PGE Polska Grupa Energetyczna S.A.

AGM Information • Apr 17, 2019

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 Statutes of the company PGE Polska Grupa Energetyczna Spółka Akcyjna, the Ordinary General Meeting of the company 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 Mr/Ms [●] 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: ……………………… The number of votes cast for the resolution: ……………… The number of votes cast against the resolution: …………. The number of abstaining votes: …………………………..

RESOLUTION NO. … of the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna of 15 May 2019 concerning the adoption of the agenda of the Ordinary General Meeting

The Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its 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 the decision not to elect the Returning Committee.
• 1. The consideration of "The EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year ended 31 December 2018 (in million zlotys)" and the adoption of the resolution concerning their approval.
• 1. The consideration of "The EU-IFRS-compliant consolidated financial statements of the PGE Capital Group for the year ended 31 December 2018 (in million zlotys)" and the adoption of the resolution concerning their approval.
• 1. The consideration of the Management Board's report on the activities of the company PGE Polska Grupa Energetyczna S.A. and the PGE Capital Group for the year ended 31 December 2018 and the adoption of the resolution concerning its approval.
• 1. The adoption of the resolution concerning the allocation of net loss of the company PGE Polska Grupa Energetyczna S.A. for the financial year 2018.
• 1. The adoption of the resolution concerning the acknowledgement of the fulfilment of duties by the members of the Management Board and the 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: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

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 the company PGE Polska Grupa Energetyczna S.A., the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its 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: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………

RESOLUTION NO. [●]

of the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna

of 15 May 2019

concerning the approval of the EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2018 (in million zlotys)

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

§ 1

The Ordinary General Meeting of the Company approves "The EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year ended 31 December 2018 (in million zlotys)" comprising the following parts audited by a certified auditor:

• the statement of comprehensive income for the year ended 31 December 2018 showing a net loss of 203 million zlotys and a total comprehensive income of 310 million zlotys (loss);
• the statement of financial position as at 31 December 2018 showing the balance of assets and liabilities with equity in the amount of 51,311 million zlotys;
• the statement of changes in equity for the year ended 31 December 2018 showing a decrease in equity in the amount of 310 million zlotys;
• the statement of cash flows showing a decrease in cash and cash equivalents during the course of the year ended 31 December 2018 by the amount of 1,598 million zlotys;
• 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: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the approval of the EU-IFRS-compliant consolidated financial statements of the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year 2018 (in million zlotys)

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 the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company") adopts as follows:

The Ordinary General Meeting of the Company approves the following: "The EU-IFRS-compliant consolidated financial statements of the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year ended 31 December 2018 (in million zlotys)" comprising the following parts audited by a certified auditor:

• the consolidated statement of comprehensive income for the year ended 31 December 2018 showing a net profit of 1,511 million zlotys and a total comprehensive income of 1,214 million zlotys (profit);
• the consolidated statement of financial position as at 31 December 2018 showing the balance of assets and liabilities with equity in the amount of 75,905 million zlotys;
• the consolidated statement of changes in equity for the year ended 31 December 2018 showing an increase in equity by the amount of 1,423 million zlotys;
• the consolidated statement of cash flows showing a decrease in cash and cash equivalents during the course of the year ended 31 December 2018 by the amount of 1.272 million zlotys;
• 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: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

RESOLUTION NO. …

of the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna

of 15 May 2019

concerning the approval of the Management Board's Report on the activities of the PGE Polska Grupa Energetyczna S.A. and PGE Capital Group for the year 2018

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Commercial Companies Code and Article 55 clause 2a of the Accounting Act, the Ordinary General Meeting of the company 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 PGE Polska Grupa Energetyczna S.A. and PGE Capital Group for the year 2018 ended 31 December 2018".

§ 2

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the allocation of the Company's net loss for the financial year 2018.

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

§ 1

The Ordinary General Meeting decides to allocate the Company's net loss for the financial year 2018 in the amount of 202,768,919.52 (say: two hundred and two million seven hundred and sixty-eight thousand nine hundred and nineteen zlotys and fifty-two groszy) to profit to be gained in the future years.

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

The total number of valid votes cast: [●]

The number of votes cast for the resolution: [●]

The number of votes cast against the resolution: [●]

The number of abstaining votes: [●]

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 2018 in connection with her performance of the duties of the Chairperson of the Supervisory Board in the period from 1 January to 19 July 2018 and from 24 July to 31 December 2018 and in connection with her performance of the duties of the Member of the Supervisory Board in the period from 20 July to 23 July 2018.

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

.

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Artur Składanek for the financial year 2018 in connection with his performance of the duties of the Vice Chairperson of the Supervisory Board in the period from 1 January to 19 July 2018 and from 24 July to 31 December 2018 and in connection with his performance of the duties of the Member of the Supervisory Board in the period from 20 July to 23 July 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Kuczyński for the financial year 2018 in connection with his performance of the duties of the Secretary of the Supervisory Board in the period from 1 January to 19 July 2018 and from 24 July to 31 December 2018 and in connection with his performance of the duties of the Member of the Supervisory Board in the period from 20 July to 23 July 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company 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 Janina Goss for the financial year 2018 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2018 .

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Witold Rafał Kozłowski for the financial year 2018 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 9 July 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Mieczysław Edward Sawaryn for the financial year 2018 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 Tomasz Hapunowicz for the financial year 2018 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 9 January to 31 December 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Artur Bartoszewiczfor the financial year 2018 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 20 July to 14 November 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Jerzy Sawicki for the financial year 2018 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 20 July to 31 December 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Radosław Winiarski for the financial year 2018 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 14 November to 31 December 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Henryk Baranowski for the financial year 2018 in connection with his performance of the duties of the President of the Management Board in the period from 1 January to 31 December 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Wojciech Kowalczyk for the financial year 2018 in connection with her performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2018.

§ 2

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Pastuszko for the financial year 2018 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Paweł Śliwa for the financial year 2018 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Ryszard Wasiłek for the financial year 2018 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..

concerning the acknowledgement of the fulfillment of duties for the year 2018

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company 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 Emil Wojtowicz for the financial year 2018 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2018.

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

The total number of valid votes cast: ………………………

The number of votes cast for the resolution: ………………

The number of votes cast against the resolution: ………….

The number of abstaining votes: …………………………..