An announcement of the Management Board about the convening of theOrdinary General Meeting of _quot;PGE Polska Grupa Energetyczna SpółkaAkcyjna_quot;
The Management Board of _quot;PGE Polska Grupa Energetyczna Spółka Akcyjna_quot;with the registered office in Warsaw (the _quot;Company_quot;), acting pursuant toArticle 395 § 1 and § 2, Article 399 § 1 in connection with Article402(1) and 402(2) of the Commercial Companies Code of September 15th2000 (Journal of Laws of 2020, item 1526, as amended) and § 36 of theCompany Statutes, convenes, for the day of June 22th, 2022 at 1:00 p.m.,the Ordinary General Meeting of the Company (the _quot;General Meeting_quot;). TheGeneral Meeting will be held in Warsaw in the building of GiełdaPapierów Wartościowych w Warszawie S.A., at 4 Książęca Street, 00-498Warsaw.
The agenda:
1. The opening of the General Meeting.
2. The election of Chairperson of the General Meeting.
3. The ascertainment of the correctness of convening the General Meetingand its capability of adopting binding resolutions.
4. The adoption of the agenda of the General Meeting.
5. The adoption of a decision not to elect the Returning Committee.
6. The consideration of "The EU-IFRS-compliant standalone financialstatements of the company PGE Polska Grupa Energetyczna S.A. for theyear ended 31 December 2021 (in million zlotys)" and the adoption of theresolution concerning their approval.
7. The consideration of "The EU-IFRS-compliant consolidated financialstatements of the Capital Group of PGE Polska Grupa Energetyczna S.A.for the year ended 31 December 2021 (in million zlotys)" and theadoption of the resolution concerning their approval.
8. The consideration of the Management Board's report on the activitiesof the company PGE Polska Grupa Energetyczna S.A. and the PGE CapitalGroup for the year ended 31 December 2021 and the adoption of theresolution concerning its approval.
9. The adoption of the resolution concerning the distribution of netprofit of the company PGE Polska Grupa Energetyczna S.A. for thefinancial year 2021.
10. The presentation of the information on the application of The GoodPractices of Companies Listed on the Warsaw Stock Exchange 2021 by PGEPolska Grupa Energetyczna S.A.
11. The consideration of the report on the activities of the SupervisoryBoard of PGE Polska Grupa Energetyczna S.A. in 2021.
12. The consideration of the report of the Supervisory Board of PGEPolska Grupa Energetyczna S.A. on the evaluation of the Company'sposition in the year 2021, including an evaluation of the Company'sinternal control, risk management and compliance systems as well as theinternal audit function.
13. The presentation of the opinion on "The report on the remunerationof the Members of the Management Board and the Supervisory Board of PGEPolska Grupa Energetyczna S.A. for the year 2021".
14. The adoption of the resolution on the approval of "The remunerationpolicy for the members of the Management Board and the Supervisory Boardof PGE Polska Grupa Energetyczna S.A."
15. The adoption of resolutions on the granting of discharge to theMembers of the Management Board and the Supervisory Board of PGE PolskaGrupa Energetyczna S.A.
16. The adoption of resolutions on changes in the composition of theSupervisory Board of PGE Polska Grupa Energetyczna S.A.
17. The closing of the Extraordinary General Meeting.
A description of the procedures concerning participation in the GeneralMeeting and exercise of the voting right
Pursuant to Article 406(1) § 1 of the Commercial Companies Code, thoseholding Company shares sixteen days before the date of the GeneralMeeting (the date of registering participation in the General Meeting)i.e. as at June 6th, 2022, are entitled to participate in the GeneralMeeting.
In order to ensure their participation in the General Meeting, theShareholder should require not earlier than after the announcement ofthe convening of the General Meeting, i.e. not earlier than on May 25th,2022 and not later than on the first business day after the date of theregistration of participation in the General Meeting, i.e. not laterthan on June 7th, 2022, that the entity managing their securitiesaccount issue a name-bearing certificate of entitlement to participatein the General Meeting.
