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PGE Polska Grupa Energetyczna S.A.

Management Reports Nov 22, 2022

5758_rns_2022-11-22_08853e3f-99cd-460b-a1d1-793416966bb3.pdf

Management Reports

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the 3-month and 9-month period ended September 30, 2022 MANAGEMENT BOARD'S REPORT

on activities of PGE Capital Group for the 3-month and 9-month period

Management Board's report on activities of the PGE Capital Group for

ended September 30, 2022

1 of 116

1.
1.1. Characteristics of activities
2. Electricity market and regulatory and business environment 6
2.1. Macroeconomic environment
2.2. Market environment
2.3. CO2 emission rights granted free of charge
2.4. Regulatory environment
3.
3.1. Main business segments
3.2.
3.3. Operational segments
3.4. Significant events of the reporting period and subsequent events
4. Other elements of the report
4.1. Significant changes in orqanisation of the Capital Group
4.2. C Publication of financial forecasts
4.3. Information about shares and other securities
4.4. Significant off-balance sheet items
5. Statement of the Management Board on the reliable preparation of the
financial statements
6.
Glossary

Key financial data Unit Q3 2022 Q3 2021 % change Q1-Q3 2022 Q1-Q3 2021 %
change
Sales revenues PLN
million
19 355 10 942 77% 51 980 32 892 58%
EBIT PLN
million
805 972 -17% 5 059 4 130 22%
EBITDA PLN
million
1 926 2 110 -9% 8 318 7 364 13%
EBITDA margin % 10% 19% 16% 22%
Recurring EBITDA PLN
million
2 328 1 941 20% 6 540 6 160 6%
Recurring EBITDA margin % 12% 18% 13% 19%
Net profit PLN
million
621 545 14% 3 926 3 264 20%
Capital expenditures PLN
million
1 990 822 142% 3 834 3 069 25%
Net cash from operating
activities
PLN
million
3 536 4 515 -22% 8 529 7 805 9%
Net cash from investing
activities
PLN
million
-1 922 -978 97% -4 642 -3 054 52%
Net cash from financial
activities
PLN
million
-751 -689 9% 1 177 -677 -
Key financial data As at
September 30, 2022
As at
December 31, 2021
%
change
Working capital PLN million 4 435 917 384%
Net debt PLN
million
-1 8371 4 228 -
Net debt /LTM EBITDA2
reported
x -0.18 0.44
Net debt /LTM EBITDA2
recurring
x -0.22 0.52
One offs and temporary
items affecting EBITDA
Q3 2022 Q3 2021 % change Q1-Q3 2022 Q1-Q3 2021 %
change
Change of reclamation provision PLN
million
-4223 -5084 -17% 1 738 424 310%
Release of provision for
prosumers
PLN
million
19 0 - 56 0 -
LTC compensations PLN
million
1 1 0% 3 5 -40%
Change of actuarial provision PLN
million
0 35 - -19 52 -
Release of provision for
Voluntary Leave
Programme
PLN
million
0 0 - 0 11 -
Temporary items - rollover of
transactions hedging the price
of emission allowances 5
PLN
million
0 641 - 0 712 -
Total PLN
million
-402 169 - 1 778 1 204 48%

1 Estimated level of net economic financial debt (taking into account forward payment for CO2 emission rights) amounts to PLN 11 140m.

2 LTM EBITDA - Last Twelve Months EBITDA.

3 Including change of discount rate PLN -249 m and change of technical assumptions PLN -173 m.

4 Including change of technical assumptions PLN -1 069 m and change of discount rate PLN +561 m.

5 Temporary effect of rollover of EUA contracts DEC 21 for JAN 22 without effect on FY results. Effect improving the result for period Q1-Q3 2021 was cancelled out in Q4 2021.

1. PGE Capital Group

Characteristics of activities

Capital Group of PGE Polska Grupa Energetyczna S.A. ("PGE Capital Group", the "Capital Group", "PGE Group", the "Group") is the largest vertically integrated producer of electricity and heat in Poland. With a mix of own fuel sources, generation assets and distribution network, PGE Group provides a safe and reliable supply of electricity to more than five million households, businesses and institutions. Moreover, PGE Group is the largest heat producer in the country.

The parent company of PGE Capital Group is PGE Polska Grupa Energetyczna S.A. (also "PGE S.A.", "PGE", the "Company"). PGE Group organizes its activities in seven operating segments:

Core business of the segment includes extraction of lignite, production of electricity and heat from conventional sources.

DISTRICT HEATING

The core business of the segment includes production of electricity and heat in cogeneration sources as well as transmission and distribution of heat.

The core business of the segment includes electricity generation from renewable sources and in pumpedstorage power plants and provision of ancillary services.

The core business of the segment includes wholesale trading of electricity on domestic and international market, sale of electricity to final off-takers, trading of CO2 allowances and energy certificates and fuels and provision of services of the Corporate Centre to companies from the PGE Group.

The core business of the segment includes supply of electricity to final off-takers through the grid and HV, MV and LV infrastructure.

CIRCULAR ECONOMY

The activities of the segment include the provision of comprehensive services in the field of management of combustion by-products ("UPS"), provision of services in auxiliary areas for electricity and heat producers and the supply of materials based on UPS.

Other operations include provision of services, through the subsidiaries, to PGE Group, which include organisation of capital raising in form of Eurobonds (PGE Sweden), provision of IT, payroll and HR services, transportation and investing in start-ups.

Additionally, within the segment there are companies responsible for construction of CCGT units in Gryfino (PGE Gryfino 2050 sp. z o.o.), planned new low-emission unit in Rybnik (Rybnik 2050 sp. z o.o.) and other project companies of the Group.

The composition of the Capital Group is presented in note 1.3 to the consolidated financial statements.

2. Electricity market and regulatory and business environment

Macroeconomic environment

PGE Group's main operating area is Poland, and the domestic macroeconomic backdrop has a substantial impact on Group's results. At the same time, the condition of Poland's economy remains largely tied to the situation across the European Union and in global markets. The Group's financial results are affected by both the situation in specific segments of the economy and the financial markets, which affect the terms of PGE Group's debt financing.

As a rule of thumb, there is a historical correlation between change in electricity demand and change in the rate of economic growth in Poland. Considering PGE Group's position on the Polish power generation market, as well as its substantial share in the electricity sales and distribution market, changes in power and heat demand may have a significant impact on the Group's results.

Gross electricity consumption in the third quarter of 2022 decreased by approx. 1.6% y/y. This is the reversal of the up-trend in demand for electricity in Poland initiated in the first quarter of 2021. At the same time, the up-tick in demand from the beginning of 2022 was lower than the increase in demand in the analogical period of 2021 (when it was 6.38% y/y) and amounted to 0.28% y/y, primarily due to higher - by more than 9% air temperatures in the period January-September 2022.

The Polish economy entered year 2022 accelerated and positive trends were maintained for most of the first quarter of 2022. Russia's aggression against Ukraine on February 24, 2022 caused the Polish economy to suffer negative consequences resulting from, inter alia, disrupted supply chains. A very good economic start to 2022 had a positive impact on the GDP result in the first quarter 2022. According to the Statistical Office of Poland, Poland's GDP growth in the first quarter of 2022 amounted to 9% y/y, which is an improvement from Q1 2021, when GDP contracted by 1% y/y. Poland's economy slowed slightly in the second quarter of 2022, with GDP standing at 4.7%. This deterioration is primarily associated with lower growth in consumer spending, a slowdown in construction and stagnation in retail trading. Seasonally-adjusted GDP (at constant prices and reference year 2015) grew by 0.9% in real terms in the third quarter of 2022, compared to the previous quarter, and was 4.4% higher than in the previous year, which means that this is an economic slowdown. Despite this, Poland managed to avoid a technical recession, which occurs when GDP falls two quarters in a row.

Chart: Seasonally adjusted GDP change vs. change in domestic gross electricity consumption.

Source: Central Statistical Office of Poland, Polskie Sieci Elektroenergetyczne S.A. (PSE S.A.)

The Purchasing Managers' Index (PMI) reflects the negative impact of Russia's aggression against Ukraine. Increasing geopolitical tensions and rising inflation rates have led to a decline in new orders and industrial production, which has translated into a drop in business optimism visible in period from January to August 2022. The PMI for Polish industry recorded a slight increase in September 2022 but still remained below the

level of 50.0 points. A score below 50.0 points means that the surveyed managers do not expect the sector to improve. The surveyed companies reported unfavourable market conditions related to uncertainty and budget pressures caused by high inflation. Exports also declined for similar reasons, with demand for Polish products falling mainly in Germany. The outbreak of war had a destabilising effect on the situation in Polish industry. Production and new orders declined, trade with countries from across the eastern border was severely curtailed. The situation of Polish industry was also adversely influenced by rising fuel and energy prices, unfavourable exchange rate movements and cost inflation. This translated into a nearly 13% decline in the average PMI for January-September 2022 compared to the same period in 2021, to an average of 48.1 points. Polish industry is also affected by the condition of industry in the Eurozone, where the PMI for January-September 2022 decreased by almost 12% y/y and averaged 53.7 points. Also in the Eurozone, the rising economic activity of early 2022 was partially stopped by Russia's aggression against Ukraine, as reflected by the continued down trend of PMI: from 58.7 in January 2022 to 48.4 points in September 2022. Pessimistic business sentiment is mainly due to disrupted supply chains and market restrictions, as well as high fuel and electricity prices.

Chart: Manufacturing PMI in Poland and Eurozone (in points).

Source: Markit Economics

The value of industrial production sold was 9.8% higher in September 2022 than in both August 2022 and September 2021, when it had grown by 8.7% in comparison to the preceding period. In the period January – September 2022, industrial production sold was 12.3% higher than in the same period of 2021. The overall good result for the period January-September 2022 was primarily driven by a reversal in the downtrend for industrial production sold in the third quarter of 2022. In comparison to the previous year's September, investment goods production increased by 29.1% in September 2022, along with a 9.1% increase in nondurable consumer goods and supply goods (by 6.9%), whereas the production of durable consumer goods declined by 4.9% and energy-related goods went down by 0.9%.

Market environment

SITUATION IN THE NATIONAL POWER SYSTEM (NPS)

Table: Domestic electricity consumption (TWh).

Q3 2022 Q3 2021 % change Q1-Q3
2022
Q1-Q3
2021
% change
Domestic electricity
consumption, including:
41.53 42.22 -2% 128.94 128.58 0%
Wind farms 3.12 2.50 25% 13.57 9.26 47%
Industrial thermal hard-coal fired
power plants
20.59 23.25 -11% 63.78 67.95 -6%
Industrial thermal lignite fired
power plants
11.89 12.03 -1% 35.55 33.24 7%
Industrial gas-fired power plants 1.66 3.08 -46% 7.28 9.51 -23%
International exchange balance 0.21 -1.02 - -1.50 2.25 -
Other (hydro power plants, other
RES)
4.06 2.38 71% 10.26 6.37 61%

Source: PSE S.A. data.

Q3 2022

In the third quarter of 2022, domestic electricity consumption declined by 0.7 TWh compared to the base period, mainly due to a slowing economy due to the on-going conflict in Ukraine and as a result of higher average daily temperatures y/y. As a result of the increase in installed capacity and more favourable wind conditions, wind-based generation grew by 0.6 TWh compared to the same period last year. Poland was a net importer of energy in the third quarter 2022, while it was a net exporter of energy in the third quarter last year (change of +1.2 TWh). There was a decrease in production in hard coal-fired power stations (-2.7 TWh) due to disruptions in coal supplies to Europe and in energy production in utility-scale lignite-fired power stations (-0.1 TWh) due to higher generation from renewable power plants. In addition, significantly rising fuel prices reduced generation based on natural gas (-1.4 TWh).

Chart: Energy balance in the NPS – Q3 2022 (TWh).

Source: own work based on data from PSE S.A.

Q1-Q3 2022

On a cumulative basis, domestic energy demand grew slightly in comparison to the base period (+0.4 TWh). Wind-based generation significantly higher, up by 4.3 TWh y/y. As a result of the price difference on crossborder interconnectors, net imports declined by 3.8 TWh compared to the same period last year. Additionally, due to lower generation from hard coal-fired power stations (-4.2 TWh), higher generation from utility-scale lignite-fired power stations (+2.3 TWh) was needed to balance the power system. There was also a higher level of other generation units (+3.9 TWh), mainly due to higher generation from photovoltaics.

Chart: Energy balance in the NPS – Q1-Q3 2022 (TWh).

Source: own work based on data from PSE S.A.

ELECTRICITY PRICES – DOMESTIC MARKET

DAY-AHEAD MARKET (RDN, SPOT MARKET)

Market/measure Unit Q3 2022 Q3 2021 % change Q1-Q3
2022
Q1-Q3
2021
% change
RDN – average price PLN/MWh 1 072 404 165% 783 324 142%
RDN – trading volume TWh 6.82 8.21 -17% 22.56 23.33 -3%

ANALYSIS – SELECTED PRICE FACTORS AFFECTING RDN QUOTATIONS

Factor Unit Q3 2022 Q3 2021 % change Q1-Q3
2022
Q1-Q3
2021
% change
CO2 emission rights EUR/t 79.36 57.18 39% 81.77 49.02 67%
Polish Steam Coal Market
Index PSCMI-1
PLN/GJ 25.30 11.44 121% 17.94 11.44 57%
Wind generation NPS TWh 3.12 2.50 25% 13.57 9.26 47%
Ratio: wind generation/
NPS consumption
% 8% 6% 11% 7%
Ratio: international
trading/ NPS consumption
% 1% - - 2%

In the three quarters of 2022, the average electricity price on the day-ahead market was PLN 783/MWh and was higher by 142% than average price (PLN 324/MWh) in the analogical period of the previous year. The increase in energy prices resulted mainly from higher demand by 0.4 TWh y/y, higher cost of CO2 emission rights, higher prices of raw materials and their significantly limited supply, what is connected with the ongoing war in Ukraine.

Chart: Average monthly prices at the day-ahead market in 2021-2022 (TGE).1

1Average monthly RDN prices calculated on the base of hourly quotations (fixing).

FORWARD MARKET

Market/measure Unit Q3 2022 Q3 2021 %
chang
e
Q1-Q3
2022
Q1-Q3
2021
%
change
BASE Y+1 – average price PLN/MWh 1 699 375 353% 1 121 336 234%
BASE Y+1 – trading volume TWh 17.88 30.95 -42% 52.14 76.09 -31%
PEAK5 Y+1 – average price PLN/MWh 2 498 418 498% 1 472 374 294%
PEAK5 Y+1 – trading
volume
TWh 1.53 3.60 -58% 4.94 8.90 -44%

Electricity prices on forward market are shaped by the similar fundamental factors, as the prices on the Day-Ahead Market described above. The primary factor for the price increase was a significantly reduced supply, linked to the lower availability of hard coal. The high increase in the price of CO2 allowances was also an important factor.

Chart: Average monthly prices on the forward market in 2021-2022 (TGE).1

1 Monthly average index level for forward contracts for the next year (Y+1), baseload and peak, weighted by the trading volume.

ELECTRICITY PRICES - INTERNATIONAL MARKET

WHOLESALE MARKET (COMPARISON OF DAY-AHEAD MARKETS)

Chart: Comparison of average electricity prices on Polish market and on European markets in the third quarter of 2022 (prices in PLN/MWh, average exchange rate EUR/PLN 4.74).

Source: TGE, EEX, Nordpool

Chart: Evolution of spot market prices.

Source: TGE, EEX, Nordpool

In the third quarter of 2022, the y/y increase in prices on neighbouring markets ranged between PLN 579 and PLN 1 472/MWh (i.e. growth by approx. 140-302%), whereas in Poland the average price level has increased by PLN 668/MWh y/y (increase by approx. 165%). The low correlation of energy prices results from differences in the technological mix (share of renewable energy sources) and the situation on the markets for related products. The price spread between Poland and its neighbouring countries is also due to differences in realised coal prices at home and abroad. The price of hard coal in ARA ports rose by 234% y/y, while the domestic pulverised coal price index, PSCMI-1, increased by 121% over the same period.

Chart: Hard coal indices ARA vs PSCMI-1 1 .

Source: ARP, Bloomberg (API21MON OECM Index), own work.

1 The comparison is illustrative only. Methodologies of counting the ARA and PSCMI1 indexes are different. Among other things, the ARA index includes insurance and delivery costs. The PSCMI 1 is an ex-mine index without insurance and delivery costs. Standards for calculating the caloric values are also different (ARA – 25.12 GJ/t vs. PSCMI1 caloric value - range 20-24 GJ/t). The aim is to compare the trend and not the absolute level. For illustration purposes ARA index is recalculated from USD/t to PLN/GJ

-1 500,0 0 -1 250,0 0 -1 000,0 0 -750,00 -500,00 -250,00 0,0 0 250 ,00 500 ,00 750 ,00 1 00 0,00 1 25 0,00 1 50 0,00 1 75 0,00

-4000 -3000 -2000 -1000 0 1000 2000 3000 4000 5000

INTERNATIONAL TRADING

Chart: Monthly imports, exports and cross-border exchange balance in 2021-2022.

Source: own work based on data from PSE S.A.

Chart: Quarterly trading volumes – import, export and international trading balance in years 2009-2022.

Source: own work based on data from PSE S.A.

In the third quarter of 2022, Poland once again became a net importer of electricity, with a trade balance of 0.4 TWh (imports 2.5 TWh, exports 2.1 TWh), 1.4 TWh higher y/y. The largest impact on the trade balance came from imports from Sweden (1.0 TWh), Germany (0.5 TWh, with exports of 0.6 TWh), Ukraine (0.4 TWh), Lithuania (0.4 TWh) and exports to Slovakia (1.1 TWh).

In the first three quarters of 2022, the trade balance was -0.9 TWh (imports 6.7 TWh, exports 7.6 TWh), down by 3.2 TWh y/y. The largest impact on the trade balance came from imports from Sweden (3.0 TWh), Germany (0.9 TWh, with exports of 2.4 TWh), Lithuania (1.5 TWh) and exports to Slovakia (4.0 TWh).

Chart: Parallel exchange balance 2: average vs. maximum hourly flow in particular months.

Source: own work based on data from PSE S.A.

Global increase in fuel prices (which translate into an increase in the costs of electricity production from natural gas and hard coal) translated into an increase in energy prices in neighbouring countries, which in turn limited electricity imports to Poland.

RETAIL MARKET

The diversity of electricity prices for retail customers in the European Union depends both on the level of the wholesale prices of electricity and fiscal system, regulatory mechanism and support schemes in particular countries. In Poland in the first half of 2022 3 an additional burden (over sale price and cost of electricity distribution) for individual customers accounted for 38% of the electricity price and in comparison to EU average of 39%. For comparison, in Denmark the proportion of additional charges in the price of electricity exceeded 48%.

Chart: Comparison of average prices for individual customers in selected EU countries in the first half of 2022 (prices in PLN/MWh, average exchange rate EUR/PLN 4.63).

Source: own work based on Eurostat data.

2 Parallel exchange – exchange between synchronised system on borders with Germany, Czechia and Slovakia.

3 Eurostat data on retail market are published in semi-annual intervals.

Chart: The share of additional charges in electricity prices for the individual customers in selected EU countries in the first half of 2022 (prices in PLN/MWh, average exchange rate EUR/PLN 4.63).

Source: own work based on Eurostat data.

PRICES OF CERTIFICATES

In the three quarters of 2022 the average price of green certificates (index TGEozea) reached PLN 206/MWh and was higher by 26% compared to the analogical period of the previous year. An obligation to redeem green certificates has changed as compared to 2021 (19.5%) and currently stands at 18.5% for 2022.

At the same time, a regulation was published in July 2022 on the level of the green certificate redemption obligation for 2023. In 2023 the obligation level is set at 12%. Lowering the level of the required obligation led to the price declines recorded in the third quarter of 2022

Chart: Average quarterly prices of green certificates (TGEozea).

Source: Own work based on TGE quotations.

PRICES OF CO2 EMISSION RIGHTS

EUA (European Union Allowances) prices are one of the key factors determining wholesale energy prices and PGE Group's financial results. Installations emitting CO2 in the process of electricity or heat production bear the expenses for purchasing EUA allowances to cover the deficit (i.e. the difference between CO2 emissions at PGE Group's generating units and the free-of-charge allowances received under derogation in accordance with the National Investment Plan). Wherein, last allocations granted free of charge were planned for realisation of investment tasks for 2019. It means that the free allocations for electricity generation, in accordance with the currently used method, ended when 2019 allowances were received.

In the three quarters of 2022, the weighted average price of EUA DEC 22 was EUR 81.77/t and was considerably higher (by 67%) than the average price of EUR 49.02/t for the EUR DEC 21 instrument in the similar period of the previous year.

Chart: Prices of CO2 emission rights.

Source: own work based on ICE exchange quotations

CO2 emission rights granted free of charge

In accordance with Commission Implementing Regulation (EU) 2019/1842 of October 31, 2019 laying down rules for the application of Directive 2003/87/EC of the European Parliament and of the Council as regards further arrangements for adjustment of the allocation of free CO2 emission allowances due to changes in activity levels, the competent authority may suspend the issuance of free emission allowances to an installation until it is determined that there is no need to adjust the allocation to that installation or the Commission has adopted a decision concerning adjustments to the allocation to that installation.

In national legislation, the Act on the Greenhouse Gas Emission Trading Scheme introduced an additional condition for the issuance of emission allowances to installations. According to the general rules, allowances are issued by February 28 each year, however, in the case of installations, the issue of emission allowances takes place after the submission of an activity level report and the publication of information in the Public Information Bulletin on the website of the office serving the Minister of Climate and Environment. According to the Commission Regulation, activity level reports are submitted by March 31 each year, hence on April 8, 2022 emission allowances were issued to the accounts of the operators of installations in the Union Registry in accordance with the publication in the Public Information Bulletin of the Ministry of Climate and Environment on April 7, 2022. Entities whose reports were still being verified by the EC received allowances on April 28, 2022.

Table: Emission of CO2 compared to the allocation of CO2 emission allowances for 2022 (in tonnes).

Product CO2 emissions in Q3 2022 Allocation of CO2 emission
rights for 20221
Electricity 16 703 046 0
Heat 424 719 618 654
Total 17 127 765 618 654

1Allowances for heat production.

Regulatory environment

PGE Group operates in an environment with a significant impact of domestic and foreign regulations. Presented below is a summary of the most significant decisions, which took place in period from January 1, 2022 until the publication date of this report and which could have an impact on PGE Group's operations in the coming years.

Legal regulations regarding the current rules for determining the prices of electricity and heat and the compensations due in this respect are described in chapter 3.4 of this report in the section Electricity and heat prices.

DOMESTIC REGULATORY ENVIRONMENT

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group
The bill on the amendment
to the Energy Law and the
Renewable
Energy
Sources Act.
GLC list:
UC74
The draft act includes, in particular, proposals for
provisions implementing into the Polish legal
system Directive (EU) 2019/944 of the European
Parliament and of the Council of June 5, 2019 on
common rules for the internal market in electricity
and
amending Directive 2012/27/EU.
The draft expands on the directions of changes in
regulations initiated in the act of May 20, 2021 on
amendment of the act –
Energy Law, and certain
other acts. These include:

the technical ability to change electricity
supplier within 24 hours, starting from 2026,

implementation of civic institutions of energy
communities,

the customer's right to voluntarily and
temporarily reduce electricity consumption
("DSR"), aggregation, contracts with dynamic
electricity prices,

definition of the aggregator's function on the
electricity market, along with its tasks and
authorisations,

definition of demand response and active
customer on the energy market,

allow DSOs and TSOs to own certain energy
storage installations,

expand the Energy Regulatory Office's
authority,

regulations concerning system services,
flexibility services and changes in balancing,
The
deadline
for
submitting comments
was June 23, 2021.
On
July 6, 2022,
the
Council
of
Ministers
Committee
on
Digitalisation
approved
the
draft. The draft is at
the stage of work in the
European
Affairs
Committee
at
the
Council of Ministers.
Referral
for
work
in
the
Permanent
Committee
of
the
Council
of
Ministers.
The proposed solutions will
have an impact on all of PGE
Group's operating segments,
especially the Supply and
Distribution segments. The
draft introduces or applies
numerous
EU
laws
addressing the electricity
market, including directive
2019/944 on common rules
for the internal market for
electricity, and grid codes.

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group

implementation
of provisions introducing the
separation of transmission and distribution
activities from energy storage -
(an energy
system operator, with the exceptions provided
for in the draft, cannot be the owner of and
cannot build, operate or manage an energy
storage system).
The bill on the amendment
to the Energy Law and the
Renewable
Energy
Sources Act
GLC list: UD162
The bill includes proposals for legislation to abolish
the exchange obligation and to tighten liability for
electricity market manipulations. The ERO President
will have at their disposal appropriate tools to
prevent abuses and attempted abuses in the
electricity market. According to the explanatory
memorandum to the bill, the abolition of the
obligation is included in the Polish Electricity Market
Reform Implementation Plan.
At
a
session
on
November 4, 2022
the Polish parliament
adopted the act.
On
November 15,
2022
the bill was signed by
the President of Poland.
The bill will enter into
force
on
November
29,
2022.
The change to abolish the
exchange obligation will have
no adverse impact on the
PGE Group's operations.
Draft act on amendment
of
act
on
renewable
energy
sources
and
certain other acts.
Sejm print no.: 1 382
The act introduces
a change in the settlement
method for renewable energy prosumers by
replacing the current discount system, which
provides for the possibility of storing energy in the
grid and consuming it at any other time, with a net
billing system, which means that energy is
ultimately valued according to the value from the
hour of generation and hour of consumption.
Furthermore, the act requires prosumers entering
the system from April 1, 2022 to pay a distribution
fee (previously paid on behalf of prosumers by
energy vendors).
In order to enable vendors to settle with prosumers,
the act requires DSOs to provide vendors with
detailed metering information. Vendors will be
required to provide detailed billing information to
prosumers via a dedicated ICT system.
The act also introduces the institution of collective
prosumer (entered into force
on
April 1, 2022) and
virtual prosumer (effective from July 2, 2024).
On
December
14,
2021
the
President
signed the act. The act
entered
into force on
April 1, 2022, with the
exception of provisions
pertaining
to
the
acquisition of the right
to participate in the
existing
prosumer
support system, which
went into effect on
December 22, 2021
and
provisions
concerning the virtual
prosumer, which will
enter into force on July
2, 2024.
- The
draft
is
of
key
importance for the Supply
segment, which currently
has obligations to settle with
prosumers
and
pay
a
distribution fee on their
behalf to DSOs, and for the
Distribution segment, which
will be required to collect and
compile metering data on
prosumers.
Draft act on amendment
of the act on renewable
energy sources and
certain other acts
Government
Legislation
Centre list: UC99
The act introduces amendments to several acts,
including: Energy Law, Environmental Protection
Law, in connection with heating going green, and
other changes related to the necessity to implement
directive RED II (regarding the promotion of the use
of energy from renewable sources).
The
draft
act
was
published
for
consultation
on
February 25, 2022. It
is currently the subject
of internal work at the
Referral to work in the
Committee
for
European Affairs.
The draft is of significance for
the Renewables segment,
especially
due
to
the
possibility of using new
support systems
and for the
District Heating segment in

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group
Moreover, the act introduces new support systems
for biomethane, to modernise RES installations and
for existing RES installations
to cover operating
expenses.
The act also
changes
the definition of
hybrid RES installations.
Ministry of Climate and
Environment.
terms of increasing the use
of heat generated from RES.
Amendment of the act on
investment in wind farms.
GLC ref. no. UD207
Modification of rule 10H -
mitigation by allowing
municipalities to define in local spatial development
plans (after consultation with local communities) a
distance less than the statutory distance for wind
farms from residential buildings, but not less than
500 m.
On
December
15,
2021,
the
Joint
Commission
of
the
State
Government
and
Local
Government
issued
a
positive
opinion
on
the
draft. In
April 2022,
the
draft
was
transferred
from
the
Ministry
of
Development
and
Technology
to
the
Ministry
of
Climate
and
Environment.
On
July
5, 2022,
the
draft
was
adopted
by
the
Council
of
Ministers
and
referred
to
the
Sejm.
Parliamentary
works.
The draft is of significance to
the development of the
Renewable Energy segment.
Act amending the act on
maritime safety and the
act on maritime areas of
the Republic of Poland and
maritime administration.
GLC ref. no. UD232
Sejm print no.: 2071
The act contains provisions aimed at ensuring safety
during the construction and operation of offshore
wind farms in the Polish exclusive economic zone of
the Baltic Sea and equipment for the off-take of
power from these installations. To achieve this goal,
the legislation provides for the implementation of
appropriate oversight mechanisms over the design,
construction and operation of offshore wind farms,
including a certification system and oversight
activities related to the investment implementation
process.
On
July
7,
2022,
the
draft
was
passed
by
the
Sejm.
On
July
20,
2022
the
act
was
signed
by
the
President
of
the
Republic
of
Poland. The act entered
into force on
August
12, 2022.
- The act
is of significance to
investments
in
the
development
of
offshore
wind farms. The introduction
of
excessive
certification
mechanisms may delay the
investment and increase the
cost of the investment to
develop offshore wind farms.
Draft
Act
amending
the
Act
on
the
greenhouse
gas
emission
allowance
trading
scheme
and
the
Act
-
Environmental
Protection
Law
The
aim
of
the
act
is
to
establish
national
legislation
governing
the
establishment
and
operation
of
the
Energy
Transition
Fund.
The
Energy
Transition
Fund
is
to
be
used
to
finance
investments
in
the
energy
and
industrials
sectors
excluding
solid
fossil
fuels,
i.e.
coal.
On
6
April
2022,
a
revised
version
of
the
act
was
published
by
the
Government
Legislation
Centre.
PGE
submitted
comments
on
its
own
and
as
part
of
the
Polish
Association
of
Combined
Heat
and
Examination
of
the
draft
by
the
Council
of
Ministers
and
referral
to
the
legal
affairs
committee
of
the
Government
Legislation
Centre
for
consideration.
The
draft
will
be
relevant
for
the
entire
PGE
Group,
excluding
coal
assets.
Funds
from
the
Energy
Transition
Fund
will
be
available
to
finance
investments
in
the
areas:
RES,
grids,
storage,
etc.

