PRELIMINARY AGREMENT CONCLUSION

Polish Energy Partners S.A. (‘PEP’) hereby notifies that on 9th July 2012 PEP and ENERGA Wind Spółka z ograniczoną odpowiedzialnością (‘EW’) concluded a preliminary agreement (‘Agreement’) concerning conclusion by PEP, EW and Pepino Sp. z o.o. (‘SPV’) – following the fulfilment of conditions indicated below – of a series of a number of agreements, as a result of which (i) the SPV would acquire from PEP the rights to implementation of Miłoradz wind farm project (‘Wind Farm’), (ii) EW would acquire 100% of the SPV shares (‘Project Agreements’). The projected Wind Farm capacity will be at least 60 MW. The turbines making up the Wind Farm will be characterised by varied operational parameters of height and nominal power. Conditions precedent of the Agreement, i.e. the Project Agreements, include: – acquisition by PEP of 100% of the SPV shares, – the SPV obtaining requirements for the Wind Farm connection to the network and conclusion of the connection agreement, – the SPV obtaining the final decision on environmental requirements for the Wind Farm implementation, – the SPV obtaining the final decision on the building permit for the Wind Farm, – the SPV obtaining the final decision on the building permit for a section of the power network from the Wind Farm to the point of connection of the Wind Farm to the power network, – EW obtaining the internal corporate approvals for conclusion of the Project Agreements after the SPV audit. If the above-mentioned conditions are not met by 31st December 2013, the Agreement expires. The total PEP consideration upon the Project Agreements will be PLN 38 700 000.00. It will be payable in such a way that: on the date of the Project Agreements conclusion PLN 34 835 000.00 will be paid, while the remaining amount of PLN 3 865 000.00 will be paid within 14 working days from the day of the SPV obtaining the decision of the Energy Regulatory Office on concession for energy generation in the renewable energy source. Simultaneously with the first instalment payment, the loans granted to the SPV by PEP will be repaid. The amount of these loans will be deducted from the consideration upon the Project Agreements, ultimately attributable to PEP. Failure of the Project Agreements conclusion for reasons attributable to PEP or the SPV, or EW withdrawal from the Agreement for reasons attributable to PEP or the SPV, will entitle EW to demand payment by PEP of the contractual penalty amounting to PLN 1 000 000.00.