PGE Polska Grupa Energetyczna S.A.

AGM Information • Mar 31, 2023

An announcement of the Management Board about the convening of theOrdinary General Meeting of the company PGE Polska Grupa EnergetycznaSpółka Akcyjna

The Management Board of the company PGE Polska Grupa Energetyczna SpółkaAkcyjna with its registered office in Lublin ("Company"), actingpursuant to Article 399 § 1, in connection with Articles 402(1) and402(2) of the Commercial Companies Code of 15 September 2000 (Journal ofLaws of 2022, item 1467) and § 28 clause 1 items 3 and 4 of the CompanyStatutes, convenes, for the day of 28 April 2023, at 1:00 p.m. CEST, theOrdinary General Meeting of the Company ("General Meeting"). The GeneralMeeting will be held in Warsaw, in the Building of the Warsaw StockExchange (Giełda Papierów Wartościowych w Warszawie S.A.), at 4 KsiążęcaStreet, 00-498 Warsaw.

The agenda:

1. The opening of the General Meeting.

2. The election of Chairperson of the General Meeting.

3. The ascertainment of the correctness of convening the General Meetingand its capability of adopting binding resolutions.

4. The adoption of the agenda of the Ordinary General Meeting.

5. The adoption of the decision not to elect the Returning Committee.

6. The consideration of "The EU-IFRS-compliant standalone financialstatements of the company PGE Polska Grupa Energetyczna S.A. for theyear 2022 ended 31 December 2022 (in PLN million)" and the adoption ofthe resolution concerning their approval.

7. The consideration of "The EU-IFRS-compliant consolidated financialstatements of the company PGE Polska Grupa Energetyczna S.A. for theyear 2022 ended 31 December 2022 (in PLN million)" and the adoption ofthe resolution concerning their approval.

8. The consideration of the Management Board's report on the activitiesof PGE Polska Grupa Energetyczna S.A. and the PGE Capital Group for theyear 2022 ended 31 December 2022 and the adoption of the resolutionconcerning its approval.

9. The adoption of the resolution concerning the distribution of the netprofit of PGE Polska Grupa Energetyczna S.A. for the financial year 2022.

10. The consideration of the report on the activities of the SupervisoryBoard of PGE Polska Grupa Energetyczna S.A. for the year 2022 and theadoption of the resolution concerning its approval.

11. The consideration of the report of the Supervisory Board of PGEPolska Grupa Energetyczna S.A. on its evaluation of the statements andreports for the year 2022, the proposal concerning the distribution ofthe net profit for the year 2022 and the Management Board's fulfilmentof the information disclosure obligations resulting from the CommercialCompanies Code and the adoption of the resolution concerning itsapproval.

12. The presentation of an opinion on "The report on the remuneration ofthe Members of the Management Board and the Supervisory Board of PGEPolska Grupa Energetyczna S.A. for the year 2022".

13. The adoption of resolutions on the granting of discharge to theMembers of the Management Board and the Supervisory Board of PGE PolskaGrupa Energetyczna S.A.

14. The closing of the Ordinary General Meeting.

A description of the procedures concerning participation in the GeneralMeeting and exercise of the voting right

Pursuant to article 4061 § 1 of the Commercial Companies Code, thoseholding Company shares sixteen days before the date of the GeneralMeeting (the date of registering participation in the General Meeting)i.e. as at 12 April 2023 are entitled to participate in the GeneralMeeting.

In order to ensure their participation in the General Meeting, theShareholder should require not earlier than after the announcement ofthe convening of the General Meeting, i.e. not earlier than on 31 March2023 and not later than on the first business day after the date of theregistration of participation in the General Meeting, i.e. not laterthan on 13 April 2023, that the entity managing their securities accountissue a name-bearing certificate of entitlement to participate in theGeneral Meeting.

The Management Board will make a list of the Shareholders entitled toparticipate in the General Meeting available in the Company's office inWarsaw, 2 Mysia Street, 00-496 Warsaw, on the three consecutive businessdays before the date of the General Meeting, i.e. 25-27 April 2023 from9:00 a.m. to 3:00 p.m. in the Management Board Department (floor 2).

