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Energa S.A.

AGM Information Feb 15, 2018

5598_rns_2018-02-15_03b4378b-f978-4762-85aa-9269f87b1a2b.pdf

AGM Information

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Resolution No. 1 of the Extraordinary General Meeting of the Company operating under the business name of ENERGA Spółka Akcyjna with its registered office in Gdańsk adopted on 15 February 2018

to elect the Chairperson of the Extraordinary General Meeting

Acting pursuant to Article 409 § 1 of the Commercial Company Code and § 5 point 3 of the Regulations of the General Meeting of Shareholders of ENERGA Spółka Akcyjna with its registered seat in Gdansk , the following is hereby resolved:

§ 1

The Extraordinary General Meeting hereby elects Ms. Anna Kowalik to be the Chairperson of the Extraordinary General Meeting of the Company.

§ 2

The resolution comes into force on the date of its adoption.

Resolution No. 1 was adopted in a secret ballot by 408,748,118 votes FOR, with no votes AGAINST and no votes ABSTAINED, for the total number of 408,748,118 valid votes cast from 263,820,118 shares constituting 63.71% in the Company's share capital.

Resolution No. 2 Adopted by the Extraordinary General Meeting of the Company operating under the business name of ENERGA Spółka Akcyjna with its registered office in Gdańsk adopted on 15 February 2018

in the matter of: giving consent to record the course of the Extraordinary General Meeting of ENERGA SA

Acting pursuant to § 11 sec. 2 of the Bylaws of the General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk, the following is hereby resolved:

§ 1

The Extraordinary General Meeting hereby gives its consent to record the Extraordinary General Meeting of ENERGA SA convened for 15 February 2018, by way of audio and visual recording.

§ 2

The resolution shall come into force on the date of its adoption.

Resolution No. 1 was adopted in a explicit ballot by 397,102,951 votes FOR, with no votes AGAINST and 11,645,167 votes ABSTAINED, for the total number of 408,748,118 valid votes cast from 263,820,118 shares constituting 63.71% in the Company's share capital.

Resolution No. 3 of the Extraordinary General Meeting of the Company operating under the business name of ENERGA Spółka Akcyjna with its registered office in Gdańsk adopted on 15 February 2018

to accept the agenda for the Extraordinary General Meeting of ENERGA SA

Acting pursuant to Article 409 § 1 of the Commercial Company Code and § 6 point 1 of the Regulations of the General Meeting of Shareholders of ENERGA Spółka Akcyjna with its registered seat in Gdansk , the following is hereby resolved:

§ 1

The General Meeting of the Company hereby resolves to adopt the following agenda of the Extraordinary General Meeting:

    1. Open the Extraordinary General Meeting.
    1. Elect the Chairperson of the Extraordinary General Meeting.
    1. Assert that the Meeting has been convened correctly and is capable of adopting binding resolutions.
    1. Adopt the agenda of the Extraordinary General Meeting.
    1. Adopt a resolution to express consent for acquisition by ENERGA SA of noncurrent assets in the form of long-term bonds issued by ENERGA-OPERATOR SA.
    1. Adjourn the Extraordinary General Meeting.

§ 2

The resolution comes into force on the date of its adoption.

Resolution No. 3 was adopted in an explicit ballot by 408,748,118 votes FOR, with no votes AGAINST and no votes ABSTAINED, for the total number of 408,748,118 valid votes cast from 263,820,118 shares constituting 63.71% in the Company's share capital.

Resolution No. 4 of the Extraordinary General Meeting of the Company operating under the business name of ENERGA Spółka Akcyjna with its registered office in Gdańsk adopted on 15 February 2018

to express consent for acquisition by ENERGA SA of non-current assets in the form of long-term bonds issued by ENERGA-OPERATOR SA.

Acting pursuant to Article 26 Section 1 Item 2 of the Company's Articles of Association, the following is hereby resolved:

§ 1

The Extraordinary General Meeting hereby expresses consent for acquisition of noncurrent assets in the form of long-term bonds issued by ENERGA-OPERATOR SA, to be earmarked to cover expenditures associated with execution of the investment program executed in 2017-2019 on the following framework terms:

I. Product domestic bonds
II. Total maximum value of the bonds
issued under the program
PLN 1,066,000,000 (one billion sixty
six million Polish zloty)
III. Term of being bound by the bond issue
agreement
up to 20 years
IV. Issue period of individual bond series up to 20 years
V. Par value per bond PLN 100,000 (one hundred thousand
Polish zloty)
VI. Bondholder ENERGA SA
VII. Additional terms and conditions bond
interest
rate
based
on the rates applied by ENERGA
SA's financing institutions
VIII. Bond issue collateral none

§ 2

The resolution shall come into force on the date of its adoption.

Resolution No. 4 was adopted in an explicit ballot by 408,748,118 votes FOR, with no votes AGAINST and no votes ABSTAINED, for the total number of 408,748,118 valid votes cast from 263,820,118 shares constituting 63.71% in the Company's share capital.

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