PGE Polska Grupa Energetyczna S.A.

AGM Information • May 31, 2021

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 29 June 2021 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 2020 ended 31 December 2020 (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 2020 ended 31 December 2020 (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 2020 ended 31 December 2020 and the adoption of the resolution concerning its approval.
• 1. Providing an opinion on "The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. for the years 2019-2020".
• 1. The adoption of the resolution concerning the distribution of the Company's net profit for the financial year 2020.
• 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 29 June 2021

concerning the approval of "The EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2020 ended 31 December 2020 (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 2020 ended 31 December 2020" (in PLN million) comprising the following parts audited by a certified auditor:

• the statement of comprehensive income for the year ended 31 December 2020 showing a net profit of PLN 1,744 million and a total comprehensive income of PLN 1,525 million;
• the statement of financial position as at 31 December 2020 showing a balance of assets and liabilities with equity in the amount of PLN 54,004 million;
• the statement of changes in equity for the year ended 31 December 2020 showing an increase in equity in the amount of PLN 1,525 million;
• the statement of cash flows showing an increase in cash and cash equivalents during the course of the year ended 31 December 2020 by the amount of PLN 3,274 million;
• a description of the accounting principles (policy) 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 2020 ended 31 December 2020 (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 2020 ended 31 December 2020" (in PLN million) comprising the following parts audited by a certified auditor:

• the consolidated statement of comprehensive income for the year ended 31 December 2020 showing a net profit of PLN 148 million and a total comprehensive income of PLN 273 million;
• the consolidated statement of financial position as at 31 December 2020 showing a balance of assets and liabilities with equity in the amount of PLN 81,594 million;
• the consolidated statement of changes in equity for the year ended 31 December 2020 showing an increase in equity in the amount of PLN 364 million;
• the consolidated statement of cash flows showing an increase in cash and cash equivalents during the course of the year ended 31 December 2020 by the amount of PLN 2,862 million;
• a description of the accounting principles (policy) 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 29 June 2021

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 2020

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 2020 ended 31 December 2020".

§ 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 29 June 2021

concerning the provision of an opinion on "The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. for the years 2019-2020"

Acting pursuant to Article 90g clause 6 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, after becoming acquainted with the opinion of the certified auditor, 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 provides a positive opinion on "The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. for the years 2019-2020", as accepted by resolution no. 367/XI/2021 adopted by the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on 25 May 2021.

§ 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 distribution of the Company's net profit for the financial year 2020.

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 entire net profit for the financial year 2020 in the amount of PLN 1,743,801,687.66 (say: one billion seven hundred and forty-three million eight hundred and one thousand six hundred and eighty-seven zlotys 66/100) to the supplementary capital.

§ 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 2020

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 2020 in connection with her performance of the duties of the Chairperson of the Supervisory Board in the period from 1 January to 31 December 2020.

§ 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 2020

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 2020 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 2020.

§ 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 2020

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 2020 in connection with his performance of the duties of the Secretary of the Supervisory Board in the period from 1 January to 31 December 2020.

§ 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 2020

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 2020 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2020 .

§ 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 2020

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 2020 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2020.

§ 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 2020

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 2020 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2020.

§ 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 2020

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 2020 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2020.

§ 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 2020

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 2020 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2020.

§ 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 2020

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 2020 in connection with his performance of the duties of the President of the Management Board in the period from 1 January to 19 February 2020.

§ 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 2020

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 2020 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 19 February 2020.

§ 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 2020

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 2020 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 19 February 2020.

§ 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 2020

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 2020 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 2020.

§ 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 2020

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 2020 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 2020.

§ 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 2020

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 2020 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 19 February 2020.

§ 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 2020

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 Dąbrowski for the financial year 2020 in connection with his performance of the duties of the President of the Management Board in the period from 20 February to 31 December 2020.

§ 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 2020

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 Cioch for the financial year 2020 in connection with his performance of the duties of the Vice President of the Management Board in the period from 24 February to 31 December 2020.

§ 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 2020

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 Strączyński for the financial year 2020 in connection with his performance of the duties of the Vice President of the Management Board in the period from 24 February to 31 December 2020.

§ 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 2020

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 Ms Wanda Buk for the financial year 2020 in connection with her performance of the duties of the Vice President of the Management Board in the period from 1 September to 31 December 2020.

§ 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: …………………………..