contractual terms. The proceedings are in progress. The next hearings are scheduled for April 2018.

29. Futureinvestmentcommitments

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As at December 31, 2017, PGE Group committed to incur capital expenditures on property, plant and equipment of approximately PLN 5,891 million. These amounts relate mainly to construction of new power units, modernisation of Group's assets and purchase of machinery and equipment.

As at
December 31, 2017
As at
December 31, 2016
restated data*
Conventional energy 4,755 7,647
Distribution 897 796
Renewable energy 67 38
Sales 1 2
Other activity 171 201
TOTAL FUTURE INVESTMENT COMMITMENTS 5,891 8,684

*Data as atDecember 31, 2016, does notinclude the option scope of an advisory agreement executed by PGE EJ1 sp.z o.o.

The mostsignificant future investment commitments concern:

  • Conventional Generation:
  • Branch Opole Power Plant construction of power units no. 5 and 6 approximately PLN 1,290 million,
  • Branch Turów Power Plant construction of new power unit approximately PLN 2,282 million,
  • Branch Turów Power Plant modernisation of power units no. 1-3 approximately PLN 442 million,
  • Branch Rzeszów Heat and Power Plant construction of Thermal Processing Installation with Energy Recovery approximately PLN 173 million,
  • Distribution investment commitments related to network distribution assets with the total value of approximately PLN 897 million,
  • Other activity, PGE EJ1 sp. z o.o. agreement for owners engineer in the investment process related to construction of the first Polish nuclear power plant – approximately PLN 159 million (basic scope) An optional scope includes the amount of approx. PLN 1,121 million.

30. Lease

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30.1 Operatingleaseliabilities–theGroupasalessee

As at December 31, 2017, and December 31, 2016, the future minimum lease payments related to irrevocable lease agreements amounted to asfollows:

As at As at
December 31, 2017 December 31, 2016
Within 1 year 9 9
1-5 years 37 37
Over 5 years 134 147
TOTAL FUTURE LIABILITIES 180 193

PGE Group entities incur costs related to fees for perpetual usufruct of land. The value of these costs for the year ended December 31, 2017, amounted to PLN 18 million and PLN 18 million in the comparative period.

30.2 Operatingleasereceivables–theGroupasalessor

PGE Group companies have signed agreements with Polskie Sieci Elektroenergetyczne S.A. on rendering intervention servicesrelated to administration and use of production units by the system operator in order to balance active and passive power on an intervention basis in the National Power System. This aims at ensuring proper and safe operation of the system. The above mentioned agreements, although not having a legal form of a lease, give the right to use the assetsfor a series of payments.

As at December 31, 2017, and December 31, 2016, the future minimum lease payments related to irrevocable lease agreements amounted to asfollows:

As at As at
December 31, 2017 December 31, 2016
Within 1 year 252 249
1-5 years - 252
TOTAL FUTURE RECEIVABLES 252 501

30.3 Financeleaseliabilitiesandleasecontractswithbuyoption

As at the reporting date the present value of the minimum current lease payments amounted to approximately PLN 2 million, while in the corresponding period the present value of the minimum current and non-current lease payments amounted to approximately PLN 1 million.

30.4 Receivablesfromfinanceleaseandleaseagreementwithapurchaseoption

At the reporting date, and in the comparative period the Group identified receivables from short- and long-term finance lease agreements of PLN 1 million and PLN 3 million, respectively. During the reporting period, the Group did not identify significant receivables.

31. Taxsettlements

Tax obligations and rights are specified in the Constitution of the Republic of Poland, tax regulations and rectified international agreements. According to the tax ordinance, tax is defined as public, unpaid, obligatory and non-returnable cash liability toward the State Treasury, provincial or other regional authorities resulting from the tax regulation. Taking into account the subject criterion, current taxesin Poland can be divided into five groups: taxation of incomes, taxation of turnover, taxation of assets, taxation of activities and other, not classified elsewhere.

