Completion of the subscription of E series shares

27/2022

11.05.2022 17:11

Art. 56 section 1 p. 2 of Act on Public Offering – current and periodic information

Contents of the report

The Management Board of PGE Polska Grupa Energetyczna S.A. („Company”) hereby provides the information regarding the completion of the private subscription of E series shares („E Series Shares").

The subscription of E Series Shares was made pursuant to Resolution no. 7 of the Extraordinary General Shareholders' Meeting of the Company dated 6 April 2022 convened on 7 March 2022 and resumed on 6 April 2022 regarding the reduction of the share capital by decreasing the nominal value of shares and increasing the share capital by means of an issuance of E series shares in a private subscription, depriving the existing shareholders of entire pre-emptive right to all E series shares, applying for admission and introduction of E series shares or rights to E series shares to trading on the regulated market of the Giełda Papierów Wartościowych w Warszawie S.A., dematerialization of E series shares or rights to E series shares and amendment of the Company's Articles of Association („Share Capital Increase Resolution").

1. The date of the subscription or sale commencement and completion: the book-building process took place on 6-7 April 2022. Agreements on subscribing for E Series Shares were concluded with investors (excluding the State Treasury) and paid-up between 8-14 April 2022. The subscription agreement relating to E Series Shares with the State Treasury was concluded and paid-up by 21 April 2022.

2. The date of allocation of securities: 22 April 2022

3. The number of subscribed or sold securities: In accordance with the Share Capital Increase Resolution 373,952,165 (in words: three hundred seventy-three million nine hundred fifty-two thousand one hundred sixty-five E Series Shares with a nominal value of PLN 8.55 (in words: eight zloty 55/100) each were issued. All of them were subscribed.

4. The reduction rate in individual tranches, when in at least one tranche the number of allocated securities was lower than the number of securities subscribed for: not applicable.

5. The number of securities which were subscribed under the subscription or sale: under a private subscription 373,952,165 (in words: three hundred seventy-three million nine hundred fifty-two thousand one hundred sixty-five) E Series Shares with a nominal value of PLN 8.55 (in words: eight zloty 55/100) each were acquired.

6. The number of securities allocated under the subscription or sale: under a private subscription 373,952,165 (in words: three hundred seventy-three million nine hundred fifty-two thousand one hundred sixty-five) E Series Shares with a nominal value of PLN 8.55 (in words: eight zloty 55/100) each were acquired.

7. The price at which securities were acquired (purchased): PLN 8.55 (in words: eight zloty 55/100) per E Series Share.

8. The number of persons who placed subscriptions for the securities under the subscription or sale in individual tranches: The securities were subscribed by 141 (in words: one hundred forty-one) entities under 98 (in words: ninety-eight) subscription agreements. The private subscription was not divided into tranches.

9. The number of persons to whom securities were allocated under the subscription in individual tranches: E Series Shares were subscribed by 141 (in words: one hundred forty-one) entities under 98 (in words: ninety-eight) subscription agreements.

10. The name (business name) of underwriters who acquired securities in performance of the underwriting agreements, specifying the number of securities acquired, together with the actual unit price of the security (the issue or sale price upon deducting the remuneration for the acquisition of one security, pursuant to the underwriting agreement, by the underwriter): not applicable. The issue of E Series Shares did not involve any underwriting liabilities.

11. The value of the subscription or sale performed, understood as the product of the number of the securities which the offer concerned and the issue or sale price: PLN 3.197.291.010,75 (in words: three billion one hundred and ninety-seven million two hundred and ninety-one thousand and ten zloty 75/100).

12. The aggregate amount of all costs counting towards the issue costs, with an indication of the amount of the costs by each title, divided at least into the costs: As of the date of submitting this report, the Company does not have information on the final settlement of the costs of the issue. The costs shall be made available to the public in a form of a current report, after receipt and acceptance of all invoices from the entities involved in the work on preparing and conducting the issue.

13. The average cost of effecting the subscription or sale per unit of the security which the subscription or sale concerns: As of the date of submitting this report, the Company does not have information on the final settlement of the costs of the issue per unit of E Series Shares. The costs shall be made available to the public in a form of a current report, after receipt and acceptance of all invoices from the entities involved in the work on preparing and conducting the issuance.

14. The manner of payment for the securities acquired (purchased) (in case of acquiring by way of set-off of claims): not applicable.

Disclaimer: this current report and the information contained herein is restricted and is not intended for publication, announcement, distribution or transmission, directly or indirectly, in whole or in any part, 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 information obligations of PGE Polska Grupa Energetyczna S.A. as an issuer of securities admitted to trading on a regulated market, and does not constitute 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 the requirements of Article 17(1) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and Article 56(1)(2) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies ("Public Offering Act").

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

This current report is not an advertisement within the meaning of Article 22 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.

This current report and the information contained herein is not intended for publication, announcement or dissemination, directly or indirectly, in or into the United States, or in other countries where public dissemination of the information contained herein may be restricted or prohibited by law. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States except for transactions not being subject to registration obligation under the U.S. Securities Act or pursuant to an exemption from such registration obligation.

Legal basis: § 16 sec. 1 the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information to be published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws 2018, item 757).

Signatures of persons representing the company

Date Name Position and function
2022-05-11 Lechosław Rojewski Vice-President of the Management Board
2022-05-11 Ryszard Wasiłek Vice-President of the Management Board