PGE Polska Grupa Energetyczna S.A.

AGM Information • Jun 1, 2016

An announcement about the convening of the Ordinary General Meeting ofPGE Polska Grupa Energetyczna S.A.

The Management Board of "PGE Polska Grupa Energetyczna Spółka Akcyjna"with the registered office in Warsaw (the "Company"), acting pursuant toArticle 395 § 1 and § 2, Article 399 § 1 in connection with Article402(1) and 402(2) of the Commercial Companies Code of September 15th2000 (Journal of Laws of 2013, item 1030, as amended) and § 36 of theCompany Statutes, convenes, for the day of June 28th, 2016 at 2:00 p.m.,the Ordinary General Meeting of the Company (the "General Meeting"). TheGeneral Meeting will be held in Warsaw in the building of GiełdaPapierów Wartościowych w Warszawie S.A., at 4 Książęca Street, 00-498Warsaw.

The agenda:

1. The opening of the General Meeting.

2. The election of the 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 consideration of the PGE Polska Grupa Energetyczna S.A. FinancialStatements for the year 2015 consistent with IFRS-EU and the adoption ofa resolution concerning its approval.

7. The consideration of the Management Board's Report on the activitiesof PGE Polska Grupa Energetyczna S.A. for the year 2015 and the adoptionof a resolution concerning its approval.

8. The consideration of the PGE Polska Grupa Energetyczna S.A.Consolidated Financial Statements for the year 2015 consistent withIFRS-EU and the adoption of a resolution concerning its approval.

9. The consideration of the Management Board's report on the activitiesof the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year2015 and the adoption of a resolution concerning its approval.

10. The adoption of a resolution concerning the distribution of the PGEPolska Grupa Energetyczna S.A. net profit for the financial year 2015and the determination of the dividend record date and the dividendpayment date.

11. The adoption of resolutions concerning the acknowledgement of thefulfillment of duties by the members of the Management Board andSupervisory Board.

12. 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 June 12th, 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 June 1st, 2016 and not later than on the first business day after the date ofthe registration of participation in the General Meeting, i.e. not laterthan on June 13th, 2016, that the entity managing their securitiesaccount issue a name-bearing certificate of entitlement to participatein 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 three consecutivebusiness days before the date of the General Meeting, i.e. on June 23th,24th and 27th, 2016 from 9.00 a.m. to 3.00 p.m., in the Department ofthe Management Board (floor 2).

The Management Board announces that the Shareholder may request that thelist of the Shareholders be sent to them by electronic mail, free ofcharge. The Shareholder requesting that the list of the Shareholders besent to them should specify an electronic mail address to which the listshould be sent. Such a request may be sent by electronic mail to theCompany'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 content of the proxystipulates otherwise. One proxy may represent more than one Shareholder.In such case, the proxy may vote differently with respect to shares heldby each Shareholder. If the Shareholder holds shares registered in morethan one securities account, they may appoint a proxy to exercise therights related 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 a Shareholder, a document granting the 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 the 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 the Shareholder or the right of itsrepresentative or representatives to represent the Shareholder, togetherwith copies of an identity card, pages from a passport allowingidentification or any other official document certifying the identity ofsuch a representative or representatives authorized to represent theShareholder;

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 the 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 the Proxy or the right of its representative orrepresentatives to represent the Proxy, together with copies of anidentity card, pages from a passport allowing identification or anyother official document certifying the identity of such a representativeor representatives authorized to represent the 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 the given entity or the right ofits representative or representatives to represent the 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 counsel or any other entity authorized to certifytrue copies of documents. If such documents are not presented, a Proxyof the Shareholder may be not 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 a documentary evidence that the particular condition hasbeen fulfilled.

A proxy granted in an electronic format needs not to be accompanied by asecure 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. The notification should beaccompanied by a scanned copy of the granted proxy and scanned copies ofthe documents referred to in letters a), b), c) and d) above. Thenotification should include also an electronic mail address at which theCompany may contact the Shareholder and the Proxy. The Management Boardshall have the right to verify submitted notifications and to takeactions aiming at the identification of the Shareholder and the Proxyand the confirmation of their authorization. The verification mayconsist, in particular, in asking verification questions of theShareholder or the Proxy by telephone or electronic mail. The aboveprinciples will apply to a change in or revocation of the granted proxy.Notifications which do not meet the requirements referred to above willnot result in any legal consequences for the Company. The Company willnot be liable for any errors in the proxy forms and actions of peopleusing proxies. At the request of the Company or a person (persons)appointed by the Company to register the Shareholders, a Proxy appearingin the General Meeting is obliged to present the documents attached tothe notification referred to 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 the given entity or the right of its representative orrepresentatives to represent the 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 counsel or any other entity authorized to certify truecopies of documents. If such documents are not presented, a Proxy of theShareholder may be not 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 the 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 a request should besubmitted to the Management Board not later than 21 days before thespecified date of the General Meeting, i.e. until June 7th, 2016. Therequest should be submitted to the Management Board at the followingaddress: Zarząd "PGE Polska Grupa Energetyczna Spółka Akcyjna", ul.Mysia 2, 00-496 Warszawa, or sent by electronic mail to the Company'se-mail address: wza@gkpge.pl. The request should be accompanied bycopies of documents certifying the right of the person (persons)submitting such a 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 already included or to be included in the agenda of the GeneralMeeting. Such draft resolutions should be submitted to the ManagementBoard at the following address: Zarząd "PGE Polska Grupa EnergetycznaSpółka Akcyjna", ul. Mysia 2, 00-496 Warszawa, or sent by electronicmail to the Company's e-mail address: wza@gkpge.pl. The draftresolutions should be accompanied by copies of documents certifying theright of the person (persons) proposing such draft resolutions to act onbehalf of the Shareholder.

The Management Board announces that during sessions of the GeneralMeeting each Shareholder may propose draft resolutions concerning thematter 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 mail or by 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 complete text of thedocumentation to be presented to the General Meeting, including draftresolutions, will be available on the Company's website as of the dateof the convening of the General Meeting. All other documents concerningmatters already included or to be included in the agenda of the GeneralMeeting by the date of the General Meeting will be available on theCompany's website immediately after they have been drawn up andsubmitted to the Company by the authorized Shareholders.

Access to information

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