PGE Polska Grupa Energetyczna S.A.

AGM Information • Jun 29, 2016

RESOLUTION NO. 1 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

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

§ 1

The Ordinary General Meeting of the Company elects Ms Anna Kowalik 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: 1 262 807 010

The number of votes cast for the resolution: 1 262 647 996

The number of votes cast against the resolution: 1

The number of abstaining votes: 159 013

The resolution was adopted in a secret ballot.

The valid votes was cast from 1 262 807 010 shares accounting for 67,54 % in share capital of PGE Polska Grupa Energetyczna S.A.

At this point an objection was raised to the protocol to the above resolution no. 1.

RESOLUTION NO. 2 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the adoption of the agenda of the Ordinary General Meeting

The Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw (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 General Meeting.
• 1. The adoption of a decision not to elect the Returning Committee.
• 1. The consideration of the PGE Polska Grupa Energetyczna S.A. Financial Statements for the year 2015 consistent with IFRS-EU and the adoption of a resolution concerning its approval.
• 1. The consideration of the Management Board's Report on the activities of PGE Polska Grupa Energetyczna S.A. for the year 2015 and the adoption of a resolution concerning its approval.
• 1. The consideration of the PGE Polska Grupa Energetyczna S.A. Consolidated Financial Statements for the year 2015 consistent with IFRS-EU and the adoption of a resolution concerning its approval.
• 1. The consideration of the Management Board's Report on the activities of the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year 2015 and the adoption of a resolution concerning its approval.
• 1. The adoption of a resolution concerning the distribution of the PGE Polska Grupa Energetyczna S.A. net profit for the financial year 2015 and the determination of the dividend record date and the dividend payment date.
• 1. The adoption of resolutions concerning acknowledgement of the fulfillment of duties by the members of the Management Board and Supervisory Board.
• 1. The closing of the General Meeting.

§ 2

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

The total number of valid votes cast: 1 262 807 010

The number of votes cast for the resolution: 1 262 647 996

The number of votes cast against the resolution: 1

The number of abstaining votes: 159 013

The resolution was adopted in a open ballot.

The valid votes was cast from 1 262 807 010 shares accounting for 67,54 % in share capital of PGE Polska Grupa Energetyczna S.A.

At this point an objection was raised to the protocol to the above resolution no. 2.

RESOLUTION NO. 3 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

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 PGE Polska Grupa Energetyczna S.A., the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw (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: 1 262 807 010

The number of votes cast for the resolution: 1 262 647 996

The number of votes cast against the resolution: 1

The number of abstaining votes: 159 013

The resolution was adopted in a open ballot.

RESOLUTION NO. 4 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the approval of the PGE Polska Grupa Energetyczna S.A. Financial Statements for the year 2015 consistent with IFRS-EU

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

§ 1

The Ordinary General Meeting approves the "PGE Polska Grupa Energetyczna S.A. Separate Financial Statements for the year 2015 ended 31 December 2015 in accordance with IFRS-EU" comprising the following elements audited by a statutory auditor:

• a statement of comprehensive income for the year ended 31 December 2015 showing a net profit of PLN 1,768 million and a total comprehensive income of PLN 1,810 million;
• a statement of financial position drawn up as at 31 December 2015 showing a total balance of assets and equity and liabilities in the amount of PLN 39,540 million ;
• a statement of changes in equity for the year ended 31 December 2015 showing an increase in equity in the amount of PLN 352 million;
• a statement of cash flows showing a decrease in cash and cash equivalents during the course of the year ended 31 December 2015 in the amount of PLN (969) million;
• a description of the accounting principles (policies) 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: 1 262 807 010

The number of votes cast for the resolution: 1 259 335 825

The number of votes cast against the resolution: 1

The number of abstaining votes: 3 471 184

The resolution was adopted in a open ballot.

The valid votes was cast from 1 262 807 010 shares accounting for 67,54 % in share capital of PGE Polska Grupa Energetyczna S.A.

At this point an objection was raised to the protocol to the above resolution no. 4.

RESOLUTION NO. 5 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the approval of the Management Board's Report on the activities of PGE Polska Grupa Energetyczna S.A. for the year 2015

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

§ 1

The Ordinary General Meeting approves the "Report of the Management Board on the activities of PGE Polska Grupa Energetyczna S.A. for the year 2015 ended 31 December 2015".

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 259 335 825 The number of votes cast against the resolution: 0 The number of abstaining votes: 3 471 184

The resolution was adopted in a open ballot.

RESOLUTION NO. 6 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the approval of the PGE Polska Grupa Energetyczna S.A. Consolidated Financial Statements for the year 2015 consistent with IFRS-EU

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

§ 1

The Ordinary General Meeting approves the "PGE Polska Grupa Energetyczna S.A. Consolidated Financial Statements for the year 2015 ended 31 December 2015 in accordance with IFRS-EU", comprising the following elements audited by a statutory auditor:

• a consolidated statement of comprehensive income for the year ended 31 December 2015 showing a net loss of PLN (3,037) million and a total comprehensive income of PLN (2,985) million (loss);
• a consolidated statement of financial position drawn up as at 31 December 2015 showing a total balance of assets and equity and liabilities in the amount of PLN 61,296 million;
• a consolidated statement of changes in equity for the year ended 31 December 2015 showing a decrease in equity in the amount of PLN (4,467) million;
• a consolidated statement of cash flows showing a decrease in cash and cash equivalents during the course of the year ended 31 December 2015 in the amount of PLN (3,082) million;
• a description of the accounting principles (policies) 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: 1 262 807 009

The number of votes cast for the resolution: 1 259 335 825

The number of votes cast against the resolution: 0

The number of abstaining votes: 3 471 184

The resolution was adopted in a open ballot.

