DISCLOSURE OF DELAYED CONFIDENTIAL INFORMATION REGARDING LOAN DOCUMENTATION NEGOTIATION PROCESS AND CHANGE OF MATERIAL AGREEMENTS ON FINANCING GAWŁOWICE, SKURPIE AND RAJGRÓD WIND FARMS CONSTRUCTION

The Management Board of Polenergia S.A. (‘Issuer’), acting pursuant to Art. 17 (1) of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse 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, ‘MAR’), hereby announces that on 12th July 2018 the material agreements between the Issuer’s subsidiaries and the consortium of financing banks were modified.

With reference to the agreements described below amending the loan agreements on 10th July 2018, the Issuer considered the fact of granting consent to their conclusion by the Issuer’s corporate bodies and the relevant decision-making bodies of the banks as a confidential information within the meaning of the MAR, and, the same day, decided to delay publishing it, based on Art. 17 (4) of the MAR. In the Issuer’s opinion, a delay in publishing the confidential information was justified by the protection of legitimate interests of the Company, since an immediate disclosure at that time could adversely affect the Company’s negotiating position and prevent or hinder signing of these agreements. Furthermore, according to the Issuer, the delay in disclosure did not mislead the public. The Issuer also ensured the confidentiality of this information until it was revealed. Pursuant to Art. 17 (4) section 3 of the MAR, immediately after the publication of this report, the Issuer will notify Komisja Nadzoru Finansowego (Financial Supervision Authority) of the delay in disclosure of the confidential information together with the reasons for such a delay.

Change of agreements on financing Gawłowice, Skurpie and Rajgród wind farms construction

The subsidiaries of the Issuer, i.e. Grupa PEP – Farma Wiatrowa 1 Sp. z o.o. seated in Warsaw, Grupa PEP – Farma Wiatrowa 4 Sp. z o.o. seated in Warsaw, Grupa PEP – Farma Wiatrowa 6 Sp. z o.o. seated in Warsaw (jointly ‘Companies’), concluded with a consortium of financing banks ((Europejski Bank Odbudowy i Rozwoju, Bank Ochrony Środowiska S.A.) agreements modifying the investment loan agreements of 4th October 2013, which were signed by the Companies in connection with the investment of Gawłowice wind farm, Skurpie wind farm and Rajgród wind farm with the total installed capacity of 117.3 MW. The Companies are parties to long-term agreements for the receipt of electricity and green certificates, the recipient of which is Polenergia Obrót S.A.

Due to a change in the market situation, in particular a decline in prices of green certificates, low prices of electricity and uncertainty as to the tax burden in terms of real estate taxation, the Companies started negotiations over the above-mentioned loan agreements. The talks allowed to lower the total prices applicable in intra-group agreements on the receipt of electricity and green certificates as well as to change the loan service schedule, which is to improve the Issuer’s position.

The agreement concluded on 12th July 2018 between Europejski Bank Odbudowy i Rozwoju, Bank Ochrony Środowiska S.A., the Issuer and the Companies modified the loan agreements and the responsive financial documents regarding the investment loan taken by the Companies. Upon the entry into force of the afore-mentioned agreement and prepayment of the debt in the amount of PLN 23.7 million, which results from its provisions, the amount payable is PLN 434.5 million. The financial documents provide for extending the loan service schedule described above by three years, until December 2032. The interest rate on the loan is equal to the WIBOR rate increased by the margin of the bank.

Moreover, due to the change in the loan service schedule of the Companies, as a result of the conclusion of the above-mentioned agreement, on 12th July 2018 the agreements between Polenergia Obrót S.A. and the Companies on the sale of electricity generated from renewable energy sources, the agreements on sale of green certificates resulting from property rights assigned to the Companies as a result of the RES energy generation, and agreements on the provision of trade balancing services were modified. What is changed is the price of supplied electricity and green certificates and the cost of trade balancing, as well as the duration of agreements, which was extended by 3 years.