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PGE Polska Grupa Energetyczna S.A.

Share Issue/Capital Change Apr 22, 2022

5758_rns_2022-04-22_72eeccbc-25fe-4be5-b2fa-d43bb396f127.html

Share Issue/Capital Change

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Closing of the E series shares subscription and allocation of E seriesshares

The Management Board of PGE Polska Grupa Energetyczna Spółka Akcyjna(_quot;Company_quot;, _quot;Issuer_quot;) hereby announces closing of the subscriptionprocess of 373,952,165 (in words: three hundred seventy three millionnine hundred fifty two thousand one hundred sixty five) series E shareswith a nominal value of PLN 8.55 (eight zloty 55/100) each, issued onthe ground of the resolution no. 7 of April 6, 2022 of the ExtraordinaryGeneral Meeting of the Company convened for March 7, 2022 and resumed onApril 6, 2022, on the reduction of the share capital by decreasing thenominal value of shares and a simultaneous increase of the share capitalby way of issuing E series shares in a private placement, depriving theexisting shareholders of the entire pre-emptive right to all E seriesshares, applying for admission and introduction of E series shares orrights to E series shares to trading on the regulated market run by theWarsaw Stock Exchange, dematerialization of E series shares or rights toE series shares and amendment to the Company's Statute (_quot;IssueResolution_quot;), offered by way of a private subscription with theexclusion of pre-emptive rights, in accordance with the provisions ofthe Issue Resolution.

Due to the proper subscription and payment thereof, on April 22, 2022The Management Board of the Company adopted resolution on allocation tothe investors, who signed the agreements for subscription, all E seriesshares, issued on the ground of the Issue Resolution, i.e. 373,952,165(in words: three hundred seventy three million nine hundred fifty twothousand one hundred sixty five) E series shares with a nominal value ofPLN 8.55 (eight zloty 55/100) each. The issue price of E series sharesamounted to PLN 8.55 (eight zloty 55/100) per one share.

A detailed current report on the completion of the subscription for Eseries shares will be published in accordance with § 16 section 1 of theRegulation of the Minister of Finance dated March 29, 2018 on currentand periodic information published by issuers of securities and onconditions under which such information may be recognized as beingequivalent to information required by the regulations of law of a statewhich is not a member state. (Dziennik Ustaw of 2018, item 757).

Disclaimer: this current report and the information contained herein isrestricted and is not intended for publication, announcement,distribution or transmission, directly or indirectly, in whole or in anypart, in the territory of the United States of America, Australia,Canada, Japan or any other countries where such publication,announcement, distribution or transmission would be unlawful.

This report is published for the purpose of fulfilling informationobligations of PGE Polska Grupa Energetyczna S.A. as an issuer ofsecurities admitted to trading on a regulated market, and does notconstitute securities offering in any jurisdiction.

Please read legal disclaimers at the end of this current report.

Legal disclaimers:

This current report has been prepared in accordance with therequirements of Article 17(1) of the Regulation (EU) No 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(Market Abuse Regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC and Article 56(1)(2) of the Actof 29 July 2005 on Public Offering, Conditions Governing theIntroduction of Financial Instruments to Organised Trading, and PublicCompanies (_quot;Public Offering Act_quot;).

This current report is of an informative nature only, it constitutes thefulfilment of information obligations of PGE Polska Grupa EnergetycznaS.A. as a public company whose shares are admitted and introduced totrading on the regulated market run by the Warsaw Stock Exchange S.A and(i) is not made available for the purpose of promoting, directly orindirectly, the acquisition of securities of PGE Polska GrupaEnergetyczna S.A. with its registered office in Warsaw or ofencouraging, directly or indirectly, to purchase or subscribe for suchsecurities and (ii) does not constitute an advertisement or promotionalmaterial prepared or published by the Company for the purpose ofpromoting the securities of PGE Polska Grupa Energetyczna S.A., theirsubscription, purchase or offering, or to encourage investors, directlyor indirectly, to purchase or subscribe for such securities.

This current report is not an advertisement within the meaning ofArticle 22 of Regulation (EU) 2017/1129 of the European Parliament andof the Council of 14 June 2017 on the prospectus to be published whensecurities are offered to the public or admitted to trading on aregulated market and repealing Directive 2003/71/EC.

This current report and the information contained herein is not intendedfor publication, announcement or dissemination, directly or indirectly,in or into the United States, or in other countries where publicdissemination of the information contained herein may be restricted orprohibited by law. The securities referred to herein have not been andwill not be registered under the U.S. Securities Act of 1933, asamended, and may not be offered or sold in the United States except fortransactions not being subject to registration obligation under the U.S.Securities Act or pursuant to an exemption from such registrationobligation.

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