The Company's Management Board announces that the Shareholder mayrequest that the list of the Shareholders be sent to them by electronicmail, free of charge. The Shareholder requesting that the list of theShareholders be sent to them should specify an electronic mail addressto which the list should be sent. Such request may be sent by electronicmail to the Company's e-mail address: wza@gkpge.pl.

The Management Board announces that the Shareholder has the right toparticipate in the General Meeting and exercise the voting right inperson or by proxy. The Shareholder's Proxy exercises all rights of theShareholder unless the text of the proxy stipulates otherwise. The Proxymay grant further proxies unless the text of the proxy stipulatesotherwise. One Proxy may represent more than one Shareholder. In suchcase, the Proxy may vote differently with respect to shares held by eachShareholder. If the Shareholder holds shares registered in more than onesecurities account, they may appoint a Proxy to exercise the rightsrelated to shares registered in each such account. The Shareholderholding shares registered in a collective account may appoint separateproxies to exercise the rights related to shares registered in such anaccount. The Shareholder holding shares registered in more than onesecurities accounts may appoint separate proxies to exercise the rightsrelated to shares registered in each of such accounts.

A proxy to participate in the General Meeting and exercise the votingright should be drawn up in writing or an electronic format.

In order to identify the Shareholder granting a proxy and the Proxyrepresenting such Shareholder, a document granting a proxy should beaccompanied by the following:

a) in the case of the Shareholder who is a natural person - a copy oftheir identity card, pages from a passport allowing identification orany other official document certifying such Shareholder's identity;

b) in the case of the Shareholder who is not a natural person - a copyof a current extract from a proper register or any other documentcertifying the existence of such Shareholder or the right of itsrepresentative or representatives to represent such Shareholder,together with copies of an identity card, pages from a passport allowingidentification or any other official document certifying the identity ofsuch representative or representatives authorized to represent suchShareholder;

c) in the case of the Proxy who is a natural person - a copy of theiridentity card, pages from a passport allowing identification or anyother official document certifying such Proxy's identity;

d) in the case of the Proxy who is not a natural person - a copy of acurrent extract from a proper register or any other document certifyingthe existence of such Proxy or the right of its representative orrepresentatives to represent such Proxy, together with copies of anidentity card, pages from a passport allowing identification or anyother official document certifying the identity of such representativeor representatives authorized to represent such Proxy;

In the case of foreign entities in whose countries of registrationrelevant registers are not kept, instead of a copy of a current extractfrom a register referred to in letters _#8206;b) and d) above, a copy of adocument certifying the existence of a given entity or the right of itsrepresentative or representatives to represent such entity should bepresented.

In the event of doubts concerning the authenticity of the copies of thedocuments referred to above, the Management Board reserves the right todemand before the beginning of the General Meeting the presentation ofthe originals of the said documents or their copies certified by anotary public, legal advisor or any other entity authorized to certifytrue copies of documents. If such documents are not presented, a Proxyof the Shareholder may not be allowed to participate in the GeneralMeeting.

All documents referred to above which are drawn up in a foreign languageshould be accompanied by a proper certified translation into the Polishlanguage drawn up by a sworn translator.

If a proxy to participate in the General Meeting and exercise the votingright granted by the Shareholder is a conditional proxy, it should beaccompanied by a documentary evidence that a particular condition hasbeen fulfilled.

A proxy granted in an electronic format does not have to be accompaniedby a qualified electronic signature. The Company should be notified ofthe fact of granting a proxy in an electronic format using theelectronic means of communication. Such notification must be sent byelectronic mail to the Company's e-mail address: wza@gkpge.pl. Suchnotification should be accompanied by a scanned copy of a granted proxyand scanned copies of the documents referred to in letters a), b), c)and d) above. Such notification should also include an electronic mailaddress at which the Company may contact the Shareholder or the Proxy.The Management Board will have the right to verify submittednotifications and to take action aiming at the identification of theShareholder or the Proxy and the confirmation of their authorization.Such verification may consist, in particular, in asking questions of theShareholder or the Proxy by telephone or electronic mail. The aboveprinciples will apply to a change in or revocation of the granted proxy.Notifications which do not meet the requirements referred to above willnot result in any legal consequences for the Company. The Company willnot be liable for any errors in proxy forms or actions of people usingproxies. At the request of the Company or a person (persons) appointedby the Company to register the Shareholders, a Proxy appearing in theGeneral Meeting is obliged to present the documents attached to thenotification referred to above.

