Announcement.

A call to subscribe for the sale of shares of Zespół Elektrociepłowni Wrocławskich KOGENERACJA SA

This call for subscription for the sale of shares of Zespół Elektrociepłowni Wrocławskich KOGENERACJA Spółka Akcyjna, with its registered office in Wrocław (the "Call"), is announced by PGE Polska Grupa Energetyczna Spółka Akcyjna, with its registered office in Warsaw ("Inquiry"). This Call is announced on the basis of art. 73 par. 2 point 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (unified text: Journal of Laws of 2016, item 1639) ("Act on Offerings") as well as in accordance with the Regulation of the Minister of Development and Finance of September 14, 2017 on the patterns of calls to subscribe for the sale or exchange of shares in a public company, the detailed manner of their publication and the conditions for purchasing shares as a result of these calls (Journal of Laws of 2017, item 1748) (the "Regulation"). 1. Designation of shares covered by the call, their type and issuer, indicating the number of votes at the general meeting, which entitles one share of a given type The subject of the Tender Offer is 2,383,999 (two million three hundred eighty three thousand nine hundred ninety nine) dematerialized ordinary bearer shares issued by the company Zespół Elektrociepłowni Wrocławskich KOGENERACJA Spółka Akcyjna, with its registered office in Wrocław, ul. Łowiecka 24, 50-220 Wrocław ("Company"), entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court for Wrocław-Fabryczna in Wrocław, VI Commercial Division of the National Court Register, under KRS number 0000001010, with a nominal value of PLN 5.00 (five zlotys) each, being traded on the regulated (basic) market run by the Warsaw Stock Exchange ("WSE"), designated by the National Depository for Securities S.A. ("KDPW") with the ISIN code PLKGNRC00015, each entitling to 1 (one) vote at the General Meeting of Shareholders of the Company ("Shares") ("General Meeting"). The Caller, as a result of the acquisition from EDF International SAS and EDF Investment II BV on November 13, 2017, 99.52% of shares, approximately one hundredth of a percent, in the share capital of EDF Polska S.A. based in Warsaw, currently operating under the name PGE Energia Ciepła S.A., indirectly exceeded 33% of the total numbervotes at the General Meeting, therefore the Call is a follow-up. 2. Name and surname or company (name), place of residence (registered office) and address of the requesting party or address for deliveries - in the case of the caller being a natural person The Caller is PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Warsaw, ul. Mysia 2, 00-496 Warsaw, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw Warsaw in Warsaw, XII Commercial Division of the National Court Register under the number KRS 0000059307. 3. Name and surname or company (name), place of residence (registered office) and address of the entity purchasing the shares or address for deliveries - in the case of the purchaser being a natural person The entity purchasing the Shares is PGE Energia Ciepła Spółka Akcyjna with its registered office in Warsaw, ul. Złota 59, 00-120 Warsaw, entered in the register of entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw Warsaw in Warsaw, XII Commercial Division of the National Court Register under number KRS 0000013479 ("Purchaser"). 4. Company, registered office, address and telephone, fax and e-mail address of the intermediary entity Company: Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Branch - Brokerage House of PKO Bank Polski in Warsaw "DM PKO BP" Headquarters Warsaw < / br> Address: ul. Puławska 15, 02-515 Warszawa Phone: +48 22 521 80 10 and + 48 22 521 80 12 Fax: +48 22 521 79 46 Email address: [email protected] 5. Percentage of votes from the shares covered by the tender offer and the corresponding number of shares that the entity purchasing the shares intends to achieve as a result of the tender offer, with dematerialized shares and the number of votes attached to those shares The Purchaser intends to obtain, as a result of the Call, approximately one hundredth per cent, 16,00% of the total number of votes at the General Meeting, through acquisition of a total of 2,383,999 (two million three hundred eighty-three thousand nine hundred ninety-nine) Shares entitling to exercise 2,383,999 (two million three hundred and eighty-three thousand nine hundred ninety-nine) votes and constituting, approximately one hundredth of a percent, 16.00% of the share capital of the Company. All Shares which the Offeror intends to purchase as a result of the Call are sharesdematerialized. 6. The total percentage number of votes on shares and the corresponding number of shares that the purchaser of shares intends to achieve after the tender offer Following the call, the Purchaser intends to directly reach a total of 33.74% of the total number of votes at the General Meeting, which corresponds to 5.026. 868 (five million twenty six thousand eight hundred sixty eight) shares of the Company. After the Call, the Purchaser, together with its subsidiary EDF Investment III B.V., intends to achieve a total of 66% of the total number of votes at the General Meeting, which corresponds to 9,834,000 (nine million, eight hundred and thirty four thousand) shares of the Company. 