From the point of view of business entities, the most important is the taxation of incomes (corporate income tax), taxation of turnover (value added tax, excise tax) followed by taxation of assets (real estate tax and vehicle tax). Other payments classified as quasi – taxes must also be mentioned Among these there are socialsecurity charges.

Basic tax rates were as follows in 2017: corporate income tax rate – 19%, basic value added tax rate – 23%, reduced: 8%, 5%, 0%, furthermore some goods and products are subject to a VAT tax exemption.

The tax system in Poland is characterized by a significant changeability of tax regulations, their high complexity, high potential fees for commitment of a tax crime or violation. Tax settlements and other activity areas are conditioned by regulations (customs or currency controls) and can be subject to controls of respective authorities that are entitled to issue fines and penalties with penalty interest. Controls may covertax settlementsforthe period of 5 years afterthe end of calendar yearin which the tax was due.

Tax group

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An agreement for a tax group named PGK PGE 2015, for which PGE S.A. is the representative, was signed on September 18, 2014, for a period of 25 years.

Companies included in the tax group must meet a number of requirements covering: appropriate level of equity, parent's stake in PGK companies of at least 95% (75% from 2018), lack of capital ties between subsidiaries, no tax arrears,share in totalrevenue of at least 3% (counted for the entire tax group, 2% from 2018 on), and execution of transactions with related parties from outside the tax group only on market terms. Violating these requirements would mean the dissolution of the tax group and loss of its taxpayer status. When the tax group is dissolved, each of its member companies becomes an individual payer of corporate income tax.

Changesin corporate income tax in effect from January 1, 2018

As a result of changesin legislation,starting from 2018 taxpayer revenue is divided into two sources: economic (operating) activities and capital gains. This means that each source of revenue will be settled separately and that companies may not offset losses incurred in one source using revenue from the othersource. The capital gainssource includes: dividends, income obtained as a result of mergers of de-mergers, in-kind contributions, share disposals, disposal of debt claims, income from property rights (authors' rights, licences) and income from securities.

According to existing estimates, the introduction of two income sourcesshould notsubstantially affect the PGE Group'stax burden.

VAT split payment mechanism

Starting from July 1, 2018, a VAT split payment mechanism will be introduced. This solution is intended to seal off the tax system by separating VAT amounts from bank transfers being made by buyers of products and services and directing these to sellers' dedicated VAT accounts. Funds collected in these VAT accounts may only be used for VAT settlements concerning invoices received and VAT settlements with the tax office. Using split VAT payments will not be the buyer'sright butrather an obligation.

Funds collected at the VAT account will constitute restricted cash. Given the above, the introduction of a split payment mechanism might increase net debt and increase net debt to EBITDA. At the date on which these financialstatements were prepared, there was no set practice as to how cash in VAT accounts will be taken into account when calculating debt ratios that are presented to financing institutions. PGE Group intends to effectively use the funds received from counterparties in VAT accounts to pay its liabilities that contain VAT. The level of fundsin these VAT accounts will depend mainly on how many of PGE Group's counterparties decide to use this mechanism and the relation between receivables and liabilities payment dates. According to the Group's estimates, the average level of cash in VAT accounts might be in the range of PLN 100-200million.

Excise tax

In connection with an incorrect implementation of EU regulationsin the Polish legal system, PGE GiEK S.A. in 2009 initiated proceedings regarding reimbursement of improperly paid excise tax for the period January 2006 - February 2009. The irregularity consisted of taxing electricity at the firststage ofsale, i.e. by producers, whereassalesto end usersshould have been taxed.

Examining the company's complaints with regard to the restitution claims against decisionsissued by tax authoritiesrefusing to confirm overpayment of excise tax, administrative courts ruled that the company did not bear the economic burden of the improperly calculated excise tax (which in the context of the resolution by the Supreme Administrative Court of June 22, 2011, file no. I GPS 1/11, precludes the return of overpaid amounts). According to the Supreme Administrative Court, the claims that the company sought, especially using economic analyses, are of an offsetting nature and therefore may be sought only in civil courts. Given the above, PGE GiEK S.A. decided to withdraw from the proceedings as regards restitution claims. Currently, the issue of overpaid excise tax is in civil courts and the intention isto reach a settlement with the State Treasury asregardsrestitution claims.

