Information on not meeting some of the conditions of a tender offer to subscribe for the sale of shares of Polenergia S.A. announced by PGE Polska Grupa Energetyczna S.A.

With reference to the current report number 10/2018 published on May 22, 2018 on announcing a tender offer to subscribe for the sale of shares of Polenergia S.A. (the “Company”), which was amended on July 9, 2018, (the “Tender Offer”), The Management Board of PGE Polska Grupa Energetyczna S.A. (the “Bidder”), discloses that until the end of the subscription period, i.e. until September 20, 2018, among the conditions stipulated in p. 30 of the Tender Offer:

i) the conditio iuris (legal condition) was satisfied as the President of the Competition and Consumer Protection Office granted an unconditional consent to a concentration consisting of a takeover of control over the Company as a result of the Bidder acquiring the shares of the Company (the “Shares”).

ii) condition of subscriptions placed under the Tender Offer covering at least 29,992,741 Shares, that is at least 66% of the total number of Shares, carrying at least 29,992,741 votes at the general meeting of the Company representing at least 66% of the total number of votes at the general meeting of the Company – was not satisfied.

iii) condition of the general meeting of the Company adopting a resolution on the change in the composition of the supervisory board of the Company by way of appointing five (5) persons nominated by the Bidder to the supervisory board of the Company, with effect from the date of acquisition by the Bidder under the Tender Offer of at least 50% of the total number of Shares plus one (1) Share – was not satisfied.

iv) condition of adoption by the general meeting of the Company of a resolution on the following changes to the Articles of Association of the Company with effect from the date of acquisition by the Bidder under the Tender Offer of at least 50% of the total number of Shares plus one (1) Share:

a) Article 10 Section 2 item a) of the Articles of Association is change to read as follows:

“Members of the Supervisory Board are appointed and revoked as follows:

if the Supervisory Board is comprised of:

(i) six (6) or seven (7) members, PGE Polska Grupa Energetyczna S.A. shall appoint and revoke four (4) members of the Supervisory Board

(ii) eight (8) or nine (9) members, PGE Polska Grupa Energetyczna S.A. shall appoint and revoke five (5) members of the Supervisory Board.

The above rights shall be exercised in the form of a written statement made to the Company.”;

b) Article 10 Section 2 item d) of the Articles of Association is deleted.

- was not satisfied.

v) Condition of concluding an agreement by the Bidder and the Company on strategic cooperation and integration of the Company within the Bidder’s group – was not satisfied.

The Bidder has taken decision not to acquire the shares of the Company due to the fact that some of the conditions indicated above were not satisfied.