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group
Power
Plants
and
the
Economic
Association
of
Polish
Power
Plants.
Analysis
of
the
submitted
comments
is
in
progress.
Draft
Act
amending
the
Act
on
reserves
of
crude
oil,
petroleum
products
and
natural
gas
and
the
rules
of
conduct
in
situations
of
a
threat
to
the
state's
fuel
security
and
disturbances
on
the
oil
market
and
some
other
acts.
Government
Legislation
Centre
list:
UC52
The
draft
intending
to
align
the
legal
order
regulating
various
aspects
of
ensuring
fuel
security
in
the
field
of
natural
gas
with
the
provisions
of
Regulation
(EU)
2017/1938
of
the
European
Parliament
and
of
the
Council
of
25
October
2017
concerning
measures
to
safeguard
security
of
natural
gas
supply
and
repealing
EU
Regulation
No
994/2010.
The
draft
introduces
a
number
of
recommended
solutions
that,
among
other
things:

change
the
rules
for
creating
and
maintaining
(strategic)
natural
gas
reserves,
which
will
be
the
responsibility
of
the
Government's
Strategic
Reserve
Agency,

set
the
volume
of
natural
gas
reserves
per
gas
year
at
35%
of
the
total
demand
for
type
E
gas
during
a
period
of
30
days
of
exceptionally
high
gas
demand
which
may
not
occur
more
than
once
in
20
years,

introduce
a
new
way
of
financing
natural
gas
reserves,
which
will
consist
of
a
monthly
contribution
to
a
special
fund
by
a
gas
fee
paid
by
obliged
undertakings,

define
a
protected
customer,
who,
in
principle,
will
not
be
subject
to
restrictions
on
the
consumption
of
natural
gas
during
supply
degrees,

regulate
the
rules
for
dealing
with
natural
gas
The
deadline
for
submitting
comments
was
May
13,
2022.
On
May
30,
2022,
comments
were
published,
but
without
a
comment
from
the
draft
author.
Analysis
by
the
Minister
of
Climate
and
Environment
of
the
comments
submitted
as
part
of
the
public
consultation.
The
project
is
of
significance
to
trading
in
gaseous
fuels
and
the
generation
of
electricity
and
heat
in
natural
gas-fuelled
generating
units,
taking
into
account
the
obligation
of
customers
of
the
transmission
service
to
pay
a
gas
fee
and
the
need
to
reduce
the
volumes
of
gas
consumed
during
the
introduction
of
feed-in
stages.
Regulation
of
the
Minister
of
Climate
and
Environment
on
change
in
volume
share
of
sum
of
electricity
resulting
from
redeemed
certificates
of
origin
confirming
the
generation
of
electricity
supply
emergencies.
The
regulation
defines
the
level
of
obligation
to
redeem
certificates
of
origin
of
energy
from
RES
(PM
OZE)
for
the
so-called
obligated
entities
in
2023.
The
regulation
reduces
the
level
of
obligation
for
PM
OZE
from
18.5%
in
2022
to
12.5%.
At
the
same
time,
the
rationale
to
the
regulation
provides
for
the
possibility
to
further
reduce
the
obligation
level
in
subsequent
years.
The
regulation
was
adopted on July 13,
2022 and entered into
force on August 11,
2022.
The
reduced
level
of
obligation
may
lower
incremental
revenue
in
the
Renewable
Energy
segment
from
the
sale
of
PM
RES.
At
the
same
time,
it
reduces
the
burden
on
the
Supply
segment
with
the
need
to

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group
from
renewable
energy
sources
in
2023.
GLC ref. no. 816
purchase
a
certain
amount
of
PM
OZE
in
relation
to
the
volume
of
electricity
traded.
Regulation of Climate and
Environment
Minister
regarding energy market
processes.
Regulation of Climate and Environment Minister
regarding energy market processes implements the
statutory delegation contained in art. 11zh sec. 1 of
the act -
Energy Law. The regulation is to enable the
On January 11, 2022
the Minister of Climate
and
Environment
signed the regulation.
The regulation will have a
significant impact primarily
on the Distribution segment,
but also on the following
Government
Legislation
Centre list: UD603
preparation of IT systems (remote reading systems
for electricity distribution system operators and the
central energy market information system) in
connection with new challenges
on the electricity
market. The definition of a full catalogue of energy
market processes is necessary to ensure the
transparency of obligations of all energy market
participants, both electricity system users obligated
to implement energy market processes
through the
Central
Energy
Market
Information
system
("CSIRE"), and for the Energy Market Information
Operator ("OIRE") so that it is possible to assess the
fulfilment by the above-mentioned entities of the
obligations imposed on them.
The regulation will
define a catalogue of energy
market processes, the implementation of which
through CSIRE will be obligatory for system users.
The catalogue of energy market processes includes
the basic processes currently implemented on the
electricity market, taking into account the greatest
usefulness of CSIRE for system users.
The regulation went
into effect on February
16, 2022.
segments:
Conventional
Generation, Renewables
and
Supply.
Regulation of Climate and
Environment
Minister
regarding
metering
system
Government
Legislation
Centre list: UD507
The regulation implements the statutory delegation
contained in art. 11x sec. 2 of the act -
Energy Law,
which imposes on the minister responsible for
energy the obligation to regulate therein, in
consultation with the minister responsible for
computerisation, the detailed requirements and
standards to be met by the metering system. In
addition, the draft regulation satisfies the obligation
specified in art. 19 sec. 3 of Directive (EU) 2019/944
of the European Parliament and of the Council of
June 5, 2019 on common rules for the internal
market in electricity and amending Directive
2012/27 / EU, according to which Member States
joining the introduction of smart metering systems
The
regulation
was
issued on March 22,
2022
and
entered into
force on April 23,
2022.
The regulation will have a
significant impact primarily
on the Distribution segment,
but also on the following
segments:
Conventional
Generation, Renewables and
Supply.
As
regards
the
DSO's
activities, it will be necessary
to clarify requirements for
metering systems, including
electricity
meters
and
metering system.

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group
adopt and publish minimum requirements functional
and technical related to smart metering systems to
be introduced in their territories.
Act on support allowance
RCL register: 1 820
The act
is intended to provide support to approx.
6.84 million households in Poland, including the
most energy-poor households, by covering a part of
their energy expenses and the related growing food
prices.
The act, published in
the Journal of Laws of
2022 item 1, entered
into force on January
4, 2022
- The act generates costs for
Supply segment
due to new
information obligations.
Draft
Regulation
on
determination
of
specific
conditions
for
loss
of
waste
status
for
waste
generated
from
combustion
of
fuels
by
energy
Government
Legislation
Centre
list:
655
The
aim
of
the
proposed
regulation
(hereinafter:
"draft")
is
to
set
out
detailed
conditions
for
the
loss
of
waste
status
for
waste
generated
in
the
process
of
combustion
of
fuels
for
energy-generation
purposes.
The
conditions
set
out
in
the
draft
are
intended
to
standardise
the
procedure
for
losing
the
status
of
waste
already
existing
in
business
practice
on
the
basis
of
general
conditions
for
the
status
of
waste
(art.
14(1)
of
the
Waste
Act),
to
the
extent
applicable
to
waste
generated
in
the
process
of
combustion
of
fuels
for
energy-generation
purposes.
On
July
4,
2022,
the
draft
was
released
from
the
legal
committee.
The
EC
notified
the
draft
on
July
13,
2022.
Draft
referred
for
further
work
in
the
Council
of
Ministers.
The
project
is
important
from
the
point
of
view
of
waste/combustion
by
product
management
in
PGE
Group,
especially
for
the
Conventional
Generation
and
District
Heating
segment.
Regulation of the Minister
for
Climate
and
Environment on defining
methods for economic
cost-benefit analysis and
data or data sources for
this analysis.
Government
Legislation
Centre
list: 794
The regulation fulfils the obligation to eliminate an
infringement identified by the EC regarding incorrect
application and transposition of the Energy
Efficiency Directive.
In order to rectify this breach, a
delegation for the
minister responsible for energy matters to issue a
regulation on defining methods for economic cost
benefit analysis and data or data sources for the
purpose of this analysis was introduced. The aim of
the analysis is to enable a more efficient allocation
of resources by demonstrating the superiority of a
given project over others from the point of view of
social benefits.
On
July
1,
2022
the
regulation
was
adopted.
It entered into
force
on July 20,
2022.
The
regulation
is
of
significance
to the District
Heating segment.
Regulation of the Minister
of
Climate
and
Environment
amending
the regulation on detailed
rules for preparing and
calculating
tariffs
and
billing for heat supply
Government
Legislation
Centre
list: 795
The
regulation
intends
primarily
to:

definition of the k value, being an element of
the formula for calculating the reference index
so that the k value can be calculated and
published by the President of the Energy
Regulatory Office depending on changes in the
operating conditions of energy companies that
burden the production of heat in cogeneration
-
for individual types of fuel referred to in art.
23 sec. 2 point 18 letter c of the Energy Law,
The
regulation
was
published
in
the
Journal
of
Laws
on
March
15,
2022.
- The
draft
is
relevant
to
the
District
Heating
segment
as
it
will
increase
the
heat
tariff.

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group

determination of the k value so as to reflect the
lack of a full sample of ETS sources in the
average heat sale prices published by the
President of the Energy Regulatory Office.
Draft Regulation of the
Minister for Climate and
the
Environment
amending the Regulation
on detailed
rules for
shaping and calculating
tariffs and settlements for
heat supply
Government
Legislation
Centre
list: 916
In order to introduce the possibility of generating
revenue that covers the cost of running the business
of producing heat in cogeneration units, it is
necessary to amend § 13 sec. 6 of the amended
regulation in such a way as to reflect the possibility
of increasing the planned revenue, in accordance
with the reference index published pursuant to art.
47 sec. 2f of the Energy Law by the President of URE,
the value of which is determined on the basis of
"value k" -
i.e. the change in the costs charged to
the unit of heat produced in cogeneration units,
resulting from a major change in the conditions for
energy enterprises to engage in business activity to
the extent to which the costs associated with the
business activity will be charged to heat production
in the period in which the reference index is in force
and were not charged to it in the period preceding
the period of determining this indicator.
Public consultation on
the
draft
until
September 29, 2022.
Analysis of comments
submitted in the course
of
the
public
consultation.
The
draft
will
increase
revenues
of
CHP
units
commissioned
prior
to
November
3,
2010.
Depending on the final shape
of the legislation, there is a
risk of reduced revenues as a
consequence of lower fuel
and CO prices2.
Draft
Act
on
amending
the
Act
on
maritime
areas
of
the
Republic
of
Poland
and
maritime
administration
Government
Legislation
Centre
list:
UD361
The
purpose
of
the
draft
act
is
to
modify
the
regulations
on
issuance
of
permits
for
the
erection
or
use
of
artificial
islands,
structures
and
equipment
in
Polish
maritime
areas
and
on
issuance
of
permits
or
agreements
for
cables
or
pipelines
concerning
a
set
of
equipment
for
power
evacuation.
The
draft
also
introduces
regulations
concerning
the
settlement
of
ties
in
proceedings
to
resolve
applications
for
the
issuance
of
permits
to
erect
or
use
artificial
islands,
structures
and
equipment
in
Polish
maritime
areas.
The draft was adopted
by
the
Sejm
and
referred to the Senate
on October 27, 2022.
Consideration of the bill
by the Senate.
The
draft
is
of
significance
from
the
viewpoint
of
PGE
Group
due
to
its
impact
on
investments
in
the
construction
of
offshore
wind
farms.
The
draft
regulates
issues
related
to
the
determination
procedure,
which
will
be
necessary
to
grant
a
permit
for
the
erection
or
use
of
artificial
islands,
structures
and
equipment
in
Polish
maritime
areas.
Draft
Regulation
of
the
Minister
of
Infrastructure
amending
the
Regulation
on
evaluation
of
applications
in
settlement
procedures
The
aim
of
the
draft
is
to
clarify
the
rules
for
the
determination
procedure
necessary
for
the
selection
of
an
entity
that
will
obtain
the
permit
for
the
erection
or
operation
of
artificial
islands,
installations
and
equipment
in
Polish
maritime
areas
for
the
construction
of
offshore
wind
farms.
The
draft
assumes,
inter
alia,
changes
in
the
scoring
for
On July 29, 2022
the
project was signed by
the
Minister
of
Infrastructure
and
published in the Journal
of Laws. The regulation
- The
draft
is
important
for
PGE
Group
due
to
its
impact
on
investments
in
the
construction
of
offshore
wind
farms.

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group
Government
Legislation
Centre
list:
213
fulfilling
the
criteria,
as
well
as
in
the
way
of
assessing
the
criterion
concerning
the
financing
of
the
planned
project.
It
also
resolves
issues
concerning
the
submission
of
documents
by
entities
that
prepare
financial
statements
for
which
the
financial
year
does
not
coincide
with
the
calendar
year.
entered into force on
August 4, 2022.
Draft
Regulation
of
the
Minister
of
Climate
and
Environment
on
the
method
of
conducting
settlements
and
balancing
of
the
gas
transmission
system
in
periods
of
mandatory
reserves
of
natural
gas
and
during the
period of restrictions in
the off-take of natural
gas.
Government
Legislation
Centre
list: 821, 929
The
draft
is
intended
to
set
out
how
settlements
are
to
be
carried
out
for
released
compulsory
natural
gas
reserves
and
how
the
price
for
gaseous
fuels
used
for
these
settlements
is
to
be
calculated,
as
well
as
how
balancing
of
the
gas
transmission
system
is
to
be
carried
out
and
how
imbalances
are
to
be
settled
during
the
release
of
stocks.
The
draft
sets
out
formulas
for
the
calculation
of:

fees
for
collected
mandatory
reserves,

fees
for
the
release
of
mandatory
reserves
to
the
relevant
entity
ordering
transmission
services,

fees
for
balancing
activities,
taking
into
account
an
entity
ordering
transmission
services
whose
imbalance
is
negative
and
positive
respectively,

a
fee
related
to
the
financial
neutrality
of
balancing
during
the
period
of
mandatory
reserve
release.
On
May
17,
2022,
the
draft
was
published
on
the
Government
Legislation
Centre's
website
and
sent
for
public
consultation,
which
ended
on
May
20,
2022.
On October 5, 2022, a
new draft regulation
was published, starting
a legislative process.
10 October 2022 was
the
deadline
for
comments in the public
consultation.
Analysis
by
the
Minister
of
Climate
and
Environment
of
the
comments
submitted
as
part
of
the
public
consultation.
The
draft
is
of
importance
from
the
point
of
view
of
trading
in
gaseous
fuels,
given
the
establishment
of
a
system
of
settlements
between
PSE
S.A.
and
the
rules
of
the
transmission
service
for
balancing
activities
undertaken
by
PSE
S.A.
Draft
Act
amending
the
Act
on
the
Management
of
Agricultural
Property
of
the
Treasury
and
certain
other
acts
Government
Legislation
Centre
list:
UD376
The
draft
introduces
regulations
according
under
which
agricultural
properties
belonging
to
the
Agricultural
Property
Stock
of
the
Treasury,
which
include
at
least
70%
of
uncultivated
land/land
of
class
IV
will
be
able
to
be
leased
for
the
purpose
of
obtaining
electricity
from
RES.
On
April
19,
2022,
the
draft
was
published
on
the
Government
Legislation
Centre
website.
On
May
10,
2022,
the
public
consultation
closed.
Analysis
by
the
Ministry
of
the
Environment
of
the
comments
submitted
in
the
public
consultation.
The
draft
will
make
it
possible
to
acquire
new
land,
in
particular
wasteland
included
in
the
Agricultural
Property
Stock
of
the
State
Treasury,
for
RES
investments.
Draft
Act
amending
the
Act
on
Spatial
Planning
and
Development
and
certain
other
acts
Government
Legislation
Centre
list:
UD369
The
draft
introduces
the
principle
that
photovoltaic
(PV)
investments
above
1
MW
will
only
be
allowed
on
the
basis
of
a
Local
Spatial
Development
Plan.
In
the
absence
of
an
adopted
Local
Spatial
Development
Plan,
it
will
not
be
possible
to
realise
the
investment
in
question
on
the
basis
of
a
decision
on
development
conditions.
The
draft
also
provides
for
the
possibility
of
applying
a
simplified
procedure
for
the
enactment
or
amendment
to
the
Local
Spatial
Development
Plan,
including
in
the
case
of
PV
investments,
but
this
does
not
apply
to
On September 19,
2022, a new draft law
was published on the
Government Legislative
Centre's website, that
was once again subject
to
inter-ministerial
consultations.
Following
inter
ministerial
consultations,
an
Referred
for
the
Standing Committee of
the Council of Ministers.
The
draft
may
slow
down
PV
investments
due
to
necessity
to
embed
such
investment
in
the
Local
Spatial
Development
Plan.
The
average
time
required
to
enact
the
Local
Spatial
Development
Plan
is
around
3
years.

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group
investments
with
significant
impact
on
the
environment.
amended draft act was
published on October
25, 2022. The draft
was examined by the
Digitalisation
Committee
on
November 7, 2022.
Draft Ordinance of the
Minister of Climate and
Environment
amending
the Ordinance on fuel
reserves
at
energy
companies.
Government
Legislation
Centre list: 849
The draft regulation differentiates the size of the
reserve obligations for energy companies involved
in (i) the generation of electricity in Centrally
Dispatched Generating Units and (ii) the generation
of heat, including cogeneration, or electricity in units
other than Centrally Dispatched Generating Units,
and introduces new algorithms for determining the
size of this obligation for these companies.
On
July 5, 2022 the
draft was published
on
the
Government
Legislation
Centre's
website. On
July 12
2022
the
public
consultation ended. The
draft was the subject of
a meeting of the Law
Committee
on
September 19, 2022.
Improvement of the
draft by the Ministry of
Climate
and
Environment according
to the comments of the
Law Committee.
The draft is relevant to
electricity
and
heat
generation. Adopting the
new rules for determining
fuel reserves will mean that
they will need to be explicitly
replenished for the needs of
Centrally
Dispatched
Generating Units (counting
the quantity depends on the
installed capacity of the
unit), which may be difficult
or unfeasible in the face of
the present energy crisis.
Draft Regulation of the
Minister of Climate and
Environment on reference
values
for
new
and
substantially modernised
cogeneration units in 2023
Government
Legislation
Centre list: 927
The draft implements the statutory mandate
contained in art. 15 sec. 7 of the Act of December
14, 2018 on the promotion of electricity from high
efficiency cogeneration (Polish Journal of Laws of
2022, item 553), which requires the minister
responsible for energy to determine, by means of an
Ordinance, by October 31 of each year, the
reference values with a breakdown for new
cogeneration units and substantially modernised
cogeneration units, applicable in the following
calendar year.
The
regulation
was
published in the Journal
of Laws on October
31, 2022.
- The draft affects the District
Heating segment through
reference values for new and
substantially
modernised
CHP units participating in the
support scheme for high
efficiency cogeneration.
Draft Regulation of the
Minister of Climate and
Environment
on
the
maximum quantity and
value of electricity from
high-efficiency
cogeneration covered by
support and the unit
amounts
of
the
guaranteed
bonus
in
2023.
The draft Ordinance implements the statutory
authorisation contained in art. 56 sec. 1 of the Act
of December 14, 2018 on the promotion of
electricity from high-efficiency cogeneration (Polish
Journal of Laws of 2022, item 553), which requires
the minister responsible for energy to determine, by
way of an Ordinance, by October 31 of each year,
the maximum quantity and value of electricity from
high-efficiency cogeneration subject to support,
including for cogeneration units located outside the
territory of Poland. Additionally, the draft Ordinance
sets out the unit amounts of the guaranteed bonus,
Public consultation on
the
draft
until
September 13, 2022.
Analysis of comments
submitted in the course
of
the
public
consultation.
The draft affects the District
Heating segment by defining
the level of the guaranteed
unit bonus and the maximum
amount of the individual CHP
bonus for units participating
in the support system for
high-efficiency cogeneration

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group
Government
Legislation
Centre list: 928
also for small cogeneration units, and the maximum
amount of the individual cogeneration bonus.
Draft Regulation of the
Minister of Climate and
Environment
on
the
granting of public aid for
investment
in
heating
(cooling)
sources
in
district heating systems
under
the
National
Recovery and Resilience
Plan (NRP).
Government
Legislation
Centre list: 930
The intent of issuing the proposed regulation of the
Minister of Climate and Environment on granting
public aid for investments in heating (cooling)
sources in district heating systems under the NRP is
to specify the detailed purpose, conditions and
procedure for granting public aid for investments
under the title B 1.1.1. Investments in heating
(cooling) sources in district heating systems under
the NRP. In the regulated scope, public aid will be
granted to investment projects in heating (cooling)
sources in district heating systems, concerning
generation of energy in high-efficiency co
generation and generation of energy from
renewable
sources,
which
will
allow
the
development and modernisation of district heating
systems for municipal and household purposes.
Public consultation until
October 16, 2022.
Analysis of comments
submitted in the course
of
the
public
consultation.
The draft affects the co
financing of investments in
district heating systems from
NRP funds. The District
Heating
segment
may
become a beneficiary.
Draft Regulation of the
Ministry of Development
Funds and Regional Policy
on the granting of aid for
investment
in
high
efficiency
cogeneration
systems
and
for
the
promotion of energy from
renewable sources under
the regional programs for
2021-2027.
Government
Legislation
Centre list: 37
The goal of this regulation is to create the conditions
for supporting the social and economic development
of the regions by allowing state aid for investment
in high-efficiency cogeneration systems and for the
promotion of energy from renewable sources under
the regional programs for 2021-2027.
Public consultation until
October 17, 2022.
Analysis of comments
submitted in the course
of
the
public
consultation.
The draft establishes the
conditions to enable the
granting of public aid for
investment in high-efficiency
cogeneration systems and
for the promotion of energy
from
renewable
sources
under the regional programs
for 2021-2027. The district
heating segment can be a
beneficiary.
Draft Regulation of the
Minister of Development
Funds and Regional Policy
on the granting of aid for
investments in support of
energy efficiency under
the regional programs for
2021-2027
Government
Legislation
Centre list: 40
The aim of the regulation is to create the conditions
for supporting social and economic development of
regions by allowing public aid to be granted for
investments leading to the achievement of energy
efficiency as part of the regional programs for 2021-
2027.
Public consultation until
October 17, 2022.
Analysis of comments
submitted in the course
of
the
public
consultation.
The draft establishes the
conditions for enabling the
provision of public aid for
investments leading to the
achievement
of
energy
efficiency as part of the
regional programs for the
period
2021-2027.
The
district heating segment can
be a beneficiary.

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group
Regulation of the Minister
of Development Funds and
Regional Policy on the
granting
of
aid
for
industrial
research,
experimental
development works and
feasibility studies under
the regional programs for
2021-2027
Government
Legislation
Centre list: 42
The aim of the regulation is to create an aid scheme
regulating public aid for industrial research,
experimental development and feasibility studies
under the regional programs for the period 2021-
2027.
Public consultation until
October 17, 2022. A
table with comments
was
published
on
November 2, 2022.
Referred
for
further
work
in
the
committees
of
the
Council
of
Ministers.
The draft establishes the
conditions to allow public aid
for
industrial
research,
experimental
development
and feasibility studies under
the regional programs for
2021-2027.
The
district
heating segment can be a
beneficiary.
Regulation of the Minister
of
Development Funds and
Regional Policy on the
provision of investment
aid
for
research
infrastructure under the
regional
programs
for
2021-2027.
Government
Legislation
Centre list: 38
The Regulation sets out the specific purpose,
conditions and procedure for granting investment
aid for research infrastructure to businesses under
the regional programs for 2021-2027.
Public consultation until
October 17, 2022. A
table with comments
was
published
on
November 2, 2022.
Referred
for
further
work
in
the
committees
of
the
Council
of
Ministers.
conditions and modalities for
granting investment aid for
research infrastructure to
entrepreneurs
under
the
regional programs for the
period
2021-2027.
The
district heating segment can
become a beneficiary.

INTERNATIONAL REGULATORY ENVIRONMENT

Segments Regulation Regulation objectives Latest conclusions Next stage Impact on PGE Group
European Green Deal/ Fit for 55 package
Directive
2003/87/EC
establishing
a
scheme
for
greenhouse
gas
emission allowance
trading within the
EU (ETS Directive)
as
well
as
implementing and
delegated acts,
Decision
(EU)
2015/1814
concerning
the
establishment and
operation
of
a
market
stability
reserve
for
the
Union
greenhouse
gas
emission
trading
scheme
(MSR Decision).
Combating
climate
change.
Development
of
investment
incentives
through a CO2
price
signal to develop low
emission sources.
On April 5, 2022
the EP plenary adopted its
position on the revision of the MSR decision.
On 22 June 2022, the EP adopted its
position on the revision of the ETS Directive
at its plenary session, setting a 63%
reduction target in the ETS sectors.
On June 29, 2022, the EU Environment
Council adopted a general approach to the
revision of the ETS Directive
In the general approach to the revision of the
IAS decision, also adopted on June 29,
2022, the Council opted to accept the EC's
legislative proposal without making other
changes to the parameters of the reserve's
operation.
The first (July 11, 2022) and second and
third (October 10, and November 10,
2022)
round
of
inter-institutional
negotiations between the Commission, the
EP and the Council took place within the
framework of the trilogues, which were
inconclusive.
The next round of inter
institutional negotiations
(trilogue) are likely to
continue until 2023.
The
deadline to transpose the
changes
in
the
ETS
directive as stated in the
draft is December 31,
2023.
Increased
competitiveness
of
renewable sources to the detriment of
generation
assets
using
high
emission fuels
Increase in operating costs for
conventional generation of electricity
and heat.
Option to obtain direct investment
support from the Modernisation Fund
and Innovation Fund
and
partial
free
allocation
of
allowances
to
district
heating.
The
introduction
of
changes
to
the
mechanism
provided
for
in
art.
29a
of
the
ETS
Directive
may
reduce
the
fluctuations
of
the
price
of
emission
allowances.
Another revision of the ETS Directive
and MSR decision, through the more
ambitious climate goals, is likely to
cause a further increase in prices of
emission allowances.
Directive
2018/2001 on the
promotion of the
use of energy from
renewable sources
(Renewable Energy
Directive).
To
adapt
legislation
related
to
increased
share of renewables in
reference to EU's new
higher GHG reduction
target by 2030.
On
June
27,
2022,
the
Transport,
Telecommunications
and
Energy
Council
adopted
a
general
approach
on
the
RES
Directive
On
July
13,
2022,
the
EP's
lead
committee
ITRE
adopted
the
final
report
on
the
RES
Directive
and
the
final
standpoint
of
the
European
Parliament
was
adopted
at
the
plenary
session
on
September
14,
2022.
Inter
alia,
MEPs
adopted
a
higher
overall
RES
target
of
45%
and
correspondingly
higher
sector
targets.
The
ITRE
committee
also
Further works as part of
trilogues are on-going on
the technical and political
level.
The proposed
deadline for transposing
the proposal into national
law is December 31,
2024.
With
regard
to
the
changes resulting from
the
REPowerEU
communication, further
work is in progress in the
Improvement in the competitiveness
of low-emission sources of energy in
comparison
with
high-emission
sources.
Larger share of renewable sources in
the Polish energy mix by 2030.

adopted
the
possibility
to
count
electricity
from
RES
towards
targets
in
district
heating.
On October 6, 2022, the first trilogue
between the EC, the Council and the EP took
place, during which the positions of these
institutions were presented.
Additionally,
as
part
of
the
REPowerEU
Communication,
the
European
Commission
on
May
18,
2022
presented
proposals
for
additional
amendments
to
the
RES
Directive
as regards the acceleration of administrative
procedures and the issuance of decisions for
RES installations.
A draft report by Markus Pieper (EPP, DE)
rapporteur on this matter in the leading ITRE
committee of the European Parliament was
published on September
5,
2022.
On November
14,
2022, the ITRE
committee adopted the final report
Council leading to the
adoption of a general
approach and in the EP
before the vote at the
December
plenary
session.
Directive
2012/27/EU
on
energy
efficiency
(EED Directive).
To
adapt
legislation
related
to
energy
efficiency improvements
in reference to EU's new
higher
GHG
emission
reduction target by 2030.
On
June
27,
2022,
the
Transport,
Telecommunications
and
Energy
Council
adopted
a
general
approach
on
the
EED
Directive.
On
July
13,
2022,
the
EP's
lead
committee
ITRE
adopted
the
final
report
on
the
EED
Directive
and
the
final
standpoint
of
the
European
Parliament
was
adopted
at
the
plenary
session
on
September
14,
2022.
Inter
alia,
MEPs
adopted
a
higher
final
energy
reduction
target
of
40%
by
2030
and
42.5%
for
primary
energy
relative
to
2007.
Countries
would
determine
binding
national
contributions
and
the
coefficient
for
new
annual
final
energy
savings
was
set
at
2%.
As regards the definitions of high-efficiency
cogeneration and efficient district heating or
cooling, the EP made no significant changes
to the EC proposal.
On October 6, 2022, the first trilogue
between the EC, the Council and the EP took
place, during which the positions of these
institutions were presented
The on-going trilogues also included a
proposal for an additional amendment to the
Further works as part of
trialogues are on-going
on the technical and
political level.
The next trilogue will take
place on November 22,
2022.
The published
draft does not include a
deadline for transposing
the directive into national
law.
Improvement in the competitiveness
of low-emission sources
of energy in
comparison
with
high-emission
sources,
particularly
in
heating
systems.
A faster phase-out of coal-based
cogeneration from heating systems in
connection with the introduction of a
new emission criterion.
Need for more extensive development
of
renewable sources
and waste heat
in district heating systems.
A higher factor for annual final energy
savings,
resulting
in an increase in
burdens on the energy efficiency
certificate system.