Given the significant uncertainty over the final ruling in this issue, the Group does not recognise in its financial statements any effects related to potential compensation in civil courtsin connection with the improperly paid excise tax.

Real estate tax

Considering pending disputes, PGE Group established at the reporting date the provision for property tax in the amount of PLN 81 million. The provision relates mainly to tax proceedings with regard to property tax in selected power plants. The dispute is related to the subject of taxation and concerns mainly a decision whether installations in buildings and detached technical machinery should be taxed as autonomous constructions. Tax proceedings are currently at various stages of tax authorities proceedings, i.e. in front of first instance authorities(village mayor, mayor), local government board of appeals and administrative courts.

In addition, on July 15, 2016, the Act on investments in wind farms entered into force. The act defined a "wind farm" as foundation, mast and technical equipment (technical equipment include rotor with blades, gondola, control system). The act introduced amendments to the Construction Law and thus on the amount of property tax because the act on local taxes and feesrefersto this act. By the end of 2016 (based on rulings on the basis of the amended Construction Law) it was commonly accepted that property tax is only applicable to the construction parts of wind farms, i.e. foundation and tower, whereas the wind farm's technical equipment is exempt from property tax. The tax consequencesrelated to the act went into force on January 1, 2017.

The changes in the act caused the necessity to tax the entire wind farm, which increased tax property expenses by more than PLN 39 million in the year. According to PGE Group, there are legal argumentsthat indicate that the updated Construction Law did not lead to a change in the tax object or that the value of the tax object should be established again. In the course of 2017, the Group received two negative interpretations concerning wind farm tax according to rules in effect from January 1, 2017. Proceedings regarding these interpretations are on-going in first and second instance courts.

Given the fact that advanced work on amendment of these provisions is on-going, which would result in the return to the wind farm taxation methods in effect prior to January 1, 2017, the Group suspends the process of filing tax corrections for 2017 until these amendments enterinto force.

32. Informationonrelatedparties

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PGE Group's transactions with related entities are concluded based on market prices for provided goods, products and services or are based on the cost of manufacturing.

32.1 Associatesandjointlycontrolledentities

The total value of transactions with such entitiesis presented in the table below.

Year ended
December 31, 2017
Year ended
December 31, 2016
Salesto associates and jointly controlled entities 14 88
Purchasesfrom associates and jointly controlled entities 1,854 571
As at
December 31, 2017
As at
December 31, 2016
Trade receivablesfrom associates and jointly controlled entities 9 41
Trade liabilitiesto associates and jointly controlled entities 180 16

The increase in turnover and balancesresultsfrom the inclusion of Polska Grupa Górnicza sp.z o.o. and Polimex-Mostostal S.A. in these financialstatements.

32.2 StateTreasury-controlledcompanies

The State Treasury isthe dominantshareholder of PGE Polska Grupa Energetyczna S.A. and as a result in accordance with IAS 24 Related Party Disclosures, State Treasury companies are treated as related entities. PGE Group entities identify in detail transactions with approximately 40 of the biggest State Treasury subsidiaries.

The total value of transactions with such entitiesis presented in the table below:

Year ended Year ended
December 31, 2017 December 31, 2016
Salesto related parties 2,164 2,137
Purchasesfrom related parties 3,987 3,579
As at
December 31, 2017
As at
December 31, 2016
Trade receivablesfrom related parties 280 313

The largest transactions with State Treasury companies involve Polskie Sieci Elektroenergetyczne S.A., PGNiG S.A., Energa Group companies, Enea Group companies, Grupa Azoty Zakłady Azotowe Puławy S.A., PKN Orlen S.A. and certain Polish coal mines.

Moreover, PGE Group concludes significant transactions on the energy market via Towarowa Giełda Energii S.A. (Polish Power Exchange). Due to the fact that this entity only deals with the organization of trading, purchases and salestransacted through this entity are notrecognised astransactions with related parties.