The list of the Shareholders entitled to participate in the GeneralMeeting will be made available by the Management Board in the Company'sregistered office at 2 Mysia Street, 00-496 Warsaw on three consecutivebusiness days before the date of the General Meeting, i.e. on June 17th,20th and 21th, 2022 from 9.00 a.m. to 3.00 p.m., in the Department ofthe Management Board (floor 2).
The Management Board announces that the Shareholder may request that thelist of the Shareholders be sent to them by electronic mail, free ofcharge. The Shareholder requesting that the list of the Shareholders besent to them should specify an electronic mail address to which the listshould be sent. Such a request may be sent by electronic mail to theCompany's e-mail address: wza@gkpge.pl.
The Management Board announces that the Shareholder has the right toparticipate in the General Meeting and exercise the voting right inperson or by proxy. The Shareholder's proxy exercises all rights of theShareholders unless the text of the proxy stipulates otherwise. Theproxy may grant further proxies unless the content of the proxystipulates otherwise. One proxy may represent more than one Shareholder.In such case, the proxy may vote differently with respect to shares heldby each Shareholder. If the Shareholder holds shares registered in morethan one securities account, they may appoint a proxy to exercise therights related to shares registered in each such account.
A proxy to participate in the General Meeting and exercise the votingright should be drawn up in writing or an electronic format.
In order to identify the Shareholder granting a proxy and the Proxyrepresenting such a Shareholder, a document granting the proxy should beaccompanied by the following:
a) in the case of the Shareholder who is a natural person - a copy oftheir identity card, pages from a passport allowing identification orany other official document certifying the Shareholder's identity;
b) in the case of the Shareholder who is not a natural person - a copyof a current extract from a proper register or any other documentcertifying the existence of the Shareholder or the right of itsrepresentative or representatives to represent the Shareholder, togetherwith copies of an identity card, pages from a passport allowingidentification or any other official document certifying the identity ofsuch a representative or representatives authorized to represent theShareholder;
c) in the case of the Proxy who is a natural person - a copy of theiridentity card, pages from a passport allowing identification or anyother official document certifying the Proxy's identity;
d) in the case of the Proxy who is not a natural person - a copy of acurrent extract from a proper register or any other document certifyingthe existence of the Proxy or the right of its representative orrepresentatives to represent the Proxy, together with copies of anidentity card, pages from a passport allowing identification or anyother official document certifying the identity of such a representativeor representatives authorized to represent the Proxy.
In the case of foreign entities in whose countries of registrationrelevant registers are not kept, instead of a copy of a current extractfrom a register referred to in letters _#8206;b) and d) above, a copy of adocument certifying the existence of the given entity or the right ofits representative or representatives to represent the entity should bepresented.
In the event of doubts concerning the authenticity of the copies of thedocuments referred to above, the Management Board reserves the right todemand before the beginning of the General Meeting the presentation ofthe originals of the said documents or their copies certified by anotary public, legal counsel or any other entity authorized to certifytrue copies of documents. If such documents are not presented, a Proxyof the Shareholder may be not allowed to participate in the GeneralMeeting.
All documents referred to above which are drawn up in a foreign languageshould be accompanied by a proper certified translation into the Polishlanguage drawn up by a sworn translator.
If a proxy to participate in the General Meeting and exercise the votingright granted by the Shareholder is a conditional proxy, it should beaccompanied by a documentary evidence that the particular condition hasbeen fulfilled.
A proxy granted in an electronic format needs not to be accompanied by asecure electronic signature verified by means of a valid qualifiedcertificate. The Company should be notified of the fact of granting aproxy in an electronic format using the electronic means ofcommunication. Such notification must be sent by electronic mail to theCompany's e-mail address: wza@gkpge.pl. The notification should beaccompanied by a scanned copy of the granted proxy and scanned copies ofthe documents referred to in letters a), b), c) and d) above. Thenotification should include also an electronic mail address at which theCompany may contact the Shareholder and the Proxy. The Management Boardshall have the right to verify submitted notifications and to takeactions aiming at the identification of the Shareholder and the Proxyand the confirmation of their authorization. The verification mayconsist, in particular, in asking verification questions of theShareholder or the Proxy by telephone or electronic mail. The aboveprinciples will apply to a change in or revocation of the granted proxy.Notifications which do not meet the requirements referred to above willnot result in any legal consequences for the Company. The Company willnot be liable for any errors in the proxy forms and actions of peopleusing proxies. At the request of the Company or a person (persons)appointed by the Company to register the Shareholders, a Proxy appearingin the General Meeting is obliged to present the documents attached tothe notification referred to above.