EED, resulting from the EC's REPowerEU
communication of May 18, 2022.
Directive
2010/31/EU on the
energy performance
of buildings (EPBD).
Alignment of legislation
related to improving the
energy performance of
buildings in the EU with
respect to the 2050
climate neutrality target
and the new higher 2030
EU GHG reduction target.
On
June
6,
2022,
MEP
Ciarán
Cuffe
(Greens/EFA,
Ireland),
rapporteur
in
the
EP's
ITRE
committee,
presented
a
draft
report
on
the
EPBD.
On October 25, 2022, the TTE Council
adopted a general approach on the EPBD.
According to the Council's position, newly
built residential buildings will have to be
zero-carbon from 2030, and this requirement
by 2050 will also apply to those built earlier.
The maximum primary energy consumption
of new buildings will, as a rule, be determined
at member state level, with the stipulation
that states will determine the trajectory of
primary energy reduction for existing
buildings.
Further work in the EP and the Council's
general approach take into account the
proposals for additional amendments to the
EPBD
outlined
within
the
European
Commission's REPowerEU communication of
May 18, 2022.
The legislative proposal
was sent for further work
at the Council and the
European
Parliament.
The report is scheduled to
be voted on in the ITRE
committee
on
November 29, 2022.
The vote in the EP
plenary is tentatively
set
for December 12, 2022.
The date for transposition
of the Directive into
national
law
is
not
specified in the published
draft.
Greater competitiveness of renewable
energy sources as a heat source in
buildings.
Reduction in the heat demand of
buildings due to improved energy
performance.
Faster rate of displacement of fossil
fuels in the heating sectors, including
district heating.
Potential inhibition of growth of
existing district heating systems due
to proposed requirements for new and
modernised buildings.
Alternative
Fuels
Infrastructure
Regulation
(AFIR
Regulation).
The aim of the new
regulation, which repeals
Directive AFID, is to
ensure
faster
development of charging
infrastructure
and
implement targets for
charging
station
locations,
including
targets
concerning
distances
between
charging
points
throughout the trans
European TEN-T network.
On
June
2,
2022,
the
Transport,
Telecommunications
and
Energy
Council
adopted
a
general
approach
on
the
AFIR
Regulation.
On 3 October 2022, the EP's lead
Committee on Transport and Tourism (TRAN)
adopted its final report on the AFIR
regulation. MEPs on the TRAN committee
adopted more ambitious targets for the
development
of
electromobility
than
originally proposed by the EC, as well as a
greater consideration of the role and impact
on distribution system operators.
The EP plenary vote on the position on the
AFIR regulation took place on
October 19,
2022.
On October 27, 2022, the first trilogue took
place between the EC, the Council and the
EP, during which the positions of the
institutions were presented.
After the first trilogue,
work was directed to the
technical level. The next
trilogue will take place on
November 30, 2022.
The necessity to prepare the power
grid to perform obligations resulting
from the AFIR Regulation in the
distribution area.

Directive
2010/75/EU
industrial emissions
(integrated
pollution prevention
and control).
Introduction
of
new
requirements
tightening
on
up
the
way
in
which
emission
levels
are
set
in
the
integrated
permit,
the
rules
for
obtaining
derogations
from
BAT
requirements
and
giving
new
competences
to
the
EC.
Public
participation
in
appeal
proceedings
will
be
increased.
Operators
will
be
required
to
introduce
an
Environmental
Management
System,
which
will
include,
inter
alia,
a
plan
for
the
transition
by
2050
in
towards
a
sustainable,
On April 5, 2022
the EC presented draft
amendments to the Directive.
The EC
proposes:

a change of rules for determining
BAT emission thresholds, including
the need to justify the achieved
emission level,

introduction
of
requirements
relating to energy efficiency,

enhance public participation in
proceedings,

introduction
of
a
mandatory
environmental
management
system,

possibility of pursuing claims for
damage caused by the operation of
installations and changes in the
burden of proof,
change of rules for granting
The legislative proposal is
subject to further work in
the Council and the
European
Parliament.
The new directive is
scheduled to enter into
force at the end of 2024.
The ENVI committee is
expected
to
propose
amendments
to
the
report by
December 7,
2022.
The ENVI committee's
position is likely to be
voted on
April 25, 2023.
A plenary vote in the EP
is
expected in May
2023.
The entry into force of the proposed
solutions may result in additional
capital expenditures being incurred in
the Conventional Generation and
District Heating segments.
--------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The regulations concerning the financial perspective 2021-2027 and financing for sustainable economic growth

The
Regulation
2020/852 on the
establishment of a
framework
facilitate
sustainable
investment,
changing
regulation
2019/2088
Taxonomy
Facilitation of funding for
sustainable
economic
growth in EU.
to
the
(EU)
(the
On February 2, 2022
the EC unveiled a
delegated act setting out detailed technical
screening criteria for the use of nuclear
power and gas. On March 9, 2022, the
European Commission officially adopted this
delegated act.
On
June
14,
2022,
the
ECON
and
ENVI
committees
voted
a
resolution
for
the
EP
to
reject
the
delegated
act.
However,
the
resolution
was
rejected
when
the
EP
plenary
voted
on
July
6,
2022.
The
delegated
regulation
will
apply
from
January
1,
2023.
Impact on availability and cost of
funding obtained by PGE Group
companies for investments. Direct
impact on raising external capital for
investments in condensation and
high-efficiency
gas-fired
cogeneration, depending on the
locations
and
meeting
criteria
established by an additional delegated
act.
The obligation to include information
Regulation) on the share in the trade, CAPEX and

Safety (ENVI) Committee was presented on November 14, 2022.

and
Delegated
Regulation
2022/1214
specifying
technical
screening
criteria
for
nuclear
and
gas
power.
On
July
11,
2022,
the
deadline
for
the
EP
and
Council
to
object
expired.
In
the
Council,
the
delegated
act
was
also
not
blocked.
On
July
15,
2022,
Delegated
Regulation
2022/1214,
setting
out
technical
screening
criteria
for
nuclear
and
gas
power,
was
published
in
the
Official
Journal
of
the
EU.
OPEX of environmentally sustainable
activities in the statement on non
financial information or consolidated
statement
on
non-financial
information. Compliance
with
the
"no
significant
harm"
principle
will
be
an
additional
criterion
for
the
assessment
of
investment
projects
under
EU
financial
instruments.
Directive
of
the
European
Parliament and of
the
Council
on
corporate
sustainability
due
diligence
and
amending Directive
(EU)
2019/1937
(CSDD).
To establish a framework
that
encourages
companies to contribute
to the pursuit of respect
for human rights and
environmental legislation
in their operations and
through
their
value
chains.
On
February
23,
2022, the EC presented a
legislative proposal for a directive on
corporate sustainability due diligence. The EC
proposes:

the need to identify current and
potential negative environmental
and human rights impacts
resulting from the company's
activities and, in the case of the
value chain, from the activities of
the established business
relationship of a given entity,
the need to take appropriate

measures to prevent, or where
prevention is not possible or
immediate, to adequately mitigate
potential negative impacts on
human rights and the environment
arising from the company's
activities and its subsidiaries and,
in the case of the value chain,
from the activities of the
established business relationship.

The lead committee in the EP is the Law
Committee on Legal Affairs (JURI).
Working discussions will
continue in the Council
on the proposal for this
directive.
The EP position is
expected to be finalised
in the second
quarter
of
2023.
Agreement on the
general approach in the
Council is expected
between the fourth
quarter
of
2022
and
the first
quarter
of
2023.
Increasing reporting obligations for
PGE Group's value chain in terms of
environmental and human rights
impacts.
Incorporating the due diligence policy
on sustainability in the activities of
the entire PGE Group.
Regulation of the
European
Parliament and of
the
Council
amending
Regulation
(EU)
2021/241
as
regards REPowerEU
chapters in recovery
and resilience plans
and
amending
Adding specific chapters
to the NRP covering new
reforms and investments
to achieve REPowerEU
objectives.
On
May
18,
2022, the EC presented a
legislative proposal to amend the Regulation
establishing the Reconstruction and
Resilience Facility (RRF).
On
October
3,
2022, the ENVI committee
adopted its opinion on the regulation
amending the RRF regulation indicating that
the €20 billion for
REPowerEU distributions
in the NRP should be raised entirely from
the sale of allowances from the Member
Further work on the EP
position will take place in
October-November
2022.
Trilogues are planned for
November
and
December
2022.
The regulation should
enter
into
force
in
The possibility of raising funds from
the NRP for PGE Group's investments.

Regulation
(EU)
State auction pool foreseen for 2027-2030 -
January
or
February
2021/1060,
with a deadline for sales by the end of 2025.
2023.
Regulation
(EU)
On
October
4,
2022, the Council reached
2021/2115,
agreement on a general approach regarding
Directive
amendments to the RRF Regulation.
2003/87/EC
and
According to the general approach:
Decision
(EU)

The €20bn for the REPowerEU
2015/1814.
allocation in the NRP will come
from the early sale of allowances
from the Innovation Fund (EUR 15
billion) and from the Member
States' auction pool (EUR 5
billion); these allowances are to be
sold by the end of 2026,
the scope of investments that can
be financed under the REPowerEU
chapter of the NRP has been
expanded to include bottlenecks in
the case of distribution and energy
efficiency in the case of critical
energy infrastructure,

the allocation key has been
changed in relation to the RRF
Regulation,

introduced the possibility for the
EC to pay advances of 15% of the
amount requested by a Member
State to finance the REPowerEU
chapter
of the NRP.
On October 25, 2022, the Committee on
Budgets (BUDG) and ECON adopted the EP's
position regarding new RRF chapters within
REPowerEU. According to this position:

an advance of 20% of the amount
per Member State was introduced;

investments started after January
31, 2022 were
financed;

it was decided that at least 35% of
the funding received by a Member
State should be allocated to actions
with a cross-border or multinational
dimension;

the scope of investments that can
be supported has been extended to

include investments that increase energy storage capacity.

Regulations introducing changes on the electricity market in the EU

Council Regulation
on
emergency
intervention
to
address high energy
prices.
To establish emergency
interventions to mitigate
the effects of high energy
prices
through
exceptional, targeted and
time-limited measures.
On
September
9,
2022, at an
extraordinary meeting, the TTE Council
called on the EC to propose measures to
improve the energy market.
On
September
14,
2022, the EC presented
a draft Council regulation (pursuant to
Article 122 TFEU).
On
September
30,
2022, the TTE Council
reached a political agreement on this
regulation.
On
October
6,
2022, the
TTE Council
formally adopted the regulation by qualified
majority.
On
October
7,
2022, Council Regulation
2022/1854 on emergency intervention to
address high energy prices was published in
the EU Official Journal. It entered into force
the day after publication.
This regulation introduces an
obligation to
reduce electricity consumption, a cap on the
market revenues that some producers earn
from electricity generation and requires
Member States to redistribute these funds in
a targeted manner to end users.
The regulation also allows Member States to
use public intervention to set prices for the
supply of electricity to households and small
and medium-sized businesses and introduces
provisions for a temporary solidarity levy on
EU companies operating mainly in the oil,
gas, coal and refinery sectors.
From December
1,
2022, there will be a
requirement to apply key
articles of the regulation
concerning the revenue
cap for energy
companies and the
reduction of electricity
consumption.
A draft electricity market
reform is expected to be
published in
H1
2023.
The direct financial impact on PGE
Group depends on the solutions
adopted at the national level.
Potential outflow of a part of PGE
Group's revenues from RES
generation and lignite-fired power
plants (potentially also from hard
coal-fired power plants).
-- ----------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3. Activities of PGE Capital Group

Main business segments

Conventional
Generation
District Heating Renewables Distribution Supply
Key assets of the
segment
5 conventional power plants
2 lignite mines
16 CHP plants 20 wind farms
5 photovoltaic power plants
29 run-of-river hydro power plants
4 pumped-storage power plants,
including 2 with natural flow
297 716 kms
of distribution lines
-
Installed capacity
electricity/heat
12
852
MWe/844
MWt
2
608
MWe/6 919
MWt
2
416
MWe/-
- -
Electricity volumes1 Net electricity generation
14.55
TWh
Net electricity generation
0.88
TWh
Net electricity generation
0.60
TWh
Electricity distribution volume
8.93
TWh
Sales to final off-takers
TWh2
8.24
Heat volumes1 Heat production (net)
0.43
PJ
Heat production (net)
3.85
PJ
- - -
Market position PGE Group is the leader of
-
lignite mining in Poland (93%)
PGE Group is the largest electricity
producer from RES with market
share of approx. 8% (excluding co
Second
domestic electricity
distributor with regard to
Leader in wholesale and
PGE Group is also a national leader
in electricity and district heat generation
combustion of biomass and bio-gas) number of customers retail trading in Poland

1 Presented data regard Q3 2022.

2Data for PGE Obrót S.A.

PGE Group's key financial results

The best way to measure the profitability of energy companies is EBITDA (recurring). This is a result before depreciation, amortization, income tax and financial activities, including interest from drawn debt. EBITDA makes it possible to compare the results of companies regardless of the value of their assets, level of debt and existing income tax rates.

PGE Group's consolidated results are composed of the financial results of each of its operating segments. The Distribution segment, Conventional Generation segment, Renewables segment and Supply segment made the largest contribution to the Group's recurring EBITDA for the third quarter of 2022, participating respectively in 29%, 25%, 24% and 21% of the result. Other segments have an insignificant share in recurring EBITDA.

Chart: Main financial data of PGE Capital Group (PLN million)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Chart: Key factors affecting EBITDA in PGE Capital Group (in PLN million).

EBITDA
Q3 2021
Result on the
sale of
electricity at
producers1
CO2
emission
rights2
Fuel costs,
other
production
materials.
Revenues
from RUS3
and Capacity
Market
Result on
the sale of
electricity
to final
customers4
Margin on
distribution
services5
Result on
sale of gas
and other
fuels
Personnel
costs6
Costs of
materials
and repair
and
maintenance
services and
external
services
Other7 EBITDA
Q3
2022
Change 4 733 -2 779 -1 279 -55 174 7 184 -171 -107 -320
Reported EBITDA Q3 2021 2 110
One-off/ temporary items
Q3 2021
169
Recurring EBITDA Q3
2021
1 941 4 826 2 357 1 158 784 281 1 080 -8 1 226 830 549
Recurring EBITDA Q3
2022
9 559 5 136 2 437 729 455 1 087 176 1 397 937 229 2 328
One-off/ temporary items
Q3 2022
-402
Reported EBITDA Q3 2022 1 926

Reversal of impact of total one-offs increasing the reported result.

Reversal of impact of total one-offs decreasing the reported result.

1 Revenue from the sale of electricity reduced by the purchase cost of electricity.

Change in comparison to the values presented in Q3 2021 - in accordance with the amendments to IAS 16, energy output at the new unit of the Turów power plant in the period from synchronisation to the start of trial operation was taken into account.

2Adjusted for result on resale of CO2 emission rights, that was caused due to reductions by PSE S.A. and trading activities, and result on forward contracts. Presentation change in comparison to the values presented in Q3 2021 –CO2 costs included, except for electricity and heat production.

3RUS - ancillary services.

4 Including margin adjustment on certificates at PGE Group.

5 Including revenues from distribution services, transmission services (TSO), balance of transferred fees and costs of electricity purchased to cover balancing difference.

6 The item Personnel costs excluding impact of change in actuarial provision and Voluntary Leave Program (one-offs).

7 Change in Other mainly due to lower result in other operating activities - higher write-downs on trade receivables and higher provisions for doubtful future receivables in retail sale companies.

Other without including the impact of change of the reclamation provision, provision for prosumers and LTC compensations (one-offs) and result on rollover of transactions hedging the price of emission allowances (temporary item).

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF CASH FLOWS

Chart: Net change in cash (in PLN million).

1Mainly cash spent by PGE EO S.A. on the purchase from Vanadium Holdco Limited of 100% of shares in Collfield Investments, which operates three wind farms. PLN 344 million constituted payment for the shares, PLN 595 million was related to subrogation of liabilities, while cash acquired amounted to PLN 183 million. Additionally, cash from the sale of shares in Elbest sp. z o.o. (PLN 88 m) reduced by cash and cash equivalents of the sold company (PLN 5 m) and other transactions are included.

Chart: Net debt (in PLN million). Net financial debt December 31, 2021 Net cash from operating activities Proceed s from the issue of shares Purchase/sale of property, plant and equipment and intangible assets Change in restricted cash Sale of shares in Elbest1 Purchase of shares in SPVs (WF)2 Interest on debt Other Net financial debt September 30, 20223 Impact on level of net -8 529 -3 230 3 988 517 -83 756 254 262 Financial net debt 4 228 -1 837 4 228 8 529 3 230 3 988 517 83 756 254 262 -1 837 4 228 -2 099 -9 000 -7 000 -5 000 -3 000 -1 000 1 000 3 000 5 000

1Sale of shares in Elbest sp. z o.o. (PLN 88 m) reduced by cash and cash equivalents of the sold company (PLN 5 m).

debt

2 Purchase by PGE EO S.A. from Vanadium Holdco Limited of 100% of shares in Collfield Investments, which operates three wind farms. PLN 344 million constituted payment for the shares, PLN 595 million was related to subrogation of liabilities, while cash acquired amounted to PLN 183 million.

3 Estimated level of net economic financial debt (taking into account forward payment for CO2 emission rights) amounts to PLN 11 140m WF-wind farms.

KEY RESULTS IN BUSINESS SEGMENTS (IN PLN MILLION)

BALANCE OF ENERGY OF PGE CAPITAL GROUP

Table: Sales, purchase, production and consumption of electricity in the PGE Capital Group (TWh).

Sales volume Q3 2022 Q3. 2021 %
change
Q1-Q3
2022
Q1-Q3
20212
%
change
A. Sales of electricity outside the
PGE Capital Group:
24.49 27.28 -10% 74.71 79.86 -6%

Sales to end-users 1
8.26 9.17 -10% 25.72 27.92 -8%

Sales
on
the
wholesale
and
balancing market
16.23 18.11 -10% 48.99 51.94 -6%
B. Purchases of electricity from
outside of PGE Group (wholesale
and balancing market)
9.40 10.40 -10% 28.92 31.78 -9%
C. Net production of electricity in
units of PGE Capital Group
16.02 17.60 -9% 48.34 50.72 -5%
D. Own consumption DSO, lignite
mines, pumped-storage power
plants (D=C+B-A)
0.93 0.72 29% 2.55 2.64 -3%

1Sale mainly by PGE Obrót S.A. and PGE Energia Ciepła S.A.

2 In accordance with the amendments to IAS 16 data for 9M 2021 were adjusted - energy output at the unit no. 7 at the Turów power plant in the period from synchronisation to the start of trial operation was taken into account.

The total volume of purchased and generated electricity is higher than the volume of electricity sold. The difference presented in point D results from the necessity to cover grid losses in the distribution business (Distribution System Operator), consumption of energy at lignite mines and consumption of energy at pumped-storage power plants.

Lower energy sales on the wholesale market, including the balancing market, result from the market situation in the three quarters of 2022 and limitations in hard coal supplies. The lower purchase on the wholesale market is mainly the result of lower sales to end customers in the corporate client segment, who tend to diversify energy sources (mainly renewables).

Production volume Q3 2022 Q3. 2021 % change Q1-Q3 2022 Q1-Q3
20211
% change
ELECTRICITY PRODUCTION IN
TWh, including:
16.02 17.60 -9% 48.34 50.72 -5%
Lignite-fired power plants 10.01 9.73 3% 29.88 27.49 9%
including co-combustion of biomass 0.00 0.00 - 0.00 0.00 -
Coal-fired power plants 4.54 6.09 -25% 11.20 14.90 -25%
including co-combustion of biomass 0.00 0.01 -100% 0.00 0.02 -100%
Coal-fired CHP plants 0.59 0.52 13% 3.00 3.09 -3%
including co-combustion of biomass 0.00 0.00 - 0.00 0.00 -
Gas-fired CHP plants 0.28 0.63 -56% 1.89 3.09 -39%
Biomass-fired CHP plants 0.00 0.12 -100% 0.18 0.27 -33%
Communal waste-fired CHP plants 0.01 0.01 - 0.03 0.03 0%
Pumped-storage power plants 0.25 0.14 79% 0.68 0.50 36%
Hydroelectric plants 0.06 0.09 -33% 0.32 0.37 -14%
Wind power plants 0.28 0.27 4% 1.16 0.98 18%
including RES generation 0.35 0.50 -30% 1.69 1.67 1%

Table: Net production of electricity (TWh).

1 In accordance with the amendments to IAS 16 data for 9M 2021 were adjusted - energy output at the new unit of the Turów power plant in the period from synchronisation to the start of trial operation was taken into account in volume of 0.18 TWh.

The level of electricity production in the three quarters of 2022 was 5% lower compared to three quarters of 2021. Generation at lignite-fired power plants was higher by 2.4 TWh. The increase in production at the Turów power plant is the result of higher generation from new unit no. 7, which

was still being synchronized with the National Power System in the first half of 2021 and operated in trial run. Additionally, more energy was produced by unit no. 6, which in three quarters of 2021 remained longer in overhaul (extended medium overhaul of the unit no. 6 lasted from March to June 2021). Higher production at the Bełchatów Power Plant is the result of higher average load factors of units 2-14 by 15 MW, i.e. by 5%.

Higher production on wind farms (+0.2 TWh) is a result of better windiness in the three quarters of 2022.

Higher production in pumped storage power plants (+0.2 TWh) results from the nature of the operation of the generating units, which were used to a greater extent by PSE S.A. in the first half of 2022.

Lower production in hard coal-fired power plants (-3.7 TWh) results from decreased generation at Opole power plant and Rybnik power plant, what is a consequence of longer reserve downtime of the units: by 7 987 h at Opole power plant and by 6 910 h for units 3-8 at Rybnik power plant.

Lower generation from gas-fired CHP plants (-1.2 TWh) is mainly a consequence of lower generation at Lublin Wrotków CHP plant due to a unit failure in December 2021 lasting until February 2022 and lower profitability of production due to market conditions.

Lower production in hydro power plants is due to worse hydrological conditions in three quarters of 2022.

A few percent drops in production were recorded in coal-fired CHP plants. Lower production in biomass CHP plants due to repairs in Szczecin CHP in the third quarter of 2022.

HEAT PRODUCTION

Table: Net production of heat (PJ).

Heat production volume Q3 2022 Q3. 2021 %
change
Q1-Q3
2022
Q1-Q3
2021
%
change
Net production of heat in PJ,
including:
4.28 4.32 -1% 34.85 37.31 -7%
Lignite-fired power plants 0.35 0.37 -5% 1.81 1.96 -8%
Coal-fired power plants 0.08 0.08 0% 0.46 0.46 0%
Coal-fired CHP plants 3.13 2.83 11% 25.98 26.42 -2%
Gas-fired CHP plants 0.57 0.72 -21% 5.04 6.91 -27%
Biomass-fired CHP plants 0.01 0.29 -97% 1.12 1.38 -19%
CHP plants fuelled by municipal waste 0.10 0.01 900% 0.25 0.07 257%
Other CHP plants 0.04 0.02 100% 0.19 0.11 73%

External temperatures contributed more than any other factor to lower net generation of heat in 2022 (y/y). The average temperatures in the three quarters of 2022 were by 1.3°C higher y/y, which translated into decreased production of heat.

HEAT SALES

In the third quarter of 2022 the heat sales volume in PGE Capital Group totalled 4.03 PJ and was lower by 0.02 PJ y/y.

For three quarters of 2022, the volume of heat sold in the PGE Group amounted to 33.79 PJ and was lower by 2.37 PJ y/y. The above result was caused mainly by lower demand for heat due to the higher average outside temperatures than in 2021.

Operational segments

CONVENTIONAL GENERATION

SEGMENT DESCRIPTION AND ITS BUSINESS MODEL

This segment includes lignite mining and generation of electricity in conventional sources. The data presented below relate to the third quarter of 2022.

1managerial perspective

The main source of revenue in the Conventional Generation segment is revenue from the sale of electricity on the wholesale market, based on electricity prices that are shaped by supply and demand mechanisms, taking into account the variable costs of generation. At the same time, the segment's key cost items, given their size and volatility, and thus their impact on operating results, are the fees for CO2 emissions and cost of production fuels, mainly hard coal. Lignite-based production, which is of key significance for the Group, is based on own mines, therefore its cost is relatively stable and reflected mainly in fixed-cost items, i.e. personnel costs, third-party services and depreciation.

Revenue from the Capacity Market, a mechanism introduced to prevent electricity shortages in the NPS, constitutes a significant item in the segment's revenue in 2021. PGE GiEK S.A.'s power plants receive fees for performing the capacity obligation (a Capacity Market entity being on standby to supply electricity to the system and the obligation to supply specified capacity to the system when the system is under threat). Capacity Market revenue compensated for revenue from ancillary services. The cold intervention reserve and operational capacity reserve services were discontinued, while revenue from capacity reallocation remained.

In addition, this segment generates revenues from sales of heat produced at industrial plants.

From July 1, 2021 the Szczecin CHP plant and Pomorzany CHP plant and the heat grid in Gryfino have been incorporated into the structures of District Heating segment.

ASSETS

Conventional Generation segment consists of: 2 lignite mines and 5 conventional power plants.

Conventional Generation is the leader of lignite mining (its share in the extraction market of this raw material accounting for 93%4 of domestic extraction), it is also the largest generator of electricity as it generates approx. 41%5 of domestic gross electricity production. The generation is based on lignite extracted from mines owned by the company as well as hard coal and biomass.

Diagram: Main assets of the Conventional Generation segment with their installed capacity.

El. Dolna Odra 908 MWe
18
El. Turów 2 059 MWe
El. Bełchatów 5 097 MWe
El. Opole 3 408 MWe
El. Rybnik 1 380 MWe
El. - Power plant 2-2013
Lignite

4 Own calculations based on data from Central Statistical Office of Poland.

5 Own calculations based on data from PSE S.A.

KEY FACTORS FOR THE RESULTS OF THE SEGMENT

Chart: Key changes of recurring EBITDA in Conventional Generation (in PLN million) – managerial perspective.

EBITDA
Q3
2021
Electricity
production -
volume1
Electricity
production -
price1
Capacity
Market2
Costs of
fuel
Costs of
CO2
3
Costs of
ZHZW4
Personnel
expenses5
Repair and
maintenance
costs
Other6 EBITDA
Q3 2022
Change -360 4 377 -10 -1 101 -2 701 -93 -110 -40 -71
Reported EBITDA Q3 2021 754
One-off/ temporary items
Q3 2021
69
Recurring
EBITDA
Q3
2021
685 4 360 576 787 2 233 228 618 129 256
Recurring
EBITDA
Q3
2022
8 377 566 1 888 4 934 321 728 169 327 576
One-off items Q3 2022 -419
Reported EBITDA Q3 2022 157

Reversal of impact of total one-offs increasing the reported result.

Reversal of impact of total one-offs decreasing the reported result.

1Change in comparison to the values presented in Q3 2021 - in accordance with the amendments to IAS 16, energy output at the new unit of the Turów power plant in the period from synchronisation to the start of trial operation was taken into account.

2 Managerial perspective.

3Costs reduced by resale of CO2 emission rights, that was caused due to reductions by PSE S.A. and trading activities.

Presentation change in comparison to the values presented in Q3 2021 –CO2 costs included, except for electricity and heat production

4ZHZW – Agreement for Commercial Management of Generation Capacities.

5 The item Personnel costs excluding impact of change in actuarial provision (one-off).

6 Other without including the impact of change of the reclamation provision (one-off) and result on rollover of transactions hedging the price of emission allowances (temporary item).

Table: Data on one-off and temporary items in Conventional Generation segment (PLN m).

One-off and temporary items Q3 2022 Q32021 %
change
Change in the reclamation provision -419 -516 -19%
Change in the actuarial provision - 15 -
Rollover of transactions hedging the price of emission
allowances - temporary item
- 570 -
Total -419 69 -

Key factors affecting the EBITDA result of Conventional Generation segment on y/y basis included:

  • Increase in revenues from the sale of electricity, which results from: higher average selling price of electricity by PLN 306/MWh y/y, which translated into an increase in revenues by approx. PLN 4 377 million; lower sales volume by 1.3 TWh, which resulted in a decrease in revenues by approx. PLN 360 million.
  • Lowe result obtained from the Capacity Market as a result of as a result of lower rates, which was mostly compensated by higher sales and an increase in the share of PGE GiEK S.A. in the breakdown of costs and benefits (especially in the context of the exclusion from the division in 2022 of gas units of the District Heating segment, due to their cogeneration support).
  • Higher fuel consumption costs, mainly hard coal, due to the much higher fuel price. Lack of costs of biomass consumption results from the inclusion of the Szczecin CHP Plant in the District Heating segment's structures from July 1, 2021. Main changes on different types of fuel are presented in the chart below
  • Higher CO2 costs as a result of higher average cost of CO2 by PLN 174/t CO2. Main changes are shown in the chart below.
  • Higher ZHZW (Commercial Management of Generation Capacities) costs results from higher value of energy under management due to higher average electricity price.
  • Higher personnel expenses mainly in connection with the implementation of agreements concluded with the social party.
  • Higher repair and maintenance costs, mainly due to higher costs of consumables, including diesel oil, and as a result of higher rates for external services.
  • The increase in the item 'other' is mainly caused by lower level of cost capitalisation for inhouse implementation of investments due to the smaller scope of tasks performed.