On March 29, 2017 an agreement to sell 100% of EXATEL S.A. shares was executed. The sale amounted to PLN 369 million and is not included in the above lists.

32.3 Managementremuneration

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The key management includesthe Management Boards and Supervisory Boards of the parent company and significant Group entities.

Year ended Year ended
PLN 000s December 31, 2017 December 31, 2016
Short-term employee benefits(salaries and salary related costs) 31,433 32,508
Post-employment benefits 2,427 9,446
TOTAL REMUNERATIONOF KEY MANAGEMENT PERSONNEL 33,860 41,954
Remuneration of keymanagement personnel of entities of non-core operations 15,858 15,395
TOTAL REMUNERATIONOF KEY MANAGEMENT PERSONNEL 49,718 57,349
Year ended Year ended
PLN 000s December 31, 2017 December 31, 2016
Management Board ofthe parent company 7,454 11,669
Post-employment benefits 168 3,066
Supervisory Board ofthe parent company 760 510
Management Boards – subsidiaries 23,192 27,448
Supervisory Boards – subsidiaries 2,454 2,327
TOTAL 33,860 41,954
Remuneration of keymanagement personnel of entities of non-core operations 15,858 15,395
TOTAL REMUNERATIONOF KEY MANAGEMENT PERSONNEL 49,718 57,349

Until June 30, 2017, members of the management boards of PGE Group companies were employed based on civil contracts and employment contracts. From the end of June 2017, PGE Group companies (direct and indirect subsidiaries) apply a rule according to which management board members are employed on the basis of managementservices contracts.

The above remuneration isincluded in other costs by nature disclosed in note 7.2 Costs by nature and function.

33. Significanteventsduringandafterthereportingperiod

33.1 Terminationoflongtermcontracts

Due to the termination of long-term contracts for sale of capacity and electricity ("LTC"), pursuant to the LTC Act, power generating units who once served as parties to such contracts have acquired the right to compensations for the coverage of the so-called stranded costs. Stranded costs are the expenses of the power generating units, borne until May 1, 2004 for property, plant and equipment related to the production of electricity, uncovered by revenue from the sales of the electricity produced, capacity reserves and system services on the competitive market, after the premature termination of the long-term contract. The LTC Act limits the total resources which can be paid out to all power generating units to cover stranded costs discounted as of January 1, 2007 to the sum of PLN 11.6 billion.

Basic data for Group power generating units assumed with the LTC Act.

Power generating unit Effective term of LTC Maximum stranded and
extra costs
(PLN million)
Turów Power Plant until 2016 2,571
Opole Power Plant until 2012 1,966
Dolna Odra Power Plant Complex until 2010 633
Lublin Wrotków CHP until 2010 617
Rzeszów CHP until 2012 422
Gorzów CHP until 2009 108
TOTAL PGEGiEK S.A. branches 6,317
Elektrociepłownia Zielona Góra S.A. until 2024 778

Decisions of the President of the Energy Regulatory Office related to realisation of the LTC Act for PGE GiEK S.A.

In December 2016, the adjustment period for producers covered by the compensation system at PGE GiEK S.A. ended.

The process of determining the amount of annual correction of stranded costs for 2016 was finished through a decision of the URE President of July 31, 2017, while the process of determining the final correction of stranded costs - through a decision by the URE President of August 25, 2017. Given a lack of contested issues in these processes, the URE President's decisions ended the participation of PGE GiEK S.A.'s generation unitsin the compensation system:

  • annual correction ofstranded costs for 2016 is positive and amounted to (+) PLN 276 million
  • final correction of stranded costs is positive and amounted to (+) PLN 937.8 million

The above amounts were paid to the account of PGE GiEK S.A. in September and December 2017.

The amount of funds collected throughout the entire correction period reached PLN 9,035 million, including stranded costs of PLN 8,749 million and gas costs of PLN 286 million.

Throughout the correction period, numerous court cases took place related to disputes resulting from URE President's decision. As at the date on which these financialstatements were prepared, all of these court proceedings were finished.

