PGE Polska Grupa Energetyczna S.A.

AGM Information • Nov 13, 2017

Closing of acquisition of EDF's Polish assets

With reference to current reports no. 29/2017 dated May 19, 2017 and no.49/2017 dated October 31, 2017, the Management Board of PGE Polska GrupaEnergetyczna S.A. ("PGE", the "Company") discloses that on November 13,2017 (the "Closing Date") the transaction between PGE and EDFInternational SAS with EDF Investment II B.V. (jointly "EDF") regardinga sale of EDF assets in Poland according to the Conditional Share SaleAgreement signed on May 19, 2017 (the "Agreement") (the "Transaction")has been closed.

The Transaction value amounted to approximately PLN 4.27 billion. As aconsequence of final settlement, the total Transaction-relatedexpenditures incurred by PGE include:- equity value ofapproximately PLN 2.45 billion, determined as at December 31, 2016according to the Locked-Box formula and consistent with the informationdisclosed in the current report no. 29/2017 (the "Equity Value"),-intra-company debt balance as of the Closing Date of the Transaction,i.e. November 13, 2017, in amount ofapprox. PLN 1.68 billion andapprox. USD 10 million (the "Intra-Company Debt"), previously calculatedat PLN 1.68 billion and USD 40 million respectively,- intereston the Equity Value accrued pro rata from January 1, 2017 until theClosing Date of the Transaction, i.e. until November 13, 2017, amountingto PLN 93.27 million as a result of economic benefits from operations ofacquired assets vesting with the Company following the Locked Box Datei.e. December 31, 2016 - previously calculated in amount not higher thanapprox. PLN 107 million,- outstanding interest as of the ClosingDate of the Transaction related to the Intra-Company Debt (and otherfees) in amount of PLN 18.21 million and USD 0.05 million respectively.

The payment for the EDF assets in Poland as well as the transfer ofshares took place at the Closing Date of the Transaction.

PGE will fully consolidate result starting from the acquisition date.

In connection with the closing of the Transaction and PGE's indirectacquisition of shares of Zespół Elektrociepłowni WrocławskichKOGENERACJA S.A. ("Kogeneracja") resulting in crossing the 33% thresholdof voting rights in Kogeneracja, PGE will be obliged to announce asubsequent tender offer for shares in Kogeneracja in number sufficientto reach 66% threshold of voting rights in Kogeneracja in accordancewith Act on Public Offering, the Conditions Governing the Introductionof Financial Instruments to Organised Trading, and Public Companiesdated July 29, 2005 (Journal of Laws of 2016 item 1639, as amended).Cost of the tender is not included in the Transaction value.