RESOLUTION NO. 7 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the approval of the Management Board's Report on the activities of the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year 2015

Acting pursuant to Article 395 § 5 of the Commercial Companies Code and Article 63 c clause 4 in connection with the Article 55 clause 2 of the Accounting Act, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting approves the "Report of the Management Board on the activities of the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year 2015 ended 31 December 2015".

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 259 335 825 The number of votes cast against the resolution: 0 The number of abstaining votes: 3 471 184

The resolution was adopted in a open ballot.

RESOLUTION NO. 8 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the distribution of the PGE Polska Grupa Energetyczna S.A. net profit for the financial year 2015 and the determination of the dividend record date and the dividend payment date

Acting pursuant to Article 395 § 2 item 2 and Article 348 § 3 of the Commercial Companies Code, and § 43 clause 5 of the Statutes of PGE Polska Grupa Energetyczna Spółka Akcyjna, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting decides to distribute the Company's net profit for the financial year 2015 in the amount of PLN 1,767,999,316.86 (say: one billion seven hundred and sixtyseven million, nine hundred and ninety-nine thousand three hundred and sixteen zloty and eighty-six groszy) as follows:

• a) the amount of PLN 467,440,207.25 (say: four hundred and sixty seven million, four hundred and forty thousand two hundred and seven zloty and twenty-five groszy) to be allocated for dividend payout to the Company shareholders, which gives a dividend of PLN 0.25 (say: zero zloty and twenty-five groszy) per one Company share,
• b) remaining amount of PLN 1,300, 559,109.61(say: one billion three hundred million, five hundred fifty nine thousand, one hundred and nine zloty and sixty-one groszy) to be allocated to the supplementary capital.

§ 2

The Ordinary General Meeting determines as follows:

• the dividend record date at 23 September 2016,

• the dividend payment date at 14 October 2016.

§ 3

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

The total number of valid votes cast: 1 262 807 009

The number of votes cast for the resolution: 1 073 281 517

The number of votes cast against the resolution: 0

The number of abstaining votes: 189 525 492

The resolution was adopted in a open ballot.

JUSTIFICATION

The State Treasury – basing on the dividend policy, paying attention to the economic and financial condition of the Company, and taking into consideration strategic development investments so as the maintenance and modernization program – proposed to pay out as a dividend approximately 26.44% of 2015 net profit.

RESOLUTION NO. 9 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Barbara Dybek for the financial year 2015 in connection with her performance of the duties of the Chairperson of the Supervisory Board in the period from 1 January 2015 to 14 September 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 10 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Piotr Machnikowski for the financial year 2015 in connection with his performance of the duties of the Vice Chairperson of the Supervisory Board in the period from 1 January 2015 to 9 October 2015, and of the Member of the Supervisory Board from 10 October 2015 to 31 December 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 11 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Anna Kowalik for the financial year 2015 in connection with her performance of the duties of the Secretary of the Supervisory Board in the period from 1 January 2015 to 9 October 2015, and of the Chairperson of the Supervisory Board from 10 October 2015 to 31 December 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 12 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Jacek Barylski for the financial year 2015 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2015 to 9 October 2015, and of the Vice Chairperson of the Supervisory Board from 10 October 2015 to 31 December 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 13 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Jarosław Gołębiewski for the financial year 2015 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2015 to 31 December 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 14 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Krzysztof Trochimiuk for the financial year 2015 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2015 to 14 September 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521

The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 15 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Małgorzata Molas for the financial year 2015 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January 2015 to 9 October 2015, and of the Secretary of the Supervisory Board from 10 October 2015 to 31 December 2015.

§ 2

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 16 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Małgorzata Mika - Bryska for the financial year 2015 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January 2015 to 31 December 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 17 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Czesław Grzesiak for the financial year 2015 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2015 to 24 June 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 18 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Marek Ściążko for the financial year 2015 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 14 September 2015 to 31 December 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521

The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 19 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Jacek Fotek for the financial year 2015 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 14 September 2015 to 31 December 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 20 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Marek Woszczyk for the financial year 2015 in connection with his performance of the duties of the President of the Management Board in the period from 1 January 2015 to 31 December 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 21 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Dariusz Marzec for the financial year 2015 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January 2015 to 31 December 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 22 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Jacek Drozd for the financial year 2015 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January 2015 to 31 December 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.

RESOLUTION NO. 23 of the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2016

concerning the acknowledgement of the fulfillment of duties for the year 2015

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

§ 1

The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Grzegorz Krystek for the financial year 2015 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January 2015 to 31 December 2015.

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

The total number of valid votes cast: 1 262 807 009 The number of votes cast for the resolution: 1 257 829 879 The number of votes cast against the resolution: 1 256 521 The number of abstaining votes: 3 720 609

The resolution was adopted in a secret ballot.