PGE Polska Grupa Energetyczna S A : Resolutions adopted on April 6, 2022

RESOLUTION NO. 7 of the Extraordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" of 6 April 2022

concerning: 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

Acting pursuant to Articles 455, 457 and Articles 430, 431 § 1 and 2 item 1, Article 432 and Article 433 § 2 of the Commercial Companies Code Act of 15 September 2000 (Journal of Laws of 2020, item 1526, as amended) ("Commercial Companies Code"), as well as § 37 clause 1 item 3 of the Company Statutes, the Extraordinary General Meeting of PGE Polska Grupa Energetyczna S.A. with its registered office in Warsaw (hereinafter: "Company"), adopts as follows:

§1

• 1. The Company's share capital will be decreased by the amount of PLN 3,178,593,409.30 (say: three billion one hundred and seventy-eight million five hundred and ninety-three thousand four hundred and nine zloty and thirty groszy), i.e. the share capital will be decreased from the amount of PLN 19,165,048,497.25 (say: nineteen billion one hundred and sixty five million forty eight thousand four hundred and ninety seven zloty and twenty five groszy) to PLN 15,986,455,087.95 (say: fifteen billion nine hundred and eighty six million four hundred and fifty five thousand eighty seven zlotys and ninety five groszy).

• 2. The Company's share capital will be decreased by reducing the par value of each share from the amount of PLN 10.25 (say: ten zloty and twenty five groszy) to the amount of PLN 8.55 (say: eight zloty and fifty five groszy).

• 3. In connection with the decrease of the share capital pursuant to clauses 1 and 2 above, the contributions made by the Company's shareholders to the share capital will not be returned to the shareholders in any form, nor will they be released from the obligation to make contributions to the share capital.

• 4. The amount from the decrease of the share capital, i.e. PLN 3,178,593,409.30 (say: three billion one hundred and seventy eight million five hundred and ninety three thousand four hundred and nine zloty and thirty groszy) will be transferred to the Company's supplementary capital.

• 5. The decrease of the share capital pursuant to this Resolution is connected with the Company's planned issue of series E shares, which will be carried out on the basis of § 2 and § 3 of this Resolution. The purpose of decreasing the Company's share capital is to reduce the par value of the Company's shares, which will make it easier to raise capital by way of new share issues. The decrease of the share capital under this Resolution will be effected, pursuant to Article 457 § 1 item 1 of the Commercial

Companies Code, with the exclusion of the application of Article 456 of the Commercial Companies Code, as it will be performed with a simultaneous increase of the Company's share capital to at least the original amount of the share capital before its decrease. The principles of the increase of the share capital are set out in § 2 and § 3 of this Resolution.

§2

1.

In connection with the decrease of the share capital by way of reducing the par value of each shares in accordance with § 1 of this Resolution, the Extraordinary General Meeting decides to increase the Company's share capital by the amount of PLN 3,197,291,010.75 (say: three billion one hundred and ninety seven million two hundred and ninety one thousand and ten zloty and seventy-five groszy) to the amount of 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) by way of issuing 373,952,165 (say: three hundred and seventy-three million nine hundred and fifty two thousand one hundred and sixty-five) series E shares with a par value of PLN 8.55 (say: eight zloty and fifty five groszy) each ("Series E Shares"). The increase of the share capital will be effected by way of private subscription, exclusive of the preemptive right, in accordance with the following provisions.

• 2. All Series E Shares will be ordinary bearer shares. Series E Shares will be dematerialised within the meaning of the Financial Instruments Trading Act of 29 July 2005 (consolidated text: Journal of Laws of 2021, item 328, as amended). No special rights will be attached to Series E Shares.

• 3. The Eligible Investors participating in the book building process for Series E Shares under the conditions specified in § 3 of this Resolution ("Book Building Process") should submit declarations of interest in taking up Series E Shares at a price which will not be lower than the issue price for Series E Shares set by the Management Board of the Company, in accordance with the principles specified in this Resolution, after the completion of the Book Building Process.