Chart: Costs of production fuels consumption in Conventional Generation (in PLN million).

Cost of fuels
Q3 2021
Hard coal
volume
Hard coal
price
Biomass
volume
Biomass
price
Light and
heavy oil
volume
Light and
heavy oil
price
Cost of fuels
Q3 2022
Change -175 1 246 -2 0 9 23
Cost of fuels
Q3 2021
787 761 2 24
Cost of fuels
Q3 2022
1 832 0 56 1 888

Table: Data on use of production fuels consumption in Conventional Generation.

Q3 2022 III kw. 2021
Fuel type Volume
(tons ths)
Cost
(PLN million)
Volume
(tons ths)
Cost
(PLN million)
Hard coal 2 059 1 832 2 608 761
Biomass 0 0 4 2
Fuel oil – light and heavy 17 56 12 24
Total 1 888 787

Chart: CO2 costs in Conventional Generation segment (in PLN million).

Table: Data on CO2 costs in Conventional Generation.

Data regarding CO2 Q3 2022 Q3 2021 % change
Allocation of free allowances for CO2 emissions
(tons)
16 079 16 884 -5%
CO2 emission (tons) 16 085 068 16 813 488 -4%
1
Average CO2 costs (PLN/t CO2)
307.05 132.94 131%

1 Managerial perspective.

CAPITAL EXPENDITURES

Table: Capital expenditures incurred in Conventional Generation segment.

PLN m Q3 2022 Q3 2021 % change
Investments in generating capacities,
including:
126 315 -60%
Development 0 74 -100%
Modernisation and replacement 126 241 -48%
Other 17 7 143%
Total 143 322 -56%

KEY EVENTS IN THE CONVENTIONAL GENERATION SEGMENT

Modernisation investments aimed at reducing the negative impact of production on the natural environment:

  • On July 8, 2022, a contract for the deployment of a boiler plant with two steam generators at the Rybnik power plant was started by the contractor - Zakład Automatyki Przemysłowej INTEC sp. z o.o.
  • On August 21, 2022, the flue gas desulphurisation (FGD) system at unit 8 at the Bełchatów power plant was turned off for inspection, cleaning and condition assessment of the sprinkler system.
  • In August 2022, as part of the construction of a wastewater treatment plant at the Turów power plant, pressure testing of the installation of three lines (ultrafiltration and reverse osmosis) was carried out and the handover of individual equipment at Site A commenced.
  • On September 22, 2022, a 14-day trial run of the SNCR (flue gas purification technology selective non-catalytic reduction) system at unit 9 at the Bełchatów power plant was started.
  • On September 27, 2022, a report on warranty measurements of FGD 5 and 6 at the Bełchatów power plant was received and the achievement of the main technical parameters of desulphurisation efficiency was confirmed.

DISTRICT HEATING

SEGMENT DESCRIPTION AND ITS BUSINESS MODEL

Core business of the District Heating segment includes production of electricity and heat from cogeneration sources as well as distribution of heat.

The data presented below relate to the third quarter of 2022.

1managerial perspective

As in the case of Conventional Generation, this segment's significant revenues are revenues from electricity sales, however, they are usually directly related to generation of heat which in turn depends on demand that is highly seasonal and depends on external temperatures. This is why, in contrast to industrial power plants in Conventional Generation, as a rule, CHP plants do not have any considerable impact on the development of prices for electricity on the wholesale market.

Revenues from the sale and distribution of heat are regulated revenues. Energy companies independently set tariffs and present them to the President of the Energy Regulatory Office (the "ERO President") for approval. Heat production at PGE Group takes place in cogeneration units, which tariffs for heat are calculated using a simplified approach (compared to tariffs based on a full cost structure), based on reference prices, conditioned on average sales prices for heat generated in units with specific fuel other than cogeneration units. They are published each year by the ERO President. Tariffs for heat production for cogeneration units in a given tariff year thus reflect changes in the costs of heat-generation units (not cogeneration units) in the previous calendar year. The cost approach is applied in the case of tariffs for heat distribution, which allows to cover justified costs (mainly the costs of heat losses and property tax) and a return on invested capital, in line with guidelines from the ERO President. Distribution tariffs for heat are in place at branches in Gorzów and Zgierz, as well as by Kogeneracja S.A., PGE Toruń and Zielona Góra CHP.

Generation of heat and electricity is directly related to key variable costs of the segment, i.e. the cost of production fuel used (in particular, hard coal and gas) and the cost of fees for CO2 emissions.

Electricity production in high-efficiency cogeneration is additionally remunerated. Until 2018, CHPs generated revenue from the sale of energy origin certificates, i.e. cogeneration certificates (yellow and red). From 2019, due to a change in support model, they receive support at a level covering increased operating costs

related to production. The support mechanism in the form of certificates is in place also for biomass-fired generating assets. This type of production is additionally remunerated by awarding origin certificates, i.e. green certificates, the sale of which generates additional revenue. Within the segment such revenues is obtained at Szczecin biomass CHP and biomass unit in Kielce CHP.

Revenue from the Capacity Market, a mechanism introduced to prevent electricity shortages in the National Power System, constitutes a significant item in the segment's revenue, starting from 2021. CHP plants receive fees for performing the capacity obligation (a Capacity Market entity being on standby to supply electricity to the system and the obligation to supply specified capacity to the system when the system is under threat).

Weather conditions substantially affect the segment's results. Temperatures directly shape the level of heat demand. Simultaneously, the level of heat production determines the level of electricity production in cogeneration, which is an additional source of revenues that decisively affects the CHP plant's profitability.

ASSETS

The following companies are included in the segment: PGE EC S.A., KOGENERACJA S.A., Elektrociepłownia Zielona Góra S.A., PGE Toruń S.A., PGE Gaz Toruń sp. z o.o. and MEGAZEC sp. z o.o. In addition, from July 1, 2021, Szczecin CHP, Pomorzany CHP and the district heating network in Gryfino, recognised until June 30, 2021 as part of the Conventional Generation segment, were included in the structures of the District Heating segment.

Currently, the segment includes 16 combined heat and power plants.

District Heating is the largest heat producer in Poland. Generation is based mainly on hard coal and natural gas.

Diagram: Main assets of the District Heating segment and their installed capacity.

TARIFFS IN DISTRICT HEATING

Due to the fact that the income on heat sales for CHP plant are tariffed as part of the so-called simplified method, they are characterised by a relative delay in the transfer of costs (annual or two-year). They are based on the year-to-year dynamics of average costs (including fuels used) incurred by entities that are not co-generation entities for the year preceding the time of tariff setting.

Charts: Changes in the reference price of heat for hard coal and natural gas (PLN/GJ).

Source: ERO.

Changes in costs of fuels – hard coal (PLN/GJ) – PSCMI 26 and gas (PLN/MWh) - TGE.

Source: ARP, TGE.

Chart: Changes in price of CO2 emission rights 7 (PLN/t).

Price of CO2 emission rights

Source: ICE.

6 PSCMI-2 Polish Steam Coal Market Index 2 - The average prices for pulverised coals sold on the domestic heating market.

7 Arithmetic average of the daily and monthly records in a given period (spot price).

Reflecting previous cost increases, the reference price of heat produced from hard coal increased by 3% in 2021. It is a base to the increase in heat prices for co-generation entities establishing the tariff during 2022. In the third quarter of 2022 the average market price of coal increased by 245%, while the average price of CO2 emission rights increased by 55% in comparison to 2021.

Tariffs for the production of heat from gas in 2022 are set based on an change in the reference price, whereas in the third quarter of 2022 gas prices are already significantly higher than in previous periods. Prices of gas in TGE forward contracts stood at approx. PLN 665.1/MWh (i.e. increase by 406%).

KEY FACTORS FOR THE RESULTS OF THE SEGMENT

Chart: Key changes of EBITDA in District Heating (in PLN million) – managerial perspective.

EBITDA Heat Heat Electricity Electricity Revenues
from support
Costs EBITDA
Q3
2021
production
- volume
production
- price1
production
- volume
production
– price1
Capacity
Market
of highly
efficient
cogeneration
Cost of
fuel
of
2
CO2
Personnel
expenses3
Other 4 Q3
2022
Change -2 38 -256 518 -20 11 -162 -133 -21 -52
Reported EBITDA Q3
2021
152
One-off/ temporary
items Q3 2021
81
Recurring EBITDA Q3
2021
71 296 321 61 0 292 136 118 61
Recurring EBITDA Q3
2022
332 583 41 11 454 269 139 113 -8
One-off items Q3 2022 -2
Reported EBITDA Q3
2022
-10

Reversal of impact of total one-offs increasing the reported result.

Reversal of impact of total one-offs decreasing the reported result.

1 Value adjusted for costs of certificates redemption.

2 Adjusted for a result on resale of CO2 emission rights, assigned to a given period.

3 The item Personnel costs excluding impact of change in actuarial provision (one-off).

4 Other without including the impact of change of the reclamation provision and LTC compensations (one-offs) and result on rollover of transactions hedging the price of emission allowances (temporary item).

Table: Data on one-off and temporary items in District Heating segment (PLN m).

One-off and temporary items Q3 2022 Q3 2021 % change
Change in the reclamation provision -3 8 -
Change in the actuarial provision - 1 -
LTC compensations 1 1 0%
Rollover of transactions hedging the price of
emission allowances - temporary item
- 71 -
Total -2 81 -

Key factors affecting the EBITDA result of District Heating segment on y/y basis included:

  • Lower volume of net heat production in the third quarter of 2022 y/y is a result of higher outside temperatures compared to analogical period of 2021. The average temperatures were by 1.7oC higher, what translated into decreased heat production (by 0.02 PJ).
  • Increase of heat sale price is a result of increased tariffs for heat for the CHP plants following the publication by the ERO of new reference prices for heat production in units not being co-generation units.
  • Increase in revenues from the sale of electricity, which results from: higher average selling price of electricity by PLN 403/MWh y/y, which translated into an increase in revenues by approx. PLN 518 million; compensated by a lower sales volume by 0.4 TWh, which resulted in a decrease in revenues by approx. PLN 256 million.
  • Lower revenues from Capacity Market, due to the granting of a higher level of support for highlyefficient cogeneration, while limiting the number of units that can participate in the Capacity Market.
  • Higher revenues due to support for high-efficiency cogeneration due to the granting of a higher individual cogeneration bonus for gas-fired units.
  • Higher fuel consumption costs which are caused by higher gas and hard coal prices and increased volume of hard coal consumption. The details are shown in the chart below.
  • Higher CO2 costs are mainly a result of higher price of allowances. The details are shown in the chart below.
  • Higher personnel expenses result mainly from of wage increases due to wage agreements and the increase in the minimum wage.

Chart: Consumption costs of production fuels in District Heating (in PLN million).

Costs
of fuel
Q3
2021
Hard coal
volume
Hard coal
price
Gas
volume
Gas
price
Biomass
volume
Biomass
price
Oil and
other raw
materials
- volume
Oil and
other raw
materials
- price
Other raw
materials
Costs of
fuel Q3
2022
Change 13 54 -69 182 -30 5 2 3 2
Costs of fuel Q3
2021
292 113 140 34 4 1
Costs of fuel Q3
2022
180 253 9 9 3 454

Table: Data on use of production fuels consumption in District Heating.

Q3 2022 Q3 2021
Fuel type Volume Cost Volume Cost
(tons ths) (PLN million) (tons ths) (PLN million)
Hard coal 426 180 369 113
Gas (cubic metres ths) 94 204 253 179 926 140
Biomass 17 9 182 34
Fuel oil and other raw materials - 12 - 5
Total 454 292

Chart: CO2 costs in District Heating (PLN million).

CO2 costs
Q3 2021
136
CO2 costs
Q3 2022
269

Table: Data on CO2 costs in District Heating.

Data regarding CO2 Q3 2022 Q3 2021 % change
Allocation of free allowances for CO2 emissions (tons) 40 607 50 102 -19%
CO2 emission (tons) 1 042 697 1 100 726 -5%
1
Average CO2 costs (PLN/t CO2)
267.30 140.90 90%

1 Managerial perspective.

CAPITAL EXPENDITURES

Table: Capital expenditures incurred in District Heating segment.

PLN m Q3 2022 Q3 2021 % change
Investments in generating capacities, including: 257 160 61%
Development 115 74 55%
Modernisation and replacement 142 86 65%
Other 0 10 -100%
Total 257 170 51%

KEY ACTIVITIES IN DISTRICT HEATING SEGMENT

  • The turnkey construction of the new Czechnica CHP plant, i.e. CCGT unit with a total gross capacity of 179 MWe and 163 MWt, heat accumulator and four water boilers with total capacity of 152 MWt, is in progress. In the third quarter of 2022, reserve-peak boilers and gas turbines were placed on foundations. The foundations of the 110kV switching station and the steam turbine unit were completed.
  • At the Gorzów Wielkopolski, Lublin and Rzeszów CHPs, peak load boiler construction projects continued. In the third quarter of 2022, these projects entered the construction work phase, having previously obtained the required administrative approvals.
  • At the Zielona Góra CHP, assembly work was completed on a gas turbine modernisation. The first synchronisation of the gas turbine generator with the NPS took place on August 31, 2022. In September 2022, handovers, including technological tests, were carried out.
  • At Kraków CHP, Wrocław CHP and Gdańsk CHP (CHPs with wet flue gas desulphurisation), the modernisation of wastewater treatment systems began.
  • At the Rzeszów CHP, the construction of the second line of the Waste-to-Energy Incinerator is in progress. On September 21, 2022, the construction site was officially handed over to the Contractor - a consortium comprising PORR S.A. and Termomeccanica Ecologia.
  • The investment program at EC Bydgoszcz I (EC I) and EC Bydgoszcz II (EC II) is in progress. With regard to EC I, on October 4, 2022 a Permit for the construction of a 40 MWt reserve-peak boiler plant was obtained. With regard to EC II, on September 26, 2022 a contract was signed with a consortium of Polimex Energetyka and Polimex Mostostal for the construction of a cogeneration source based on five gas engines and a reserve-peak heat source.
  • An investment program is in progress at the Zgierz CHP, involving the deployment of three gas engines with a total capacity of 15 MWe, as well as a reserve-peak boiler unit and a small (100 kW) photovoltaic installation. In the third quarter of 2022, construction work was underway, including demolition, relocation and earthworks, and the foundations for the gas preparation station were built.
  • At the Kielce CHP, construction of the gas boiler plant is in progress. On July 6, 2022, a contract was signed with Elemont S.A. for the construction of an 8 MWe and 12.5 MWt gas-fired unit.
Aim of the
project
Budget1 Expenditures
incurred1
Capital
expenditures
in
20221
Fuel/ Net
efficiency
Contractor Investment
completion
date
Construction of
New Czechnica
CHP Plant
PLN 1.2 bn Approx. PLN
160m
PLN 123m Natural gas/
85% in
cogeneration
Syndicate of:
Polimex Mostostal
S.A. (Leader) /
Polimex Energetyka
sp. z o.o.
Q2 2024

KEY PROJECT IN THE THIRD QUARTER OF 2022

1 Expenditures incurred do not include financing costs and expenses in the form of advances paid to the General Contractor for the Project and to the other contractors.

RENEWABLES

SEGMENT DESCRIPTION AND ITS BUSINESS MODEL

This segment is involved in the generation of electricity from renewable sources and in pumped storage power plants.

The data presented below relate to the third quarter of 2022.

The Renewables segment is based mainly on revenues from the sale of electricity, however contrary to production at industrial plants within the Conventional Generation segment, this revenue is subject to a larger degree to changes in weather conditions and prices on the spot market due to the renewables sales model in place. Electricity output volume translates into property rights (green certificates) and revenue from the sale of energy origin certificates obtained by the segment's assets, excluding hydropower plants over 5 MWe.

Revenue from the Capacity Market, a mechanism introduced to prevent electricity shortages in the National Power System, constitutes a significant item in the segment's revenue, starting from 2021. Selected power plants in the Renewables segment receive fees for performing the capacity obligation (a Capacity Market Entity being on standby to supply electricity to the system and the obligation to supply specified capacity to the system when the system is under threat). Capacity Market revenue compensated for revenue from ancillary services. The readiness intervention reserve service was discontinued.

On the cost side, the most important items include: use of energy to pump water at pumped-storage plants, depreciation of segment assets and third-party services, mainly the repair services. Property tax and employee wages also constitute a significant cost item in this segment.

ASSETS

The PGE Capital Group's operations in renewable energy are managed by the PGE Energia Odnawialna S.A. Due to the profile of operations, the segment also includes companies from the Offshore area, which are responsible for all activities related to offshore wind energy.

Assets in the segment include:

  • 20 wind farms
  • 5 photovoltaic power plants,
  • 29 run-of-river hydro power plants,
  • 4 pumped-storage power plants, including 2 with natural flow.

Diagram: Main assets of the Renewables segment and their installed capacity.

KEY FACTORS FOR THE RESULTS OF THE SEGMENT

Chart: Key changes of EBITDA in Renewables (in PLN million) – managerial perspective.

One-offs Q3 2021 1
Recurring EBITDA Q3
2021
213 229² 46 70 83 27 48
Recurring EBITDA Q3
2022
949 67 419 73 37 72 561
One-offs Q3 2022 0
Reported EBITDA Q3
2022
561

Reversal of impact of total one-offs increasing the reported result.

1 The sum of electricity revenues includes revenues from main generation technologies (wind, water, PV, pumped storage).

2Change in presentation compared to the values presented in the third quarter of 2021 (transfer of a part of revenues from the item Other to the item Revenues from electricity).

3The item Personnel costs excluding impact of change in actuarial provision (one-off).

Table: Data on one-offs in Renewables (PLN m).

One-offs Q3 2022 Q3 2021 %
change
Change in the actuarial provision 0 1 -
TOTAL 0 1 -

Key factors affecting the y/y results of Renewables included:

  • Increase in revenues from electricity sales results from: higher average electricity sale price by PLN 947/MWh y/y, what translated into increase of revenues by approx. PLN 650 million; higher sales volume by 160 GWh, what caused revenues increase of approx. PLN 70 million.
  • Increased revenues from sales of certificates resulting mainly from: higher average electricity sale price by PLN 69/MWh y/y, as a result, revenues increased by approx. PLN 18 million; higher sales volume by 17 GWh, what translated into increase of revenues by approx. PLN 3 million.
  • The increase in electricity purchase costs for pumping in pumped storage power plants results from: higher average electricity purchase price by PLN 539/MWh y/y, which translated into an increase in costs by PLN 271 million; higher purchase volume by 262 GWh, contributing to an increase in costs by PLN 78 million.
  • Lower revenues from Capacity Market, mainly due to lower rates compared to the previous year.
  • The increase in personnel costs is mainly a result of higher employment due to the development of the Offshore Energy and Renewable Energy areas.
  • Lower level in item Other results mainly from higher operating costs, caused by the development of the Offshore Energy and Renewable Energy areas.

CAPITAL EXPENDITURES

Table: Capital expenditures incurred in Renewables segment.

PLN m Q3 2022 Q3 2021 % change
Investments in generating capacities, including: 88 27 226%
Development 51 19 168%
Modernisation and replacement 37 8 363%
Total 88 27 226%

KEY EVENTS IN RENEWABLES

  • In the third quarter of 2022, work continued on the construction of 19 PV projects with a total capacity of approx. 18 MW, which secured support in the 2021 RES auction. Tenders for the selection of general contractors for photovoltaic installations with a total capacity of 125 MW (i.e. PV Jeziórko with 100 MW and PV Augustynka with 25 MW) were also concluded, and implementation contracts were concluded for projects with a total capacity of 17 MW (PV Pasterzowice with 8 MW, PV Krotoszyn 5 MW, PV Siedlisko 2 x 1 MW, PV Ruchocinek 2 MW). Efforts were continued to develop further photovoltaic farm projects, including acquiring land rights and obtaining the required administrative decisions necessary for securing construction permits.
  • The following contracts were signed in July 2022 as part of a comprehensive modernisation program at the pumped-storage plant ESP Porąbka-Żar:
    • for the modernisation of the technological part along with ancillary infrastructure with a consortium of GE Hydro France-Boulogne-Billacourt, Mostostal Warszawa S.A.,
    • for the modernisation of the upper reservoir with a consortium of Energoprojekt-Warszawa S.A., WALO POLSKA sp. z o.o.,
    • for the modernisation of water fairway structures with Energoprojekt-Warszawa S.A.

The modernisation encompasses, inter alia, the replacement with new ones of the 4 hydro-sets that have been in operation since the beginning of the power station's operation, i.e. since 1979, modernisation of the asphalt concrete screen of the upper reservoir and restoration upgrades on the fairway structures.

These investments will extend the operation of the power station by at least 30 years.

As part of offshore wind farms investments, 8 applications for a new location permit for an offshore wind farms in the Baltic Sea was submitted to the Ministry of Infrastructure. Currently, PGE Group is implementing investments in the Baltic Sea with a total capacity of approx. 3.5 GW (including 2.5 GW in JO with Ørsted) on the basis of three location permits secured in 2012. Works carried out in these areas are on schedule. In September 2022, the Regional Directorate for Environmental Protection in Gdańsk issued a decision on environmental conditions for power evacuation for the Baltica-2 and Baltica-3 projects, which became final and binding (no appeals were filed). Important administrative decisions concerning, among others, construction permits are expected to be secured. Tenders for individual investment stages are in progress. PGE Group and Ørsted have selected the consortium of Ramboll Polska and Projmors Biuro Projektów Budownictwa Morskiego as the building design contractor for both phases of the offshore project. The strategic goal of the PGE Group in the offshore energy area is to build at least 6.5 GW of capacity by 2040. According to government assumptions included in PEP2040, offshore wind farms in the Polish zone of the Baltic Sea in 2040 will have a capacity of approx. 8-11 GW. There are currently 11 reservoirs available in the Baltic Sea, under which PGE Group and other entities apply for permits to build and use artificial islands.

DISTRIBUTION

SEGMENT DESCRIPTION AND ITS BUSINESS MODEL

Core business of the segment includes supply of electricity to final off-takers through the grid and HV, MV and LV infrastructure.

The data presented below relate to the third quarter of 2022.

1 managerial perspective.

Segment revenue is based on a tariff for electricity distribution services, which is approved by the ERO President every year at company request and is regulated. The tariff allow costs related to the distribution system operator's on-going activities to be transferred. These are both justified operating costs, depreciation, as well as costs related to the necessity to cover grid losses on electricity distribution or the purchase of transmission services from the TSO. At the same time, the tariff reflects the costs transferred in fees such as the RES fee, the transition fee, the co-generation fee and the capacity fee.

The key element shaping the Distribution segment's result is return on company's invested capital. This is based on the Regulatory Asset Base ("RAB"), which is established on the basis of completed investments and taking into account asset depreciation. The Regulatory Asset Base serves as the basis for calculating return on capital, using weighted average cost of capital, which is published by the ERO President in accordance with a set formula and using as the risk free rate the average yield on 10-year State Treasury bonds with the longest maturity during the 36-month period preceding the tariff application submission, quoted on the Treasury BondSpot market. In addition, return on capital depends on the achievement of individual quality targets set by the ERO President for performance indicators including: interruption time, interruption frequency, connection time and (not yet included) time to provide metering and settlement data.

VOLUME, CUSTOMERS AND OPERATING DATA

PGE Dystrybucja S.A. operates in the area of 129 829 sq. km and delivers electricity to approximately 5.64 million customers.

Diagram: Area of PGE distribution grid.

Table: Volume of distributed energy and number of customers.

Tariff Volume (TWh) Number of customers
according to power take-off points
Q3 2022 Q3 2021 Q3 2022 Q3 2021
A tariff group 1.34 1.40 127 115
B tariff group 3.74 3.85 13 367 12 879
C+R tariff groups 1.52 1.63 485 940 489 973
G tariff group 2.33 2.42 5 142 404 5 072 439
Total 8.93 9.30 5 641 838 5 575 406

KEY FACTORS FOR THE RESULTS OF THE SEGMENT

Chart: Key changes of EBITDA in Distribution (in PLN million) – managerial perspective.

EBITDA
Q3 2021
Electricity
distribution
volume
Change of
distribution tariff1
Network
losses2
Property tax Personnel
expenses3
Other EBITDA
Q3 2022
Change -46 87 -32 -4 -22 36
Reported EBITDA Q3
2021
665
One-offs Q3 2021 16
Recurring EBITDA Q3
2021
649 1 109 106 114 299 59
Recurring EBITDA Q3
2022
1 150 138 118 321 95 668
One-offs Q3 2022 0
Reported EBITDA Q3
2022
668

Reversal of impact of total one-offs increasing the reported result.

1 1 Z wyłączeniem kosztów usług przesyłowych od PSE S.A. Excluding cost of transmission services from PSE S.A.

2 Adjusted for revenues from the Balancing market.

3 The item Personnel costs excluding impact of change in actuarial provision (one-off)

Table: Data on one-offs in Distribution (PLN m).

One-offs Q3 2022 Q3 2021 % change
Change in the actuarial provision 0 16 -
Total 0 16 -

Key factors affecting results of Distribution segment y/y included:

  • A decrease in the volume of distributed electricity by 0.37 TWh, resulting mainly from lower electricity consumption in the household tariff group in comparison to the same period of the previous year, when there had been increased pandemic restrictions, resulting in the need to work and study remotely and therefore higher electricity consumption by households. Additionally, there was a decrease in the number of energy consumption points in the tariff of small and medium-sized businesses and farms.
  • Increase in rates in tariff for 2022 by PLN 9.5/MWh compared to the tariff for the third quarter of the previous year, that translated into an increase in revenues from the sale of distribution services.
  • Higher costs of electricity purchases to cover network losses mainly as a result of significant increase in electricity prices.

  • Increase of costs of tax on real estate results from increase in the value of buildings and higher tax rates.
  • Increase in personnel costs due to increasing employment costs resulting from increased inflation pressure.
  • Change in other resulting mainly from higher revenues from the connection fees.

CAPITAL EXPENDITURES

Table: Capital expenditures incurred in Distribution segment.

PLN m Q3 2022 Q3 2021 % change
Investments, including: 574 311 85%
Development investments 278 145 92%
Modernisation and replacement investments 296 166 78%
Other 4 1 300%
Total 578 312 85%

KEY EVENTS IN DISTRIBUTION

  • Connecting new customers to the distribution grid was on-going in the third quarter of 2022, recording the expenditures in amount of PLN 261 million.
  • Program LTE450: tenders were pursued for the purchase and implementation of CORE LTE450 core network components as well as the purchase and implementation of RAN LTE450 radio network components along with the technical support service.
  • Cabling program: PGE continued to implement its cabling program for medium-voltage (MV) grids up to the level of 30% of MV networks owned by PGE Dystrybucja S.A., incurring expenditures in amount of PLN 100 million in the third quarter of 2022.
  • Installation program for remote reading meters: This project is mandatory and results from the requirements imposed on Distribution System Operators (DSO) by the legislator in the amended Energy Law. In 2022, procurement procedures were launched for:
    • supply of remote reading meters for end customers,
    • supply of meters at MV/LV substations,
    • replacement of meters at end customers,
    • modernisation of MV/LV substations and installation of balancing meters.

According to the provisions of the law, the DSO has until December 31, 2028, to install remote reading meters connected to a remote reading system in energy consumption points representing at least 80% of the total number of end-customer energy consumption points.

Implementation of central systems CRM and Billing (NCB program): work was continued under the contract signed with the contractor A2 Customer Care from Atende Group - for the development and implementation of the CRM Billing system in the Group. The pre-implementation analysis phase was completed and its products presented for approval. Work was carried out on launching a tender for renumbering energy point codes according to the international GS1 standard.

SUPPLY

Supply segment activities include Group's wholesale and retail trading of electricity. Wholesale trading includes mainly electricity trading on behalf of and for Conventional Generation segment, District Heating segment and Renewables segment.

The data presented below relate to the third quarter of 2022.

1Data for PGE Obrót S.A.

As part of retail-market activities, the key source of segment's revenue is sale of electricity to final customers. This is sale to business and institutional clients, which constitutes more than 70% of the sales volume, and to retail clients. The segment's revenue also includes the sale of fuels, mainly: pulverised coal and coarse coal, which is sold by PGE Paliwa sp. z o.o., and sale of natural gas.

Electricity sales are matched by the costs to purchase electricity on the wholesale market and costs to redeem certificates as part of the support system for renewable sources and energy efficiency.

As part of the activities on the wholesale market, CO2 purchases are made for the needs of the Conventional Generation and District Heating segments, which is reflected both in terms of costs and revenues. At the same time, a significant revenue item is the provision of services to the Group's companies related to the management of purchases and sales of electricity and related products.

The Supply segment also incurs costs related to the Group's corporate centre.

VOLUME, CUSTOMERS AND OPERATING DATA

Tariff Volume (TWh) 1 Number of customers according to power take-off points1 Q3 2022 Q3 2021 Q3 2022 Q3 2021 A tariff group 1.86 1.87 154 141 B tariff group 2.97 3.49 11 154 11 812 C+R tariff groups 1.45 1.51 410 337 422 138 G tariff group 1.96 2.27 5 078 127 5 004 689 Total 8.24 9.14 5 499 772 5 438 780

Table: Volume of electricity sales to final off-takers and number of customers.

