Announcement of a tender offer to subscribe for the sale of shares ofPolenergia S.A.

The Management Board of PGE Polska Grupa Energetyczna S.A. (the"Bidder") announces that on May 22, 2018 the Bidder, using theintermediary services of Pekao Investment Banking S.A, announced atender offer (the "Tender Offer") to subscribe for the sale of45,443,547 (forty five million four hundred forty three thousand fivehundred forty seven) ordinary bearer shares (the "Shares") of PolenergiaS.A. (the "Company"), that is for all shares issued by the Company,representing 100% of the total number of votes at the general meeting ofthe Company, for a price of PLN 16.29 (sixteen and 29/100 zlotys) perShare. The Bidder is also the entity acquiring the Shares in the TenderOffer.

The Tender Offer has been announced pursuant to Article 74 Section 1 ofthe Act of July 29, 2005 on public offering, the conditions governingthe introduction of financial instruments to organised trading, and onpublic companies and in compliance with the Ordinance of the Minister ofDevelopment and Finance of September 14, 2017 on the forms of tenderoffers to subscribe for the sale or exchange of shares in a publiccompany, the detailed procedures of the announcement thereof, and theconditions for acquiring shares pursuant to such tender offers. Unlessthe subscription period under the Tender Offer is extended or shortened,the subscriptions can be placed from July 13, 2018 to September 20, 2018.

The Tender Offer is announced subject to the following conditions:

(i) subscriptions placed under the Tender Offer cover at least29,992,741 (twenty nine million nine hundred ninety two thousand sevenhundred forty one) Shares, that is at least 66% of the total number ofShares, carrying at least 29,992,741 (twenty nine million nine hundredninety two thousand seven hundred forty one) votes at the generalmeeting of the Company representing at least 66% of the total number ofvotes at the general meeting of the Company.

(ii) the conditio iuris (legal condition) for the Tender Offer issatisfied, that is the President of the Competition and ConsumerProtection Office grants an unconditional consent to a concentrationconsisting of a takeover of control over the Company as a result of theBidder acquiring the Shares, or the statutory period in which suchconsent should be issued elapses;

(iii) the general meeting of the Company adopts a resolution on thechange in the composition of the supervisory board of the Company by wayof appointing five (5) persons nominated by the Bidder to thesupervisory board of the Company, with effect from the date ofacquisition by the Bidder under the Tender Offer of at least 50% of thetotal number of Shares plus one (1) Share;

(iv) the general meeting of the Company adopts a resolution on thefollowing changes to the Articles of Association of the Company witheffect from the date of acquisition by the Bidder under the Tender Offerof 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 changeto read as follows:

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

a) 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 statementmade to the Company.";

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

(v) the Bidder and the Company conclude an agreement on strategiccooperation and integration of the Company within the Bidder's group.

The Bidder considers its potential acquisition of the Shares to be along-term strategic investment. The Bidder has the will and capacity tofinalize the transaction, however it is not privy to the Companyshareholders' position as to their response to the Tender Offer, if any.The Bidder believes that announcing the Tender Offer is the mosttransparent manner of disclosing its intentions and facilitates engagingthe Company shareholders in discussions.

The takeover of the Company is in line with the Bidder's businessstrategy. The Bidder perceives the transaction as an opportunity to growand expand through a merger with the vertically integrated powercompany. Similarly as the Bidder, the Company engages in the business ofproduction of electricity, including in renewable energy sources,production of heat, distribution and trading in electricity.

If the Tender Offer results in the Bidder holding Shares that willrepresent at least 90% of the votes at the general meeting of theCompany, the Bidder intends to squeeze-out the minority shareholders andthereafter revert the Shares into documentary form and delist them fromthe regulated market.

The Tender Offer document is attached to this Current Report.