PGE Polska Grupa Energetyczna S.A.

M&A Activity • Mar 15, 2017

Changes in negotiations for purchase of EDF assets

The Management Board of PGE Polska Grupa Energetyczna S.A. ("PGE", the"Company"), with reference to current report no. 5/2017 dated January27, 2017 on joint commencement of negotiations with EDF InternationalSAS and EDF Investment II B.V. (jointly "EDF") on purchase of EDF assetsin Poland (the "Transaction"), discloses that on March 15, 2017 theCompany and ENEA S.A., Energa S.A. and PGNiG Termika S.A. (the "BusinessPartners") made following changes to the structure of the Transaction:

- withdrawal of PGNiG Termika S.A. from the Transaction;

- takeover by PGE of previously declared share of PGNiG Termika S.A. inthe Transaction, resulting in increase of PGE's share in the Transactionto 60%;

- shares of ENEA S.A. and Energa S.A. in the Transaction remainunchanged at 20% for each company.

The above changes in the Transaction's structure require confirmation ofno objection from EDF. At the same time, the Management Board of PGEdiscloses that the Company, together with the Business Partners, hasinformed EDF about the above mentioned changes.

In addition, the Management Board of PGE discloses that in case ofrealisation of the Transaction with 60% share of PGE, PGE assumes thefull consolidation of the companies acquired from EDF.