CONCLUSION OF SIGNIFICANT TRANSACTIONS BY SUBSIDIARIES

Current report 7/2020

The Management Board of Polenergia S.A. (“Issuer”) hereby reports that on 14 April 2020, loan agreements were concluded for the maximum total amount of PLN 233,000,000.00 (“Loan Agreements”) by Mansa Investments Sp. z o.o. (“Mansa”) as the lender and the Issuer’s subsidiaries, Polenergia Farma Wiatrowa 3 Sp. z o.o. (Farma Wiatrowa Dębsk), Polenergia Farma Wiatrowa Dębice/Kostomłoty Sp. z o.o. (Farma Wiatrowa Kostomłoty) and Polenergia Farma Wiatrowa Szymankowo Sp. z o.o. (Farma Wiatrowa Szymankowo) as the borrowers.

The Loan Agreements were concluded on arms’ length terms, which was confirmed by an independent consultant’s opinion. Furthermore, they contain re-negotiation clauses pertaining to the change in the interest rate in case of a significant change in the market situation.

In relation to the above, the Issuer concluded three guarantee agreements with the dominant company, Mansa, which are going to secure repayment of the loans resulting from the Loan Agreements, whereas every guarantee agreement secures 150% of the amount of granted loan.

The Issuer’s Supervisory Board agreed for the conclusion of the aforementioned transactions pursuant to resolution of 14 April 2020 adopted in line with Art. 90i(3) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated 29 July 2005 (i.e. Polish Journal of Laws [Dz.U.] of 2019, item 623).

Legal basis: Art. 17(1) of Regulation of the European Parliament and Council (EU) No. 596/2014  on market abuse and repealing Directive 2003/6/EC of the European Parliament and Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Journal of Laws of the European Union L of 2014, No. 173, p. 1 as amended).