7. Defining the proportions in which shares will be acquired by each entity - if on the basis of the tender offer, the shares are intended to acquire more than one entity Not applicable. The Purchaser will be the only entity purchasing the Shares based on the Call. 8. The price at which the shares subject to the call will be purchased, determined separately for each type of shares with identical voting rights - if the shares covered by the tender differ in terms of the number of votes at the general meeting, which entitles the given type of shares Shares covered by the Call will be purchased at a price of PLN 81.80 (eighty-one zlotys and eighty groszy) for each Share ("Share Price"). 9. Price from which, pursuant to art. 79 of the Act, there can not be a lower price specified in point 8, specified separately for each type of shares with identical voting rights - if the shares covered by the tender differ in terms of the number of votes at the general meeting, which entitles the given type of shares to an indication of the grounds for determining this price The price specified in Item 8 of the Tender Offer is in accordance with the conditions provided for in art. 79 of the Public Offering Act. In particular, the Share Price indicated in Item 8 of the Tender Offer is not lower than the average market price, i.e. the price being the arithmetic average of the average daily prices weighted by the trading volume from the period of six (six) months preceding the announcement date; during which the Company's shares were traded on the WSE regulated market, and which amounts to PLN 81.80 (eighty-one zlotys and eighty groszy). In the period of 12 months prior to the announcement of the Call,The Caller or any entity dependent on or dominant by him did not acquire the shares of the Company, it should be noted that entities that became (directly or indirectly) dependent on the Offeror as a result of the acquisition from EDF International SAS and EDF Investment II B.V. 99.52% of shares, approximately one hundredth of a percent, in the share capital of EDF Polska S.A. with its registered office in Warsaw, currently operating under the name PGE Energia Ciepła S.A., made transactions (direct or indirect) of the acquisition of the Company's shares before the date of this acquisition. These entities transacted (indirectly or directly) the acquisition of the Company's shares at the time when they were not subsidiaries (directly or indirectly) from the Offeror. The Caller declares that it is not, and in the 12 months preceding the announcement of the Offer was not, party to the agreement referred to in art. 87 par. 1 point 5 of the Act on the offer. 10. Duration of the tender offer, including the date of subscription for shares covered by the tender offer, with an indication of whether and under which conditions the shortening of the subscription period will be shortened or extended Announcement Date of the Tender Offer: February 1, 2018 subscriptions for Shares in the Tender Offer: February 21, 2018 Deadline for accepting subscriptions for Shares in the Tender Offer: March 6, 2018 Anticipated date of share purchase transaction on the WSE: March 9, 2018 Estimated date of settlement of the transaction of purchase of Shares by KDPW: 14 March 2018 Subscriptions for the sale of Shares in the Tender Offer will be accepted only on business days (for which days of the week are accepted from Monday to Friday, excluding public holidays in Poland) ), during working hours of the facilities indicated in point 18. The deadline for accepting subscriptions for the sale of Shares in the Tender Offer may be extended by the Offeror on the terms specified in the Regulation. The Caller will make public the extension of the subscription period for Shares, in accordance with § 5 para. 5 point 1 lit. (a) in conjunction from § 3 para. 2 and 4 of the Ordinance, no later than 14 days before the date of expiry of the initial subscription period for the Shares. The deadline for accepting subscriptions for the sale of Shares in the Tender Offer will not be shortened. 11. Indication of the parent entity of the requesting party A parent entity of the Offeror in the meaning of art. 4 point 14 of the Act onthe offer is the State Treasury. 12. Indication of the parent entity of the entity purchasing the shares The parent entity of the Purchaser within the meaning of art. 4 point 14 of the Act on the offer is the Caller. 13. Percentage of votes from shares and the corresponding number of shares which the caller has with the parent company, subsidiaries or entities that are parties to the agreement referred to in art. 87 par. 1 point 5 of the Act. Percentage of votes from the Company's shares which, on the day the Announcement is announced, is held by the Caller together with the parent entity and its subsidiaries, is approximately one hundredth of a percent, 50.00% of the total number of votes at the General Meeting, constituting , approximately one hundredth of a percent, 50.00% of the share capital of the Company, which corresponds to 7.450.001 (seven million four hundred fifty thousand one) of the Company's shares. The Caller is not a party to the agreement referred to in Art. 87 par. 1 point 5 of the Act on the offer. 