Signing of an investment agreement with the State Treasury

The Management Board of PGE Polska Grupa Energetyczna Spółka Akcyjna ("PGE", "Company", "Issuer") announces that on April 5, 2022 the Company signed an investment agreement ("Investment Agreement") with the State Treasury represented by the Prime Minister, in relation to the planned issue of new series E shares of the Company with exclusion of pre-emptive rights of the existing shareholders, which will be a private placement, directed only to selected investors.

Pursuant to the Investment Agreement, the State Treasury expresses its intention to subscribe for up to 373,952,165 (in words: three hundred seventy three million nine hundred fifty two thousand one hundred sixty five) new series E ordinary bearer shares issued by the Company for a cash contribution from the Reprivatisation Fund referred to in Articles 56 and 69h of the Act of 30 August 1996 on commercialisation and certain rights of employees (Journal of Laws of 2022, item 318), in the total amount not exceeding PLN 3,197,291,010.75 (three billion one hundred ninety seven million two hundred ninety one thousand ten zlotys and 75/100) ("New Funds").

The Company has made a commitment to the State Treasury that it will use the New Funds in their entirety for the implementation by the Company and its subsidiaries (PGE Dystrybucja S.A., PGE Energia Odnawialna S.A., PGE Energia Ciepła S.A., Rybnik 2050 sp. z o.o.) of investment projects in three areas: intensification of development of renewable energy sources (RES); development of distribution under the "Distribution of the Future" programme; and decarbonisation through development of low-emission sources.

The Investment Agreement governs the rules for the use of the New Funds and the consequences of a breach of those rules, the Company's obligations and warranties in connection with the transfer of the New Funds, the reporting and accounting obligations for the New Funds and the State Treasury's inspection powers.

If the New Funds are used contrary to the Investment Agreement or the Investment Agreement is improperly performed, the Company shall be obligated to return all or part of the New Funds or to pay contractual or guarantee penalties to the State Treasury, depending on the type of provision violated.

Subscription of shares by the State Treasury will be conditional upon adoption by the Extraordinary General Meeting of Shareholders of a resolution on the increase of share capital of the Company. The final number of shares subscribed for by the State Treasury will depend on the results of the book-building process referred to in the resolution on the increase of the share capital of the Company and will be determined in the share subscription agreement.