During the period from 2009 to December 31, 2017:

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  • At the initiative of PGE GiEK S.A. 19 court proceedings were initiated, including: concerning unfavourable decisions regarding the amount of annual corrections of stranded costs - 14 cases, regarding unfavourable decisions regarding annual corrections of gas costs- 5 cases,
  • 7 cases finished with a positive ruling for PGE GiEK; 5 cases finished with a positive ruling for the URE President; 7 cases was partially favourable to PGE GiEK.

On August 28, 2017, PGE GiEK S.A. withdrew its appeal from the Appeals Court and thus withdrew from seeking compensation from the State Treasury - URE President in connection with the URE President's decision for PGE GiEK S.A. on the annual corrections of stranded costs and gas costs.

Compensation due for Elektrociepłownia Zielona Góra S.A.

Given the acquisition of control over Elektrociepłownia Zielona Góra S.A., compensation due for this company is recognised in financial statementsfrom November 13, 2017 (i.e. from the acquisition date).

Impact on financialstatementsfor the year 2017

In accordance with the adopted accounting rules, the amount of final correction forecast for PGE GiEK S.A. was settled in 2008-2016. A decision issued in 2017 on the final correction differed from the forecasts. This was connected mainly with the URE President taking into account a CJEU ruling of September 15, 2016, which pointed to a dynamic approach to the aspect of group in LTC settlements. Therefore the decision took into account an extension of the correction period for all generating units. In addition, the URE President in the final correction applied a liquid approach, taking into account the funds collected in the form of advances and annual corrections, which was also favourable to PGE GiEK SA.

Moreover, court rulings that took place until December 31, 2017, resulted in a correction of LTC compensation settlements in the financial statements by PLN 69 million. The amount of corrections was recognised in the statement of comprehensive income after offsetting, in the item other operating income.

In the financialstatementsforthe year 2017, PGE Group recognised the following LTC revenue:

PGE GiEK S.A. Elektrociepłownia
Zielona Góra S.A.
Total
Revenue from sale 1,211 4 1,215
Other operating income 69 - 69
TOTAL 1,280 4 1,284

33.2 AgreementonfinancialinvestmentinPolskaGrupaGórniczasp.zo.o.

On March 31, 2017, PGE GiEK S.A. executed another agreement on financial investment in Polska Grupa Górnicza sp. z o.o. ("PGG," currently Polska Grupa Górnicza S.A.) ("Investment") ("Investment Agreement").

The parties of the Agreement are: PGE Górnictwo i Energetyka Konwencjonalna S.A., ENERGA Kogeneracja sp. z o.o., PGNiG TERMIKA S.A., Węglokoks S.A., Towarzystwo Finansowe "Silesia" Sp. z o.o., Fundusz Inwestycji Polskich Przedsiębiorstw FIZAN (jointly referred later to asthe "Investors") and PGG. Under the Investment Agreement, PGG will purchase certain mining assetsfrom Katowicki Holding Węglowy S.A. pursuant to a preliminary agreement executed on April 1, 2017.

The Investment Agreement regulates the manner in which the Investment will be implemented, operational rules for PGG and its organs as well asrulesforthe Investor's exit from the Investment. The Investment Agreement includes a recapitalisation of PGG in three stages by PGE GiEK, Enea S.A., ENERGA Kogeneracja sp. z o.o., PGNiG TERMIKA S.A. and Towarzystwo Finansowe Silesia sp. z o.o. by a total of PLN 1 billion.

As part of the PGG recapitalisation, PGE GiEK S.A. committed to purchase new PGG shares with a total nominal value of PLN 100 million in exchange for a cash contribution of PLN 100 million, in three stages:

  • as part of the first stage, PGE GiEK S.A. purchased new PGG shares in exchange for a PLN 50 million cash contribution. The firststage recapitalisation took place on April 6, 2017,
  • as part of the second stage, PGE GiEK S.A. purchased new PGG shares in exchange for a PLN 20 million cash contribution. The second-stage recapitalisation took place on June 23, 2017,
  • as part of the third stage, PGE GiEK S.A. purchased new PGG shares in exchange for a PLN 30 million cash contribution. The third-stage recapitalisation took place on February 13, 2018,

After the acquisition of the above shares in the third stage, PGE GiEK S.A. will hold a 15.3% stake in PGG, compared to 15.8% as of December 31, 2017.

