PGE Polska Grupa Energetyczna S.A.

Share Issue/Capital Change • Apr 6, 2022

Conclusion of a share placement agreement and commencement of bookbuilding process for a private placement of series E shares

The Management Board of PGE Polska Grupa Energetyczna Spółka Akcyjna(_quot;Company_quot;, _quot;Issuer_quot;) hereby announces that on April 6, 2022 the Companyentered into an agreement with Powszechna Kasa Oszczędności Bank PolskiSpółka Akcyjna, Branch - Brokerage Office in Warsaw, as the GlobalCoordinator, Bookrunner and Offering Agent (_quot;Manager_quot;) for the placementof shares and commenced the book building process by way of privatesubscription of 373,952,165 (in words: three hundred seventy threemillion nine hundred fifty two thousand one hundred sixty five) ordinaryseries E bearer shares issued by the Company (_quot;Offering_quot;).

The Offering for series E shares is conducted on the terms andconditions defined in resolution No. 7 of the Extraordinary GeneralShareholders Meeting of the Company of April 6, 2022 on the reduction ofthe share capital by decreasing the nominal value of shares and asimultaneous increase of the share capital by way of issuing E seriesshares in a private placement, depriving the existing shareholders ofthe entire pre-emptive right to all E series shares, applying foradmission and introduction of E series shares or rights to E seriesshares to trading on the regulated market run by the Warsaw StockExchange, dematerialization of E series shares or rights to E seriesshares and amendment of the Company's Statute (_quot;Issue Resolution_quot;) andon the rules defined in the resolution of the Company's Management Boardof April 6, 2022 on the principles of subscription. The Company willapply for the introduction of series E shares to trading on theregulated market run by the Warsaw Stock Exchange S.A. (_quot;WSE_quot;). TheOffering of series E shares shall be conducted on the basis of exemptionfrom the obligation to publish a prospectus which allows applying foradmission to trading on the regulated market of WSE of up to 20% of theCompany's shares identical to those already admitted to trading on thesame regulated market within 12 months, i.e. pursuant to Art. 1(5)(a) ofRegulation (EU) 2017/1129 of the European Parliament and of the Councilof 14 June 2017 on the prospectus to be published when securities areoffered to the public or admitted to trading on a regulated market andrepealing Directive 2003/71/EC (_quot;Prospectus Regulation_quot;).

The book building process for Series E shares will commence immediatelyafter the publication of this current report and will be conducted underthe accelerated book building procedure.

Pursuant to the Issue Resolution, the issue of series E shares will takeplace with the exclusion of pre-emptive rights by way of a privatesubscription addressed exclusively to selected investors (afterreceiving an invitation from the investment firm conducting the bookbuilding process to participate in the Offering) who meet the followingcriteria: (i) are qualified investors within the meaning of Article1(4)(A) of the Prospectus Regulation or (ii) acquire securities with anaggregate value of at least EUR 100,000 per investor as referred to inArticle 1(4)(D) of the Prospectus Regulation (_quot;Eligible Investors_quot;). Atthe same time, the Issue Resolution provides for the possibility for theshareholders fulfilling the prerequisites specified in the IssueResolution to use the priority in the allocation of series E shares.This mechanism would prevent dilution of shareholding of the EligibleInvestors participating in the book building process, who held more than0.10% of shares in the Company's share capital at the end of February19, 2022, i.e. on the date of registration of participation in theExtraordinary General Shareholders Meeting of the Issuer, during whichthe Issue Resolution was adopted.

The issue price of series E shares will be determined by the Company'sManagement Board after consultation with the Manager, primarily on thebasis of the results of the book building process and taking intoaccount all circumstances that may affect the determination of the issueprice, including in particular the macroeconomic and economic situation,the situation on the capital markets at the time of the public offeringof series E shares, current events and their impact on the Company'sbusiness prospects, as well as based on the recommendations of theManager.

Immediately after the Company publishes information, in the form of acurrent report, on the determined issue price of series E shares and thenumber of series E shares, the subscription of which will be offered toinvestors within a private subscription, the Company will proceed toconclude agreements for subscription of series E shares with investorsfrom the initial allocation list (series E share subscriptionagreements), and the investors will be obligated to pay the issue pricefor series E shares they subscribe.

It is anticipated that the agreements for subscription of series Eshares will be concluded by the investors until April 14, 2022, and thepayments of cash contributions for series E shares will be made to theaccount kept by the Manager on the date indicated in the agreements forsubscription of series E shares, i.e., in principle, April 21, 2022, andwill be released to the Company upon registration of the increase of theCompany's share capital through the issue of Series E shares by therelevant registry court.

Pursuant to the placement agreement, the Manager undertook to providethe Company with services for the purpose of the placement of series Eshares on the terms and conditions specified in the agreement, inparticular to organise the book building process for series E shares andto attract subscribers who will subscribe for series E shares. Theplacement agreement does not obligate the Manager to purchase or sellany financial instruments and does not guarantee the preparation orexecution of the introduction of the Company's financial instruments tothe organised trading system, the execution of the Offering or theplacement of the series E shares or any other financial instruments ofthe Company. The Placement Agreement contains standard conditionsprecedent for the Manager's obligations that can be found in agreementsof this type concluded in transactions similar to the Offering,including conditions relating to the occurrence of a material adversechange in the Company's situation, as well as reasons for terminationtypical for agreements of this type. Pursuant to the PlacementAgreement, the Manager has the right to terminate the Agreement in thecircumstances set out therein, including, but not limited to, if any ofthe Company's representations or warranties made in the PlacementAgreement are found to be inconsistent with the factual or legal status,or if the situation in the financial markets changes materially andadversely affects the ability to conduct the Offering. The PlacementAgreement also contains representations and warranties relating to theIssuer and its business, to the extent that such representations andwarranties are typically made by issuers of securities in agreements ofthis type entered into in transactions similar to the Offering. Underthe terms of the Placement Agreement, the Manager and other personsindicated in the Placement Agreement will be indemnified againstliability and performance obligation in respect of certain claims,liabilities or costs that may be asserted against or raised by theManager or other persons indicated in connection with the PlacementAgreement (the so-called _quot;indemnification clause_quot;).

The Issuer has agreed that it will not issue, sell or offer shares for aperiod of 365 days from the date of signing of the pricing annex, exceptin accordance with standard exemptions, without the Manager's consent.

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 any advertisement or promotionalmaterial prepared or published by the Company for the purpose ofpromoting the securities of PGE Polska Grupa Energetyczna S.A, (ii) doesnot constitute an advertisement or promotional material prepared orpublished by the Company for the purpose of promoting the securities ofPGE Polska Grupa Energetyczna S.A., their subscription, purchase oroffering, or to encourage investors, directly or indirectly, to purchaseor 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.