PGE Polska Grupa Energetyczna S A : Resolutions adopted on March 7, 2022

RESOLUTION NO. 1

of the Extraordinary General Meeting

of "PGE Polska Grupa Energetyczna Spółka Akcyjna"

of 7 March 2022

Concerning the election of Chairperson of the Extraordinary General

Meeting of the Company

Acting pursuant to article 409 § 1 of the Commercial Companies Code and § 32 of the Company Statutes, the Extraordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company"), adopts as follows:

§ 1

The Extraordinary General Meeting elects Ms Anna Kowalik as Chairperson of the Extraordinary General Meeting of the Company.

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 471 527 012

The number of votes cast for the resolution: 1 471 527012

The number of votes cast against the resolution: 0

The number of abstaining votes: 0

The resolution was adopted in a secret ballot.

The valid votes was cast from 1 471 527 012 shares accounting for 78,70 % in share capital of PGE Polska Grupa Energetyczna S.A.

RESOLUTION NO. 2

of the Extraordinary General Meeting

of "PGE Polska Grupa Energetyczna Spółka Akcyjna"

of 7 March 2022

concerning the adoption of the agenda of the Extraordinary General

Meeting

The Extraordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company"), adopts as follows:

§ 1

The Extraordinary General Meeting of the Company adopts the following agenda of the Extraordinary General Meeting:

1. The opening of the Extraordinary General Meeting.
2. The election of Chairperson of the Extraordinary General Meeting.
3. The ascertainment of the correctness of convening the Extraordinary General Meeting and its capacity to adopt resolutions.
4. The adoption of the agenda of the Extraordinary General Meeting.
5. The adoption of a decision not to elect the Returning Committee.
6. The adoption of a resolution concerning the General Meeting's granting consent for the manner of voting, as determined by the Management Board of PGE Polska Grupa Energetyczna S.A., at the General Meeting of the company PGE Systemy S.A. on the matter of amendments to the Statutes of PGE Systemy S.A.
7. The adoption of a resolution concerning the principles of determining remuneration for Members of the Management Board.
8. The adoption of a resolution 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 present 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.
9. The closing of the Extraordinary General Meeting.

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 471 527 012

The number of votes cast for the resolution: 1 345 729 811

The number of votes cast against the resolution: 0

The number of abstaining votes: 125 797 201

The resolution was adopted in an open ballot.

The valid votes was cast from 1 471 527 012 shares accounting for 78,70 % in share capital of PGE Polska Grupa Energetyczna S.A.

RESOLUTION NO. 3

of the Extraordinary General Meeting

of "PGE Polska Grupa Energetyczna Spółka Akcyjna"

of 7 March 2022

concerning the adoption of a decision not to elect the Returning

Committee

Acting pursuant to § 16 clause 6 of the Regulations of the General Meeting of the company PGE Polska Grupa Energetyczna S.A., the Extraordinary General Meeting of PGE Polska Grupa Energetyczna S.A. with its registered office in Warsaw (the "Company"), adopts as follows:

§ 1

The Extraordinary General Meeting decides not to elect the Returning Committee.

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 471 527 012

The number of votes cast for the resolution: 1 471 363 772

The number of votes cast against the resolution: 143 240

The number of abstaining votes: 20 000

The resolution was adopted in an open ballot.

The valid votes was cast from 1 471 527 012 shares accounting for 78,70 % in share capital of PGE Polska Grupa Energetyczna S.A.

RESOLUTION NO. 4

of the Extraordinary General Meeting

of "PGE Polska Grupa Energetyczna Spółka Akcyjna"

of 7 March 2022

concerning the General Meeting's granting consent to the manner of voting, as determined by the Management Board of PGE Polska Grupa Energetyczna S.A., at the General Meeting of the company PGE Systemy S.A. on the matter of amendments to the Statutes of PGE Systemy S.A.

Acting pursuant to § 37 clause 3 item 2 of the Statutes of PGE Polska Grupa Energetyczna S.A., the Extraordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Warsaw ("Company") adopts as follows:

§1

The Extraordinary General Meeting of the Company grants its consent to the manner of voting, as determined by the Management Board of the Company, at the General Meeting of the company PGE Systemy S.A. and consisting in voting in favour of the resolution on amending the Statutes of PGE Systemy S.A. as follows:

1. § 5 clause 1 item 18 of the Statutes of PGE Systemy S.A. is to have the following new wording:
2. 1. 
      "1. As a special-purpose company, PGE Systemy S.A. performs the function of a shared services centre established to provide ICT services for the entities within the Capital Group of PGE Polska Grupa Energetyczna S.A. PGE Systemy S.A. shall perform the tasks of the central purchasing agent for the entities within the Capital Group of PGE Polska Grupa Energetyczna S.A., in particular with regard to the following:
   2. the purchase of products or services for their resale to the entities within the Capital Group of PGE Polska Grupa Energetyczna S.A., or
   3. the award of contracts or the conclusion of framework agreements for construction works, supplies or services for the entities within the Capital Group of PGE Polska Grupa Energetyczna S.A.; and shall conduct activities related to auxiliary purchases for the entities within the Capital Group of PGE Polska Grupa
      Energetyczna S.A.";

• 15 of the Statutes of PGE Systemy S.A. is to be extended with new clause 10 with the following wording:
• 
  "A member of the Management Board shall submit his/her resignation to another member of the Management Board or a commercial proxy, and shall notify the Supervisory Board of such resignation. If, in consequence of resignation of a member of the Management Board, all seats on the Management Board were to be left vacant, a member of the Management Board shall submit his/her resignation to the Supervisory Board at the
  Company's registered office.";