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

The Management Board of PGE Polska Grupa Energetyczna Spółka Akcyjna ("Company", "Issuer") hereby announces that on April 6, 2022 the Company entered into an agreement with Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Branch – Brokerage Office in Warsaw, as the Global Coordinator, Bookrunner and Offering Agent ("Manager") for the placement of shares and commenced the book building process by way of private subscription of 373,952,165 (in words: three hundred seventy three million nine hundred fifty two thousand one hundred sixty five) ordinary series E bearer shares issued by the Company ("Offering").

The Offering for series E shares is conducted on the terms and conditions defined in resolution No. 7 of the Extraordinary General Shareholders Meeting of the Company of April 6, 2022 on the reduction of the share capital by decreasing the nominal value of shares and a simultaneous increase of the share capital by way of issuing E series shares in a private placement, depriving the existing shareholders of the 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 run by the Warsaw Stock Exchange, dematerialization of E series shares or rights to E series shares and amendment of the Company's Statute ("Issue Resolution") and on the rules defined in the resolution of the Company's Management Board of April 6, 2022 on the principles of subscription. The Company will apply for the introduction of series E shares to trading on the regulated market run by the Warsaw Stock Exchange S.A. ("WSE"). The Offering of series E shares shall be conducted on the basis of exemption from the obligation to publish a prospectus which allows applying for admission to trading on the regulated market of WSE of up to 20% of the Company's shares identical to those already admitted to trading on the same regulated market within 12 months, i.e. pursuant to Art. 1(5)(a) 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").

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

Pursuant to the Issue Resolution, the issue of series E shares will take place with the exclusion of pre-emptive rights by way of a private subscription addressed exclusively to selected investors (after receiving an invitation from the investment firm conducting the book building process to participate in the Offering) who meet the following criteria: (i) are qualified investors within the meaning of Article 1(4)(A) of the Prospectus Regulation or (ii) acquire securities with an aggregate value of at least EUR 100,000 per investor as referred to in Article 1(4)(D) of the Prospectus Regulation ("Eligible Investors"). At the same time, the Issue Resolution provides for the possibility for the shareholders fulfilling the prerequisites specified in the Issue Resolution to use the priority in the allocation of series E shares. This mechanism would prevent dilution of shareholding of the Eligible Investors participating in the book building process, who held more than 0.10% of shares in the Company's share capital at the end of February 19, 2022, i.e. on the date of registration of participation in the Extraordinary General Shareholders Meeting of the Issuer, during which the Issue Resolution was adopted.

The issue price of series E shares will be determined by the Company's Management Board after consultation with the Manager, primarily on the basis of the results of the book building process and taking into account all circumstances that may affect the determination of the issue price, including in particular the macroeconomic and economic situation, the situation on the capital markets at the time of the public offering of series E shares, current events and their impact on the Company's business prospects, as well as based on the recommendations of the Manager.

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

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

Pursuant to the placement agreement, the Manager undertook to provide the Company with services for the purpose of the placement of series E shares on the terms and conditions specified in the agreement, in particular to organise the book building process for series E shares and to attract subscribers who will subscribe for series E shares. The placement agreement does not obligate the Manager to purchase or sell any financial instruments and does not guarantee the preparation or execution of the introduction of the Company's financial instruments to the organised trading system, the execution of the Offering or the placement of the series E shares or any other financial instruments of the Company. The Placement Agreement contains standard conditions precedent for the Manager's obligations that can be found in agreements of this type concluded in transactions similar to the Offering, including conditions relating to the occurrence of a material adverse change in the Company's situation, as well as reasons for termination typical for agreements of this type. Pursuant to the Placement Agreement, the Manager has the right to terminate the Agreement in the circumstances set out therein, including, but not limited to, if any of the Company's representations or warranties made in the Placement Agreement are found to be inconsistent with the factual or legal status, or if the situation in the financial markets changes materially and adversely affects the ability to conduct the Offering. The Placement Agreement also contains representations and warranties relating to the Issuer and its business, to the extent that such representations and warranties are typically made by issuers of securities in agreements of this type entered into in transactions similar to the Offering. Under the terms of the Placement Agreement, the Manager and other persons indicated in the Placement Agreement will be indemnified against liability and performance obligation in respect of certain claims, liabilities or costs that may be asserted against or raised by the Manager or other persons indicated in connection with the Placement Agreement (the so-called "indemnification clause").

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

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 any advertisement or promotional material prepared or published by the Company for the purpose of promoting the securities of PGE Polska Grupa Energetyczna S.A, (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.