1Data for PGE Obrót S.A.

KEY FACTORS FOR THE RESULTS OF THE SEGMENT

Chart: Key changes of EBITDA in Supply (in PLN million) – managerial perspective.

EBITDA
Q3
2021
Result on
electricity -
volume
Result on
electricity -
margin
Revenues from
services provided
to other
segments of the
PGE Group
Result on
sale of fuels
Personnel
expenses1
Result on
other
operating
activities2
Other EBITDA
Q3
2022
Change -460 629 141 193 -18 -323 10
Reported EBITDA Q3
2021
316
One-offs Q3 2021 2
Recurring EBITDA
Q3 2021
314 286 259 3 86 -50 -98
Recurring EBITDA
Q3 2022
455 400 196 104 -373 -88 486
One-offs Q3 2022 23
Reported EBITDA Q3
2022
509

Reversal of impact of total one-offs increasing the reported result.

1 The item Personnel costs excluding impact of change in actuarial provision and provision for Voluntary Leave Program (one-offs).

2Without including the impact of provision for prosumers (one-off).

Table: Data on one-offs in Supply (PLN m).

One-offs Q3 2022 Q3 2021 % change
Actuarial provision 0 2 -
Release of the provision for prosumers 1 23 0 -
Total 23 2 1 050%

1 In connection with the amendment of the Act on Renewable Energy Sources of October 29, 2021, introducing changes in settlements with prosumers and specifying the period of support for existing prosumers, it was considered that the conditions for creating provisions for onerous contracts within the meaning of IAS 37 were met. The provision was created for contracts for 2022. In the third quarter of 2022, part of this provision was released for the projected loss on the sale of electricity to prosumers.

Key factors affecting EBITDA of Supply segment y/y included:

  • The higher result on electricity is the result of higher electricity selling price, partially compensated by lower sales volume.
  • Increase of revenues from services performed within the Group resulting mainly from higher revenues from the Agreement for Commercial Management of Generation Capacities as a consequence of increased trading value of electricity under management and the result of the margin on CO2 trading with PGE Group companies.
  • Higher result on fuel sales as a result of a significantly higher sales volume of coarse coal and fine coal.
  • Higher personnel expenses as a consequence of organisational changes and the ongoing process of changing remuneration.
  • Lower result on other operating activities as a result of higher impairment losses on trade receivables and as a result of higher provisions being recognised for future doubtful debts at the retail sale companies.

CIRCULAR ECONOMY

SEGMENT DESCRIPTION AND ITS BUSINESS MODEL

The activities of the segment include the provision of comprehensive services in the field of management of combustion by-products ("UPS"), provision of services in auxiliary areas for electricity and heat producers and the supply of materials based on UPS.

The data presented below relate to the third quarter of 2022.

From the beginning of 2021, PGE Group reports a new operating segment – Circular Economy, which includes the following companies: PGE Ekoserwis S.A., EPORE S.A., ZOWER sp. z o.o. The management of combustion by-products at PGE Group turns waste into high-value substances that are used in other branches of economy (cement industry, construction, road-building, mining) and thus reduces the volume of ultimate waste generated.

The main revenue source in the Circular Economy segment is revenue from the economic use of combustion by-products, which includes revenue from the sale of products manufactured on the basis of combustion by-products in internal production processes and the sale of services related to the management of combustion by-products. The level of revenue depends on multiple factors, including commercial potential for selling combustion by-products, in processed and unprocessed form, seasonality of industries purchasing combustion by-products, seasonality of suppliers of combustion by-products (power plants, combined heatand-power plants), volumes collected, efficiency of production infrastructure, capabilities for storing combustion by-products as materials inventories intended for production, as well as market conditions.

Revenue from other services includes revenue from the sale of continuous and ad hoc services provided to electricity and heat producers, including the operation of ash handling systems and equipment, operation of technological lines, operation of mill facilities and operation of fuel and combustion by-product storage sites.

KEY FACTORS FOR THE RESULTS OF THE SEGMENT

Chart: Key factors affecting EBITDA in Circular Economy segment (in PLN million) – managerial perspective.

EBITDA
Q3 2021
Revenues
from sale
of
combustion
by
products
Revenues
from sale
of
services
Personnel
expenses
External
services
Other EBITDA
Q3 2022
Change -2 10 -5 1 -4
EBITDA Q3 2021 17 54 24 22 18 21
EBITDA Q3 2022 52 34 27 17 25 17

Key factors affecting EBITDA of Circular Economy segment included:

  • Lower revenues from sale of combustion by-products, caused by lower collection volumes of combustion by-products from producers that is possible to be managed.
  • Higher revenues from the sale of services, which is the result of higher revenues from the rental of heavy equipment and higher service labour costs.
  • Higher level of personnel costs is mainly the result of the increase in salaries y/y.
  • Lower third-party service costs, resulting mainly from lower combustion by-products management costs.
  • Higher level of item Other, mainly due to an increase in the consumption of fuels and production materials.

OTHER OPERATIONS

SEGMENT DESCRIPTION AND ITS BUSINESS MODEL

Core activities of the segment include provision of services to PGE Group, inter alia organisation of capital raising in form of Eurobonds (PGE Sweden), provision of IT, payroll and HR services, transportation and investing in start-ups.

In addition, the segment's structures include companies responsible for the construction of new, low-emission generation units. On October 1, 2021 a project was separated from PGE GiEK S.A. (Dolna Odra Power Plant), constituting an organized part of the enterprise, in the scope including the construction of gas and steam units. The project was transferred to company PGE Inwest 8 sp. z o.o. (current name: PGE Gryfino 2050 sp. z o.o.). The structure of the Other Operations also includes a company PGE Rybnik 2050 sp. z o.o., which is responsible for construction of low-emission unit in Rybnik power plant.

The data presented below relate to the third quarter of 2022.

Other
Operations
Provision of services for Main cost items PLN m
Main revenue items PLN m PGE Group Personnel expenses 40
Revenues from services 60
Construction of 2 CCGT
IT services 22
units in Dolna Odra power
plant
Amortisation and 11
Construction of low-
emission unit in Rybnik
power plant
depreciation
Main result items PLN m
EBIT recurring -7
EBIT reported -7
EBITDA recurring 4
EBITDA reported 4

KEY FACTORS FOR THE RESULTS OF THE SEGMENT

Chart: Key factors affecting EBITDA in Other operations segment (in PLN million) – managerial perspective.

EBITDA
Q3
2021
Personnel
expenses
Capitalised
costs
Revenues
from sale
of services
IT services Result on
other
operating
activities
Other EBITDA
Q3
2022
Change 13 10 -42 -5 -4 -4
EBITDA Q3 2021 36 53 3 102 17 4 3
EBITDA Q3 2022 40 13 60 22 0 7 4

Key factors affecting EBITDA of Other Operations segment included:

  • Lower revenues from services in connection with transferring from the beginning of 2022 Elbest Security sp. z o.o. to the Conventional Generation segment and sale of Elbest sp. z o.o.
  • Lower personnel expenses in connection with transferring from the beginning of 2022 Elbest Security sp. z o.o. to the Conventional Generation segment and sale of Elbest sp. z o.o.
  • Higher capitalised costs as a result of higher cost allocation to assets in the third quarter of 2022 due to projects carried out by PGE Systemy S.A.
  • Higher costs of IT services resulting from the purchase of external services in order for PGE Systemy S.A. to provide a wider range of services to PGE Group and deliver new investment programs, especially LTE450.
  • Lower result on other operating activities, mainly due to transferring Elbest Security sp. z o.o. to the Conventional Generation segment and sale of Elbest sp. z o.o.

CAPITAL EXPENDITURES

Table: Capital expenditures incurred in Other operations segment

PLN m Q3 20221 Q3 2021 % change
Total 939 23 3 983%

1 The data for Q3 2022 include the value of capital expenditures on the project to build two gas and steam units pursued by PGE Gryfino sp. z o.o. and a low-emission unit for the construction of which Rybnik 2050 sp. z o.o. is responsible.

KEY ACTIVITIES IN OTHER OPERATIONS

  • A design for the construction of a gas-and-steam unit with a capacity of approx. 800-900 MW at Rybnik power plant is in preparation (Rybnik 2050 sp. z o.o.). Conditions for connection to the NPS have been issued and a pre-connection agreement has been signed with the gas transmission pipeline operator Gaz - System S. A.(Gaz-System) to build a gas pipeline, for which a valid environmental decision is already in force. As part of the on-going tender, the Project Team answered questions from bidders in the third quarter of 2022.
  • Work continued on the construction of two new gas-and-steam units of 671 MWe each (PGE Gryfino 2050 sp. z o.o). In the third quarter of 2022, assembly work was carried out on the technological equipment of the engine room of unit 9 and unit 10. The key elements of the engine room of unit 9 and unit 10 were delivered to the site and placed on foundations. These include generators, gas turbines and steam turbines. Construction and installation work on the buildings and auxiliary facilities was carried out. The material advancement of the project at the end of September 2022 was more than 80%.
  • The Battery Energy Storage System (BESS) project, which received an environmental decision, is in progress. This is a necessary and exceptionally important step for continuing the project work. Another milestone for the project was the first concession promise for electricity storage in Poland. The project is intended to combine the existing pumped-storage plant ESP Żarnowiec, with a power rating of 716 MW, with a BESS with a power rating of 205 MW and energy storage capacity of more than 820 MWh. The resulting innovative hybrid system with a power rating of at least 921 MW and energy storage capacity of more than 4.6 GWh, equivalent to the capacity of the largest conventional units in Poland, will be able to provide a full range of regulatory system services, serve to "restore" the energy system or supply energy to approx. 200 000 households for a period of 5 hours (with an average load of 1 kW per home). In the first quarter of 2022, the planned BESS was registered in the Capacity Market register, and the design work already underway has led to the issue of transmission grid connection conditions for it. In addition, BESS will perform the function of technical and commercial balancing for unstable RES, i.e. onshore and offshore wind farms owned by PGE Group.

KEY PROJECT IN OTHER OPERATIONS

Aim of the project Budget1 Expenditures
incurred1
Capital
expenditures
in
20221
Fuel/ Net
efficiency
Contractor Investment
completion date
Status
Construction of
two CCGT units no.
9 and 10 at
PGE
Gryfino 2050
PLN 4.3 bn PLN 2.24 bn PLN 1.42 bn Natural gas/
63%
Syndicate of
companies:
General Electric
(consortium leader)
and Polimex Mostostal
December 2023 Investment in progress. The progress of work under
the Project was estimated at over 80% at the end of
2022.
September

1 Expenditures incurred do not include expenses in the form of advances paid to the General Contractor for the Project and to the other contractors.

Significant events of the reporting period and subsequent events

IMPACT OF WAR IN UKRAINE ON PGE GROUP'S ACTIVITIES

PGE Group is the largest energy group in Poland. The Group's units meet approx. 41% of the country's electricity demand and serve over 5.5 million customers, while PGE Group's distribution area covers over 40% of Poland's territory, including areas on the border with Ukraine and Belarus. The Group's activities are therefore of exceptional importance for the country's energy security. It is crucial for PGE Group to secure the continuity of operation of power plants and CHPs and distribution infrastructure so as to ensure uninterrupted supplies of electricity and heat to residents, institutions and businesses.

In connection with the situation in Ukraine, a Crisis Team has been established at the central level of PGE Group to continuously monitor threats and identify potential risks. The Crisis Team's work includes monitoring the security of electricity and heat generation and supply and the protection of critical and IT infrastructure. Its tasks also include undertaking actions minimising the risk of a crisis situation, preparing the Company in the event of a crisis situation and planning, organising and coordinating works ensuring continuity of the Company's and PGE Group's operations.

Crisis teams have also been formed at the Group's key companies, operating 24 hours a day, carrying out continuous monitoring and identifying potential risks in order to minimise risk to electricity and heat supplies.

All key PGE Group companies have adopted guidelines for developing business continuity plans. On this basis, companies develop and then implement their own business continuity plans that take into account the specifics of the company. A key assumption of business continuity plans is the development of a catalogue of risks for critical processes, on the basis of which emergency scenarios (instructions, procedures) are developed and adopted. The emergency scenarios are periodically tested and continuously updated. In the current situation, companies have been tasked with urgently updating and reviewing internal regulations and business continuity plans.

Cybersecurity has grown significantly in importance in the current geopolitical situation. PGE Group has implemented special procedures for monitoring Information and communication technologies (ICT) networks due to increased activity of criminal groups aiming to attack ICT and Operational Technology (OT) systems. With the CHARLIE-CRP state of alert in force, the emergency plans have been reviewed. This significant change in the Group's operating context triggered the launch of a threat analysis and risk estimation for cybersecurity incidents. There is also an increased focus on protecting the supply chain against cyberattacks.

The reality of cyber threats is confirmed by attacks carried out against the Group's ICT infrastructure and users of information systems. Targeted attacks aimed at phishing or attempting to install malware have attracted particular attention recently. DDoS (Distributed Denial of Service) attacks have also been identified, the aim of which is to seize all available and free resources in order to prevent the entire service from functioning. Identified attacks were documented, information about them was passed to the relevant State authorities.

The counter measures taken (monitoring, incident handling and system recovery) allow attacks to be successfully repelled. These actions, combined with adequate management, lead to the build-up of resilience in cyberspace. At the same time, development and improvement of security management appropriate to the identified risks is implemented.

The physical security of the Group's facilities also has been strengthened. In order to protect key energy infrastructure, the Group cooperates with all services responsible for security in Poland, with a particular focus on the Internal Security Agency (ABW). In addition, PGE Dystrybucja is continuously supported by the Territorial Defence Forces (TDF).

KEY AREAS IN PGE GROUP AFFECTED BY THE WAR IN UKRAINE

  • fuel availability and prices,
  • disruption of the component supply chain,
  • rising inflation and interest rates and a weakening of the national currency,
  • prices of CO2 emission allowances,
  • improving energy efficiency,
  • greater pressure on the energy transition through RES development,
  • import of hard coal,
  • cybersecurity,
  • geopolitics,
  • counterparties (sanctions lists).

PGE'S KEY OPERATING RISKS RELATED TO THE WAR IN UKRAINE

  • reduced availability of hard coal on the Polish market due to the planned embargo on supplies of this raw material from Russia,
  • increase in hard coal and gas prices on the international market,
  • logistical disruptions due to the high utilisation of rolling stock and changes to current travel routes,
  • reduced availability of biomass on the Polish market due to the suspension of feedstock imports from Belarus,
  • logistical disruptions in road transport related to fuel prices and the availability of service providers' employees.

RISKS RELATED TO GAS SUPPLIES

  • CHP Gorzów and CHP Zielona Góra are supplied with field gas (so-called Ln nitrogenous gas). Due to the use of dedicated transmission infrastructure between the mine and the CHP plant, these generating assets are neutral to supply disruptions to Poland's National Gas Transmission System.
  • CHP Toruń, CHP Zawidawie, CHP Lublin-Wrotków and CHP Rzeszów are supplied with high-methane gas (so-called gas E). Gas E taken from the National Gas Transmission System is secured in the form of adequate storage and in Poland this is at a relatively high level.

PGE Group has no influence over the directions of supply and management of fuel transmission therefore the risk of possible disruptions lies with PGNiG and the Transmission System Operator (Gaz-System S.A.). PGE has established communication channels with PGNiG and Gaz-System S.A. in commercial and operational management in cooperation with the respective PGE Group location. In accordance with national gas supply constraint management programs, securing supplies for electricity and heat generation is favoured over other customers.

IMPACT OF FUEL AVAILABILITY CONSTRAINTS ON ELECTRICITY GENERATION

In the case of gas fuel, due to the lack of stock-holding capacities, a reduced availability translates into an immediate disruption in electricity and heat production. However, if there are back-up coal-fuelled water boilers at a CHP plant, it is possible to produce heat until these stocks are exhausted (this pertains to CHP Lublin Wrotków and CHP Rzeszów). In the case of CHP Gorzów, an OP-140 coal-fired steam boiler constitutes a back-up. At CHP Zielona Góra, oil boilers serve as back-up for heat production.

The main suppliers of hard coal for electricity and heat production are Polish mining companies and coal importing companies. Currently, CHP plants have reserves of hard coal to enable uninterrupted production of electricity and heat. Centrally Dispatched Generating Units (JWCD), due to significant load and problems on the hard coal market, have problems maintaining the minimum required stocks, resulting in the need to reduce production in order to maintain continuous operation of the units.

The electricity supply for PGE Dystrybucja and PGE Obrót is secured on a commercial basis. The physical supply of energy is conditioned by the current balancing and operation of the NPS. Disruptions in electricity generation will affect the energy supply depending on the location on the grid in the NPS. So far, PGE Group has not identified any risk associated with electricity or heat supply to residents, institutions and businesses.

IMPACT OF WAR ON COMMODITY AND FINANCIAL MARKETS

The energy crisis has spread across Poland, Europe and the world. The war in Ukraine is having a major impact on the heat and electricity market in Poland. It significantly affects the prices and availability of energy raw materials, which has translated into energy and CO2 prices and the prices of goods and services, thereby affecting margin levels and capital raising opportunities. The disruption or complete shutdown of many production sites in Ukraine has disrupted the supply chain of components for key investments, or significantly increased their prices. The war in Ukraine has also highlighted the huge role of renewable energy sources (RES), the development of which is a response to the cut-off of energy supplies from Russia and high energy prices. Renewable sources are not burdened by fuel and CO2 costs. Instead, high energy prices are forcing improvements in energy efficiency and operational efficiency. There is also pressure mounting to accelerate the energy transition in line with the European Union's climate policy, using the phase-out of fossil fuels to modernise the Polish economy. And as the leader of Poland's national energy transition, PGE Group is integrating the need to achieve climate neutrality into its long-term business strategy. At the same time, PGE Group is making an important contribution to maintaining the country's energy security by ensuring the import of hard coal from directions such as South America for the needs of both electricity producers and households. It is also inevitable that behavioural patterns of energy market customers will change, leading to economical energy consumption. This is in order to avoid heat shortage problems and electricity in the winter period. PGE Group mitigates these risks by continuing its policy of hedging electricity generation costs along with energy sales on the wholesale market, which is reflected both in hedging CO2 emission allowances and foreign currencies for transaction purposes.

In order to protect against major hikes in electricity prices for some customers, regulations have been put in place, resulting in the requirement to apply capped prices in the supply of electricity to eligible customers. The regulations provide for compensation for trading companies that sell electricity at capped prices. The method of calculating compensation generates the risk of not fully covering the costs of electricity supply and limits the margins obtained on electricity sales.

Also, in line with the current decision to impose war sanctions on Russia and Belarus, PGE Group has introduced contractor compliance verification in its supply chains.

As a consequence, the aforementioned risks may have a material impact on individual areas of PGE Group's operations and future financial performance. In particular, the recoverable amount of selected asset items, the level of expected credit losses and the measurement of financial instruments may change.

In view of the dynamic course of the war on the territory of Ukraine and its macroeconomic and market consequences, PGE Group will monitor its development on an ongoing basis and any events that occur will be reflected accordingly in the Group's future financial statements.

CHANGES IN THE MANAGEMENT BOARD AND SUPERVISORY BOARD

MANAGEMENT BOARD MEMBERS

From January 1, 2022 till November 17, 2022 the Management Board worked in following composition:

Name and surname of the
Management Board
Position
Wojciech Dąbrowski President of the Management Board from February 20, 2020
Wanda Buk Vice-President for Regulatory Affairs from September 1, 2020
Paweł Cioch Vice-President for Corporate Affairs from February 24, 2020
Lechosław Rojewski Vice-President for Finance from June 9, 2021
Paweł Śliwa Vice-President for Innovations from February 20, 2020
Ryszard Wasiłek Vice-President for Operations from February 20, 2020

On November 17, 2022 the Supervisory Board adopted resolution on dismissal of Mr Paweł Cioch, Vice-President for Corporate Affairs.

As at the publication date of this report the Management Board has worked in following composition:

Name and surname of the
Management Board
Position
Wojciech Dąbrowski President of the Management Board from February 20, 2020
Wanda Buk Vice-President for Regulatory Affairs from September 1, 2020
Lechosław Rojewski Vice-President for Finance from June 9, 2021
Paweł Śliwa Vice-President for Innovations from February 20, 2020
Ryszard Wasiłek Vice-President for Operations from February 20, 2020

SUPERVISORY BOARD MEMBERS

From January 1, 2022 till January 18, 2022 the Supervisory Board worked in following composition:

Name and surname Position
Anna Kowalik Chairman of the Supervisory Board
Artur Składanek Vice-Chairman of the Supervisory Board – independent
Grzegorz Kuczyński Secretary of the Supervisory Board - independent
Janina Goss Supervisory Board Member - independent
Zbigniew Gryglas Supervisory Board Member
Tomasz Hapunowicz Supervisory Board Member - independent
Marcin Kowalczyk Supervisory Board Member
Mieczysław Sawaryn Supervisory Board Member - independent
Radosław Winiarski Supervisory Board Member

From January 19, 2022 till June 22, 2022 the Supervisory Board worked in following composition:

Name and surname Position
Anna Kowalik Chairman of the Supervisory Board
Artur Składanek Vice-Chairman of the Supervisory Board – independent
Grzegorz Kuczyński Secretary of the Supervisory Board - independent
Janina Goss Supervisory Board Member - independent
Zbigniew Gryglas¹ Supervisory Board Member - independent
Tomasz Hapunowicz Supervisory Board Member - independent
Marcin Kowalczyk Supervisory Board Member

Mieczysław Sawaryn Supervisory Board Member - independent
Radosław Winiarski Supervisory Board Member

1On January 18, 2022, Zbigniew Gryglas submitted a statement regarding the independence criteria.

On June 22, 2022, the Ordinary General Meeting of PGE Polska Grupa Energetyczna S.A. appointed the Supervisory Board of the twelfth term of office with the following composition.

From June 22, 2022 till July 12, 2022 the Supervisory Board of the twelfth term worked in following composition:

Name and surname Position
Janina Goss Supervisory Board Member - independent
Tomasz Hapunowicz Supervisory Board Member - independent
Marcin Kowalczyk Supervisory Board Member
Mieczysław Sawaryn Supervisory Board Member - independent
Anna Kowalik Supervisory Board Member
Artur Składanek Supervisory Board Member - independent
Radosław Winiarski Supervisory Board Member

On July 12, 2022 the Company received a statement of the Minister of State Assets (representative of the State Treasury) appointing Mr. Zbigniew Gryglas as a member of the Supervisory Board of the Company as of July 12, 2022.

From July 12, 2022 until the publication date of this report the Supervisory Board has worked in following composition:

Name and surname Position
Anna Kowalik Chairman of the Supervisory Board
Artur Składanek Vice-Chairman of the Supervisory Board – independent
Radosław Winiarski Secretary of the Supervisory Board
Janina Goss Supervisory Board Member - independent
Zbigniew Gryglas Supervisory Board Member - independent
Tomasz Hapunowicz Supervisory Board Member - independent
Marcin Kowalczyk Supervisory Board Member
Mieczysław Sawaryn Supervisory Board Member - independent

COMPOSITION OF THE COMMITTEES OF THE SUPERVISORY BOARD

From January 1, 2022 until June 22, 2022 the committees worked in following compositions:

Name and surname of the
member of the
Supervisory Board
Audit Committee Corporate
Governance
Committee
Strategy and
Development
Committee
Appointment
and
Remuneration
Committee
Janina Goss Member Member
Zbigniew Gryglas Member Member
Tomasz Hapunowicz Chairman Member
Marcin Kowalczyk Member
Anna Kowalik Member Member Member
Grzegorz Kuczyński Chairman Member
Mieczysław Sawaryn Member Chairman
Artur Składanek Member Chairman
Radosław Winiarski Member Member

On June 22, 2022, the Ordinary General Meeting of PGE S.A. appointed the Supervisory Board of the twelfth term of office with the following composition. The first meeting of the Supervisory Board of the new term of office was held on July 12, 2022. On that day, new members of the Supervisory Board Committees were appointed.

From July 12, 2022 till July 26, 2022 the committees worked in following compositions:
-- -- -- -- -- -- -- ---------------------------------------------------------------------------------------- -- -- -- -- --
Name and surname of the
member of the
Supervisory Board
Audit Committee Corporate
Governance
Committee
Strategy and
Development
Committee
Appointment and
Remuneration
Committee
Janina Goss Member Member
Tomasz Hapunowicz Member Member
Marcin Kowalczyk Member Member
Anna Kowalik Member Member Member Member
Mieczysław Sawaryn Member Member Member Chairman
Artur Składanek Member Member
Radosław Winiarski Member Member

At the meeting of the Supervisory Board on July 26, 2022, Mr. Zbigniew Gryglas was appointed to the Committees: Strategy and Development and Corporate Governance.

From July 26, 2022 until the publication date of this report the committees have worked in following compositions:

Name and surname of the
member of the
Supervisory Board
Audit Committee Corporate
Governance
Committee
Strategy and
Development
Committee
Appointment and
Remuneration
Committee
Janina Goss Member Member
Zbigniew Gryglas Member Member
Tomasz Hapunowicz Chairman Member
Marcin Kowalczyk Member Member
Anna Kowalik Member Member Member Member
Mieczysław Sawaryn Member Member Member Chairman
Artur Składanek Chairman Member
Radosław Winiarski Member Member

LEGAL ASPECTS

THE ISSUE OF COMPENSATION REGARDING THE CONVERSION OF SHARES

Information on the issue of compensation regarding the conversion of shares are described in note 24.4 to the consolidated financial statements.

INFORMATION CONCERNING PROCEEDINGS IN FRONT OF COURT, BODY APPROPRIATE FOR ARBITRATION PROCEEDINGS OR IN FRONT OF PUBLIC ADMINISTRATION AUTHORITIES

Significant proceedings pending in front of courts, competent arbitration authority or public administration authority are described in note 24.4 to the consolidated financial statements.

TERMINATION BY ENEA S.A. OF AGREEMENTS FOR SALE OF CERTIFICATES

Information on termination by ENEA S.A. of agreements for sale of certificates are described in note 24.4 to the consolidated financial statements.

INFORMATION CONCERNING THE GUARANTEES FOR LOANS GRANTED BY THE COMPANY OR A SUBSIDIARY

Within the Group, as at September 30, 2022 PGE S.A. and subsidiaries did not grant guarantees to other entities or to a subsidiary, where a value of guarantees constitutes at least 10% of the Company's equity.

INFORMATION ON ISSUE, REDEMPTION AND REPAYMENT OF DEBT SECURITIES AND OTHER SECURITIES

Information on issue, redemption and repayment of debt securities and other securities is described in p. 4.1 of the foregoing report and in note 1.3 to the consolidated financial statements.

TRANSACTIONS WITH RELATED ENTITIES

Information about transactions with related entities is presented in note 26 to the consolidated financial statements.

SETTLEMENT OF THE DISPUTE BETWEEN CZECH REPUBLIC AND POLAND ON PROLONGATION OF MINING CONCESSION FOR KWB TURÓW MINE

On February 3, 2022 the prime ministers of the Polish and Czech governments initialled a bilateral agreement setting out the terms for withdrawal of the Czech Republic's case from the Court of Justice of the European Union.

On February 4, 2022 the Czech Republic informed the Court that, pursuant to art. 147 § 1 of the Rules of Procedure, as a result of the settlement of the present dispute concluded with the Republic of Poland, it waives all claims. Accordingly, on February 4, 2022 the President of the Court of Justice issued an order removing the case from the register.

On February 7, 2022, an Agreement was executed between PGE GiEK S.A., PGE S.A. and the State Treasury defining rules for cooperation in executing the Agreement executed on February 3, 2022 between the Government of the Czech Republic and the Government of the Republic of Poland on cooperation in respect of the impact on the territory of the Czech Republic of KWB Turów's operations.

Pursuant to this Agreement, PGE GiEK S.A. undertook to build an earth embankment, monitor noise, monitor air quality, drill four boreholes to monitor water aquifer levels, complete the construction of an anti-filtration screen, carry out land displacement measurements and replace the lighting system at KWB Turów.

PGE GiEK S.A. further pledged to undertake activities for the donation of EUR 10 million by the PGE Foundation for the Liberec Region in the Czech Republic. The donation was made in February 2022.

The exploitation of the deposit is carried out in accordance with the conditions resulting from the concession.

GRANTING OF CONTRACTS FOR DIFFERENCE FOR PGE GROUP'S OFFSHORE WIND FARMS

On April 7, 2021, the ERO President awarded right to cover negative balance of electricity (the "Contract for Difference", "CfD") to the Baltica-2 and Baltica-3 offshore wind farms projects with a total capacity of up to 2.5 GW. The right to the CfD guarantees a price at a maximum of PLN 319.60/MWh in accordance with the Decree of the Minister of Climate and Environment of Poland and the Act of December 17, 2020 on promoting electricity generation in offshore wind farms. The CfD award, including the final price, is subject to final approval from the European Commission.

The PGE Group and Ørsted started a process of individual negotiations with the European Commission regarding the determination of an individual price in the Contract for Difference. A set of documents - required for the so-called offshore act – was filed. They documents were verified by the ERO and the Office of Competition and Consumer Protection ("UOKiK") and then at the beginning of February 2022, they were submitted to the European Commission.

