PGE Polska Grupa Energetyczna S.A.

AGM Information • Jun 28, 2024

RESOLUTION NO. 1 of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

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 Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company elects Ms Anna Kowalik 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: 1 712 107 570

The number of votes cast for the resolution: 1 712 107 570

The number of votes cast against the resolution: 0

The number of abstaining votes: 0

The resolution has been adopted in a secret ballot.

RESOLUTION NO. 2 of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

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 Lublin (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.

2. 1. The election of Chairperson of the General Meeting.
3. 1. The ascertainment of the correctness of convening the General Meeting and its capability of adopting binding resolutions.
4. 1. The adoption of the agenda of the Ordinary General Meeting.
5. 1. The adoption of the decision not to elect the Returning Committee.
6. 1. The consideration of "The EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2023 ended 31 December 2023 (in PLN million)" and the adoption of the resolution concerning their approval.
7. 1. The consideration of "The EU-IFRS-compliant consolidated financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2023 ended 31 December 2023 (in PLN million)" and the adoption of the resolution concerning their approval.
8. 1. The consideration of the Management Board's report on the activities of PGE Polska Grupa Energetyczna S.A. and the PGE Capital Group for the year 2023 ended 31 December 2023 and the adoption of the resolution concerning its approval.
9. 1. The adoption of the resolution concerning the allocation of the Company's net loss for the financial year 2023
10. 1. The consideration of the report on the activities of the Supervisory Board of the company PGE Polska Grupa Energetyczna S.A. as a governing body in the year 2023 and the adoption of the resolution concerning its approval.
11. 1. The consideration of the report of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on its evaluation of the statements and reports for the year 2023, the proposal concerning the allocation of the net loss for the year 2023 and the Management Board's fulfilment of the information disclosure obligations resulting from the Commercial Companies Code and the adoption of the resolution concerning its approval.
12. 1. The presentation 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 year 2023".
13. 1. The adoption of resolutions on the granting of discharge to the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A.
14. 1. The closing of the Ordinary General Meeting.

§ 2

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

The total number of valid votes cast: 1 712 107 570

The number of votes cast for the resolution: 1 712 107 570

The number of votes cast against the resolution: 0

The number of abstaining votes: 0

The resolution has been adopted in an open ballot.

RESOLUTION NO. 3 of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

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 Lublin (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: 1 712 107 570

The number of votes cast for the resolution: 1 712 107 570

The number of votes cast against the resolution: 0

The number of abstaining votes: 0

The resolution has been adopted in an open ballot.

RESOLUTION NO. 4 of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

concerning the approval of "The EU-IFRS-compliant separate financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2023 ended 31 December 2023" (in PLN million)"

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Commercial Companies Code as well as § 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 Lublin ("Company") adopts as follows:

§ 1

The Ordinary General Meeting of the Company approves "The EU-IFRS-compliant separate financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2023 ended 31 December 2023" (in PLN million) comprising the following parts audited by a statutory auditor:

• the statement of comprehensive income for the year ended 31 December 2023, showing a net loss of PLN 5,894 million and a total comprehensive income of PLN 6,154 million (loss);
• the statement of financial position drawn up as at 31 December 2023, showing the balance of assets and liabilities with equity in the amount of PLN 60,077 million;
• the statement of changes in equity for the year ended 31 December 2023, showing a decrease in equity in the amount of PLN 6,175 million;
• the statement of cash flows showing a decrease in cash and cash equivalents during the course of the year ended 31 December 2023 by the amount of PLN 8,851 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: 1 712 107 570

The number of votes cast for the resolution: 1 711 932 397

The number of votes cast against the resolution: 5 406

The number of abstaining votes: 169 767

The resolution has been adopted in an open ballot.

RESOLUTION NO. 5 of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

concerning the approval of "The EU-IFRS-compliant consolidated financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2023 ended 31 December 2023 (in PLN million)"

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 Lublin ("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 2023 ended 31 December 2023 (in PLN million)" comprising the following parts audited by a certified auditor:

• the consolidated statement of comprehensive income for the year ended 31 December 2023, showing a net loss of PLN 4,902 million and a total comprehensive income of PLN 6,673 million (loss);
• the consolidated statement of financial position draw up as at 31 December 2023, showing a balance of assets and liabilities with equity in the amount of PLN 113,443 million;
• the consolidated statement of changes in equity for the year ended 31 December 2023, showing a decrease in equity by PLN 6,528 million;
• the consolidated statement of cash flows showing a decrease in cash and cash equivalents during the course of the year ended 31 December 2023 by the amount of PLN 5,854 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: 1 712 107 570

The number of votes cast for the resolution: 1 711 932 397

The number of votes cast against the resolution: 5 406

The number of abstaining votes: 169 767

The resolution has been adopted in an open ballot.

