PGE Polska Grupa Energetyczna S.A.

Capital/Financing Update • Apr 5, 2022

Signing of an investment agreement with the State Treasury

The Management Board of PGE Polska Grupa Energetyczna Spółka Akcyjna(_quot;PGE_quot;, _quot;Company_quot;, _quot;Issuer_quot;) announces that on April 5, 2022 the Companysigned an investment agreement (_quot;Investment Agreement_quot;) with the StateTreasury represented by the Prime Minister, in relation to the plannedissue of new series E shares of the Company with exclusion ofpre-emptive rights of the existing shareholders, which will be a privateplacement, directed only to selected investors.

Pursuant to the Investment Agreement, the State Treasury expresses itsintention to subscribe for up to 373,952,165 (in words: three hundredseventy three million nine hundred fifty two thousand one hundred sixtyfive) new series E ordinary bearer shares issued by the Company for acash contribution from the Reprivatisation Fund referred to in Articles56 and 69h of the Act of 30 August 1996 on commercialisation and certainrights of employees (Journal of Laws of 2022, item 318), in the totalamount not exceeding PLN 3,197,291,010.75 (three billion one hundredninety seven million two hundred ninety one thousand ten zlotys and75/100) (_quot;New Funds_quot;).

The Company has made a commitment to the State Treasury that it will usethe New Funds in their entirety for the implementation by the Companyand its subsidiaries (PGE Dystrybucja S.A., PGE Energia Odnawialna S.A.,PGE Energia Ciepła S.A., Rybnik 2050 sp. z o.o.) of investment projectsin three areas: intensification of development of renewable energysources (RES); development of distribution under the _quot;Distribution ofthe Future_quot; programme; and decarbonisation through development oflow-emission sources.

The Investment Agreement governs the rules for the use of the New Fundsand the consequences of a breach of those rules, the Company'sobligations and warranties in connection with the transfer of the NewFunds, the reporting and accounting obligations for the New Funds andthe State Treasury's inspection powers.

If the New Funds are used contrary to the Investment Agreement or theInvestment Agreement is improperly performed, the Company shall beobligated to return all or part of the New Funds or to pay contractualor guarantee penalties to the State Treasury, depending on the type ofprovision violated.

Subscription of shares by the State Treasury will be conditional uponadoption by the Extraordinary General Meeting of Shareholders of aresolution on the increase of share capital of the Company. The finalnumber of shares subscribed for by the State Treasury will depend on theresults of the book-building process referred to in the resolution onthe increase of the share capital of the Company and will be determinedin the share subscription agreement.