In September 2022 PGE received from the ERO a decision of the European Commission stating no objection to the individual support at the level which does not exceed PLN 319.60/MWh granted for both stages of Baltica Offshore wind farm - Baltica 2 and Baltica 3, with a total capacity of 2.5 GW (pursued jointly with Ørsted). EC decision was issued within the process of individual notification of support for investors, required by EU regulations on state aid. Obtaining the decision of the EC is necessary for all projects implemented in the socalled the first phase of the Polish offshore program, that in 2021 received support in contract for difference formula by the decision of the President of the Energy Regulatory Office (ERO).

According to the regulations, the ERO decision specifying the level of support for the project on the basis of the EC decision should be issued within 90 days from the date on which ERO obtained EC decision.

Current report of PGE S.A.:

Granting of contracts for difference for PGE's offshore wind farms

PLANNED TRANSFER OF COAL ASSETS TO THE NATIONAL ENERGY SECURITY AGENCY

On March 1, 2022, the Council of Ministers adopted a resolution on accepting the document: "Transformation of the electricity sector in Poland. Separation of generation coal assets from companies with State Treasury shareholding". According to the document, the asset spin-off process will be pursued through acquisition by the State Treasury from PGE S.A., ENEA S.A., TAURON Polska Energia S.A. and ENERGA S.A. all assets related to the generation of energy in hard coal-fired and lignite-fired power plants, including service companies providing services to them. Due to the inseparability of lignite-fired energy complexes, lignite mines will also be among the acquired assets. Assets related to hard coal mining will not be transferred to the entity dealing with generation of electricity in coal units. CHP plants will not be subject to his transaction, as they are planned to be modernised towards low and zero-emission sources. The assets may be carved out from the energy groups through the following:

  • purchase of shares of individual companies directly by the State Treasury and their subsequent consolidation within NABE - if this option is selected, consolidation within NABE will take place through their contribution to a capital increase in PGE GiEK S.A.,
  • or through conditional purchase of shares of the companies by PGE GiEK S.A., on the condition that the State Treasury will then purchase shares in PGE GiEK S.A.

NABE will operate as a holding company, concentrated around PGE GiEK S.A., and the companies being acquired from ENEA, TAURON and ENERGA as subsidiaries in its group.

NABE will be a fully self-sufficient entity, capable of procuring all internal and external functions, i.e. HR, IT, procurement, trading, to ensure seamless operations either independently or – in the transition period – based on contracts signed with external entities, including companies from which the assets are being carved out.

All potential transactions required under the selected structure related to the carve out of assets will be carried out on the basis of a market valuation by an independent entity and following independent due diligence. The individual valuations will take into account the financial liabilities that the generating companies being carved out as part of the transaction have to their parent companies and/or financial liabilities to financing institutions.

The method of settlement of the transaction, due to the indebtedness of the generation companies towards parent entities in their capital groups, will be subject to detailed arrangements between the State Treasury and the current owners and creditors.

According to the document, after the separation of coal-fired generation assets, energy companies will focus on developing their activities on the basis of their assets in the area of distribution, heating, trading and generation of energy in low- and zero-emission sources.

NABE's role will be to provide the necessary power balance in the energy system. NABE will focus on maintenance and modernisation investments necessary to maintain the efficiency of the coal-fired units in operation, including those aimed at reducing the carbon intensity of the units in operation.

On July 23, 2021, PGE S.A., ENEA, TAURON and ENERGA concluded an agreement with the State Treasury regarding cooperation in the process of separating coal energy assets and their integration into NABE.

As of the date of this report, the due diligence process is in progress and the valuation process for the spinoff companies has begun. According to recent public statements from the government, the sale of assets to NABE is expected to be completed by the end of the first quarter of 2023.

The method of valuation and settlement of debt and other liabilities related to the assets has not yet been determined. In connection with this, it is currently not possible to determine the impact of this division on the future financial statements of PGE and PGE Group.

Current report of PGE S.A.:

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

SALE OF ELBEST SP. Z O.O. HOTELS TO POLSKI HOLDING HOTELOWY SP. Z O.O. (PHH)

On December 15, 2021 PHH signed a conditional agreement with PGE S.A. to purchase ten hotels and facilities owned by Elbest Sp. z o.o. On March 4, 2022, the share sale transaction was completed.

The acquisition of Elbest sp. z o.o.'s hotels and facilities by PHH is yet another step in PHH's consolidation of State Treasury-owned hotel businesses while for the PGE Group it is an element of streamlining the structure and carrying out tasks aimed at focusing on the core business.

PGE's press release:

Sale of Elbest hotels to PHH.

Finalisation of the sale of shares in Elbest sp. z o.o.

RECAPITALIZATION OF THE COMPANY BY WAY OF SHARES ISSUE

PGE'S MANAGEMENT BOARD DECISION ON COMMENCEMENT OF THE PROCESS

On January 18, 2022 the Management Board of PGE adopted the resolution on commencement of the recapitalization of the Company in connection with planned investment projects in the area of renewable energy, decarbonisation and distribution.

The resolution provided for a proposal to the Extraordinary General Meeting of the Company to adopt a resolution on lowering the share capital by way of reducing the par value of shares and simultaneously increasing the share capital by way of issuing series E shares under the private subscription procedure, depriving the existing shareholders entirely of the pre-emptive right to all series E shares, applying for admission and introduction of series E shares or rights to series E shares to trading on the regulated market of Giełda Papierów Wartościowych w Warszawie S.A. [Warsaw Stock Exchange], dematerialising series E shares or rights to series E shares, as well as amending the Company Statutes.

The intention of the Management Board of the Issuer was to obtain from investors an amount of approx. PLN 3 billion in the course of the capital increase process.

The issue proceeds are intended to support PGE Group's investments in three areas:

  • development of renewable energy sources,
  • decarbonisation through development of low-carbon sources,
  • development of distribution.

The Extraordinary General Meeting on March 7, 2022 did not adopt a resolution due to the break in the proceeding announced until April 6, 2022. After resuming the proceedings on April 6, 2022 the resolution was adopted.

Current reports of PGE S.A.:

Commencement of recapitalisation of the Company Convening of the Extraordinary General Meeting Draft resolutions for the Extraordinary General Meeting Content of the resolutions of the Extraordinary General Meeting of PGE Content of the resolutions of the Extraordinary General Meeting of PGE p. 2

SIGNING OF AN INVESTMENT AGREEMENT WITH THE STATE TREASURY

On April 5, 2022 the Company signed an investment agreement with the State Treasury represented by the Prime Minister, in relation to the planned issue of new series E shares of the Company with exclusion of preemptive rights of the existing shareholders, which will be a private placement, directed only to selected investors. Pursuant to the Investment Agreement, the State Treasury expresses its intention to subscribe for up to 373,952,165 new shares, issued by the Company for a cash contribution from the Reprivatisation Fund, in the total amount not exceeding PLN 3,197,291,010.75.

The Company has made a commitment to the State Treasury that it will use the New Funds in their entirety for the implementation by the Company and its subsidiaries (PGE Dystrybucja S.A., PGE Energia Odnawialna S.A., PGE Energia Ciepła S.A., Rybnik 2050 sp. z o.o.) of investment projects in three areas: intensification of development of renewable energy sources RES; development of distribution under the Distribution of the Future programme; and decarbonisation through development of low-emission sources. The Investment Agreement governs the rules for the use of the funds and the consequences of a breach of those rules, the Company's obligations and warranties in connection with the transfer of the funds, the reporting and accounting obligations for the funds and the State Treasury's inspection powers. If the funds are used contrary to the Investment Agreement or the Investment Agreement is improperly performed, the Company shall be obligated to return all or part of the funds or to pay contractual or guarantee penalties to the State Treasury, depending on the type of provision violated.

Current report of PGE S.A.:

Signing of an investment agreement

ADOPTION OF SUBSCRIPTION RULES BY THE PGE'S MANAGEMENT BOARD

The public offering of shares was carried out pursuant to the resolution of the Extraordinary General Meeting of the Company of April 6, 2022 (Issue Resolution). The Management Board of the Company, acting on the basis of the authorization resulting from the Issue Resolution, adopted the Subscription Rules. The offer was addressed only to investors who received an invitation to participate from an investment company conducting the book-building process for shares.

Detailed rules for subscription in connection with the issue and offer of PGE S.A. shares:

Subscription rules

CONCLUSION OF A SHARE PLACEMENT AGREEMENT AND COMMENCEMENT OF BOOK BUILDING PROCESS

On April 6, 2022 the Company entered into an agreement with Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Branch - Brokerage Office in Warsaw, as the Global Coordinator, Bookrunner and Offering Agent.

At the same time, the book-building process (accelerated book building) was commenced by way of private subscription of 373,952,165 series E ordinary bearer shares issued by the Company.

Current report of PGE S.A.:

Conclusion of a share placement agreement and commencement of book building process

DETERMINATION OF THE ISSUE PRICE OF SHARES

On April 7, 2022 after completion of the accelerated book building for series E shares, the management Board of the Company set the issue price of Series E Shares at PLN 8.55 per one Series E Share. The price was determined based on the results of the book-building process, as well as taking into account all the circumstances affecting the determination of the issue price, including, in particular, the macroeconomic and economic situation, the situation on capital markets at the time of the public offering, current events and their impact on the Company's business prospects, as well as based on the recommendations of the Offering Agent.

Current report of PGE S.A.:

Determination of the issue price of shares

CLOSING OF THE SUBSCRIPTION AND ALLOCATION OF SHARES

April 22, 2022 The Management Board of PGE S.A. adopted a resolution on the allocation of all series E shares to investors participating in the subscription process. The State Treasury, which is PGE's majority shareholder, acquired shares with an issue value of approximately PLN 2.5bn. Open pension funds took up shares with an issue value of approx. PLN 450 million, and other investors were allocated shares with an issue value of approx. PLN 250 million.

Current report of PGE S.A.:

Closing of the subscription and allocation of shares

PGE's press release: Closing of the subscription and allocation of shares

REGISTRATION OF THE RIGHTS TO THE E SERIES SHARES WITH KDPW

On April 27, 2022, the Central Securities Depository of Poland ("KDPW") issued a statement on the conclusion of a contract with PGE S.A. for the registration of rights to series E shares in the depository for securities.

Current report of PGE S.A.:

Registration of the rights to the E series shares

ADMISSION AND INTRODUCTION OF THE RIGHTS TO THE E SERIES SHARES TO THE STOCK EXCHANGE TRADING

On April 28, 2022 the Management Board of Giełda Papierów Wartościowych w Warszawie S.A. adopted resolution regarding the admission and introduction to the stock exchange trading on the main market of GPW.

Current report of PGE S.A.:

Admission and introduction of the rights to the E series shares to the stock exchange trading

ANNOUNCEMENT OF KDPW ON THE REGISTRATION OF THE RIGHTS TO THE E SERIES SHARES

On April 29, 2022 an Announcement of the KDPW was received regarding the information that the rights to series E shares will be registered on May 2, 2022.

Current report of PGE S.A.:

Announcement of KDPW

COMPLETION OF THE SUBSCRIPTION OF E SERIES SHARES

On May 11, 2022, the Management Board of PGE S.A. provided information on the completed subscription for E series shares.

Current report of PGE S.A.:

Completion of subscription

Completion of subscription p.2

REGISTRATION OF SHARE CAPITAL INCREASE AND AMENDMENTS TO THE COMPANY'S ARTICLES OF ASSOCIATION

On May 19, 2022, the Management Board of PGE S.A. learned that on May 18, 2022 t on May 18, 2022 the District Court for theCapital City of Warsaw in Warsaw, 12th Commercial Division of National Court Register registered the amendment of the Company's Articles of Association pursuant to Resolution no. 7 of the Extraordinary General Meeting of the Company dated April 6, 2022 convened on March 7, 2022 and resumed on April 6, 2022.

Current report of PGE S.A.:

Registration of the share capital increase

CONDITIONAL REGISTRATION OF E SERIES SHARES WITH KDPW

The Management Board of PGE received information on declaration No. 479/2022 of the National Depository for Securities of May 31, 2022 regarding the conclusion of an agreement with the Company on the registration in the depository of securities of 373.952.165 E series shares under ISIN PLPGER000010 code, on the condition of introduction to trading on a regulated market to which other shares of the Issuer bearing the aforementioned ISIN code have been introduced.

Current report of PGE S.A.:

Conditional registration of shares

WSE RESOLUTIONS

On June 1, 2022 the Management Board of Giełda Papierów Wartościowych w Warszawie S.A. ("GPW") adopted the following resolutions:

  • resolution no. 503/2022 regarding the designation of the last day of trading on the main market of GPW of the rights to E series ordinary bearer shares according to which the Management Board of the GPW designated June 3, 2022 as the last date of trading of 373 952 165 rights to E Series shares marked by KDPW with PLPGER000085 code,
  • resolution no. 504/2022 regarding the admission and introduction to stock exchange trading onthe main market of GPW 373 952 165 E series ordinary bearer shares. Pursuant to the resolution, the GPW

Board decided to introduce E Series Shares to trading on the main market on June 6, 2022, subject to the registration of these shares by the KDPW on June 6, 2022 and their coding as PLPGER000010.

The abovementioned resolutions entered into force on the date of its adoption.

Current report of PGE S.A.:

WSE resolutions

REGISTRATION OF CHANGE OF COMPANY'S REGISTERED OFFICE ADDRESS AND AMENDMENTS TO THE COMPANY'S STATUTES

On July 1, 2022 the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of National Court Register registered the amendments to the Company's Statutes pursuant to resolution no. 4 of the Extraordinary General Meeting of the Company dated April 6, 2022.

As a result of registration of changes, the registered office of the Company was changed from Warsaw to Lublin and the new address of the company's registered office is as follows: aleja Kraśnicka 27, 20-718 Lublin.

The Management Board of the Company also informed about the amendments in the Company's Statutes.

Current report of PGE S.A.:

Registration of change of Company's registered office address and amendments to the Company's Statutes

SUBMISSION OF APPLICATION FOR A LOCATION PERMIT FOR OFFSHORE WIND FARMS IN THE BALTIC SEA

An application was submitted on February 9, 2022 to the Ministry of Infrastructure for the issue of a new location permit for an offshore wind farm in the Baltic Sea. This is the eighth such application filed by PGE Group. The area covered by the application (14.E.2) is located at Ławica Odrzana.

PGE is currently implementing investments in the Baltic Sea with a total capacity of approx. 3.5 GW (including 2.5 GW with Ørsted) on the basis of three location permits secured in 2012. Works carried out in these areas are on schedule. Important administrative decisions concerning, among others, environmental permits for onshore infrastructure related to power evacuation and subsequently construction permits are expected to be secured in the coming months. Tenders for individual investment stages are in progress.

PGE Group's strategic objective in offshore is to develop at least 6.5 GW in capacity by 2040. According to the governmental assumptions stated in Poland's Energy Policy 2040, offshore wind farms in the Polish zone of the Baltic Sea will reach approx. 8-11 GW in capacity by 2040.

There are currently 11 areas available in the Baltic Sea where PGE and other entities try to secure permits to build and use artificial islands.

PGE's press releases:

Applications for a location permit for offshore wind farms Applications for a location permit for offshore wind farms - p.2 Applications for a location permit for offshore wind farms - p.3

PROVISION FOR CLAIMS FROM CONTRACTORS OF ENESTA SP. Z O.O.

In 2021, ENESTA sp. z o.o. terminated unfavourable contracts for the supply of electricity and natural gas. Therefore, as at December 31, 2021, a provision was created for claims from contractors in the amount of PLN 279 million. In 2022, some contractors brought their claims to court. After unsuccessful attempts to reach an agreement with its counterparties, ENESTA applied for restructuring proceedings. On June 21, 2022, restructuring proceedings were opened - a notice in the National Debt Register. As at September 30, 2022, ENESTA recalculated the provisions and an additional provision of PLN 272 million was created. In addition, receivables from counterparties who have taken the cases to court have been covered by a PLN 315 million impairment loss.

Management Board's report on activities of the PGE Capital Group for the 3-month and 9-month period ended September 30, 2022

AFFIRMATION OF PGE'S RATING BY FITCH AT BBB+ WITH STABLE OUTLOOK

On January 28, Fitch affirmed rating of PGE S.A. at BBB+ with stable perspective. Rating by Fitch reflects PGE's business profile as the largest Polish integrated electric utility with large electricity generation and distribution businesses, and moderate financial leverage. The key positive factors include PGE Group's Strategy, intending transition of the Group's profile towards renewables and low-emission sources, stable revenues from regulated businesses like distribution and capacity market. In addition, the divestment of PGE's coal assets to National Agency for Energy Security, would likely be positive for PGE's credit profile. The potential risk include margin levels in supply segment and a temporary increase in debt related to a high level of investment expenditures.

Moreover, Fitch positively assessed the planned new issue of shares, from which the proceeds are to be spent on development in distribution, renewables and low-emission sources.

PGE's press release:

Affirmation of rating at BBB+

RECOMMENDATION NOT TO PAY DIVIDEND FOR 2021

On March 22, 2022 the Management Board decided on the recommendation not to pay dividend for 2021 to the PGE's shareholders. Decision was taken in accordance with the dividend policy and is a result of analysis of Company's indebtedness, expected capital expenditures and potential acquisitions (in line with the PGE Group's Strategy until 2030 with 2050 perspective), in the context of current market volatility and uncertainty.

Current report of PGE S.A.:

Recommendation not to pay dividend

ASSUMPTIONS FOR THE UPDATE OF POLAND'S ENERGY POLICY 2040

On March 29, 2022, the Council of Ministers adopted assumptions to update Poland's Energy Policy 2040 enhancing energy security and independence, submitted by the Minister of Climate and Environment.

The government updated the assumptions for Poland's Energy Policy 2040 in order to neutralise or reduce risks related to potential crisis situations in the country and internationally. This is also in alignment with the main objective of the energy policy, i.e. to guarantee energy security while ensuring the competitiveness of the economy and reducing the environmental impact of the energy sector.

The present international situation affects many aspects of energy policy and makes it necessary to change the approach to ensuring energy security towards greater diversification and independence. The revision of PEP2040 will aim to choose the right path in the new geopolitical and economic situation, also keeping in mind the protection of consumers from excessive energy price increases and from escalating energy poverty.

The updated PEP2040 must also take into account energy sovereignty, a particular element of which is to ensure rapid independence of the national economy from imported fossil fuels (coal, oil and natural gas) and derivatives (LPG, diesel, petrol, paraffin) from Russia and other countries subject to economic sanctions. The idea is to diversify supplies, invest in production capacities, line infrastructure and storage as well as in alternative fuels.

In the other pillars of Poland's energy policy - just transition, building a zero-carbon system and improving air quality - measures to reduce the demand for fossil fuels from Russia and other countries subject to economic sanctions will be accelerated in order to increase Poland's energy security while aiming to build innovation in the economy and strengthen it.

Key changes in PEP2040:

  • expanding technological diversification and capacities based on domestic sources,
  • further development of renewable energy sources,
  • improving energy efficiency,
  • further diversifying supplies and providing alternatives to hydrocarbons,

  • aligning investment decisions on gas-fired generation capacity with fuel availability,
  • use of coal-fired units,
  • implementation of nuclear energy,
  • development of grids and energy storage,
  • negotiating changes to EU regulations.

SIGNING OF AN AGREEMENT FOR ACQUISITION OF WIND FARMS WITH A TOTAL CAPACITY OF 84.2 MW

On April 1, 2022 PGE Energia Odnawialna S.A. and Vanadium Holdco Limited entered into a conditional sale agreement, under which PGE acquired 100% of the shares in the capital of Collfield Investments sp. z. o.o. ("Collfield"), a company holding of 100% of the shares in SPVs operating three wind farms with a total capacity of 84.2 MW. The condition precedent of the Transaction was obtaining consent of the Office of Competition and Consumer Protection, which was obtained on June 10, 2022. The acquisition by PGE EO S.A. of 100% of shares in the company was closed on June 21, 2022. Transaction value amounted to PLN 939 million. The Transaction value also includes cash in the accounts of Collfield and its subsidiaries in amount of PLN 183 million.

The Transaction is part of the implementation of the PGE Group's Strategy, which assumes, inter alia, over 1 GW of new capacity in onshore wind farms by 2030, including through acquisitions. After the transaction closing, the installed capacity of the PGE Group in this technology increased by 12% up to over 770 MW. The acquisition will enable the PGE Group to maintain the position of the largest domestic producer of electricity from renewable sources.

Current report of PGE S.A.:

Signing of a conditional agreement The fulfilment of the condition precedent Transaction closing

CONTRACT SIGNED FOR IMPLEMENTATION OF BILLING AND CRM SYSTEM FOR PGE GROUP CUSTOMERS

On April 29, 2022, PGE Systemy S.A., a PGE Group company, signed a contract with the contractor A2 Customer Care from Atende S.A. Group selected in the tender - for the development and implementation of the CRM Billing system in the Group.

The order covers implementation of a comprehensive, central IT solution to support key business processes at PGE Group being performed by PGE Obrót S.A. and PGE Dystrybucja S.A., consisting of two billing systems - separate for each of the companies - and a CRM system for PGE Obrót. The new solution will replace the existing billing and CRM systems for customer service at PGE Group. Currently, the acceptance of the analytical phase is underway. The project is expected to be completed in the first half of 2025.

PGE's press release: Contract for implementation of billing and CRM systems

ISSUING A DEBIT NOTE TO THE CONSORTIUM CONSTRUCTING UNIT NO. 7 IN TURÓW POWER PLANT

On May 26, 2022 in connection with failure to meet the availability factor of the unit in Turów power plant in the first year of the guarantee period, PGE GiEK issued a debit note for PLN 562 million to the consortium of Mitsubishi Power Europe Gmbh, TECNICAS REUNIDAS S.A. oraz BUDIMEX S.A. In a letter dated June 9, 2022, the consortium rejected the debit note sent as unfounded and refused to pay the amount requested. The value of the note was fully recognised as a revaluation write-off.

In July 2022, a demand for payment was submitted to the consortium, which was rejected. In October 2022, the consortium applied for mediation.

Current report of PGE S.A.:

Issuing a debit note

IMPLEMENTATION BY PGE PALIWA SP. Z O.O. OF THE DECISION OF THE PRESIDENT OF THE COUNCIL OF MINISTERS CONCERNING THE PURCHASE OF COAL BY HOUSEHOLDS

On July 13, 2022 and August 8, 2022 PGE Paliwa sp. z o.o. (a PGE Group company) received a decision from the Prime Minister intructing the purchase of at least 3 million tonnes of thermal coal with parameters similar to the quality parameters used by households and its import into the country by the end of April 2023. The company is in the process of implementing the decision.

The implementation of the above mentioned decision will result in a temporary increase in PGE Group's cash requirements and a potential temporary increase in debt in connection with the settlement of coal purchase and resale transactions. In the current conditions, the company does not expect the implemented actions to have a material impact on PGE Group's consolidated financial result.

PGE Paliwa sp. z o.o. was also named in the Regulation of the Minister of State Assets of November 2, 2022, on the list of entities authorised to conduct sales of solid fuel to municipalities, as one of six market-entry entities authorised to conduct sales of solid fuel to municipalities for sale under preferential purchase. According to the provisions of the Act of October 27, 2022, on preferential purchase of solid fuel for households, the sale price of solid fuel may not be higher than PLN 1 500 gross. At the same time, the market-entry entity is entitled to compensation in the amount of the product of the quantity of solid fuel and the difference between the justified average unit cost of solid fuel in that period and the average net selling price of solid fuel in that period, plus value added tax.

The Company is currently in the sales process.

SALES OF LIGNITE BY PGE GIEK S.A. TO INDIVIDUAL CUSTOMERS

PGE GiEK S.A. has started selling lignite to individual customers. Thanks to a change in regulations, lignite from Poland's two largest mines in Bełchatów and Turów can be used for heating purposes.

The launch of lignite outlets for individual customers who use coal for their own heating needs, as declared by the Central Emission Evidence for Buildings (CEEB), is made possible by amendments to existing regulations prohibiting the sale of coal for use in households or combustion installations with a rated thermal input of less than 1 MW. The regulations are in force until April 30, 2023.

The start of sales of lignite to household customers complements PGE's offering to the municipal and household sectors and further facilitates customers' access to coal.

Each household that has declared a coal-fired heating source in its CEEB declaration will be able to take advantage of the opportunity to purchase lignite in a limit of 2 to 6 tonnes only from one of the two PGE GiEK S.A. mines, i.e. Turów or Bełchatów. Lignite for individual customers will be sold after prior telephone order and scheduling a collection date.

Retail sales will account for a small percentage of total output and will not affect the continued stable supply of coal to the Bełchatów and Turów power plants. As before, lignite from both mines will primarily be used to produce electricity, covering a large proportion of domestic demand.

CONDITIONAL AGREEMENT FOR SALE OF SHARES IN PGG

On August 3, 2022 a Conditional Agreement was signed for the sale of shares of Polska Grupa Górnicza S.A. (the "Shares Sale Agreement"), ("PGG"). he sellers in the Shares Sale Agreement include: PGE GiEK, ECARB Sp. z o.o., PGNiG Termika S.A., ENEA S.A., Polski Fundusz Rozwoju S.A., Towarzystwo Finansowe Silesia Sp. z o.o. and WĘGLOKOKS S.A., and the purchaser is the State Treasury of Republic of Poland (the "State Treasury").

According to the Shares Sale Agreement, PGE GiEK will sell to the State Treasury all possessed shares in PGG, i.e. 6 000 000 ordinary registered shares (representing 15.32% in the PGG's share capital), for the amount of PLN 1 for all possessed shares. The value of the investment in PGG was fully written down, therefore the transaction will not have a significant impact on future consolidated financial statements of the PGE Capital Group.

The transfer of the ownership of shares will take place provided that the National Support Centre for Agriculture (KOWR) will not exercise the pre-emption right.

On October 7, 2022, PGE GiEK S.A. informed the Ministry of State Assets of the fulfilment of the condition precedent to the execution of an agreement on the sale of PGG shares, concerning the pre-emptive right to purchase PGG shares. The KOWR has not exercised its right.

On October 26, 2022, the Management Board of PGG notified PGE GiEK S.A. of the transfer of PGG shares to the State Treasury in connection with the fulfilment of the terms of the sale agreement.

Current report of PGE S.A.:

Conditional agreement for sale of shares in PGG

INSPECTION PROCEEDINGS CARRIED OUT BY THE OFFICE OF COMPETITION AND CONSUMER PROTECTION AT PGE OBRÓT S.A.

ADDRESS BY THE PRESIDENT OF THE OFFICE OF COMPETITION AND CONSUMER PROTECTION UNDER ART. 49A OF THE ACT ON COMPETITION AND CONSUMER PROTECTION (ADDRESS WITHOUT THE COMMENCEMENT OF PROCEEDINGS)

The subject of the proceedings was the raising of objections by the Office of Competition and Consumer Protection concerning the insufficient presentation of information regarding the offers on the website - the lack of information on the comparison of fees and prices for the promotional offer in relation to the price list resulting from the basic consumer tariff. Furthermore, PGE Obrót S.A. was asked to provide general information on the LUMI brand and noted the need to present an appropriate explanation on the website regarding prices during the anti-inflation shield period.

The recommendations of the Office of Competition and Consumer Protection have been implemented and there is no threat of a penalty against the company.

OFFICE OF COMPETITION AND CONSUMER PROTECTION INVESTIGATIONS/PROCEEDINGS FOR RECOGNITION OF STANDARD TERMS AND CONDITIONS AS PROHIBITED

The Office of Competition and Consumer Protection called on PGE Obrót S.A. to provide explanations regarding the content of the terms and conditions of the offers, concerning the provisions on the calculation of contractual penalties, and to submit the relevant terms and conditions. Through a decision of June 20, 2022, as a result of the investigation, proceedings were initiated to declare the provisions of the template as prohibited.

In the event of an unfavourable decision in the above case, there is a risk of a penalty of up to 10% of the company's annual turnover. At the same time, the company has started to cooperate with the Office of Competition and Consumer Protection in order to end the case amicably, on the basis of art. 23c of the Act on Competition and Consumer Protection (voluntary undertaking by an entrepreneur to take or abandon certain actions aimed at ending a violation of a prohibition), without imposing a penalty.

In cooperation with the Office of Competition and Consumer Protection, the content of the company's obligation to communicate to consumers and return the contractual penalties accrued and paid in the period covered by the proceedings was developed. As a result, the authority will issue a decision corresponding to the content of the commitment without imposing an administrative penalty.

IMPAIRMENT TESTS ON PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS, RIGHT-OF-USE ASSETS AND GOODWILL

Property, plant and equipment is PGE Group's most significant group of assets. Due to variable macroeconomic conditions PGE Group regularly verifies indications of impairment for its assets. When assessing the market situation PGE Group uses both its own analytical tools and support from independent analytical centres. In previous reporting periods, PGE Group recognised substantial impairment allowances of property, plant and

equipment of Conventional Generation segment and the Renewables segment. An impairment loss that had been recognised in the Renewables segment was also reversed in previous reporting periods.

The Group analysed impairment indications and identified factors that could result in changes to the asset values in the above segments as at June 30, 2022.

The results of tests for impairment of property, plant and equipment are presented in Note 3 to the consolidated financial statements.

PRICES OF ELECTRICITY AND HEAT

ELECTRICITY MARKET

Due to the energy market crisis, the legislator has decided to introduce regulations that temporarily introduce exceptional solutions for electricity prices and tariffication in 2023.

On October 18, 2022, the Act of October 7, 2022, on special measures to protect electricity consumers in 2023 in connection with the situation on the electricity market (Act for Households) entered into force and on November 4, 2022, the Act of October 27, 2022, on emergency measures to limit the level of electricity prices and support certain consumers in 2023 (Emergency Measures Act) entered into force.

