1.3.1 Fully consolidated direct and indirect subsidiaries

The table above includes the following changes in the structure of PGE Group companies subject to full consolidation which took place during the year ended December 31, 2022:

• The merger of PGE EC S.A. (acquiring company) and Przedsiębiorstwo Energetyki Cieplnej sp. z o.o. (acquired company) was registered at the National Court Register on November 2, 2022. The merger had no impact on these consolidated financial statements of PGE Group.
• On February 4, 2022 PGE EO S.A. purchased 100% of shares in Mithra A sp. z o.o., Mithra B sp. z o.o., Mithra L sp. z o.o. and Mithra V sp. z o.o., which own 7 PV projects with a total capacity of 26 MW, for the total price of PLN 18.7 million. The merger of PGE EO S.A. (acquiring company) and Mithra A, Mithra L and Mithra V (acquired companies) was registered at the National Court Register on December 30, 2022. The clearing of the acquisition is described in note 1.4 of these financial statements.
• On March 4, 2022 an agreement was performed to sell all Elbest sp. z o.o. shares held by PGE S.A. to Polski Holding Hotelowy sp. z o.o. The gain on this company’s sale at the level of the consolidated financial statements was PLN 19 million.
• The merger of PGE Dystrybucja S.A. (acquiring company) and Przedsiębiorstwo Transportowo- Usługowe „ETRA” sp. z o.o. (acquired company) was registered at the National Court Register on November 2, 2022. The merger had no impact on these consolidated financial statements of PGE Group.
• On March 31, 2022, an Extraordinary General Meeting of PGE Nowa Energia sp. z o.o. adopted a resolution to dissolve PGE Nowa Energia sp. z o.o. and appoint a liquidator to carry out liquidation.
• All shares in PHU Torec sp. z o.o. held by PGE Toruń S.A. were sold on April 21, 2022. The loss on this company’s sale at the level of the consolidated financial statements was PLN 3 million.
• The merger of PGE EO S.A. (acquiring company) and Bio-Energia sp. z o.o. (acquired company) was registered at the National Court Register on November 2, 2022. The merger had no impact on these consolidated financial statements of PGE Group.
• Because of the submitted motions to put the company into bankruptcy, PIMERGE S.A. was removed from consolidation at the beginning of 2022. The loss on this at the level of the consolidated financial statements was PLN 1 million.
• On April 1, 2022, PGE EO S.A. and Vanadium Holdco Limited executed a conditional share purchase agreement as a result of which PGE EO S.A. committed to acquiring 100% of shares in Collfield Investments, which owns 100% of shares in three SPVs operating three wind farms with a total capacity of 84.2 MW. The transaction value was PLN 939 million. On 21 June 2022, the transfer of ownership of shares to PGE EO S.A. took place. On 30 December 2022, the merger of PGE EO S.A. (acquiring company) and the acquired companies. The clearing of the acquisition is described in note 1.4 of these financial statements.
• On 15 July 2022, an agreement for the sale of all shares held by PGE S.A. in TFI Energia to PZU S.A. was executed. The gain on the sale of shares in TFI Energia S.A. at the level of the consolidated financial statements amounted to PLN 4 million.
• An increase in the share capital of 4Mobility S.A. was registered on July 15, 2022. All new shares were offered by private subscription exclusively to EFF B.V., based in Maastricht – the current shareholder of 4Mobility S.A. As a result of the share capital increase, the equity interest of PGE Nowa Energia sp. z o.o. decreased from 51.47% to 37.93%, meaning that 4Mobility S.A. is no longer a PGE Group subsidiary.
• On 25 July 2022, the ownership of 33.8% of shares held by PGE S.A. in EWB 4, EWB 5 and EWB 6 was transferred to ENEA S.A. The gain on the sale of 33.8% of shares in the indicated companies, which was recognised at the level of the consolidated financial statements, amounted to approximately EUR 800 thousand.
• The ownership of 44.96% of shares held by PGE S.A. in PGE Baltica 4 was transferred to Tauron Polska Energia S.A. on September 27, 2022. The result on sale of the 44.96% of shares in PGE Baltica 4, which was recognised at the level of consolidated financial statements, was approx. PLN 250 thousand.
• The merger of PGE EC S.A. (acquiring company) and PGE Gaz Toruń sp. z o.o. (acquired company) was registered at the National Court Register on November 2, 2022. The merger had no impact on these consolidated financial statements of PGE Group.
• On December 9, 2022, PGE EO S.A. entered into agreements to purchase 100% of the shares in Mithra D sp. z o.o., Mithra F sp. z o.o., Mithra G sp. z o.o., Mithra H sp. z o.o., Mithra I sp. z o.o, Mithra K sp. z o.o., Mithra M sp. z o.o., Mithra N sp. z o.o., Mithra O sp. z o.o., Mithra P sp. z o.o. with 28 photovoltaic projects with a total capacity of 59 MW. The transaction value was PLN 21.1 million. The clearing of the acquisition is described in note 1.4 of these financial statements.
• The merger of PGE EO S.A. (acquiring company) and PGE Soleo 4 sp. z o.o., PGE Soleo 5 sp. z o.o., PGE Soleo 6 sp. z o.o. oraz PGE Soleo 7sp. z o.o. (acquired companies) was registered at the National Court Register on December 30, 2022. The merger had no impact on these consolidated financial statements of PGE Group.

As described in note 33.6 of these financial statements, a preliminary agreement for the purchase of shares in PKPE Holding sp. z o.o. was concluded on December 28, 2022. Implementation of the transaction will be possible once the conditions precedent have been met.