33.3 PurchaseofEDF'sassetsinPoland

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On May 11, 2017, PGE S.A. and EDF International SAS and EDF Investment II B.V. (together "EDF") signed a put option agreement concerning the sale of EDF's assetsin Poland. Under the put option agreement, EDF obtain the option to call for PGE S.A. to sign a share sale agreement concerning the following assets once certain conditions are met, including EDF securing corporate approvalsforthe sale transaction.

On May 19, 2017, as a result of EDF exercising its put option under the put option agreement, EDF and PGE signed a conditional sale agreement.

The sale agreement concerned in particular:

  • purchase of 99.52% of shares in EDF Polska S.A.,
  • purchase of 100% of shares in EDF Investment III B.V.,
  • indirect purchase of 50% and 1 share of ZEW Kogeneracja S.A. (shares held by EDF Polska S.A. and EDF Investment III B.V.) and purchase of sharesin EDF Polska S.A. subsidiaries engaged in support activities.

Once all of the conditions precedent were met, the transaction was conducted on November 13, 2017.

As a result of the agreement, PGE S.A. purchase a number of generating assets, including: 8 CHP plants, i.e. Kraków, Gdańsk, Gdynia, Toruń, Wrocław, Zielona Góra, Czechnica i Zawidawie, district heating distribution networks in Toruń, Zielona Góra, Siechnice and Zawidawie as well asthe Rybnik power plant.

The final value of the transaction was approx. PLN 4.27 billion. PGE's overall expendituresrelated to the transactionsincluded:

  • value of equity of approx. PLN 2.45 billion, establishing using the Locked-Box formula as of December 31, 2016,
  • intra-group debt as of November 13, 2017, of approx. PLN 1.68 billion and approx. USD 10 million,
  • cost of interest on equity accrued on a pro rata basis counting from January 1, 2017 to the transaction date of PLN 93.27 million on account of the purchased companies having generated economic gains within the scope of the transaction after the price had been set, i.e. December 31, 2016,
  • interest payable, as of the transaction closure date, on intra-group debt (and other fees) amounting to PLN 18.21 million and PLN 0.05 million, respectively.

In connection with the closure of the Transaction and the indirect purchase of shares in Zespół Elektrociepłowni Wrocławskich KOGENERACJA S.A. ("KOGENERACJA"), resulting in PGE exceeding the 33% threshold of votes in KOGENERACJA, on February 1, 2018, PGE S.A. announced a tender offer to subscribe forthe sale of 2 383 999 dematerialised ordinary bearersharesissued by KOGENERACJA at PLN 81.80 per share, which entitled to 16.00% votes at KOGENERACJA's general meeting. PGE Energia Ciepła S.A. is the buyer. After the tender offer, the buyer together with subsidiary Investment III B.V. intends to hold a total of 66% of votes at KOGENERACJA's general meeting, which correspondsto 9,834,000 shares of KOGENERACJA.

Initial recognition of the acquisition of EDF's assets was done for the purposes of these financial statements. Details are presented in note 1.4 to these financialstatements.