Pursuant to the Act for households, an electricity trading company is required to apply to the aforementioned customers prices equal to those contained in the tariff in force on January 1, 2022 for individual tariff groups up to certain consumption limits:

  • up to 2.0 MWh per year for all households,
  • up to 2.6 MWh per year for households with people with disabilities,
  • up to 3.0 MWh per year for households with the Big Family Card and for farmers.

Once the consumption limits for household consumers are exceeded, a maximum price of 693 PLN/MWh (price excluding VAT and excise duty) will be used for billing in accordance with the Emergency Measures Act. This means that electricity prices have been fixed by law and therefore in 2023 the tariffs approved by the President of the Energy Regulatory Office will not have a direct impact on electricity prices for households.

Additionally, in accordance with the Emergency Measures Act, the maximum electricity price for other eligible customers is set at 785 PLN/MWh (price excluding VAT and excise duty). This price will, in principle, apply from December 1, 2022 to December 31, 2023. The maximum price limit for eligible customers also applies to electricity sales agreements concluded or amended after February 23, 2022, in which case the maximum price will also apply to settlements for the period from the date of conclusion or amendment of these agreements until November 30, 2022. Electricity companies have been required to make systematic refunds resulting from the application of the maximum prices until the end of 2023.

Electricity trading companies, in accordance with the implemented regulations, will be entitled to compensation for applying electricity prices in their settlements with household customers at the same level as on January 1, 2022. The compensation will be the product of the electricity consumed at the point of consumption, up to the maximum consumption limits entitling customers to apply to them the prices from 2022 and the difference between the price of electricity resulting from the electricity tariff approved by the President of the Energy Regulatory Office for 2023 and the electricity prices approved in the tariff for 2022. In turn, for applying the maximum price of PLN 693/MWh in settlements with household customers, trading companies will be entitled to compensation in the amount of the product of the volume of electricity consumed in a given month and the difference between the reference price and the maximum price, for each energy point. The reference price will be the price of electricity resulting from the electricity tariff approved by the President of URE for 2023. Compensation will also be due for the use of maximum prices in settlements with other eligible entities. In this case, in principle, the reference price for compensation payments will be calculated on the basis of electricity prices in exchange contracts and the prices of electricity purchased for sale to eligible customers, plus the cost of redemption of energy certificates of origin and a margin.

It is currently not possible to estimate the amount of future compensation for trading companies, as the tariff prices for 2023, which will affect the calculation of compensation, are not yet known. Nonetheless, the mechanisms introduced in the Act for Households and the Emergency Measures Act should as a rule compensate trading companies for the price reduction.

PGE Group's financial position from December 1, 2022 to December 31, 2023 will also be affected by the provisions of the Emergency Measures Act, which provide for the requirement to make monthly contributions to the account of the Price Difference Payment Fund (Fund) by electricity producers and power companies that are engaged in the business of electricity trading. The contribution to the Fund will be the product of the volume of electricity sales and the positive volume-weighted average difference of the market price of electricity sold and the volume-weighted average of the price cap of electricity sold, as regulated in the Regulation of the Council of Ministers of November 8, 2022 on the method of calculating the price cap.

A different way of calculating the price cap has been defined for individual generation sources:

  • for units generating energy from lignite and hard coal, the price limit takes into account, among other things, the unit cost of fuel consumed, the cost of CO2 emission allowances, the efficiency of the generating units, a margin and a certain level of investment allowance and coverage of fixed costs of 50 PLN/MWh,
  • for units generating energy from RES, the price limit is determined with reference to the reference price referred to in the Renewable Energy Sources Act, whereby for hydroelectric power plants the price limit will be 40% of this reference price.

For electricity trading companies, on the other hand:

  • for energy sold to final consumers, the price limit is the product of the volume-weighted average price of electricity purchased on a given day and a margin defined as 1.035 or 1.03 (plus the unit cost of redemption of certificates of origin),
  • for energy sold to customers other than final consumers, the price limit is the product of the volumeweighted average price of energy purchased on a given day and the margin defined as 1.015 or 1.01.

As at the date of publication of this report, PGE Group's analyses of the impact of these regulations on the Group's future results are not completed.

HEAT MARKET

The provisions of the Energy Law introducing the so-called simplified tariffing method and the provisions of the Regulation of the Minister of Climate of April 7, 2020 on detailed rules for shaping and calculating tariffs and settlements for heat supply are the legal basis for determining the planned revenue from heat sales for the purpose of calculating prices and fee rates in the heat tariff for cogeneration units.

The simplified heat tariffing method is based on the average selling price of heat from non-CHP generation units (i.e. heat plants), broken down by fuel used, which is carried forward with a delay of almost two years and forms the basis for establishing the reference price for CHP units.

A delay in the transfer of significant costs may result in an inability to cover the costs of heat generation in CHP units on an on-going basis.

The heat market situation is mainly driven by:

  • limitations of the simplified tariffing method, which does not reflect the current situation on e.g. the fuel market; in addition, despite the regulatory changes in the area of tariffs taking place this year, there is still no possibility of increasing the reference index for units commissioned after November 3, 2010,
  • planned amendment to the Regulation on detailed rules for shaping and calculating tariffs and billing for heat supply, which on the one hand it allows cogeneration units commissioned prior to November 3, 2010 to take into account in the reference price the reference index announced by the President of URE on March 31, 2022, but on the other hand it introduces the possibility of a downward adjustment of the tariff,
  • the planned regulations issued annually on the basis of the Act on the Promotion of Electricity from High Efficiency Cogeneration, which, as proposed by the competent authority, do not reflect the market prices of fuels and CO2, which directly affects the reference value for new, substantially modernised and existing gas-fired cogeneration units in 2023,
  • unstable macroeconomic environment, fuel prices and unavailability, price of CO2.

The announcements made by competent authorities mean that CHP plants are currently operating in an environment of not only market uncertainty, but also legal and regulatory uncertainty.

MARGIN DEPOSITS

In connection with their forward transactions on the power exchange TGE, for which the underlying commodity is electricity and gas, PGE Group companies are required to put up margin deposits, which constitutes the basic element of the clearing guarantee system for forward markets. The margins are lodged by entities opening positions in futures contracts and their task is to secure the risk related to cleared futures and forward transactions.

Margin deposits consist of an initial margin and a variation margin. In determining the required value of the margin, the clearinghouse (IRGiT) takes into account the possible compensation between the initial and variation margins.

The variation margin is responsible for the on-going alignment of the portfolio value with market values, can take positive (surplus) as well as negative values (margin requirement) and is subject to daily updates. The clearinghouse accepts both monetary and non-monetary collateral - bank guarantees, CO2, property rights, sureties and declaration of submission to enforcement in the form of a notarial deed in accordance with Art. 777 of the Civil Code.

PGE Group companies benefit from the possibility of mutual offsetting within the Group.

Despite the significant increase in the amount of collateral deposits in the recent period, no threat has been identified.

Recently, the amount of collateral deposits has increased significantly, but their level has been monitored on an ongoing basis and did not pose a threat to the ability to service the liabilities of PGE Capital Group companies. The PGE Group also used many non-cash collaterals available, in accordance with the IRGiT regulations, in order to minimise collaterals in the form of cash.

As of September 1, 2022, IRGiT introduced changes to settlements regarding the order and rules for recognising non-cash collateral. The revised provisions indicate that the declarations of submission to enforcement, including the surety provided as security, are recognised first of all non-cash collaterals posted and reduce the value of the required collaterals, which form the base for the calculation of recognizing other non-cash collaterals.

PGE Group also enters into forward transactions on ICE Exchange, for which the underlying instrument is CO2 emission allowances. Margin deposits are required to secure open positions in futures contracts. The margins consist of the Initial Margin and the daily adjustment of the price to the market settlement value (Variation Margin). For a long position, a fall in the current day's clearing prices compared to the previous day's clearing prices means the necessity to make Variation Margin deposits, while an increase in prices compared to the previous day means that you will receive a Variation Margin.

The PGE Group makes settlements related to CO2 trading on an ongoing basis.

AGREEMENT FOR DISPOSAL OF SHARES IN SUBSIDIARIES

On September 23, 2022, PGE S.A. signed agreements with PGE GiEK S.A. for the disposal of shares in the companies: BESTGUM POLSKA, BETRANS, ELMEN, ELTUR-SERWIS, MegaSerwis and RAMB. Thus, PGE GiEK S.A. acquired the ownership of 100% of shares in these companies.

The companies provide services to PGE Group mines and power plants. After the separation of the coal assets, they will perform tasks for NABE.

AGREEMENT WITH PGNIG FOR GAS SUPPLIES

On September 30, 2022, PGE Energia Ciepła S.A., PGE Toruń S.A., KOGENERACJA S.A. and PGE Gryfino 2050 Sp. z o.o. concluded a framework agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. ("PGNiG") for sale of gas fuel (the "Agreement") along with individual contracts related to gas supplies for 10 generating units of PGE Group.

The estimated value of the individual contracts, for period October 1, 2022 – December 31, 2025, amounts to approx. PLN 23 billion. The pricing formula will be based on gas market price indices.

The gas supply agreement will contribute to ensuring Poland's energy security for the coming years and is a guarantee of stable energy and heat supplies to customers. The contracted fuel will supply both CHP plants where, in accordance with the strategy, the decarbonisation process is being carried out, as well as new gas and steam units under construction.

Current report of PGE S.A.:

PGE Group companies concluded agreement with PGNiG for gas supplies

SIGNING OF A LETTER OF INTENT REGARDING A COOPERATION REGARDING THE DEVELOPMENT OF A NUCLEAR POWER PLANT

on October 31, 2022 PGE S.A. signed with Korea Hydro & Nuclear Power Co. Ltd. and ZE PAK S.A. a letter of intent, the aim of which is to start cooperation as part of the strategic Polish-Korean project to build a nuclear power plant in Pątnów. The parties have decided to start the cooperation in order to develop plan for the nuclear power plant based on the Korean technology APR1400, particularly to perform analysis of data regarding geotechnical, seismic and environmental conditions, develop an estimated budget for the preparatory work, construction phase and production phase along with the proposed Project financing model as well as to create an expected Project implementation schedule along with the definition of dates for key milestones. The parties intend to prepare a development plan by the end of 2022 u.

Pątnów area is indicated in the Energy Policy of Poland until 2040 and in the Polish Nuclear Power Programme as one of four possible locations of nuclear power plant in Poland.

Current report of PGE S.A.:

Signing of a letter of intent regarding a cooperation regarding the development of a nuclear power plant

4. Other elements of the report

Significant changes in organisation of the Capital Group

Changes which occurred in the PGE Capital Group's structure in the period from January 1, 2022 until the publication date of this report, are presented in note 1.3 to consolidated financial statements and described below.

ESTABLISHMENT OF COMPANIES

Segment Entity Date of
establishment/
registration in the
National Court
Register (NCR)
Comment
Other operations PGE Inwest 20 sp.
z
o.o.
PGE Inwest 21 sp. z o.o.
PGE Inwest 22 sp.
z
o.o.
PGE Inwest 23
sp. z o.o.
PGE Inwest 24 sp.
z
o.o.
PGE Inwest 25 sp. z o.o.
March 2, 2022
March 2, 2022
March 2, 2022
March 24, 2022
March 16, 2022
March 3, 2022
On October 4, 2021 PGE S.A. set up 6 one-person limited liability companies with headquarters in
Warsaw with names: PGE Inwest 20 sp. z o.o., PGE Inwest 21 sp. z o.o., PGE Inwest 22 sp. z o.o.,
PGE Inwest 23 sp. z o.o., PGE Inwest 24 sp. z o.o. and
PGE Inwest 25 sp. z
o.o. Share capital of
the companies amount to PLN 25
000 each.

ACQUSITION OR DISPOSAL OF SHARES BY THE COMPANIES

Segment Shares of the company Date of transaction/
registration in the
NCR
Comment
Renewables Elektrownia Wiatrowa
Baltica-4 sp. z o.o.
("EWB
4"), Elektrownia
Wiatrowa Baltica-5
sp.
z
o.o. ("EWB
5")
and
Elektrownia Wiatrowa
Baltica-6 sp. z o.o.
("EWB
6") –
sale by PGE
S.A. of 33.8% shares
in
EWB
4, EWB
5
and
EWB
6 (conditional
share sale agreement)
November 18, 2021
The ownership of
the shares in EWB
4, EWB 5 and EWB
6 was transferred to
ENEA S.A. on
August 1, 2022
On November 18, 2021 a conditional agreement was signed between PGE S.A. as vendor and ENEA
S.A., based in Poznań, as buyer to sell some of the shares held by PGE S.A. in EWB 4, EWB 5 and
EWB 6, i.e. 95 shares of EWB 4, 95 shares of EWB 5 and 422 shares of EWB 6, with a total nominal
value of PLN 95
000 in the case of EWB 4, PLN 95
000 in the case of EWB 5 and PLN 422
000 in
the case of EWB 6, constituting 33.8% of the share capital of EWB 4, EWB 5 and EWB 6,
respectively. The entry of this conditional share sale agreement into force and transfer of ownership
to ENEA
S.A.
were
subject to compliance with conditions precedent.
Renewables PGE Baltica 4 sp. z o.o.
with its seat in Warsaw
("PGE Baltica 4") –
sale by
PGE S.A. of 44.96% shares
in PGE Baltica 4
(conditional share sale
agreement)
November 18, 2021
The ownership of
the shares in PGE
Baltica 4 was
transferred to
TAURON Polska
Energia S.A. on
September 27,
2022
On November 18, 2021 a conditional agreement was signed between PGE S.A. as vendor and
TAURON Polska Energia S.A. as buyer to sell some of the shares held by PGE S.A. in PGE Baltica 4,
i.e 526 shares, with a total nominal value of PLN 526
000, constituting 44.96% of the share capital.
The entry of this conditional share sale agreement into force and transfer of ownership to TAURON
Polska Energia S.A.
were subject to compliance with conditions precedent.
Other
Operations
Elbest sp. z o.o. with its
seat in Bełchatów
("Elbest") –
sale by PGE
S.A. of 100% shares in
Elbest (conditional share
sale agreement)
December 15, 2021
On March 4, 2022,
the ownership title
was transferred to
PHH.
On December 15, 2021 a conditional agreement was signed between PGE S.A. as vendor and Polski
Holding Hotelowy sp. z o.o. based in Warsaw as buyer to sell all the shares held by PGE S.A. in
Elbest, i.e.
116
812 shares, with a total nominal value of PLN 116
812
000, constituting 100% of
the share capital. The entry of this conditional share sale agreement into force and transfer of
ownership to PHH was
subject to compliance with conditions precedent. After meeting the
conditions precedent, on March 4, 2022, the ownership of the above-mentioned Elbest shares was
transferred to PHH.
Other
Operations
4Mobility S.A. with its seat
in Warsaw ("4Mobility") –
increase of the share
capital of 4Mobility and
acquisition of all new
shares by another
shareholder, i.e. by
EFF
B.V. (the Netherlands)
January 14, 2022/
July 15, 2022
On January 14, 2022 the Extraordinary General Meeting of 4Mobility adopted resolutions to increase
share capital from PLN 364
316 to PLN 494
316, i.e. by PLN 130
000, through the issue of
1
300
000 ordinary shares series H, with a nominal value of PLN 0.10 each. All of the new shares
were offered by way of a private subscription to EFF B.V., based in Maastricht (Netherlands) –
the
existing shareholder of 4Mobility. As a result of the share capital increase, PGE Nowa Energia sp. z
o.o. in liquidation
stake in 4Mobility decreased from 51.47% to 37.93%, meaning that PGE Nowa
Energia sp. z o.o.
in liquidation
is no longer the parent company of 4Mobility.

Segment Shares of the company Date of transaction/
registration in the
NCR
Comment
Renewables Mithra A sp. z o.o. with its
seat in Poznań,
Mithra B sp. z o.o. with its
seat in Poznań,
Mithra L sp. z o.o. with its
seat in Poznań,
Mithra V sp. z o.o. with its
seat in Warsaw
(Mithra companies) –
acquisition by PGE Energia
Odnawialna S.A. 100%
shares in the share capital
of Mithra companies (share
sale agreements)
February 4, 2022 On February 4, 2022 PGE Energia Odnawialna S.A. as a buyer and and a natural person (sole
partner of Mithra companies) as the seller concluded 4 share sale
agreements in Mithra companies,
i.e. 100 shares in Mithra companies, with a total nominal value of PLN 400 000 in case of Mithra A
sp. z o.o., PLN 328 000 in case of Mithra B sp. z o.o., PLN 200
000 in case of Mithra
L sp. z o.o.
and
PLN 5
000 in case of Mithra V sp. z o.o., constituting 100% in the share capitals of Mithra
companies. Transfer of ownership of shares to PGE Energia Odnawialna S.A. took place on February
4, 2022.
Other
Operations
Towarzystwo Funduszy
Inwestycyjnych Energia
S.A. with its seat in
Warsaw
(TFI Energia) –
sale by PGE S.A. of 100%
shares in TFI Energia
(preliminary share sale
agreement)
March 17, 2022
The ownership of
the shares was
transferred to PZU
on July 15, 2022
On March 17, 2022 PGE S.A. as a seller and Powszechny Zakład Ubezpieczeń S.A. as a buyer signed
a preliminary share sale agreement for sale of 100% shares in TFI Energia held by PGE S.A. The
finalization of the sale of shares required
the approvals of the Polish Financial Supervision Authority
and the President of the Office of Competition and Consumer Protection.
Renewables Collfield Investments
sp.
z
o.o. with its seat
in
Cracow –
acquisition by
PGE Energia Odnawialna
S.A. 100% shares in
Collfield Investments
holding 100% of the
shares in 3 SPVs
April 1, 2022
The ownership of
the shares was
transferred to PGE
Energia Odnawialna
S.A. on June 21,
2022
On April 1, 2022 PGE Energia Odnawialna S.A. as a buyer and Vanadium Holdco Limited as a seller,
belonging to Green Investment Group Fund, which in turn is part of a global fund Macquarie with
its seat in Australia, signed a conditional share sale agreement, under which PGE acquired
100%
of the shares in the
capital of Collfield Investments, a company holding of 100% of the shares in
SPVs operating three wind farms with a total capacity of 84.2 MW, i.e. in companies Future
Energy
sp.
z
o.o., "Elwiatr Pruszyński" sp. z o.o. and Radzyn Clean Energy Poland sp. z o.o. The
condition precedent of the Transaction was obtaining consent of the Office of Competition and
Consumer Protection.
Other
Operations
Przedsiębiorstwo Usługowo
-
Handlowe "Torec"
sp.
z
o.o. with its seat
in
Toruń (PUH Torec) –
sale by PGE Toruń S.A.
100% shares in PUH Torec
(conditional share sale
agreement)
April 4, 2022 On April 4, 2022 a conditional sale agreement was concluded for all of the assets owned by PGE
Toruń S.A. (PGE Energia Ciepła S.A. holds 100% of the company's shares) shares in PUH Torec.
The conditions for the transfer of ownership of shares specified in the above-mentioned the
agreement, i.e. the transfer of the sale
price to the seller and the adoption of a resolution on the
redemption of shares by the Shareholders' Meeting of PUH Torec, have been fulfilled, therefore,
from April 21, 2022, PUH Torec is not part of the PGE Capital Group.

Segment Shares of the company Date of transaction/
registration in the
NCR
Comment
- Polska Grupa Górnicza S.A.
with its seat in Katowice
(PGG) –
sale by PGE GiEK
S.A. of all shares in PGG
(conditional share sale
agreement)
August 3, 2022
On October 25,
2022, a change was
made in the register
of shareholders of
PGG
On August 3, 2022, a conditional agreement was concluded between all PGG shareholders, including
PGE GiEK S.A. and the State Treasury, for the sale to the State Treasury of all PGG shares,
representing 100% of PGG's share capital. As a result of the concluded conditional share sale
agreement, PGE GiEK S.A.
sold
shares representing 15.32% in the share capital of PGG. The
transfer of the ownership of shares will take place provided that the National Support Centre for
Agriculture (KOWR) will not exercise the pre-emption right, pursuant to art. 3a section 4 of
the Act
of April 11, 2003 on the shaping of the agricultural system, within the period specified in Art. 3a
sec. 4 of this Act

this condition has been met.
Conventional
Generation
BESTGUM POLSKA
sp.
z
o.o. with its seat in
Rogowiec (BESTGUM
POLSKA),
BETRANS sp. z o.o. with its
seat in Kalisko
(BETRANS),
ELMEN sp. z o.o. with its
seat in Rogowiec
(ELMEN),
ELTUR-SERWIS sp. z o.o.
with its seat in Bogatynia
(ELTUR-SERWIS),
MegaSerwis sp. z o.o. with
its seat in Bogatynia
(MegaSerwis),
RAMB sp. z o.o. with its
seat in Piaski
(RAMB)
(jointly as companies)

sale by
PGE S.A. of
100% shares in the share
capital of the companies
(share sale agreements) –
intragroup transaction
September 23,
2022
On September 23, 2022 PGE S.A. (sole shareholder of the companies) as a seller
and
PGE GiEK
S.A. as a buyer signed 6 share sale agreements
in companies, representing 100% shares in the
share capital of the companies, i.e.:
1)
16
784 shares in
BESTGUM POLSKA, with a nominal value of PLN
16
784
000,
2)
32
157 shares in
BETRANS,
with a nominal value of PLN 16
078
500,
3)
4
440 shares in
ELMEN, with a nominal value of PLN 999
000,
4)
69
749 shares in ELTUR-SERWIS, with a nominal value of PLN 34
874
500,
5)
2
100 shares in
MegaSerwis, o with a nominal value of PLN 2
100
000,
6)
38
926 shares in
RAMB, with a nominal value of PLN 38
926
000.
The ownership of the shares was transferred to PGE GiEK S.A. took place on
September 23, 2022.
Conventional
Generation
Energoserwis Kleszczów
sp. z o.o. with its seat in
Rogowiec
(Energoserwis
Kleszczów) –
sale by
PGE
GiEK S.A. of all possessed
shares in Energoserwis
Kleszczów to
PGE
S.A.
October 25, 2022 On October 25, 2022
PGE GiEK S.A. as a seller
and PGE S.A. as a buyer signed share sale agreement
concerning all possesses by
PGE
GiEK S.A. shares in
Energoserwis Kleszczów, i.e. 2
040 shares,
with a total nominal value of PLN
204
000, representing
51% in the share capital. The ownership
of the shares was transferred to PGE S.A. on October 25, 2022.

Segment Shares of the company Date of transaction/
registration in the
NCR
Comment
(share sale agreement) –
intragroup transaction

INCREASE OF SHARE CAPITAL OF SUBSIDIARIES

Segment Entity Date of registration in
the NCR
Comment
Renewables PGE Baltica 1 sp. z o.o.
(currently: Elektrownia
Wiatrowa Baltica-8
sp.
z
o.o.)
January 12, 2022 On November 4, 2021 the Extraordinary Assembly of Partners of PGE Baltica 1 sp. z o.o. adopted
resolution on a share capital increase from PLN 20
000 to PLN 986
000, i.e. by PLN 966
000,
through issue of new 966 shares of the company with a nominal value of PLN 1 000 each. The
share capital increase was taken up and paid by PGE S.A. in cash. PGE S.A. holds 100% in the
share capital.
Renewables PGE Baltica 2 sp. z o.o. May 24, 2022 On December 20, 2021 the Extraordinary Assembly of Partners of PGE Baltica 2 sp. z o.o. adopted
resolution on a share capital increase from PLN 606
216
000 to PLN 610
358
000, i.e. by PLN
4
142
000, through issue of new 4
142 shares of the company with a nominal value of PLN 1 000
each. The share capital increase was taken up and paid by PGE S.A. in cash. PGE S.A. holds 100%
in the
share capital.
Renewables PGE Baltica 3 sp. z o.o. June 2, 2022 On December 20, 2021 the Extraordinary Assembly of Partners of PGE Baltica 3 sp. z o.o. adopted
resolution on a share capital increase from PLN 774
491
000 to PLN 782
304
000, i.e. by PLN
7
813
000, through issue of new 7
813 shares of the company with a nominal value of PLN 1 000
each. The share capital increase was taken up and paid by PGE S.A. in cash. PGE S.A. holds 100%
in the share capital.
Renewables PGE Baltica 5 sp. z o.o. June 2, 2022 On December 20, 2021 the Extraordinary Assembly of Partners of PGE Baltica 5 sp. z o.o. adopted
resolution on a share capital increase from PLN 46
768
000 to PLN 53
853
000, i.e. by PLN
7
085
000, through issue of new 7
085 shares of the company
with a nominal value of PLN 1 000
each. The share capital increase was taken up and paid by PGE Baltica 3 sp. z o.o. in cash. PGE
Baltica 3 sp. z o.o. holds 100% in the share capital .
Renewables PGE Baltica 6 sp. z o.o. May 12, 2022 On December 20, 2021
the Extraordinary Assembly of Partners of PGE Baltica 6 sp. z o.o. adopted
resolution on a share capital increase from PLN 36
516
000 to PLN 39
933
000, i.e. by PLN
3
417
000, through issue of new 3
417 shares of the company with a nominal value of PLN 1 000
each. The share capital increase was taken up and paid by PGE Baltica 2 sp. z o.o. in cash. PGE
Baltica 2 sp. z o.o. holds 100% in the share capital.
Renewables PGE Soleo 1 sp. z o.o.
(currently: PGE Soleo
Kleszczów sp.
z o.o.)
May 12, 2022 On December 21, 2021, the Extraordinary Assembly of Partners of PGE Soleo 1 sp.z o.o. adopted
resolutions on the amendment of the Founding Deed (change of the company's name to PGE Soleo
Kleszczów sp.z o.o. and its seat to Kleszczów) and on the increase of the company's share capital
from PLN 100 000 to PLN 4
200 000, i.e. by PLN 4 100 000, through the creation of new 4 100

company shares with a par value of PLN 1 000 each. The increase in the company's share capital
was acquired as follows:
PGE Energia Odnawialna S.A. took up 2 000 newly issued shares with a nominal value of PLN 1
000 each, with a total nominal value of PLN 2
000 000 and covered them in full with a cash
contribution of PLN 2
000 000,
Kleszczów commune acquired 2 100 newly issued shares with a nominal value of PLN 1 000 each,
with a total nominal value of PLN 2
100 000 and covered them in full with a cash contribution of
PLN 2
100 000.
As a result of the above-mentioned acquisition of shares in the company and increase of the share
capital of the company, PGE Energia Odnawialna S.A. and the Kleszczów Commune hold shares in
the company, each representing 50% of the share capital, and the company currently has the
status of a jointly controlled company. Currently, the company's name is: PGE Soleo
Kleszczów
sp. z o.o., and it seat is Kleszczów (Kleszczów commune, łódzkie voivodship).
Renewables Elektrownia Wiatrowa
Baltica-2 sp. z o.o.
April 20, 2022 On December 23, 2021 the Extraordinary Assembly of Partners of Elektrownia Wiatrowa Baltica
2 sp.
z o.o. adopted resolution on a share capital increase from PLN 199
895
000 to PLN
199
905
000, i.e. by PLN 10
000, through issue of new 20 shares of the company with a nominal
value of PLN 500 each. The increase in the company's share capital was acquired and paid for by
the company's current shareholders as follows:
PGE Baltica 6 sp. z o.o. took up 10 shares and covered them with a cash contribution of PLN

5
000, i.e. at the nominal value of these shares,

Ørsted Baltica 2 Holding sp. z o.o. with its seat in Warsaw
took up 10 shares and covered them
with a cash contribution of PLN 69
572
451.01, where the excess of the value of the contribution
made over the nominal value of the shares taken up in the amount of PLN 69
567
451.01 was
transferred to the company's supplementary capital (agio), in accordance with Art. 154 § 3 of
the Commercial Companies Code.
PGE Baltica 6 sp. z o.o. and Ørsted Baltica 2 Holding sp. z o.o.
each own 50% of the share capital
of Elektrownia Wiatrowa Baltica-2 sp. z o.o.
Renewables Elektrownia Wiatrowa
Baltica-3 sp. z o.o.
May 27, 2022 On December 23, 2021
the Extraordinary Assembly of Partners of Elektrownia Wiatrowa Baltica-3
sp. z o.o. adopted resolution on a share capital increase from PLN 254
844
000 to PLN
254
854
000, i.e.
by PLN 10
000 PLN, , through issue of new 20 shares of the company with a
nominal value of PLN 500 each. The increase in the company's share capital was acquired and
paid for by the company's current shareholders as follows:

PGE Baltica 5 sp. z o.o. took up 10 shares and covered them with a cash contribution of PLN
5
000, i.e. at the nominal value of these shares,

Ørsted Baltica 3 Holding sp. z o.o. with its seat in Warsaw
took up 10 shares and covered them
with a cash contribution of PLN 71
454
737.75 PLN, where the excess of the value of the
contribution made over the nominal value of the shares taken up in the amount of PLN
71
449
737.75 PLN was transferred to the company's supplementary capital (agio), in
accordance with Art. 154 § 3 of the Commercial Companies Code.
PGE Baltica 5 sp. z o.o. and Ørsted Baltica 3 Holding sp. z o.o. each own 50% of the share capital
of Elektrownia Wiatrowa Baltica-3 sp. z o.o.

