PGE Polska Grupa Energetyczna S.A.

M&A Activity • Mar 26, 2021

Signing of the agreement for the sale of PGE EJ 1 shares to the StateTreasury

With reference to the current report no. 28/2020 of October 1, 2020, theManagement Board of PGE Polska Grupa Energetyczna S.A. (the "Issuer","PGE") discloses that on March 26, 2021 the Issuer signed with theTreasury the agreement for the sale of PGE EJ 1 sp. z o.o. shares (the"Agreement").

The Agreement was signed by all shareholders of PGE EJ 1 sp. z o.o.("PGE EJ1") - apart from the Issuer those are Enea S.A., KGHM PolskaMiedź S.A.

and TAURON Polska Energia S.A. (later jointly referred to as the"Partners"). PGE EJ1 is responsible for preparation and realisation ofinvestment involving construction and exploitation of Poland's firstnuclear power plant.

In accordance with the provisions of the Agreement, PGE sells to theState Treasury 3 727 661 shares of PGE EJ1, constituting 70% of theshare capital of PGE EJ1 and representing 70% of votes at the Assemblyof Partners. The sale price for all shares amounts to PLN 531 362 000,out of which PGE will receive PLN 371 953 400. Payment for the shares ofPGE EJ1 will take place not later than on March 31, 2021.

The sale price will be subject to adjustment on the ground of valuationof PGE EJ1 updated as at the date of the transaction closing. In PGE'sopinion potential price adjustment will not have a significant impact onthe final sale price.

In addition, the Partners and PGE EJ1 signed an annex to the agreementdated April 15, 2015 regarding WorleyParsons, according to which thePartners are proportionally responsible for liabilities or areproportionally entitled to claims that may potentially arise as a resultof resolution of a dispute with WorleyParsons, up to the level of claimstogether with accrued interest as at March 26, 2021. PGE informed aboutthe dispute in periodic reports.

Sale of shares in PGE EJ1 constitutes the implementation of one of theactivities provided in the PGE Group's Strategy until 2030 announced onOctober 19, 2020. After the transaction closing, the Issuer will nothave any shares in PGE EJ1.