Convocation of an Extraordinary General Meeting of ENERGA SA on 03.09.2013

ENERGA Spółka Akcyjna in Gdańsk, National Court Register No. 0000271591, DISTRICT COURT GDAŃSK-PÓŁNOC IN GDAŃSK, 7TH COMMERCIAL DIVISION OF THE NATIONAL COURT REGISTER, entry into the register: 08.01.2007.

CONVOCATION OF AN EXTRAORDINARY GENERAL MEETING OF ENERGA SPÓŁKA AKCYJNA

The Management Board of ENERGA SA with its registered seat in Gdańsk (Company), acting pursuant to Article 399 § (1), Article 402 § (1) and (2) of the Code of Commercial Partnerships and Companies and § 24 (2) (1) of the Company Articles of Association, hereby convenes for 3 September 2013, at 10.00 a.m. the Extraordinary General Meeting of the Company, which will be held in Gdańsk, at Aleja Zwycięstwa 14, room no. 5 Multikino SA.

Agenda:

1. Opening of the Extraordinary General Meeting.

2. Determining that the Extraordinary General Meeting has been properly convoked and is capable of adopting valid resolutions.

3. Electing the Chairperson of the Extraordinary General Meeting.

4. Adopting the agenda of the Extraordinary General Meeting.

5. Adopting the resolution to increase the share capital of the Company, to waive the entire preemptive right of the Company's existing Shareholders to all shares of the new issue, and to amend the Company Articles of Association due to the increase in the Company's share capital.

6. Adopting the resolution to amend the Company Articles of Association by establishing a target capital, to authorize the Company's Management Board to increase the share capital as part of the target capital by conducting one or several share capital increases, and to authorize the Company's Management Board to limit or waive the preemptive right of the existing Shareholders to the Company's shares due to such share capital increases.

7. Adopting the resolution to dematerialize the Company's shares, to register the Company's shares in the depository for securities, to authorize the Company's Management Board to conclude the stock registration agreement with Krajowy Depozyt Papierów Wartościowych SA (National Depository for Securities), and to seek admission and introduction of the Company's shares to trading on the regulated market maintained by Giełda Papierów Wartościowych (Warsaw Stock Exchange) seated in Warsaw.

8. Adopting the resolution to authorize the Management Board to conclude agreements to secure the success of the offering, including firm commitment underwriting agreements or standby underwriting agreements in the light of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (consolidated text: Journal of Laws of 2009, No. 185, item 1439 as amended).

9. Adopting the resolution to authorize the Company's Management Board to purchase the Company's own shares in connection with efforts to stabilize the price of the Company's shares.

10. Adopting the resolution to determine the series of the Company's shares and to amend the Company Articles of Association.

11. Adopting the resolution to amend the Company Articles of Association.

12. Closure of the Extraordinary General Meeting.

Due to the considerable scope of the amendments to the Company Articles of Association (as included in points 5, 6, 10 and 11 of this agenda), pursuant to Article 402 § (2) of the Code of Commercial Partnerships and Companies, the pdf file attached below contains the draft consolidated text of the Company Articles of Association which lists the amended and existing provisions.

Companys Articles of Association are attached below.