PGE Polska Grupa Energetyczna S.A.

M&A Activity • Jul 23, 2021

Agreement regarding co-operation in spin-off of coal assets to NationalEnergy Security Agency

The Management Board of PGE Polska Grupa Energetyczna S.A. ("PGE")discloses that on July 23, 2021 PGE, ENEA S.A., TAURON Polska EnergiaS.A., Energa S. A. (jointly the "Power companies") and the StateTreasury (jointly referred to as the "Parties") have concluded anagreement regarding co-operation in spin-off of coal assets and theirintegration within National Energy Security Agency (the "Agreement").

In the document titled "Transformation of the power sector in Poland.Separation of coal assets from the companies with State Treasuryshareholding" (the "Transformation"), developed by the Ministry of StateAssets, a concept was presented regarding spin-off from particular Powercompanies' capital groups of assets related to generation of electricityin conventional coal-fired units (the "Coal assets"). The Transformationassumptions include, inter alia, integration of Coal assets within oneentity, i.e. PGE Górnictwo i Energetyka Konwencjonalna S.A. - PGE'ssubsidiary, which will ultimately operate as the National EnergySecurity Agency ("NABE").

Considering the above, the Parties to the Agreement notice the need forco-ordination of co-operation in the planned process of the Coal assetsspin-off and their integration within NABE. Under the Agreement, theParties declare mutual exchange of necessary information, includingorganisational structures, processes and assumptions for the directionof the Transformation, handing over of which does not violate the law.The Agreement will allow for structured and efficient implementation ofthe process aimed at the set-up of NABE.