PGE Polska Grupa Energetyczna S.A.

AGM Information • Nov 15, 2016

An announcement of the Management Board about the convening of theExtraordinary General Meeting of "PGE Polska Grupa Energetyczna SpółkaAkcyjna"

The Management Board of "PGE Polska Grupa Energetyczna Spółka Akcyjna"with its registered office in Warsaw ("Company"), acting pursuant toArticle 399 § 1, Articles 402(1) and 402(2), in connection with aShareholder's request submitted under Article 400 § 1 of the CommercialCompanies Code of 15 September 2000 (Journal of Laws of 2013, item 1030,as amended) and § 28 of the Company Statutes, convenes, for the day of14 December 2016, at 11.00 a.m., the Extraordinary General Meeting ofthe Company ("General Meeting"). The General Meeting will be held in inWarsaw, in the building of Giełda Papierów Wartościowych w WarszawieS.A., at 4 Książęca Street, 00-498 Warsaw.

The agenda:

1. The opening of the General Meeting.

2. The election of Chairperson of the General Meeting.

3. The ascertainment of the correctness of convening the General Meetingand its capability of adopting binding resolutions.

4. The adoption of the agenda of the General Meeting.

5. The adoption of a decision not to elect the Returning Committee.

6. The adoption of a resolution concerning the principles of determiningthe amount of remuneration for members of the Management Board of thecompany PGE Polska Grupa Energetyczna S.A.

7. The adoption of a resolution concerning the principles of determiningthe amount of remuneration for members of the Supervisory Board of thecompany PGE Polska Grupa Energetyczna S.A.

8. The adoption of a resolution concerning the payment of the costsrelated to the convening and holding of the General Meeting.

9. The closing of the General Meeting.

A description of the procedures concerning participation in the GeneralMeeting and exercise of the voting right

Pursuant to article 406(1) § 1 of the Commercial Companies Code, thoseholding Company shares sixteen days before the date of the GeneralMeeting (the date of registering participation in the General Meeting),i.e. as at 28 November 2016, are entitled to participate in the GeneralMeeting.

In order to ensure their participation in the General Meeting, theShareholder should require not earlier than after the announcement ofthe convening of the General Meeting, i.e. not earlier than on 15November 2016 and not later than on the first business day after thedate of the registration of participation in the General Meeting, i.e.not later than on 29 November 2016, that the entity managing theirsecurities account issue a name-bearing certificate of entitlement toparticipate in the General Meeting.

The list of the Shareholders entitled to participate in the GeneralMeeting will be made available by the Management Board in the Company'sregistered office at 2 Mysia Street, 00-496 Warsaw, on the threeconsecutive business days before the date of the General Meeting, i.e.on 9, 12 and 13 November 2016 from 9.00 a.m. to 3.00 p.m., in ManagementBoard Office (floor 2).

The Company's Management Board announces that the Shareholder mayrequest that the list of the Shareholders be sent to them by electronicmail, free of charge. The Shareholder requesting that the list of theShareholders be sent to them should specify an electronic mail addressto which the list should be sent. Such request may be sent by electronicmail to the Company's e-mail address: wza@gkpge.pl.

The Management Board announces that the Shareholder has the right toparticipate in the General Meeting and exercise the voting right inperson or by proxy. The Shareholder's proxy exercises all rights of theShareholders unless the text of the proxy stipulates otherwise. Theproxy may grant further proxies unless the text of the proxy stipulatesotherwise. One proxy may represent more than one Shareholder. In suchcase, the proxy may vote differently with respect to shares held by eachShareholder. If the Shareholder holds shares registered in more than onesecurities account, they may appoint a proxy to exercise the rightsrelated to shares registered in each such account.

A proxy to participate in the General Meeting and exercise the votingright should be drawn up in writing or an electronic format.

In order to identify the Shareholder granting a proxy and the Proxyrepresenting such Shareholder, a document granting a proxy should beaccompanied by the following:

a) in the case of the Shareholder who is a natural person - a copy oftheir identity card, pages from a passport allowing identification orany other official document certifying such Shareholder's identity;

b) in the case of the Shareholder who is not a natural person - a copyof a current extract from a proper register or any other documentcertifying the existence of such Shareholder or the right of itsrepresentative or representatives to represent such Shareholder,together with copies of an identity card, pages from a passport allowingidentification or any other official document certifying the identity ofsuch representative or representatives authorized to represent suchShareholder;

c) in the case of the Proxy who is a natural person - a copy of theiridentity card, pages from a passport allowing identification or anyother official document certifying such Proxy's identity;

d) in the case of the Proxy who is not a natural person - a copy of acurrent extract from a proper register or any other document certifyingthe existence of such Proxy or the right of its representative orrepresentatives to represent such Proxy, together with copies of anidentity card, pages from a passport allowing identification or anyother official document certifying the identity of such representativeor representatives authorized to represent such Proxy;

In the case of foreign entities in whose countries of registrationrelevant registers are not kept, instead of a copy of a current extractfrom a register referred to in letters ‎b) and d) above, a copy of adocument certifying the existence of a given entity or the right of itsrepresentative or representatives to represent such entity should bepresented.

In the event of doubts concerning the authenticity of the copies of thedocuments referred to above, the Management Board reserves the right todemand before the beginning of the General Meeting the presentation ofthe originals of the said documents or their copies certified by anotary public, legal advisor or any other entity authorized to certifytrue copies of documents. If such documents are not presented, a Proxyof the Shareholder may not be allowed to participate in the GeneralMeeting.

