PGE Polska Grupa Energetyczna S.A.

AGM Information • May 28, 2020

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 26 June 2020 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 2019 (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 Capital Group of PGE Polska Grupa Energetyczna S.A. for the year ended 31 December 2019 (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 2019 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 2019.
• 1. The adoption of the resolution concerning the General Meeting's granting the consent to the manner of voting at the General Meeting of the company PGE Systemy S.A. on the matter of changes in the Statutes of the company PGE Systemy S.A., the said manner of voting having been determined by the Management Board of the company PGE Polska Grupa Energetyczna S.A.
• 1. The adoption of the resolution concerning the adoption of "The remuneration policy for the members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A."
• 1. The adoption of the resolution concerning the granting of discharge to the members of the Management Board and the Supervisory Board for the performance of their duties.
• 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 26 June 2020

concerning the approval of "The EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2019 ended 31 December 2019 (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 2019 ended 31 December 2019 (in million zlotys)" comprising the following parts audited by a certified auditor:

• the statement of comprehensive income for the year ended 31 December 2019 showing a net loss of 1,259 million zlotys and a total comprehensive income of 1,330 million zlotys (loss);
• the statement of financial position as at 31 December 2019 showing the balance of assets and liabilities with equity in the amount of 50,438 million zlotys;
• the statement of changes in equity for the year ended 31 December 2019 showing a decrease in equity in the amount of 1,330 million zlotys;
• the statement of cash flows showing a decrease in cash and cash equivalents during the course of the year ended 31 December 2019 by the amount of 14 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 PGE Capital Group for the year 2019 ended 31 December 2019 (in million zlotys)"

Acting pursuant to Article 395 § 5 of the Commercial Companies Code and Article 63c 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:

§ 1

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 2019 (in million zlotys)" comprising the following parts audited by a certified auditor:

• the consolidated statement of comprehensive income for the year 2019 ended 31 December 2019 showing a net loss of 3,928 million zlotys and a total comprehensive income of 4,421 million zlotys (loss);
• the consolidated statement of financial position as at 31 December 2019 showing the balance of assets and liabilities with equity in the amount of 77,650 million zlotys;
• the consolidated statement of changes in equity for the year ended 31 December 2019 showing a decrease in equity by the amount of 4,664 million zlotys;
• the consolidated statement of cash flows showing an increase in cash and cash equivalents during the course of the year ended 31 December 2019 by the amount of 32 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 26 June 2020

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 2019

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 2019 ended 31 December 2019".

§ 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 2019

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 2019 in the amount of 1,259,598,461.78 zlotys (say: one billion two hundred and fifty-nine million five hundred and ninety-eight thousand four hundred and sixty-one zlotys and seventy-eight groszy) to the Company's supplementary capital, whose value is 19,669,355,043.27 zlotys (say: nineteen billion six hundred and sixty-nine million three hundred and fifty-five thousand and forty-three zlotys and twenty-seven groszy).

§ 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 26 June 2020

concerning the General Meeting's granting the consent for the manner of voting, as determined by the Management Board of PGE Polska Grupa Energetyczna S.A., at the General Meeting of the company PGE Systemy S.A. on the matter of changes in the Statutes of PGE Systemy S.A.

Acting pursuant to § 37 clause 3 item 2 of the Statutes of 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 ("Company") adopts as follows:

§ 1

The Ordinary General Meeting of the Company grants the consent for the manner of voting, as determined by the Management Board of PGE Polska Grupa Energetyczna S.A., at the General Meeting of the company PGE Systemy S.A. and consisting in voting for the resolution on making the following changes in the Statutes of the company PGE Systemy S.A.:

• 1) § 18 clause 2 item 18) of the Statutes of PGE Systemy S.A. is to have the following new wording: "18) the Company's entering into agreements other than those specified in clause 2 or incurring liabilities other than those specified in clause 2, with an individual value exceeding 500,000.00 (say: five hundred thousand) zlotys.";
• 2) § 20 clause 3 item 18 of the Statutes of PGE Systemy S.A. is to have the following new wording: "3. The Minister of State Assets has the right to appoint and dismiss by way of declaration 1 (one) member of the Supervisory Board.";
• 3) After § 20 clause 7 item 1) letter j) of the Statutes of the company PGE Systemy S.A., new letter k) is to be added with the following wording:

"k) has passed an examination for candidates for members in supervisory bodies before an examination board appointed by a minister competent for matters relating to state assets;".

§ 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 "The remuneration policy for the members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A."

Acting pursuant to Article 90d clause 1 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to an organized trading system and public companies, 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 General Meeting accepts "The remuneration policy for the members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A.", which constitutes an enclosure to this resolution.

§ 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 2019

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 2019 in connection with her performance of the duties of the Chairperson of the Supervisory Board in the period from 1 January to 31 December 2019.

§ 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 2019

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 2019 in connection with his performance of the duties of the Vice Chairperson of the Supervisory Board in the period from 1 January to 31 December 2019.

§ 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 2019

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 2019 in connection with his performance of the duties of the Secretary of the Supervisory Board in the period from 1 January to 31 December 2019.

§ 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 2019

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 2019 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2019 .

§ 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 2019

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 2019 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2019.

§ 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 2019

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 2019 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2019.

§ 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 2019

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 2019 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2019.

§ 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 2019

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 2019 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2019.

§ 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 2019

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 2019 in connection with his performance of the duties of the President of the Management Board in the period from 1 January to 31 December 2019.

§ 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 2019

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 2019 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 2019.

§ 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 2019

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 2019 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 2019.

§ 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 2019

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 2019 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 2019.

§ 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 2019

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 2019 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 2019.

§ 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 2019

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 2019 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 2019.

§ 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: …………………………..