PGE Polska Grupa Energetyczna S.A.

AGM Information • May 29, 2024

concerning the election of Chairperson of the Ordinary General Meeting

Acting pursuant to Article 409 § 1 of the Commercial Companies Code and § 32 of the Statutes of the company PGE Polska Grupa Energetyczna Spółka Akcyjna, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company elects Mr/Ms [●] as Chairperson of the Ordinary General Meeting of the Company.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the adoption of the agenda of the Ordinary General Meeting

The Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting adopts the following agenda of the Ordinary General Meeting:

• 1. The opening of the General Meeting.
• 1. The election of Chairperson of the General Meeting.
• 1. The ascertainment of the correctness of convening the General Meeting and its capability of adopting binding resolutions.
• 1. The adoption of the agenda of the Ordinary General Meeting.
• 1. The adoption of the decision not to elect the Returning Committee.
• 1. The consideration of "The EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2023 ended 31 December 2023 (in PLN million)" and the adoption of the resolution concerning their approval.
• 1. The consideration of "The EU-IFRS-compliant consolidated financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2023 ended 31 December 2023 (in PLN million)" and the adoption of the resolution concerning their approval.
• 1. The consideration of the Management Board's report on the activities of PGE Polska Grupa Energetyczna S.A. and the PGE Capital Group for the year 2023 ended 31 December 2023 and the adoption of the resolution concerning its approval.
• 1. The adoption of the resolution concerning the allocation of the Company's net loss for the financial year 2023
• 1. The consideration of the report on the activities of the Supervisory Board of the company PGE Polska Grupa Energetyczna S.A. as a governing body in the year 2023 and the adoption of the resolution concerning its approval.
• 1. The consideration of the report of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on its evaluation of the statements and reports for the year 2023, the proposal concerning the allocation of the net loss for the year 2023 and the Management Board's fulfilment of the information disclosure obligations resulting from the Commercial Companies Code and the adoption of the resolution concerning its approval.
• 1. The presentation of an opinion on "The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. for the year 2023".
• 1. The adoption of resolutions on the granting of discharge to the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A.
• 1. The closing of the Ordinary General Meeting.

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●] The number of votes cast for the resolution: [●] The number of votes cast against the resolution: [●] The number of abstaining votes: [●]

DRAFT

RESOLUTION NO. [●] of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

concerning the adoption of a decision not to elect the Returning Committee

Acting pursuant to § 16 clause 6 of the Regulations of the General Meeting of the company PGE Polska Grupa Energetyczna S.A., the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1 The Ordinary General Meeting decides not to elect the Returning Committee.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the approval of "The EU-IFRS-compliant separate financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2023 ended 31 December 2023" (in PLN million)"

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Commercial Companies Code as well as § 53 clause 1 of the Accounting Act, the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin ("Company") adopts as follows:

§ 1

The Ordinary General Meeting of the Company approves "The EU-IFRS-compliant separate financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2023 ended 31 December 2023" (in PLN million) comprising the following parts audited by a statutory auditor:

• − the statement of comprehensive income for the year ended 31 December 2023, showing a net loss of PLN 5,894 million and a total comprehensive income of PLN 6,154 million (loss);
• − the statement of financial position drawn up as at 31 December 2023, showing the balance of assets and liabilities with equity in the amount of PLN 60,077 million;
• − the statement of changes in equity for the year ended 31 December 2023, showing a decrease in equity in the amount of PLN 6,175 million;
• − the statement of cash flows showing a decrease in cash and cash equivalents during the course of the year ended 31 December 2023 by the amount of PLN 8,851 million;
• − a description of the accounting principles (policy) as well as additional information and notes.

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the approval of "The EU-IFRS-compliant consolidated financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2023 ended 31 December 2023 (in PLN million)"

Acting pursuant to Article 395 § 5 of the Commercial Companies Code and Article 63c clause 4 of the Accounting Act, the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin ("Company") adopts as follows:

§ 1

The Ordinary General Meeting of the Company approves the following: "The EU-IFRS-compliant consolidated financial statements of the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year 2023 ended 31 December 2023 (in PLN million)" comprising the following parts audited by a certified auditor:

• − the consolidated statement of comprehensive income for the year ended 31 December 2023, showing a net loss of PLN 4,902 million and a total comprehensive income of PLN 6,673 million (loss);
• − the consolidated statement of financial position draw up as at 31 December 2023, showing a balance of assets and liabilities with equity in the amount of PLN 113,443 million;
• − the consolidated statement of changes in equity for the year ended 31 December 2023, showing a decrease in equity by PLN 6,528 million;
• − the consolidated statement of cash flows showing a decrease in cash and cash equivalents during the course of the year ended 31 December 2023 by the amount of PLN 5,854 million;
• − a description of the accounting principles (policy) as well as additional information and notes.