In the case of foreign entities in whose countries of registrationrelevant registers are not kept, instead of a scanned copy of a currentextract from a register, a scanned copy of a document certifying theexistence of a given entity or the right of its representative orrepresentatives to represent such entity should be presented.

In the event of doubts concerning the authenticity of the documentsreferred to above, the Management Board reserves the right to demandbefore the beginning of the General Meeting the presentation of theoriginals of the said documents or their copies certified by a notarypublic, legal advisor or any other entity authorized to certify truecopies of documents. If such documents are not presented, a Proxy of theShareholder may not be allowed to participate in the General Meeting.

All documents referred to above which are drawn up in a foreign languageshould be accompanied by a proper certified translation into the Polishlanguage drawn up by a sworn translator.

The Management announces also that if the Shareholder grants a proxytogether with a voting instruction, the Company will not verify ifproxies exercise the voting rights in accordance with instructionsreceived from the Shareholders. Therefore, a voting instruction shouldbe given to the Proxy only.

Shareholders' selected rights

The Management Board announces that the Shareholder or Shareholdersrepresenting at least one twentieth of the share capital may requestthat particular matters be included in the agenda of the GeneralMeeting. This right is exercised by way of submitting a requestincluding a justification or a draft resolution or resolutionsconcerning a proposed item on the agenda. Such request should besubmitted to the Management Board not later than 21 days before thespecified date of the General Meeting, i.e. by 7 April 2023. Suchrequest should be submitted to the Management Board at the followingaddress: Zarząd "PGE Polska Grupa Energetyczna Spółka Akcyjna", ul.Mysia 2, 00-496 Warszawa, or sent by electronic mail to the Company'semail address: wza@gkpge.pl. Such request should be accompanied bycopies of documents certifying the right of the person (persons)submitting such request to act on behalf of the Shareholder.

The Management Board announces that the Shareholder or Shareholdersrepresenting at least one twentieth of the share capital may, by thedate of the General Meeting, propose draft resolutions concerningmatters included or to be included in the agenda of the General Meeting.Such proposals of draft resolutions should be submitted to theManagement Board at the following address: Zarząd "PGE Polska GrupaEnergetyczna Spółka Akcyjna", ul. Mysia 2, 00-496 Warszawa, or sent byelectronic mail to the Company's email address: wza@gkpge.pl. Such draftresolutions should be accompanied by copies of documents certifying theright of the person (persons) proposing such draft resolutions to act onbehalf of the Shareholder.

The Management Board announces that during the debates of the GeneralMeeting each Shareholder may propose draft resolutions concerning thematters included in the agenda. Draft resolutions should be presented inthe Polish language.

Using means of electronic communication

The Management Board announces that in view of the content of theCompany Statutes and the Regulations of the General Meeting, it is notpossible to participate in and take the floor during the General Meetingusing means of electronic communication; it is also not possible to voteby correspondence or using means of electronic communication.

Registration of presence in the General Meeting

Persons entitled to participate in the General Meeting should registertheir presence and collect voting ballots directly in front of theGeneral Meeting room 30 minutes before the beginning of the GeneralMeeting.

Access to documentation

The Management Board announces that the complete text of thedocumentation to be presented to the General Meeting, including draftresolutions, will be available on the Company's website as of the dateof the convening of the General Meeting. All other documents concerningmatters included or to be included in the agenda of the General Meetingby the date of the General Meeting will be available on the Company'swebsite immediately after they have been drawn up and submitted to theCompany by the authorized Shareholders.

Access to information

All information related to the General Meeting is available on theCompany's website at www.gkpge.pl.