Signing of the term sheet for the acquisition by the State Treasury of 100% shares in PGE GiEK S.A.

With reference to:

- the current report no. 24/2021 of July 23, 2021 on Agreement regarding co-operation in spin-off of coal assets to National Energy Security Agency (“NABE”),

- the current report no. 24/2023 of July 15, 2023 on receipt of the proposal of the terms and conditions for the acquisition of 100% of shares in PGE Górnictwo i Energetyka Konwencjonalna (PGE GiEK S.A.) by the State Treasury, and

- the current report no. 27/2023 of August 10, 2023 on obtaining corporate approvals for accepting the proposal of the terms and conditions for the acquisition of 100% of shares in PGE GiEK by the State Treasury,

The Management Board of PGE Polska Grupa Energetyczna S.A. ("PGE", the "Company") discloses that on August 10, 2023 PGE and the State Treasury, represented by the Minister of the State Assets, signed a document (the “Document”, the “Term Sheet”) summarising terms and conditions for acquisition by the State Treasury of all shares held by PGE in PGE GiEK S.A. (PGE’s subsidiary) in order to set up NABE (the “Transaction”).

The signed Term Sheet includes key boundary conditions of the planned Transaction which were indicated in the current report no. 24/2023 of July 15, 2023.

The Term Sheet also specifies conditions on which the conclusion of the preliminary agreement for the sale of the share to the State Treasury is conditional. They particularly include:

a) reaching an agreement in terms of content of the Transaction documentation, including future financing of NABE and obtaining initial credit decisions from banks for financing of NABE,

b) positive consideration by the Prime Minister of the request for acquisition of shares by the State Treasury from the Reprivatisation Fund,

c) obtaining all internal approvals and permits required for concluding or executing the Transaction,

d) concluding agreements (or relevant appendices) ensuring the operation of the companies forming NABE after the closing of the Transaction.

The Document does not constitute an offer or obligation to conclude any agreement.

Within the next stage of the Transaction it is assumed that the preliminary share sale agreement and then the promised share sale agreement will be signed.