In the case of foreign entities in whose countries of registrationrelevant registers are not kept, instead of a scanned copy of a currentextract from a register, a scanned copy of a document certifying theexistence of the given entity or the right of its representative orrepresentatives to represent the entity should be presented.
In the event of doubts concerning the authenticity of the documentsreferred to above, the Management Board reserves the right to demandbefore the beginning of the General Meeting the presentation of theoriginals of the said documents or their copies certified by a notarypublic, legal counsel or any other entity authorized to certify truecopies of documents. If such documents are not presented, a Proxy of theShareholder may be not allowed to participate in the General Meeting.
All documents referred to above which are drawn up in a foreign languageshould be accompanied by a proper certified translation into the Polishlanguage drawn up by a sworn translator.
The Management announces also that if the Shareholder grants a proxytogether with a voting instruction, the Company will not verify ifProxies exercise the voting rights in accordance with the instructionsreceived from the Shareholders. Therefore, a voting instruction shouldbe given to the Proxy only.
Shareholders' selected rights
The Management Board announces that the Shareholder or Shareholdersrepresenting at least one twentieth of the share capital may requestthat particular matters be included in the agenda of the GeneralMeeting. This right is exercised by way of submitting a requestincluding a justification or a draft resolution or resolutionsconcerning a proposed item on the agenda. Such a request should besubmitted to the Management Board not later than 21 days before thespecified date of the General Meeting, i.e. until June 1 2022. Therequest should be submitted to the Management Board at the followingaddress: Zarząd _quot;PGE Polska Grupa Energetyczna Spółka Akcyjna_quot;, ul.Mysia 2, 00-496 Warszawa, or sent by electronic mail to the Company'se-mail address: wza@gkpge.pl. The request should be accompanied bycopies of documents certifying the right of the person (persons)submitting such a request to act on behalf of the Shareholder.
The Management Board announces that the Shareholder or Shareholdersrepresenting at least one twentieth of the share capital may, by thedate of the General Meeting, propose draft resolutions concerningmatters already included or to be included in the agenda of the GeneralMeeting. Such draft resolutions should be submitted to the ManagementBoard at the following address: Zarząd _quot;PGE Polska Grupa EnergetycznaSpółka Akcyjna_quot;, ul. Mysia 2, 00-496 Warszawa, or sent by electronicmail to the Company's e-mail address: wza@gkpge.pl. The draftresolutions should be accompanied by copies of documents certifying theright of the person (persons) proposing such draft resolutions to act onbehalf of the Shareholder.
The Management Board announces that during sessions of the GeneralMeeting each Shareholder may propose draft resolutions concerning thematter included in the agenda. Draft resolutions should be presented inthe Polish language.
Pursuant to Article 428 § 1-5 of the Commercial Companies Code, duringthe course of the General Meeting each shareholder is entitled to askquestions concerning the matters included in the agenda of the GeneralMeeting."
Using means of electronic communication
The Management Board announces that it will not be possible toparticipate in, or to take the floor during, the General Meeting usingelectronic means of communication, as well as to vote by mail or usingelectronic means of communication.
Registration of presence in the General Meeting
Persons entitled to participate in the General Meeting should registertheir presence and collect voting ballots directly in front of theGeneral Meeting room 30 minutes before the beginning of the GeneralMeeting.
Access to documentation
The Management Board announces that the complete text of thedocumentation to be presented to the General Meeting, including draftresolutions, will be available on the Company's website as of the dateof the convening of the General Meeting. All other documents concerningmatters already included or to be included in the agenda of the GeneralMeeting by the date of the General Meeting will be available on theCompany's website immediately after they have been drawn up andsubmitted to the Company by the authorized Shareholders.
Access to information
All information related to the General Meeting is available on theCompany's website.