Energa S.A. — AGM Information 2020

Sep 30, 2020

Appendix 1

Resolution No. … of the Extraordinary General Meeting of the Company called: ENERGA Spółka Akcyjna, with its registered office in Gdańsk of [●] 2020

on: the election of the Chairperson of the Extraordinary General Meeting

Acting pursuant to Article 409 § 1 of the Polish Code of Commercial Companies and § 5 Section 3 of the Regulations of the General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk, the Extraordinary General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk ("Company") hereby resolves as follows:

§ 1

The Extraordinary General Meeting hereby elects Mr./Ms. ……....................................., to be the Chairperson of the Extraordinary General Meeting of the Company.

§ 2

This Resolution shall enter into force upon its adoption.

Appendix 2

Resolution No. …

of the Extraordinary General Meeting of the Company called: ENERGA Spółka Akcyjna, with its registered office in Gdańsk of [●] 2020

on: the adoption of the agenda of the Extraordinary General Meeting of ENERGA S.A.

Acting pursuant to Article 409 § 2 of the Polish Code of Commercial Companies and § 6 Section 1 of the Regulations of the General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk, the Extraordinary General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk ("Company") hereby resolves as follows:

§ 1

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

• 1. Opening of the Extraordinary General Meeting.
• 1. Election of the Chairperson of the Extraordinary General Meeting.
• 1. Stating that the Extraordinary General Meeting has been duly convened and is capable of adopting binding resolutions.
• 1. Adoption of the agenda of the Extraordinary General Meeting.
• 1. Adoption of a resolution regarding the withdrawal of shares of ENERGA S.A. (ISIN: PLENERG00022) from trading on the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange).
• 1. Adoption of a resolution regarding the Company's costs of convening and holding the Extraordinary General Meeting.
• 1. Closure of the Extraordinary General Meeting.

§ 2

This Resolution shall enter into force upon its adoption.

Appendix 3

Resolution No. ... of the Extraordinary General Meeting of the Company called: ENERGA Spółka Akcyjna with its registered office in Gdańsk of [•] 2020

on: withdrawal of shares of ENERGA Spółka Akcyjna (ISIN: PLENERG00022) from trading on the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange).

Acting pursuant to Article 91(3) of the Act of 29 July 2005 on the Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies (consolidated text of 22 February 2019; OJ [Dz. U.] of 2019, item 623, as amended) ("Offering Act"), the Extraordinary General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk ("Company") hereby resolves as follows:

§ 1

The Extraordinary General Meeting of the Company resolves to withdraw from trading on the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange, "WSE") 269,139,114 (in words: two hundred and sixty nine million one hundred and thirty nine thousand one hundred and fourteen) AA series ordinary bearer shares of the Company, with a par value of PLN 10.92 (in words: ten zlotys and ninety two groszy) each, marked by Krajowy Depozyt Papierów Wartościowych S.A. ("KDPW") with the ISIN code: PLENERG00022 ("Shares").

§ 2

The Extraordinary General Meeting of the Company hereby authorizes and obliges the Management Board of the Company to:

• 1) file an application with the Polish Financial Supervision Authority ("PFSA"), pursuant to Article 91(1) of the Offering Act, for a permission to withdraw the Shares from trading on the regulated market operated by the WSE;
• 2) take all the legal and factual steps necessary to withdraw the Shares from trading on the regulated market operated by the WSE, including in particular to take any and all factual and legal steps necessary in this respect before the PFSA, the KDPW and the WSE.

The resolution shall enter into force upon its adoption; however, the withdrawal of the Shares from trading on the regulated market shall take place on the date indicated in the PFSA's decision on their withdrawal.

Appendix 4

Resolution No. …

of the Extraordinary General Meeting of the Company called: ENERGA Spółka Akcyjna, with its registered office in Gdańsk of [●] 2020

on: on covering the expenses incurred to hold the Extraordinary General Meeting

Acting under Article 400 § 4 of the Polish Code of Commercial Companies, the Extraordinary General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk ("Company") hereby resolves as follows:

§ 1

The expenses incurred to hold the Extraordinary General Meeting shall be covered by the Company.

§ 2

This Resolution shall enter into force upon its adoption.