PGE Polska Grupa Energetyczna S A : Proxy Form for the Extraordinary General Meeting convened for November 15, 2021

"PGE Polska Grupa Energetyczna Spółka Akcyjna"

The Extraordinary General Meeting

convened for 15 November 2021

PROXY FORM

I (We), the undersigned shareholder / representative of the shareholder** of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company"), hereby declare that:

_______________________________________________ ("Shareholder")

(forename and surname / company name and registered office of Shareholder)

holds: _______________________________________________ shares in the Company

(number)

and hereby appoint*:

Ms/Mr __________________________________, holding identity card/passport/any other official

identity document** number ___________________, issued by ___________________ ("Proxy") to act

in accordance with the voting instruction included below / the Proxy's own discretion**, in the scope described below.

or:

___________________________________ (name/company name), with its registered office in

________________,

address: ____________________________________________ ("Proxy") to act in accordance with the

voting instruction included below / at the Proxy's own discretion**, in the scope described below.

Does the Proxy have the right to grant further proxies*?

Yes

No

Scope of authority:The Proxy is authorized to represent the Shareholder at the Extraordinary General Meeting of the Company to be held at 1:00 p.m. on 15 November 2021, in Warsaw, in the building of

Giełda Papierów Wartościowych w Warszawie S.A., at 4 Książęca Street, 00-498 Warsaw ("General Meeting"), and in particular to participate in the General Meeting and take the floor in its debates, to sign the attendance list, to exercise the voting rights related to the shares held by the Shareholder for and on behalf of the Shareholder and to perform any other necessary acts in connection with the General Meeting.

Does this proxy cover all shares held by the Shareholder*? Yes		No

This proxy covers ____________________________ (number) shares held by the Shareholder***.

Data of the Shareholder / persons authorized to represent the Shareholder:

Forename and surname:	____________________ Forename and surname:	___________________
Company name:	_____________________ Company name:	___________________
Position:	_____________________ Position:	___________________
Address:	_____________________ Address:	___________________
Signature:	_____________________ Signature:	___________________
Place:	____________________ Place:	___________________
Date:	_____________________ Date:	__________________

• Mark as applicable
• Delete as applicable
• Fill in only if this proxy does not cover all shares held by the Shareholder.

ADDITIONAL INFORMATION

Identification:

In order to identify the Shareholder granting a proxy and the Proxy representing such Shareholder, a document granting a proxy should be accompanied by the following:

1. in the case of the Shareholder who is a natural person - a copy of their identity card, pages from a passport allowing identification or any other official document certifying such Shareholder's identity;
2. in the case of the Shareholder who is not a natural person - a copy of a current extract from a proper register or any other document certifying the existence of such Shareholder or the right of its representative or representatives to represent such Shareholder, together with copies of an identity card, pages from a passport allowing identification or any other official document certifying the identity of such representative or representatives authorized to represent such Shareholder;
3. in the case of the Proxy who is a natural person - a copy of their identity card, pages from a passport allowing identification or any other official document certifying such Proxy's identity;
4. in the case of the Proxy who is not a natural person - a copy of a current extract from a proper register or any other document certifying the existence of such Proxy or the right of its representative or representatives to represent such Proxy, together with copies of an identity card, pages from a passport allowing identification or any other official document certifying the identity of such representative or representatives authorized to represent such Proxy;

In the case of foreign entities in whose countries of registration relevant registers are not kept, instead of a copy of a current extract from a register referred to in letters b) and d) above, a copy of a document certifying the existence of a given entity or the right of its representative or representatives to represent such entity should be presented.

In the event of doubts concerning the authenticity of the copies of the documents referred to above, the Company or a person appointed by the Company to register the Shareholders reserves the right to demand before the beginning of the General Meeting the presentation of the originals of the said documents or their copies certified by a notary public or any other entity authorized to certify true copies of documents. If such documents are not presented, a Proxy of the Shareholder may not be allowed to participate in the General Meeting.

All documents referred to above which are drawn up in a foreign language should be accompanied by a proper certified translation into the Polish language drawn up by a sworn translator.

If a proxy to participate in the General Meeting and exercise the voting right granted by the Shareholder is a conditional proxy, it should be accompanied by a documentary evidence that a particular condition has been fulfilled.