RESOLUTION NO. 6 of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

concerning the approval of the Management Board's Report on the activities of PGE Polska Grupa Energetyczna S.A. and PGE Capital Group for the year 2023 ended 31 December 2023

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 Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting approves the "Management Board's Report on the activities of PGE Polska Grupa Energetyczna S.A. and PGE Capital Group for the year 2023 ended 31 December 2023".

§ 2

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

The total number of valid votes cast: 1 712 107 570

The number of votes cast for the resolution: 1 709 706 838

The number of votes cast against the resolution: 2 230 865

The number of abstaining votes: 169 867

The resolution has been adopted in an open ballot.

RESOLUTION NO. 7 of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

concerning the allocation of the Company's net loss for the financial year 2023

Acting pursuant to Article 395 § 2 item 2 of the Commercial Companies Code as well as § 43 clause 3 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 Lublin ("Company") adopts as follows:

§ 1

The Ordinary General Meeting decides to allocate the Company's net loss for the financial year 2023 in the amount of PLN 5,893,995,497.86 (say: five billion eight hundred and ninety-three million nine hundred and ninety-five thousand four hundred and ninety-seven zlotys and eighty-six groszy) to the supplementary capital.

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

The total number of valid votes cast: 1 712 107 570

The number of votes cast for the resolution: 1 712 107 570

The number of votes cast against the resolution: 0

The number of abstaining votes: 0

The resolution has been adopted in an open ballot.

RESOLUTION NO. 8 of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

concerning the approval of the report on the activities of the Supervisory Board of the company PGE Polska Grupa Energetyczna S.A. as a governing body in the year 2023

Acting pursuant to item 2.11 The Good Practices of Companies Listed on the Warsaw Stock Exchange 2021, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin ("Company") adopts as follows:

§ 1

The Ordinary General Meeting approves the report on the activities of the Supervisory Board of the company PGE Polska Grupa Energetyczna S.A. as a governing body in the year 2023.

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

The total number of valid votes cast: 1 712 107 570

The number of votes cast for the resolution: 1 710 981 233

The number of votes cast against the resolution: 956 470

The number of abstaining votes: 169 867

The resolution has been adopted in an open ballot.

RESOLUTION NO. 9 of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

concerning the approval of the report of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on its evaluation of the statements and reports for the year 2023, the proposal concerning the allocation of the net loss for the year 2023 and the Management Board's fulfilment of the information disclosure obligations resulting from the Commercial Companies Code

Acting pursuant to item 2.11 The Good Practices of Companies Listed on the Warsaw Stock Exchange 2021, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin("Company") adopts as follows:

§ 1

The Ordinary General Meeting approves the report of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on its evaluation of the statements and reports for the year 2023, the proposal concerning the allocation of the net loss for the year 2023 and the Management Board's fulfilment of the information disclosure obligations resulting from the Commercial Companies Code

§ 2

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

The total number of valid votes cast: 1 712 107 570

The number of votes cast for the resolution: 1 710 981 233

The number of votes cast against the resolution: 956 470

The number of abstaining votes: 169 867

The resolution has been adopted in an open ballot.

RESOLUTION NO. 10 of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

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 year 2023"

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 Lublin ("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 year 2023", as accepted by resolution no. 365/XII/2024 adopted by the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on 20 May 2024.

§ 2

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

The total number of valid votes cast: 1 712 107 570

The number of votes cast for the resolution: 1 527 329 811

The number of votes cast against the resolution: 184 777 659

The number of abstaining votes: 100

The resolution has been adopted in an open ballot.

RESOLUTION NO. 11 of the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 28 June 2024

concerning to order a break in proceeding of the Ordinary General Meeting

Acting pursuant to Article 408 § 2 of the Commercial Companies Code and § 18 section 5 of the Regulations of the General Meeting of the PGE Polska Grupa Energetyczna Spółka Akcyjna the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin ("Company"), adopts as follows:

§ 1

• 1. The Ordinary General Meeting orders a break in its proceedings until 25 July 2024 up to 12.00 noon.
• 1. The resumption of the Ordinary General Meeting will take place on 25 July 2024 at 12.00 noon in Warsaw, in the building of Giełda Papierów Wartościowych w Warszawie S.A., at 4 Książęca Street, 00-498 Warsaw.

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

The total number of valid votes cast: 1 705 232 213

The number of votes cast for the resolution: 1 584 329 469

The number of votes cast against the resolution: 55 100

The number of abstaining votes: 120 847 644

The resolution has been adopted in an open ballot.