All documents referred to above which are drawn up in a foreign languageshould be accompanied by a proper certified translation into the Polishlanguage drawn up by a sworn translator.

If a proxy to participate in the General Meeting and exercise the votingright granted by the Shareholder is a conditional proxy, it should beaccompanied by documentary evidence that a particular condition has beenfulfilled.

A proxy granted in an electronic format shall not have to be accompaniedby a secure electronic signature verified by means of a valid qualifiedcertificate. The Company should be notified of the fact of granting aproxy in an electronic format using the electronic means ofcommunication. Such notification must be sent by electronic mail to theCompany's e-mail address: wza@gkpge.pl. Such notification should beaccompanied by a scanned copy of a granted proxy and scanned copies ofthe documents referred to in letters a), b), c) and d) above. Suchnotification should also include also an electronic mail address atwhich the Company may contact the Shareholder or the Proxy. TheManagement Board shall have the right to verify submitted notificationsand to take action aiming at the identification of the Shareholder orthe Proxy and the confirmation of their authorization. Such verificationmay consist, in particular, in asking questions of the Shareholder orthe Proxy by telephone or electronic mail. The above principles shallapply to a change in or revocation of the granted proxy. Notificationswhich do not meet the requirements referred to above shall not result inany legal consequences for the Company. The Company shall not be liablefor any errors in proxy forms or actions of people using proxies. At therequest of the Company or a person (persons) appointed by the Company toregister the Shareholders, a Proxy appearing in the General Meeting isobliged to present the documents attached to the notification referredto above.

In the case of foreign entities in whose countries of registrationrelevant registers are not kept, instead of a scanned copy of a currentextract from a register, a scanned copy of a document certifying theexistence of a given entity or the right of its representative orrepresentatives to represent such entity should be presented.

In the event of doubts concerning the authenticity of the documentsreferred to above, the Management Board reserves the right to demandbefore the beginning of the General Meeting the presentation of theoriginals of the said documents or their copies certified by a notarypublic, legal advisor or any other entity authorized to certify truecopies of documents. If such documents are not presented, a Proxy of theShareholder may not be allowed to participate in the General Meeting.

All documents referred to above which are drawn up in a foreign languageshould be accompanied by a proper certified translation into the Polishlanguage drawn up by a sworn translator.

The Management announces also that if the Shareholder grants a proxytogether with a voting instruction, the Company will not verify ifProxies exercise the voting rights in accordance with instructionsreceived from the Shareholders. Therefore, a voting instruction shouldbe given to the Proxy only.

Shareholders' selected rights

The Management Board announces that the Shareholder or Shareholdersrepresenting at least one twentieth of the share capital may requestthat particular matters be included in the agenda of the GeneralMeeting. This right is exercised by way of submitting a requestincluding a justification or a draft resolution or resolutionsconcerning a proposed item on the agenda. Such request should besubmitted to the Management Board not later than 21 days before thespecified date of the General Meeting, i.e. by 23 November 2016. Suchrequest should be submitted to the Management Board at the followingaddress: The Management Board of "PGE Polska Grupa Energetyczna SpółkaAkcyjna", 2 Mysia Street, 00-496 Warsaw, or sent be electronic mail tothe Company's e-mail address: wza@gkpge.pl. Such request should beaccompanied by copies of documents certifying the right of the person(persons) submitting such request to act on behalf of the Shareholder.

The Management Board announces that the Shareholder or Shareholdersrepresenting at least one twentieth of the share capital may, by thedate of the General Meeting, propose draft resolutions concerningmatters included or to be included in the agenda of the General Meeting.Such draft resolutions should be submitted to the Management Board atthe following address: The Management Board of "PGE Polska GrupaEnergetyczna Spółka Akcyjna", 2 Mysia Street, 00-496 Warsaw, or sent beelectronic mail to the Company's e-mail address: wza@gkpge.pl. Suchdraft resolutions should be accompanied by copies of documentscertifying the right of the person (persons) proposing such draftresolutions to act on behalf of the Shareholder.

The Management Board announces that during the debates of the GeneralMeeting each Shareholder may propose draft resolutions concerning thematters included in the agenda. Draft resolutions should be presented inthe Polish language.

Using means of electronic communication

The Management Board announces that in view of the content of theCompany Statutes and the Regulations of the General Meeting, it is notpossible to participate in and take the floor during the General Meetingusing means of electronic communication; it is also not possible to voteby correspondence or using means of electronic communication.

Registration of presence in the General Meeting

Persons entitled to participate in the General Meeting should registertheir presence and collect voting ballots directly in front of theGeneral Meeting room 30 minutes before the beginning of the GeneralMeeting.

Access to documentation

The Management Board announces that the full text of the documentation,exclusive of draft resolutions, to be submitted to the General Meetingwill be available on the Company's website as of the date of conveningthe General Meeting.

According to the content of the information included in the request ofthe Minister of Energy, the draft resolutions concerning the principlesof determining the amount of remuneration for members of the ManagementBoard and the Supervisory Board will be forwarded to the Company withoutundue delay, after their final versions have been specified.

The Company announces that draft resolutions as well as other documentsrelated to the matters included or to be included in the agenda of theGeneral Meeting before its date will be available on the Company'swebsite as soon as they have been drawn up or received by the Companyfrom authorised Shareholders.

Access to information

All information related to the General Meeting is available at theCompany's website.