A proxy granted in the electronic format:

A proxy to participate in the General Meeting and exercise the voting right may be granted in an electronic format. A proxy granted in an electronic format shall not have to be accompanied by a secure electronic signature verified by means of a valid qualified certificate. The Management Board should be notified of the fact of granting a proxy in an electronic format using the electronic means of communication. Such notification may be sent by electronic mail to the Company's e-mail address: [e-mail]. Such notification should be accompanied by a scanned copy of a granted proxy and scanned copies of the documents referred to in letters a), b), c) and d) above. Such notification should also include also an electronic mail address at which the Company may contact the Shareholder or the Proxy. The Management Board shall have the right to verify submitted notifications and to take action aiming at the identification of the Shareholder or the Proxy and the confirmation of their authorization. Such verification may consist, in particular, in asking questions of the Shareholder or the Proxy by telephone or electronic mail. The above principles shall apply to a change in or revocation of the granted proxy. Notifications which do not meet the requirements referred to above shall not result in any legal consequences for the Company. The Company shall not be liable for any errors in proxy forms or actions of people using proxies. At the request of the Company or a person (persons) appointed by the Company to register the Shareholders, a Proxy appearing in the General Meeting is obliged to present the originals of the documents attached to the notification referred to above.

In the case of foreign entities in whose countries of registration relevant registers are not kept, instead of a scanned copy of a current extract from a register, a scanned copy of a document certifying the existence of a given entity or the right of its representative or representatives to represent such entity should be presented.

In the event of doubts concerning the authenticity of the documents referred to above, the Company or a person appointed by the Company to register the Shareholders reserves the right to demand before the beginning of the General Meeting the presentation of the originals of the said documents or their copies certified by a notary public or any other entity authorized to certify true copies of documents. If such documents are not presented, a Proxy of the Shareholder may not be allowed to participate in the General Meeting.

All documents referred to above which are drawn up in a foreign language should be accompanied by a proper certified translation into the Polish language drawn up by a sworn translator.

If the Shareholder grants a proxy together with a voting instruction, the Company will not verify if Proxies exercise the voting rights in accordance with instructions received from the Shareholders. Therefore, a voting instruction should be given to the Proxy only.

IMPORTANT INFORMATION:

IN THE EVENT OF ANY DIFFERENCES BETWEEN THE DATA OF THE SHAREHOLDER INCLUDED IN THE PROXY AND THE DATA INCLUDED IN THE LIST OF THE SHAREHOLDERS DRAWN UP ON THE BASIS OF A SPECIFICATION RECEIVED BY THE COMPANY FROM THE ENTITY RESPONSIBLE FOR THE DEPOSIT OF SECURITIES UNDER ARTICLE 4063 OF THE COMMERCIAL COMPANIES CODE, SUCH SHAREHOLDER MAY NOT BE ALLOWED TO PARTICIPATE IN THE GENERAL MEETING.

THE COMPANY DOES NOT IMPOSE AN OBLIGATION TO GRANT A PROXY ON THE PROXY FORM PRESENTED ABOVE.

PROXY VOTING RIGHT

EXERCISE FORM

The General Meeting of the Company to be held at 1:00 p.m. on 15 November 2021, in Warsaw, in the building of Giełda Papierów Wartościowych w Warszawie S.A., at 4 Książęca Street, 00-498 Warsaw.

Notes:

1. This form is not used to verify how the Proxy exercises the voting right on behalf of the Shareholder.
2. This form does not substitute the proxy granted to the Proxy by the Shareholder.
3. The Shareholder is not obliged to use the form prepared by the Company. The use of the form is not a necessary condition for the Proxy to exercise the voting right.
4. The manner of the Proxy's exercise of the voting right depends on the scope of the proxy granted by the Shareholder.

Item 2 of the agenda: The election of Chairperson of the General Meeting.

Votes*

□ For	□ Against	□ Abstaining	□ At Proxy's discretion
	□ Objection

Item 4 of the agenda: The adoption of the agenda of the General Meeting.

Votes*

□ For	□ Against	□ Abstaining	□ At Proxy's discretion
	□ Objection

Item 5 of the agenda: The adoption of a resolution concerning the dismissal of Members of the Supervisory Board.

Votes*

□ For	□ Against	□ Abstaining	□ At Proxy's discretion
	□ Objection

Item 5 of the agenda: The adoption of a resolution concerning the appointment of Members of the Supervisory Board.

Votes*

□ For	□ Against	□ Abstaining	□ At Proxy's discretion
	□ Objection

Item 6 of the agenda: The adoption of concerning the payment of the costs related to the convening and holding of the Extraordinary General Meeting.

Votes

□ For	□ Against	□ Abstaining	□ At Proxy's discretion
	□ Objection

Others (in the event of submitting draft resolutions other than those proposed by the Management Board)

Votes*

□ For	□ Against	□ Abstaining	□ At Proxy's discretion
	□ Objection

Data of the Shareholder / persons authorized to represent the Shareholder:

Forename and surname:	____________________ Forename and surname:	___________________
Company name:	_____________________ Company name:	___________________
Position:	_____________________ Position:	___________________
Address:	_____________________ Address:	___________________
Signature:	_____________________ Signature:	___________________
Place:	____________________ Place:	___________________
Date:	_____________________ Date:	__________________
*Mark as applicable