FULFILMENT OF SECOND CONDITION OF SHARE PURCHASE AGREEMENT FOR SHARES IN SUBSIDIARIES – UNCONDITIONAL CONSENT OF THE PRESIDENT OF THE OFFICE OF COMPETITION AND CONSUMERS TO THE COMPLETION OF THE TRANSACTION

With reference to current report no. 4/2018 of 5 March 2018 (the “Current Report”), the Management Board of Polenergia S.A. (the “Company ” or “Polenergia”), acting on the basis of Art. 17 sec. 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 173, 2014, p. 1, as amended), hereby informs that on 27 April 2018 the Company’s Management Board learned that on 27 April 2018 the Company and Statoil Holding Netherlands B.V.  (“Statoil Holding Netherlands”) obtained unconditional consent from the President of the Office of Competition and Consumer Protection to the creation of a joint venture.

According to the information in the Current Report, the Company concluded a preliminary conditional purchase agreement (the “Preliminary Agreement”) for 50% of the shares (the “Shares”) in each of the following subsidiaries of the Company: Polenergia Bałtyk II sp. z o.o. and Polenergia Bałtyk III sp. z o.o. (jointly, the “SPVs”), which implement offshore wind farm construction projects in the Baltic Sea (the “Project”). The Preliminary Agreement was concluded with Statoil Holding Netherlands.

According to the Current Report, the Preliminary Agreement provides for the conclusion of a final agreement transferring ownership title to the Shares held by the Company to Statoil Holding Netherlands. The sale of the shares in the SPVs is to be carried out as part of cooperation agreed upon by the parties with regard to the joint implementation of the Project (the “Transaction”). The conclusion of the final agreement transferring ownership title to the Shares is conditional on the satisfaction of conditions precedent including (i) each party’s obtaining unconditional consent from the President of the Office of Competition and Consumer Protection to the implementation of the Transaction and (ii) Polenergia’s and the SPVs’ obtaining legally final registration of resolutions to increase the share capital through an amendment to the articles of association of each SPV that were adopted before the Preliminary Agreement was concluded.

On 21 April 2018, in current report no. 7/2018 the Company publicly announced information on the fulfilment of the first of the conditions precedent, i.e. that the registration in the business register of the National Court Register of the increases in the share capital of the SPVs through amendments to the articles of association of the two SPVs had become final.

Polenergia’s and Statoil Holding Netherlands’ obtaining the unconditional consent of the President of the Office of Competition and Consumer Protection to the creation of a joint venture for the purposes of the Project means that the second of the conditions precedent to the Company’s transferring 50% of the shares in the SPVs to Statoil Holding Netherlands B.V. has been fulfilled.