14. The total percentage share of shares and the corresponding number of shares that the caller intends to achieve with the parent company and its subsidiaries after the call The Caller together with the parent company and its subsidiaries intends to achieve 66% of the total number after the Call votes at the General Meeting, corresponding to a total of 9 834 000 (nine million, eight hundred and thirty four thousand) shares of the Company, which will entitle to 9 834 000 (nine million, eight hundred and thirty four thousand) votes at the General Meeting. 15. Percentage of votes from shares and the corresponding number of shares that the entity purchasing shares owns together with the parent company, subsidiaries or entities that are parties to the agreement referred to in art. 87 par. 1 point 5 of the Act Purchase Shares together with the parent entity and subsidiaries hold a total of 7 450 001 (seven million four hundred fifty thousand and one) Company shares entitling to, approximately one hundredth of a percentage, 50.00% of the total number of votes at the General Meeting, representing approximately one hundredth of a percent, 50.00% of the share capital of the Company. The acquiring party is not a party to the agreement referred to in art. 87 par. 1 point 5 of the Act on the offer. 16. total,percentage number of votes on shares and the corresponding number of shares that the purchaser of shares intends to achieve, together with the parent company and subsidiaries, after the call has been made The Purchaser intends, after conducting the Call, to achieve jointly with the parent company and its subsidiaries, not more than 9 834 000 (nine million, eight hundred and thirty four thousand) shares of the Company, which will entitle to 9 834 000 (nine million, eight hundred and thirty four thousand) votes at the General Meeting, ie 66.00% of the total number of votes at the General Meeting, , 00% of the Company's shares. 17. Indication of the type of connections between the calling party and the entity purchasing the shares - if they are different entities, and between the entities purchasing the shares The Caller is the entity directly dominant in relation to the Purchaser within the meaning of art. 4 point 14 of the Public Offering Act. 18. Indication of places to accept subscriptions for shares covered by the tender offer Subscriptions for Shares will be accepted at the Customer Service Points ("Customer Service Points", "POK") of DM PKO BP, in accordance with the list indicated below: Tender Document and all forms necessary to submit the subscription can be obtained at each of the Customer Service Points indicated above. 19. Indication of the dates during which the purchaser of shares will buy shares from persons who responded to the call during the call. During the Call, until the subscriptions for the sale of the Shares are closed, the Purchaser will not acquire the Shares from the shareholders of the Company who responded to Call. The transactions of purchase of the Shares covered by subscriptions will be concluded not later than within 3 business days after the subscription period ends as part of the Offer. Settlement of these transactions will take place no later than within 3 business days of their conclusion. The assumed dates on which the transactions of purchase of Shares will be carried out and their settlement are indicated in Item 10 of the Call. 20. The mode and manner of payment by the bidder for the shares purchased - in the case of non-dematerialized shares Not applicable - all Shares covered by the subject of the Offer are dematerialized. 21. Determination of the type and value of securities that will be issued in exchange for shares purchased, and the principles of their valuation - if the callprovides for signing up for an exchange of shares Not applicable - The call does not provide for signing up for an exchange of shares. 22. Swap quotas or detailed way of determining them - if the call provides for signing up for an exchange of shares Not applicable - The call does not provide for signing up for an exchange of shares. Indication of cases in which the conversion parity may change - if the call provides for signing up for an exchange of shares Not applicable - The call does not provide for signing up for an exchange of shares. 24. The mode and method of conversion - if the call provides for signing up for an exchange of shares Not applicable - The call does not provide for signing up for an exchange of shares. 25. Statement of the requesting party that provided the option to settle the exchange transaction - if the call provides for subscribing for the conversion of shares Not applicable - The call does not provide for signing up for an exchange of shares. 26. Indication whether the requesting party is a parent or subsidiary of the issuer of the shares covered by the tender offer, specifying the characteristics of this dominance or dependence The Caller is an indirectly dominant entity in the meaning of art. 4 point 14 of the Act on the offer. The Caller through its subsidiaries, i.e. the Purchaser and EDF Investment III B.V. holds a total of 7,450,001 (seven million four hundred and fifty thousand one) Company shares entitling to, approximately one hundredth of a percentage, 50.00% in the total number of votes at the General Meeting, representing approximately one hundredth of a percent, 50.00% Company shares. The Caller is not a subsidiary of the Company. The State Treasury is the dominant entity of the Caller. 