Other Operations PGE Inwest 14 sp. z o.o. April 13, 2022 On February 8, 2022 the Extraordinary Assembly of Partners of the company adopted resolution
on a share capital increase from PLN 4
434 000 to PLN 7 434
000, i.e. by PLN 3
000
000. The
share capital increase was taken up and paid by PGE S.A. in cash. PGE S.A. holds 100% in the
share capital.
Other Operations PGE Inwest 12 sp.
z
o.o.
June 6, 2022 On April 6, 2022 the Extraordinary Assembly of Partners of the company adopted resolution on
a share capital increase from PLN 50
000
PLN to PLN 3 550
000, i.e. by PLN 3
500
000
PLN. The
share capital increase was taken up and paid by PGE S.A. in cash. PGE S.A. holds 100% in the
share capital.
Renewables Elektrownia Wiatrowa
Baltica-2 sp. z o.o.
November 4, 2022 On June 30, 2022 the Extraordinary Assembly of Partners of Elektrownia Wiatrowa Baltica-2 sp.
z o.o. adopted resolution on a share capital increase from PLN 199
905
000 PLN to PLN
199
915
000 PLN, i.e. by PLN 10
000, through issue of new 20 shares of the company with a
nominal value of PLN 500 each. The increase in the company's share
capital was acquired and
paid for by the company's current shareholders as follows:
PGE Baltica 6 sp. z o.o. took up 10 shares and covered them with a cash contribution of PLN 5
000,
i.e. at the nominal value of these shares,
Ørsted Baltica 2 Holding sp.
z o.o. with its seat in Warsaw took up 10 shares and covered them
with a cash contribution of DKK 30
425
917.09 and PLN 20
281
653.04 PLN, where the excess of
the value of the contribution made over the nominal value of the shares taken up in the amount
of PLN 38
716
602.79 was transferred to the company's supplementary capital (agio), in
accordance with Art. 154 § 3 of the Commercial Companies Code.
PGE Baltica 6 sp. z o.o. and Ørsted Baltica 2 Holding sp. z o.o.
each own 50% of the share capital
of Elektrownia Wiatrowa Baltica-2 sp. z o.o.
Renewables Elektrownia Wiatrowa
Baltica-3 sp. z o.o.
October 19, 2022 On June 30, 2022 the Extraordinary Assembly of Partners of Elektrownia Wiatrowa Baltica-3 sp.
z o.o. adopted resolution on a share capital increase from PLN 254
854
000 to PLN 254
864
000,
i.e. by PLN 10
000, through issue of new 20 shares of the company with a nominal value of PLN
500 each. The increase in the company's share capital was acquired and paid for by the company's
current shareholders as follows:
PGE Baltica 5 sp. z o.o. took up 10 shares and covered them with a cash contribution of PLN
5
000, i.e. at the nominal value of these shares,
Ørsted Baltica 3 Holding sp. z o.o. with its seat in Warsaw took up 10 shares and covered them
with a cash contribution of DKK 26
482
822.99 and PLN 9
620
352.12, where the excess of the
value of the contribution made over the nominal value of the shares taken up in the amount of
PLN 25
665
547.87 was transferred to the company's supplementary capital (agio), in accordance
with Art. 154 § 3 of the Commercial Companies Code .
PGE Baltica 5 sp. z o.o. and Ørsted Baltica 3 Holding sp. z o.o. each own 50% of the share capital
of Elektrownia Wiatrowa Baltica-2 sp. z o.o.
Renewables Elektrownia Wiatrowa
Baltica-1 sp. z o.o.
September 19, 2022 On July 14,
2022 the Extraordinary Assembly of Partners of Elektrownia Wiatrowa Baltica-1 sp. z
o.o. adopted resolution on a share capital increase from PLN 32
545
000 to PLN
99
545
000, i.e.
by PLN 67
000
000, through issue of new 134
000 shares of the company with a nominal value
of PLN 500 each. The increase in the company's share capital was acquired and paid for by PGE
S.A. in cash. PGE S.A. holds 100% in the share capital.

Other Operations PGE Inwest 12 sp. z o.o. September 21, 2022 On August 1,
2022 the Extraordinary Assembly of Partners of the company adopted resolution
on a share capital increase from PLN 3
550
000
PLN to PLN 6
196
000
PLN, i.e. by PLN
2
646
000. The increase in the company's share capital was acquired and paid for by PGE S.A. in
cash. PGE S.A. holds 100% in the share capital.

ADDITIONAL PAYMENTS FOR COMPANIES SHARES

Segment Entity Transaction date Comment
Other Operations PGE Inwest 12
sp.
z
o.o.
March 21 –
30, 2022
On March 21,
2022 the Extraordinary Assembly of Partners of the company adopted a resolution
to obligate the sole shareholder of the company, i.e. PGE S.A., to make an additional payment to
its shares within the meaning of Article 177 of the Commercial Companies Code,
in the total
amount of PLN 30
000, i.e. in the amount of PLN 600 to each share held by PGE S.A., by April 30,
2022. In accordance with the above resolution of the Extraordinary Assembly of Partners, the
additional payment was made by PGE S.A. on March 30,
2022.
Renewables PGE Klaster
sp. z o.o.
March 23, 2022 (return
of additional payments
by December 31,
2026)
On March 23, 2022 the Extraordinary Assembly of Partners of the company adopted a resolution
on the return of additional payments in the amount of PLN 248
000 000 contributed by the sole
shareholder of the company, i.e. PGE Energia Odnawialna S.A., imposed by the resolutions of the
Company's Assemblies of Partners of March 29, 2018, October 23, 2018 and July 2, 2019. The
refunds will be made in quarterly instalments in the amount of PLN 70
000 000 in the first quarter
of 2022, i.e. until March 31, 2022, and then PLN 10
000 000 in each subsequent quarter, starting
from April 1, 2022, until the payments are fully repaid no later than December 31, 2026.
Other Operations PGE Inwest 9
sp.
z
o.o.
March 28 –
30, 2022
On March 28, 2022 the Extraordinary Assembly of Partners of the company adopted a resolution
to obligate the sole shareholder of the company, i.e. PGE S.A., to make an additional payment to
its shares within the meaning of Article 177 of the Commercial Companies Code, in the total
amount of PLN 60
000, i.e. in the amount of PLN 1 200 to each share held by PGE S.A., by April
30, 2022. In accordance with the above resolution of the Extraordinary
Assembly of Partners, the
additional payment was made by PGE S.A. on March 30, 2022.

MERGERS

Segment Acquiring
company/acquired
company
Date of
transaction/
registration in
the National
Court Register
Comment
District Heating PGE Energia Ciepła S.A. -
/Przedsiębiorstwo
Energetyki Cieplnej
sp.
z
o.o. with its seat in
Zgierz
November 3,
2021/
January 3, 2022
(merger date)
On November 3, 2021 the Extraordinary General Meeting of PGE Energia Ciepła S.A. (Acquiring
company) and the Extraordinary Assembly of Partners of Przedsiębiorstwo Energetyki Cieplnej sp. z
o.o. with its seat in Zgierz (acquired company) adopted resolutions on the merger of the companies
in mode of art.
492 § 1 p. 1 of the Polish Commercial Companies Code (merger through acquisition),
through transferring of all assets of the acquired company to the acquiring company without issue
of new shares in exchange for the shares in the share capital of the acquired company pursuant to
art. 516 § 6 of the Polish Commercial Companies Code and dissolution of the acquired company

Segment Acquiring
company/acquired
company
Date of
transaction/
registration in
the National
Court Register
Comment
without its liquidation. PGE Energia Ciepła S.A. was the sole shareholder of Przedsiębiorstwo
Energetyki Cieplnej sp. z o.o.
Other Operations PGE Dystrybucja S.A./
Przedsiębiorstwo
Transportowo-Usługowe
"ETRA" sp.
z
o.o. with its
seat in Białystok (ETRA)
March 15, 2022/
March 21, 2022
(merger date)
On March 15, 2022 the Extraordinary Assembly of Partners of ETRA (acquired company) adopted
resolution on the merger with PGE Dystrybucja S.A. (acquiring company) in mode of art.
492 § 1 p.
1 of the Polish Commercial Companies Code (merger through acquisition), through transferring of
all assets of the acquired company to the acquiring company without issue of new shares in
exchange for the shares in the share capital of the acquired company, pursuant to art. 516 § 6 of
the Polish Commercial Companies Code and dissolution of the acquired company without its
liquidation. PGE Dystrybucja S.A. was the sole shareholder of ETRA.
Other Operations PGE Energia Odnawialna
S.A./ Bio-Energia
sp.
z
o.o with its seat
in
Warsaw (Bio-Energia)
May 20, 2022/ June
30, 2022 (merger
date)
On May 20, 2022 the Extraordinary General Meeting of PGE Energia Odnawialna S.A. (acquiring
company) and the Extraordinary Assembly of Partners of Bio-Energia (acquired company) adopted
resolutions on the merger of the companies in mode of art.
492 § 1 p. 1 of the Polish Commercial
Companies Code (merger through acquisition), through transferring of all assets of the acquired
company to the acquiring company without issue of new shares in exchange for the shares in the
share capital of the acquired company pursuant to art. 516 § 6 of the Polish Commercial Companies
Code and dissolution of the acquired company without its liquidation. PGE Energia Odnawialna S.A.
was the
sole shareholder of Bio-Energia.
District Heating PGE Energia Ciepła S.A./
PGE Gaz Toruń sp.
z
o.o.
with its seat in Warsaw
(PGE Gaz Toruń)
October 3,
2022/
November 2,
2022
On October 3, 2022 the Extraordinary General Meeting of PGE Energia Ciepła S.A. (acquiring
company) and the Extraordinary Assembly of Partners of PGE Gaz Toruń (acquired company)
adopted resolutions on the merger of the companies in mode of art.
492 § 1 p. 1 of the Polish
Commercial Companies Code (merger through acquisition), through transferring of all assets of the
acquired company
to the acquiring company without issue of new shares in exchange for the shares
in the share capital of the acquired company pursuant to art. 516 § 6 of the Polish Commercial
Companies Code and dissolution of the acquired company without its liquidation. PGE Energia Ciepła
S.A. was the sole shareholder of PGE Gaz Toruń.

LIQUIDATION OF COMPANIES

Segment Company in
liquidation
Date of
transaction/
registration in
the National
Court Register
Comment
Supply PGE Trading GmbH in
liquidation with seat in
Berlin ("PGE Trading")
March 1, 2021/
PGE Trading has not
been removed from
the
commercial
register kept by the
District
Court
in
Berlin
Charlottenburg
On March 1, 2021 the Extraordinary Assembly of Partners of PGE Trading, in which PGE holds 100%
of the share capital, adopted resolution on dissolution of PGE Trading and appointment of a liquidator
to carry out liquidation activities of PGE Trading.
Other Operations PGE Nowa Energia
sp.
z
o.o. in liquidation
with seat in
Warsaw
(PGE Nowa Energia)
March 31, 2022/
PGE Nowa Energia is
not yet removed
from the register of
entrepreneurs
of
the National Court
Register
On March 31, 2022 the Extraordinary Assembly of Partners of PGE Nowa Energia, in which PGE holds
100% of the share capital, adopted resolution on dissolution of PGE Nowa Energia and appointment
of a liquidator to carry out liquidation activities.

Publication of financial forecasts

PGE S.A. did not publish financial forecasts.

Information about shares and other securities

SHAREHOLDERS WITH A SIGNIFICANT STAKE

On the ground of the letter from the Ministry of the State Treasury of April 27, 2016, the State Treasury holds 1 072 984 098 ordinary shares of the Company, representing 57.39% of the Company's share capital and entitling to 1 072 984 098 votes on the General Meeting of the Company, constituting 57.39% of total votes.

Table: Shareholders holding directly or indirectly by subsidiaries at least 5% of the total votes at the General Meeting of PGE S.A. at June 30, 2022:

Shareholder Number of shares Number of votes % in total votes on
General Meeting
State Treasury 1 072 984 098 1 072 984 098 57.39%
Others 796 776 731 796 776 731 42.61%
Total 1 869 760 829 1 869 760 829 100.00%

On April 6, 2022, the Extraordinary General Meeting of PGE Polska Grupa Energetyczna S.A. adopted Resolution No. 7 on decreasing the share capital by way of reducing the par value of shares and simultaneously increasing the share capital by way of issuing series E shares under the private subscription procedure, depriving the existing shareholders entirely of the preemptive right to all series E shares, applying for admission and introduction of series E shares or rights to series E shares to trading on the regulated market of Giełda Papierów Wartościowych w Warszawie S.A. [Warsaw Stock Exchange], dematerialising series E shares or rights to series E shares, as well as amending the Company Statutes.

In connection with § 1 - 3 of Resolution No. 7 of the Extraordinary General Meeting of PGE of April 6, 2022, § 7 of the Company Statutes is amended in such a way that it will have the following wording:

"The share capital of the Company shall be PLN 19,183,746,098.70 (say: nineteen billion one hundred and eighty-three million seven hundred and forty-six thousand and ninety-eight zloty and seventy groszy) and shall be divided into 2,243,712,994 (say: two billion two hundred and forty-three million seven hundred and twelve thousand nine hundred and ninety-four) shares with a par value of PLN 8.55 (say: eight zloty and fiftyfive groszy) each, including:

  • 1,470,576,500 series "A" bearer shares,
  • 259,513,500 series "B" bearer shares,
  • 73,228,888 series "C" bearer shares,
  • 66,441,941 series "D" bearer shares,
  • 373,952,165 series "E" bearer shares.

An application for an appropriate entry on amendment of the Company's Articles of Association has been submitted to the National Court Register.

May 18, 2022 changes in the share capital of PGE S.A. were registered in the National Court Register, about which the Company informed in the current report No. 29/2022 of May 19, 2022.

The State Treasury also acquired shares of a new issue under an investment agreement with which PGE S.A. signed with the State Treasury on April 5, 2022.

On May 20, 2022, the Minister of State Assets, representing the State Treasury, sent a notification informing about the change in the number of shares and the share in the total number of votes held by the State Treasury in the Company. Currently, the State Treasury holds 1 365 601 493 shares, constituting 60.86% of

the Company's share capital and entitling to exercise 1 365 601 493 votes, which constitutes 60.86% of the total number of votes.

In addition, The State Treasury informed about the subsidiary holding PGE shares and the total number of votes by both entities and its percentage share in the total number of votes. According to the notification, taking into account the number of shares (18 697 608) held by a subsidiary of the State Treasury, i.e. Towarzystwo Finansowe Silesia sp. z o.o. based in Katowice, the State Treasury holds a total of 1 384 299 101 shares constituting 61.70% of the share capital of the Company and entitling to exercise 1 384 299 101 votes, which constitutes 61.70% of the total number of votes.

Table: Shareholders holding directly or indirectly by subsidiaries at least 5% of the total votes at the General Meeting of PGE S.A. as at the publication date of this report:

Shareholder Number of shares Number of votes % in total votes on
General Meeting
State Treasury 1 365 601 493 1 365 601 493 60.86%
State Treasury's subsidiary – Silesia sp. z
o.o.
18 697 608 18 697 608 0.84%
State Treasury and its subsidiary - total 1 384 299 101 1 384 299 101 61.70%
Others 859 413 893 859 413 893 38.30%
Total 2 243 712 994 2 243 712 994 100.00%

TREASURY SHARES

As at September 30, 2022 PGE S.A. and subsidiaries did not hold any treasury shares.

SHARES OF THE PARENT COMPANY OWNED BY THE MEMBERS OF MANAGEMENT AND SUPERVISORY AUTHORITIES

According to the best knowledge of the Management Board of the Company, none of the members of management and supervisory authorities of the Company did not hold shares of the parent company as of September 30, 2022 and as at the date of publishing of this report.

Significant off-balance sheet items

Significant off-balance sheet items are described in notes 11 and 24 to the consolidated financial statements.

5. Statement of the Management Board on the reliable preparation of the financial statements

To the best knowledge of the Management Board of PGE S.A., the quarterly financial report including condensed interim consolidated financial statements of the Capital Group of PGE Polska Grupa Energetyczna S.A., quarterly financial information for PGE Polska Grupa Energetyczna S.A. and comparative data, was prepared in accordance with the governing accounting principles, presents a fair, true and reliable view of the material and financial situation of PGE Capital Group and its financial result.

The report of the Management Board on the activities of PGE Capital Group presents a true view of the development, achievements and situation of the Capital Group.

6. Approval of the Management Board's Report

The foregoing Management Board's Report on activities of PGE Capital Group was approved for publication by the Management Board of the parent company on November 22, 2022.

Warsaw, November 22, 2022

Signatures of members of the Management Board of PGE Polska Grupa Energetyczna S.A.

President
of the
Management
Board
Wojciech Dąbrowski
Vice
President
of the
Management
Board
Wanda Buk
Vice
President
of the
Management
Board
Lechosław Rojewski
Vice
President
of the
Management
Board
Paweł Śliwa
Vice
President
of the
Management
Board
Ryszard Wasiłek

Glossary

Ancillary
control
services
(ACS)
services provided to the transmission system operator, which are indispensable for
the proper functioning of the National Power System and ensure the keeping of
required reliability and quality standards.
Achievable
capacity
the maximum sustained capacity of a generating unit or generator, maintained
continuously by a thermal generator for at least 15 hours or by a hydroelectric
generator for at least five hours, at standardized operating conditions, as confirmed
by tests.
ARA USD hard coal price index in EU. Loco in harbours Amsterdam-Rotterdam-Antwerp
Balancing
market
a technical platform for balancing electricity supply and demand on the market. The
differences between the planned (announced supply schedules) and the actually
delivered/off-taken volumes of electricity are settled here. The purpose of the
balancing market is to balance transactions concluded between individual market
participants and actual electricity demand. The participants of the balancing market
can be the generators, customers for electricity understood as entities connected to
a network located in the balancing market area (including off-takers and network
customers), trading companies, electricity exchanges and the TSO as the balancing
company.
Base,
baseload
standard product on the electricity market: a constant hourly power supply per day
in a given period, for example week, month, quarter or year.
BAT Best Available Technology
Best
Practices
Documents "Best Practice for WSE Listed Companies 2016" adopted by the
resolution of the WSE
Supervisory Board of October 13, 2015 and effective from
January 1, 2016 until June 30, 2021 and "Best Practice for WSE Listed Companies
2016 2021" adopted by the resolution of the WSE
Supervisory Board of March 29,
2021 and effective from July 1, 2021.
Biomass solid or liquid substances of plant or animal origin, subject to biodegradation,
obtained from agricultural or forestry products, waste and remains or industries
processing their products as well as certain other biodegradable waste in particular
agricultural raw materials.
Black
energy
popular name for energy generated as a result of combustion of black coal or
lignite.
CCGT Combined Cycle Gas Turbine
Circular
economy
system that minimises the consumption of resources and the level of waste as well
as emissions and energy losses by creating a closed loop of processes in which
waste from one process is used as resources in other processes so as to maximally
reduce the quantity of production waste
Co
combustion
the generation of electricity or heat based on a process of combined, simultaneous
combustion in one device of biomass or biogas together with other fuels; part of the
energy thus generated can be deemed to be energy generated with the use of
renewable sources.
Co the simultaneous generation of heat and electricity or mechanical energy in the
generation
Constrained
generation
course of one and the same technological process.
the generation of electricity to ensure the quality and reliability of the national
power system; this applies to generating units in which generation must continue
due to the technical limitations of the operation of the power system and the
necessity of ensuring its adequate reliability.
CVC fund Corporate Venture Capital; in the CVC model, portfolio companies, aside from
financial support, receive the opportunity to verify their ideas in a corporate setting
Distribution transport of energy through distribution grid of high (110 kV), medium (15kV) and
low (400V) voltage in order to supply the customers.
Distribution
System
a power company engaging in the distribution of gaseous fuels or electricity,
responsible for traffic in the gas or electricity distribution systems, current and long
term security of operation of the system, the operation, maintenance, repairs and

Operator
(DSO)
indispensable expansion of the distribution network, including connections to other
gas or power systems.
Energy
cluster
civil-law arrangement that may include natural persons, legal entities, scientific
units, research institutes or local government units, concerning the generation,
distribution or trade in energy and energy demand balancing, with this energy being
from renewable sources or other sources or fuels, within a distribution grid with
nominal voltage below 110 kV, within the operational area of the given cluster, not
exceeding the area of one district (powiat) in the meaning of the act on district
authorities) or 5 municipalities (gmina) in the meaning of the act on municipal
authorities; an energy cluster is represented by a coordinator, which is a
cooperative, association, foundation appointed for this purpose or any member of
the energy cluster indicated in the civil-law arrangement
ERO Energy Regulatory Office (pol. URE).
EUA European Union Allowances: transferable CO2
emission allowances; one EUA allows
an operator to release one tonne of CO2.
EU ETS European Union Greenhouse Gas Emission Trading Scheme) EU emission trading
scheme. Its operating rules are set out in the ETS Directive, amended by the
Directive 2009/29/EC of the European Parliament and of the Council of April 23,
2009 (OJ EU L. of 2009, No. 140, p. 63—87).
EV Electric vehicle
FIT/FIP Feed-in-Tariff (FIT) and Feed-in-Premium (FIP): system of subsidies to the market
price of electricity performed by Zarządca Rozliczeń S.A.
Generating a technically and commercially defined set of equipment belonging to a power
unit company and used to generate electricity or heat and to transmit power.
GJ Gigajoule, a unit of work/heat in the SI system, 1 GJ = 1000/3.6 kWh =
approximately 278 kWh.
GPZ main power supply point, a type of transformer station used for the processing or
distribution of electricity or solely for the distribution of electricity.
Green
certificate
popular name for energy generated from renewable energy sources.
GW gigawatt, a unit of capacity in the SI system, 1 GW = 109 W.
GWe one gigawatt of electric capacity.
GWt one gigawatt of heat capacity.
HCl hydrogen chloride.
Hg mercury.
HICP Harmonised Index of Consumer Prices
High
Voltage
Network
(HV)
a network with a nominal voltage of 110 kV.
IED Industrial Emissions Directive
IGCC Integrated Gasification Combined Cycle.
Installed
capacity
the formal value of active power recorded in the design documentation of a
generating system as being the maximum achievable capacity of that system,
confirmed by the acceptance protocols of that system (a historical value, it does not
change over time.
IRiESP the Transmission Network Operation and Maintenance Manual required to be
prepared by a transmission system operator pursuant to the Energy Law;
instructions prepared for power networks that specify in detail the terms and
conditions of using these networks by system users as well as terms and conditions
for traffic handling, operation and planning the development of these networks;
sections on transmission system balancing and system limitation management,
including information on comments received from system users and their
consideration, are submitted to the ERO President for approval by way of a decision.
IRZ Cold Intervention Reserve Service – service consisting of maintaining power units
ready for energy production. Energy is produced on request of PSE S.A.
KRI Key Risk Indicator

KSE the National Power System, a set of equipment for the distribution, transmission
and generation of electricity, forming a system to allow the supply of electricity in
the territory of Poland.
KSP the National Transmission System, a set of equipment for the transmission of
electricity in the territory of Poland.
kV kilo volt, an SI unit of electric potential difference, current and electromotive force;
1kV= 103 V.
kWh kilowatt-hour, a unit of electric energy in the SI system defined as the volume of
electricity used by the 1 kW equipment over one hour. 1 kWh = 3,600,000 J = 3.6
MJ.
kWp a power unit dedicated to determining the power of photovoltaic panels, means the
amount of electricity in the peak of production.
Low
Voltage
Network
(LV)
a network with a nominal voltage not exceeding 1 kV.
LTC long-term contracts on the purchase of capacity and electricity entered into
between Polskie Sieci Elektroenergetyczne S.A. and electricity generators in the
years 1994-2001.
Medium
voltage
network
(MV)
an energy network with a nominal voltage higher than 1 kV but lower than 110 kV.
MEV Minimum Energy Volumes.
MSR Market Stability Reserve (relating to CO2)
MW a unit of capacity in the SI system, 1 MW = 106 W.
MWe one megawatt of electric power.
MWt one megawatt of heat power.
NAP National emissions Allocation Plan, prepared separately for the national emission
trading system and for the EU emission trading system by the National
Administrator of the Emission Trading System.
NAP II National CO2
emissions Allocation Plan for the years 2008-2012 prepared for the
EU emission trading system adopted by the Ordinance of the Council of Ministers of
July 1, 2008 (Dz. U. of 2008, No. 202, item 1248).
NH3 ammonia
Nm3 normal cubic meter; a unit of volume from outside the SI system signifying the
quantity of dry gas in 1 m3 of space at a pressure of 101.325 Pa and a temperature
of 0°C.
NOx nitrogen oxides.
N:W ratio Ration of volume of overburden removed in m3
to the mass of extracted coal in tons
OTF Organised Trading Facilities
Operational
Capacity
Reserve
(ORM)
ORM constitutes of generation capacities of active Production Schedular Units
(JGWa) in operation or layover, representing excess capacity over electricity
demand available to the TSO under the Energy Sale Agreements and on the
Balancing Market in unforced generation
Peak,
peakload
a standard product on the electricity market; a constant power supply from Monday
to Friday, each hour between 7:00 a.m. and 10:00 p.m. (15-hour standard for the
Polish market) or between 8:00 a.m. and 8:00 p.m. (12-hour standard for the
German market) in a given period, for example week, month, quarter or year.
Peak power
pumped
storage
plants
special type of hydro-power plant allowing for electricity storage. It uses the upper
reservoir, to which water is pumped from the lower reservoir using electricity
(usually excessive in system). The pumped storage facilities provide ancillary
control services for the national power system. In periods of increased demand for
electricity, water from the upper reservoir is released through the turbine. This
way, electricity is produced.
PJ Petajoule, a unit of work/heat in the SI system, 1 PJ = approx. 278 GWh

Property
rights
negotiable exchange-traded rights under green and co-generation certificates
Prosumer end customer who purchases electricity under a comprehensive agreement and
generates electricity only from renewable sources at a micro-installations for own
purposes, unrelated to economic activities
PSCMI1 Polish Steam Coal Market Index 1 - average level of prices of coal dust sold to
industrial-scale power plants in Poland
RAB Regulatory Asset Base.
Red
certificate
a certificate confirming generation of electricity in co-generation with heat.
Red energy popular name for electricity co-generated with heat.
Regulator the President of ERO, fulfilling the tasks assigned to him in the energy law. The
regulator is responsible for, among others, giving out licenses for energy companies,
approval of tariffs for energy companies, appointing Transmission System Operators
and Distribution System Operators.
Renewable a source of generation using wind power, solar radiation, geothermal energy, waves,
Energy sea currents and tides, flow of rivers and energy obtained from biomass, landfill
Source biogas as well as biogas generated in sewage collection or treatment processes or
(RES) the disintegration of stored plant or animal remains.
RIG Readiness Interventional Reserve -
the power plant's readiness to provide the
active power generation service or its consumption at the request of PSE.
SAIDI System Average Interruption Duration Index - index of average system interruption
time (long, very long and disastrous), expressed in minutes per customer per year,
which is the sum of the interruption duration multiplied by the number of consumers
exposed to the effects of this interruption during the year, divided by the total
number of off-takers. SAIDI does not include interruptions lasting less than three
minutes and is determined separately for planned and unplanned interruptions. It
applies to breakdowns in the low (LV), medium (MV) and high voltage (HV), wherein
SAIDI in quality tariff does not include interruptions on low voltage.
SAIFI System Average Interruption Frequency Index - index of average system amount of
interruptions ( long, very long and disastrous ), determined as number of off-takers
exposed to the effects of all such interruptions during the year divided by the total
number of off-takers. SAIFI does not include interruptions lasting less than three
minutes and is determined separately for planned and unplanned interruptions. It
applies to breakdowns in the low (LV), medium (MV) and high voltage (HV),
wherein SAIFI in quality tariff does not include interruptions on low voltage .
SCR Selective catalytic reduction
SNCR Selective non-catalytic reduction
Start-up early-stage company established in order to build new products or services and
characterised by a high level of uncertainty. The most common features of start-ups
are: short operational history (up to 10 years), innovativeness, scalability, higher
risk than in the case of traditional businesses but also potential higher returns on
investment
Tariff the list of prices and rates and terms of application of the same, devised by an
energy enterprise and introduced as binding on the customers specified therein in
the manner defined by an act of parliament.
Tariff group a group of customers off-taking electricity or heat or using services related to
electricity or heat supply to whom a single set of prices or charges and terms are
applied.
TGE Towarowa Giełda Energii S.A. (Polish Power Exchange), a commodity exchange on
which trading can take place in electricity, liquid or gas fuels, extraction gas,
emission allowances and property rights whose price depends directly or indirectly
on electric energy, liquid or gas fuels and emission allowances, admitted to
commodity exchange trading.
TPA, TPA
rule
Third Party Access, the owner or operator of the network infrastructure to third
parties in order to supply goods/services to third party customers.
Transmission
of electricity
transport of electricity through high voltage (220 and 400 kV) transmission network
from generators to distributors.
Transmission
System
a power company engaging in the transmission of gaseous fuels or electric energy,
responsible for traffic in a gas or power transmission system, current and long-term
security of operation of that system, the operation, maintenance, repair and

Operator
(TSO)
indispensable expansion of the transmission system, including connections with
other gas or power systems. In Poland, for the period from July 2, 2014 till
December 31, 2030 Polskie Sieci Elektroenergetyczne S.A. was chosen as a TSO in
the field of electricity transmission.
TWh terawatt hour, a multiple unit for measuring of electricity unit in the system SI. 1
TWh is 109 kWh.
Ultra-high
voltage
network
(UHV)
an energy network with a voltage equal to 220 kV or higher.
V (volt) electrical potential unit, electric voltage and electromotive force in the International
System of Units (SI), 1 V= 1J/1C = (1 kg x m2) / (A x s3).
W (watt) a unit of power in the International Systems of Units (SI), 1 W = 1J/1s = 1 kg x m2
x s-3
Yellow
certificate
a certificate confirming generation of energy in gas-fired power plants and CCGT
power plants.
Yellow
energy
popular name for energy generated in gas-fired power plants and CCGT power
plants.

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