• 4. Series E Shares will be paid for with cash contributions before the registration of the increase of the share capital.

• 5. According to a written opinion of the Management Board presented to the General Meeting, in the Company's interest, the existing shareholders will be deprived entirely of the preemptive right to all Series E Shares. The written opinion of the Management Board justifying the reasons for depriving the existing shareholders of the preemptive right to Series E Shares and indicating the manner of determining the issue price of Series E Shares constitutes an enclosure to this Resolution.

• 6. The issue price of Series E Shares will be determined by the Management Board on the conditions specified in this Resolution, taking into account the results of the Book Building Process.

• 7. Series E Shares and, if applicable, the rights to Series E Shares ("RTS") will be the subject of an application for their admission and introduction to trading on the regulated market of Giełda Papierów Wartościowych w Warszawie S.A. [Warsaw Stock

  Exchange] ("WSE"), after fulfilling the criteria and conditions resulting from the applicable legal regulations and the rules of the WSE, the criteria and conditions for allowing the admission of Series E Shares and RTS to trading on this market.

• 8. Series E Shares will participate in dividend in accordance with the following rules:

  • a) if Series E Shares are registered for the first time in the securities accounts of the entitled persons at the latest on the dividend date established in the General Meeting's resolution on profit distribution, they will participate in profit distribution starting from profit for the financial year in which they have been registered for the first time in the relevant securities accounts, i.e. from 1 January of the financial year directly preceding the year in which they have been registered for the first time in the relevant securities accounts, equally with the other shares of the Company; and

  • b) if Series E Shares are registered for the first time in the securities accounts of the entitled persons after the dividend date established in the General Meeting's resolution on profit distribution, they will participate in profit starting from the profit for the financial year in which these shares have been registered for the first time in the relevant securities accounts, i.e. from 1 January of the financial year in which the shares have been registered for the first time in the relevant securities accounts, equally with the other shares of the Company.

  §3

• 1. The issue of Series E Shares will have the form of private subscription, within the meaning of Article 431 § 2 item 1 of the Commercial Companies Code, to be conducted by way of a public offering ("Offering") that is addressed solely to selected investors on the terms and conditions specified in § 3 clause 2, and as such is exempt from the obligation to prepare and publish a prospectus within the meaning of the applicable regulations or any other informational or offering document for the purposes of the Offering pursuant to Article 3 clause 1 in connection with Article 1(4)(a) and (d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC ("Prospectus Regulation").

• 2. Series E Shares may be offered to investors that have received an invitation from the investment firm conducting the Book Building Process to participate in the Offering and meet the following conditions ("Eligible Investors"): (i) they are Qualified Investors within the meaning of Article 1(4)(a) of the Prospectus Regulation; or (ii) they acquire securities for a total consideration of at least EUR 100,000 per investor as referred to in Article 1.4(d) of the Prospectus Regulation.

• 3. The Eligible Investors participating in the Book Building Process that: (i) held more than 0.10% of the shares in the share capital of the Company as at the end of 19 February 2022, i.e. the date of registration of participation in this Extraordinary General Meeting ("Reference Date"); (ii) will confirm the possession of shares as at the Reference Date during the Book Building Process (or any other process aimed at attracting investors for Series E Shares) by: (a) submitting a certificate or certificates confirming the possession of shares, issued by the investment company keeping the securities account of the Eligible Investor, or (b) registering the required number of shares for this Extraordinary General Meeting, and (iii) will express the intention to take up Series E Shares at the price not lower than the issue price of Series E Shares set by the Management Board, will have priority over other Eligible Investors to obtain the allocation of such a number of Series E Shares as will enable such investors, after the issue of Series E Shares, to

maintain their shareholdings in the share capital of the Company at a level not lower than the shareholding held by them as at the end of the Reference Date.

4.