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the approval of the Management Board's Report on the activities of PGE Polska Grupa Energetyczna S.A. and PGE Capital Group for the year 2023 ended 31 December 2023

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Commercial Companies Code and Article 55 clause 2a of the Accounting Act, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting approves the "Management Board's Report on the activities of PGE Polska Grupa Energetyczna S.A. and PGE Capital Group for the year 2023 ended 31 December 2023".

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the allocation of the Company's net loss for the financial year 2023

Acting pursuant to Article 395 § 2 item 2 of the Commercial Companies Code as well as § 43 clause 3 of the Statutes of PGE Polska Grupa Energetyczna Spółka Akcyjna, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin ("Company") adopts as follows:

§ 1

The Ordinary General Meeting decides to allocate the Company's net loss for the financial year 2023 in the amount of PLN 5,893,995,497.86 (say: five billion eight hundred and ninety-three million nine hundred and ninety-five thousand four hundred and ninety-seven zlotys and eighty-six groszy) to the supplementary capital.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

DRAFT

RESOLUTION NO. [●] of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

concerning the approval of the report on the activities of the Supervisory Board of the company PGE Polska Grupa Energetyczna S.A. as a governing body in the year 2023

Acting pursuant to item 2.11 The Good Practices of Companies Listed on the Warsaw Stock Exchange 2021, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin ("Company") adopts as follows:

§ 1

The Ordinary General Meeting approves the report on the activities of the Supervisory Board of the company PGE Polska Grupa Energetyczna S.A. as a governing body in the year 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the approval of the report of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on its evaluation of the statements and reports for the year 2023, the proposal concerning the allocation of the net loss for the year 2023 and the Management Board's fulfilment of the information disclosure obligations resulting from the Commercial Companies Code

Acting pursuant to item 2.11 The Good Practices of Companies Listed on the Warsaw Stock Exchange 2021, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin("Company") adopts as follows:

§ 1

The Ordinary General Meeting approves the report of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on its evaluation of the statements and reports for the year 2023, the proposal concerning the allocation of the net loss for the year 2023 and the Management Board's fulfilment of the information disclosure obligations resulting from the Commercial Companies Code

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

DRAFT

RESOLUTION NO. [●] of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

concerning the provision of an opinion on " The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. for the year 2023"

Acting pursuant to Article 90g clause 6 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to an organized trading system and public companies, after becoming acquainted with the opinion of the certified auditor, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin("Company"), adopts as follows:

§ 1

The General Meeting provides a positive opinion on " The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. for the year 2023", as accepted by resolution no. 365/XII/2024 adopted by the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on 20 May 2024.

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin(the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Anna Kowalik for the financial year 2023 in connection with her performance of the duties of the Chairperson of the Supervisory Board in the period from 1 January to 31 December 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin(the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Artur Składanek for the financial year 2023 in connection with his performance of the duties of the Vice Chairperson of the Supervisory Board in the period from 1 January to 31 December 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Radosław Winiarski for the financial year 2023 in connection with his performance of the duties of the Secretary of the Supervisory Board in the period from 1 January to 31 December 2023.

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin(the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Janina Goss for the financial year 2023 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Mieczysław Edward Sawaryn for the financial year 2023 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Tomasz Hapunowicz for the financial year 2023 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Zbigniew Gryglas for the financial year 2023 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 29 December 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Marcin Kowalczyk for the financial year 2023 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 9 February 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Cezary Falkiewicz for the financial year 2023 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 28 April to 30 November 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin(the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Wojciech Dąbrowski for the financial year 2023 in connection with his performance of the duties of the President of the Management Board in the period from 1 January to 31 December 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin(the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Ryszard Wasiłek for the financial year 2023 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 30 April 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Wanda Buk for the financial year 2023 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Paweł Śliwa for the financial year 2023 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 23 November 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Lechosław Rojewski for the financial year 2023 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Rafał Włodarski for the financial year 2023 in connection with his performance of the duties of the Vice President of the Management Board in the period from 9 January to 31 December 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2023

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Przemysław Kołodziejak for the financial year 2023 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 May to 31 December 2023.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]