PGE Polska Grupa Energetyczna S.A.

AGM Information • Jun 22, 2020

DRAFT

RESOLUTION NO. [●] of the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna of 26 June 2020 concerning changes in § 15, § 16 and § 411 of the Company Statutes

Acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 37 clause 1 item 8 of the Company Statutes, 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 makes the following changes in the content of the Company Statutes:

1. § 15 clause 2 is changed as follows:

"2. Members of the Management Board shall be appointed for a joint term of office which lasts 3 years. A member of the Management Board shall meet the conditions specified in Article 22 of the State Property Management Act."

1. § 16 clause 4 item 4) is changed as follows:

"4) An announcement about the recruitment procedure shall be published on the Company's website and in the Public Information Bulletin of the entity entitled to exercise the rights related to shares held by the State Treasury".

1. § 411 clause 3 item 1) is changed as follows:

"1) An announcement about a tender procedure or an auction shall be published in the Public Information Bulletin on the website of the entity entitled to exercise the rights related to shares held by the State Treasury, on the Company's website, in a visible and publicly accessible place in the Company's registered office, as well as in other places used customarily for the placement of announcements."

§ 2

The resolution becomes effective as at the time of its adoption, with full legal effect as of the day of entering the aforementioned amendments in the register of entrepreneurs of the National Court Register.

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: [●] The resolution has been adopted in an open ballot.