33.4 EquityinvestmentinPolimex-MostostalS.A.

On January 18, 2017, PGE S.A. executed agreements concerning an equity investment in Polimex-Mostostal S.A. ("Polimex"):

  • investment agreement with ENEA S.A., Energa S.A., PGNiG Technologie S.A. ( jointly refereed as to "Investors") and Polimex, on the basis of which, subject to conditions precedent specified in the agreement, Investors are obligated to make an investment in Polimex. The investment includes taking up 150,000,000 of series T ordinary shares with a nominal value of PLN 2 each and an issue price of PLN 2 each (" New Shares") issued by Polimex as the increase of share capital of Polimex by up to PLN 300 million. Under the terms of the Agreement PGE committed to purchase 37,500,000 New Shares at the total issue price amounting to PLN 75 million;
  • agreement between Investors, defining the terms of cooperation together with mutual rights and responsibilities of Investors relating to the investment carried out on the basis of Investment Agreement;
  • agreement between Investors and SPV Operator Sp. z o.o. obliging the parties, subject to fulfilment of conditions precedent, to conduct a sale transaction of 6,000,001 Polimex shares by SPV Operator to Investors, whereas PGE obligated to acquire 1,500,001 Polimex shares;
  • agreement between Investors and TFS whereby TFS granted Investors, for remuneration, a possibility to acquire Polimex shares provided that TFS realizes conversion right in respect of convertible bonds issued by Polimex. Moreover, TFS has committed not to converse possessed convertible bonds of series A issued by Polimex without prior written request made by Investors.

On January 18, 2017, President of the Office for Competition and Consumer Protection granted approval for Investors to take joint control over Polimex.

On January 20, 2017, due to the fulfilment of conditions precedent specified in the Investment Agreement, PGE accepted the offer made by Polimex's Management Board to acquire 37,500,000 series T ordinary shares issued by Polimex with a nominal value of PLN 2 each and an issue price of PLN 2 each and the total issue price of PLN 75 million.

Additionally, on the terms of agreement with SPV Operator and due to the fulfilment of conditions precedent, the Company acquired 1,500,001 Polimex sharesfrom SPV Operatorfor approx. PLN 5.6 million.

On March 21, 2017, Investors announced a tender offer to subscribe for the sale of Polimex sharesin a number that would result in the 66% threshold of total votes being exceeded, as a result of which PGE S.A. would be able to purchase up to 42 102 shares of Polimex for PLN 4.90 per share. On March 28, 2017, Investors adjusted the price proposed in the tender offer from PLN 4.90 to PLN 4.91 per one Polimex share. The share purchase was cleared by the National Depository for Securities on April 28, 2017. As a result of the Tender Offer, PGE S.A. purchased 24 sharesfor PLN 117.84 and holds a total of 39 000 025 shares constituting 16.48% of Polimex'sshare capital and entitling to 16.48% of votes at Polimex's general meeting.

The investment agreement givesInvestorsinfluence over Polimex'sfinancial and operational policy. These entitlements are exercised by the Supervisory Board. As per the agreement, the Supervisory Board will consist of up to 7 members, 4 of which will be appointed by Investors. Moreover, Investors signed an agreement concerning the investment in Polimex. The aim of this agreement is to ensure increased control over Polimex for Investors, who hold a majority share of votes at Polimex's general meeting (65.93%). The agreement stipulatesthat joint positions will be agreed on through voting on key decisions of the general meeting and supervisory board, including the appointment of Polimex's management board.

Given the Investors' above-mentioned entitlements, which constitute significant influence, the stake in Polimex has been classified as an associate.

As at December 31, 2017, the Group completed work on the allocation of the purchase price of Polimex in accordance with IFRS 3. Details are presented in note 1.4 to these financialstatements.

33.5 Events after the reporting period

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As at the date on which these financialstatements were approved, no significant eventstook place afterthe end of the reporting period the impact or disclosure of which is not included in these financialstatements.

34. Approvaloffinancialstatements

These consolidated financialstatements were approved for publication by the Management Board on March 6, 2018.

Warsaw, March 6, 2018

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Signatures of members of the Management Board of PGE Polska Grupa Energetyczna S.A.

President of the
Management Board Henryk Baranowski
Vice-President of the
Management Board Wojciech Kowalczyk
Vice-President of the
Management Board Marek Pastuszko
Vice-President of the
Management Board Paweł Śliwa
Vice-President of the
Management Board Ryszard Wasiłek
Vice-President of the
Management Board Emil Wojtowicz

Signature of person responsible for drafting these financialstatements Michał Skiba - Director, Reporting and Tax Department

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