27. Indication whether the entity purchasing the shares is a parent or subsidiary of the issuer of the shares covered by the summons, with the specification of the features of this dominance or dependence The acquiring entity is an indirectly dominant entity in the meaning of art. 4 point 14 of the Act on the offer. The Purchaser and its subsidiary: EDF Investment III B.V. holds a total of 7,450,001 (seven million four hundred and fifty thousand one) Company shares entitling to, approximately one hundredth of a percentage, 50.00% in the total number of votes at the General Meeting, representing approximately one hundredth of a percent, 50.00% share in the Company's share capital and has at its disposalindirectly by a majority of votes at the General Meeting, therefore, within the meaning of art. 4 point 14 of the Act on Offerings is the parent company of the Company. 28. Declaration of the entity acquiring the shares on the fulfillment of all legal conditions for the purchase of shares in the tender offer or receipt of the required notice of no objection to the acquisition of shares, or on receipt of the required decision of the competent authority on the consent for the purchase of shares or on receiving a decision on granting consent for the concentration entrepreneurs, or an indication that the summons is announced provided that the legal conditions are fulfilled or the required decisions or notifications are received, and the time limit within which the best knowledge of the requesting party is to meet legal requirements and receive the required notices of objection or decision on granting permission to purchase shares or decisions on granting a concentration of entrepreneurs, no longer than the deadline to accept subscription orders The Acquirer Actions under the Tender Offer declares that there are no conditions ne, the fulfillment of which would be required in order to acquire the Shares under the Tender Offer and no decisions of the competent authorities on granting consent for the purchase of the Shares are required, and no notices of no objection to the purchase of Shares are required. Detailed intentions of the requesting party in relation to the company whose shares are the subject of the tender offer The current plans of the Offeror assume that the Offeror will maintain the dominant position in the Company. In addition, the Caller expects that during the period of his involvement in the Company, the Company will maintain its current subject and scale of operations and will undertake new projects in the short and long term aimed at increasing value, technological development and strengthening the Company's competitive position on the market. br> 30. Detailed intentions of the entity purchasing the shares in relation to the company whose shares are the subject of the tender offer The current Plans of the Purchaser assume that it will maintain the dominant position in the Company. In addition, the Purchaser expects that during the period of his involvement in the Company, the Company will maintain its current subject and scale of operations and will undertake new projects in the short and long term to increase value,technological development and strengthening of the Company's competitive position on the market. 31. Indication of the possibility to withdraw from the tender offer Pursuant to art. 77 paragraph 3 of the Public Offering Act, the Offeror may withdraw from the Tender Offer only if another entity calls for Shares covered by the Tender Offer. 32. Indication of one of the modes specified in § 6 para. 1 of the Regulation, pursuant to which shares will be acquired - in the case of a summons referred to in art. 73 par. 2 point 1 of the Act Shares will be purchased in accordance with the procedure set out in § 6 para. 1 point 2 of the Regulation. Acquirer (i) acquire Shares covered by subscriptions made during the first 14 days of subscriptions, on a pro-rata basis - if the number of Shares covered by these provisions is greater than indicated in the Offer, or (ii) acquire all Shares covered by subscriptions by the end of the day working day preceding the day, at the end of which the number of Shares covered by the subscriptions exceeded the number of shares specified in the Tender Offer - if the number of Shares covered by subscriptions made during the first 14 days of subscriptions is equal to or less than indicated in the Tender Offer; in relation to the Shares covered by subscriptions submitted on the day when the number of Shares covered by the subscriptions exceeded the number of shares specified in the Tender Offer, the Purchaser shall apply the principle of proportional reduction. 33. Indication of the manner in which the shares will be acquired in the event that after the proportional reduction referred to in § 6 para. 1 and 2 of the ordinance, fractional shares will remain - in the case of the call referred to in art. 73 par. 2 point 1 of the Act If after the application of the mechanism indicated in Section 32 of the Tender the fractional shares of the Shares remain, these Shares will be allocated successively from the entries covering the largest number of Shares to subscriptions covering the smallest number of Shares, until the number of Shares acquired reaches 2 383,999 (two million three hundred and eighty-three thousand nine hundred and ninety-nine). 