In the event that after the offering of Series E Shares to all Eligible Investors holding the right of priority of allocation referred to in § 2 clause 3 of this Resolution there remain unallocated Series E Shares, the Management Board will be entitled to offer such Series E Shares to other investors eligible to participate in the Offering, being Eligible Investors, chosen by the Management Board at its discretion, as long as the offering does not require the publication of an issue prospectus within the meaning of the applicable legal regulations or another informational document for the purposes of such an offering.

§4

1. In connection with § 1 - 3 of this Resolution, § 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 fifty-five groszy) each, including:

• 1) 1,470,576,500 series "A" bearer shares,

• 2) 259,513,500 series "B" bearer shares,

• 3) 73,228,888 series "C" bearer shares,

• 4) 66,441,941 series "D" bearer shares,

• 5) 373,952,165 series "E" bearer shares.

§5

The Extraordinary General Meeting hereby authorises the Supervisory Board to establish the consolidated text of the Company Statutes, taking into account the amendments resulting from the provisions of this Resolution of the General Meeting.

§6

The Extraordinary General Meeting of the Company authorises the Management Board and entrusts it with performing all acts necessary to implement the provisions of this Resolution and the applicable legal regulations in connection with the issue of Series E Shares, in particular:

• 1. to determine the issue price of Series E Shares, taking into account the results of the Book Building Process, with the aim of maximising proceeds from the issue of Series E Shares;

• 2. to determine the number of Series E Shares, if any, to be allocated to the participants in the Book Building Process upon completion of the Book Building Process;

• 3. to submit an offer to take up Series E Shares to the Entitled Investors, pursuant to Article 431 § 2 item 1 of the Commercial Companies Code, in accordance with the principles set out in this Resolution;

• 4. to enter into agreements on taking up Series E Shares under the procedure provided for in Article 431 § 2 item 1 of the Code of Commercial Companies, i.e. private

subscription, with Entitled Investors who have accepted the offer referred to in item 3 of this paragraph;

5. to set a deadline for submitting offers to take up Series E Shares and the Company's entering into agreements on taking up Series E Shares, with the proviso that the Company's entering into agreements on taking up Series E Shares may take place no later than within 6 (six) months from the date of adopting this Resolution;

6.

to apply for admission and introduction of Series E Shares and, if applicable, RTS to trading on the regulated market of the WSE, if conditions for such admission and introduction have been fulfilled;

• 7. to enter into an agreement with Krajowy Depozyt Papierów Wartościowych S.A.

  [National Securities Depository] ("NSD") for the registration of Series E Shares and, if applicable, RTS in the deposit of securities maintained by the NSD;

• 8. to determine detailed principles of offering Series E Shares, including principles of selecting investors to whom Series E Shares will be allocated; and

9.

to perform all other factual and legal acts in order to implement the provisions of this Resolution, including to offer Series E Shares.

Furthermore, the Extraordinary General Meeting authorises the Management Board to decide to withdraw from the implementation of this Resolution, to suspend its implementation, to withdraw from performing private subscription within the meaning of Article 431 § 2 item 1 of the Commercial Companies Code or to suspend its performance at any time. Making the decision to suspend private subscription within the meaning of Article 431 § 2 item 1 of the Commercial Companies Code, the Management Board may refrain from indicating a new date for its performance, which may be determined at a later date, subject to the deadline referred to in § 6 clause 5 of this Resolution.

§7

This Resolution becomes effective as at the time of its adoption and, with regard to the amendments to the Company Statutes, as at the date of registration of such amendments by the registry court.

Enclosure to Resolution no. 7/2022 of the Extraordinary General Meeting of PGE Polska Grupa Energetyczna S.A.of 6 April 2022 concerning: 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 and/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

Opinion of the Management Board of PGE Polska Grupa Energetyczna S.A.

justifying the reasons for entirely depriving the existing shareholders of the preemptive right to Series E Shares and indicating the manner of determining the issue price of Series E Shares