34. A detailed description of the established security referred to in art. 77 paragraph 1 of the Act, its type and value, and a note on providing the Polish Financial Supervision Authority with a certificate on the establishment of a security For the purpose of securing the acquisition of the Shares in the Offer, unconditional and irrevocable bank guarantees were established for the period up tosettlement of the purchase transaction of the Shares in the Tender Offer: (i) a bank guarantee issued by Bank Polska Kasa Opieki S.A. and (ii) a bank guarantee issued by ING Bank Śląski S.A. The security was established in the total amount not lower than 100% of the value of the Shares whose acquisition is to take place in the Tender Offer (calculated according to the Share Price indicated in point 8 of the Tender Offer). The certificate establishing the security was provided to the Polish Financial Supervision Authority on the day the Announcement was issued. 35. Other information that the requesting party considers relevant Other information on the sale of Shares in the Tender Offer: This Call Document, including any subsequent updates and changes to information in the Tender Offer, which will be made public pursuant to applicable law, is the only legally binding document containing information on the terms and conditions for the sale of Shares under the Tender Offer. These Tenders, as well as actions taken in response to the Tender Offer, are subject to Polish law. This Tender Offer is addressed to all shareholders of the Company holding Shares during the subscription period for the sale of Shares in the Tender Offer. The shares covered by the subscriptions submitted in response to the Call and being the subject of the sale under the Offer must be fully transferable and free from encumbrances by any third party rights, the content of which prevents their sale in the Tender Offer, in particular they can not be pledged. The Caller, the Acquirer and DM PKO BP will not be responsible for reimbursement of costs incurred by the Company's shareholders, their proxies or statutory representatives, in connection with taking actions necessary to submit a subscription for the sale of Shares in the Tender Offer and will not be obliged to reimburse any costs or pay compensation in in the event of the Notification of the Tender Offer to be effective. Procedure for responding to the Tender Offer: Persons or entities intending to respond to the Call who have Shares should submit to the investment firm that maintains their securities account: issuing a deposit certificate with the due date up to the day of settlement of the transaction under the Tender Offer (inclusive) and an irrevocable order to sell the Shares to the Buyer with the due date up to the day of making the transaction underCalls (inclusive). In DM PKO BP Customer Service Points listed in point 18 of this Tender Offer, during the Call, on the days when the WSE session is held, during the CSP business hours, the person or entity intending to respond to the Call should submit a subscription form for duplicating the Shares for sale, the template of which will be available in POK ( one for responders to the Call and DM PKO BP) and submit to the CSP the original deposit certificate issued by the entity keeping the securities account of the shareholder. Attention is drawn to the fact that the person or entity responding to the Call bears all legal and financial consequences and taxation of investment decisions made. Under the Call, only entries in accordance with the document templates provided by DM PKO BP will be accepted. Settlement costs Shareholders who submit subscriptions will incur the usual costs of brokerage fees and costs and expenses charged by entities maintaining securities accounts it is worth networking sites related to the issuance of certificates of deposit and settlement of the sale of the Shares under the Tender Offer. Shareholders making subscriptions should contact the entities keeping their securities accounts to determine the amounts of commission and fees due. Signatures of persons acting on behalf of the Caller and the Acquiring Party PGE Polska Grupa Energetyczna SA: ........................ .................................. Wojciech Kowalczyk Vice President of the Board .................................................. ........ Ryszard Wasiłek Vice President of the Board PGE Energia Ciepła SA .................. ........................................ Wojciech Dąbrowski President of the Board ............................................ .............. Radosław Woszczyk Member of the Board Signatures of persons acting on behalf of DM PKO BP Powszechna Kasa Oszczędności Bank Polish Joint Stock Company Branch - Dom Maklerski PKO Bank Polski in Warsaw: ................................. ......................... Bożena Kłopotowska Deputy Director of the Brokerage House ....... .................................................. . Piotr Rusiecki Deputy Director Dom at Brokerage

Source: company website, investor relations, current and periodic reports.

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Company information
Company name:Zespół Elektrociepłowni Wrocławskich Kogeneracja SA
ISIN:PLKGNRC00015
NIP:896-000-00-32
Adress: ul. Łowiecka 24 50-220 Wrocław
Phone:+48 71 3238111
website:www.kogeneracja.com.pl

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