CONCLUSION BY PROJECT COMPANIES IMPLEMENTING OFFSHORE WIND FARM PROJECTS OF OPERATION AND MAINTENANCE SERVICE AGREEMENTS

The Management Board of the company under the name Polenergia S.A. (‘Issuer’) announces that the project companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. (‘Project Companies’), in which the Issuer holds 50% of the shares, developing – as part of a joint venture between the Issuer and Equinor Wind Power AS (jointly ‘Partners’) – the projects of two offshore wind farms, i.e. MFW Bałtyk II and MFW Bałtyk III (the ‘Projects’), concluded on 15 November 2024, with Equinor Polska sp. z o.o. (‘Manager’) agreements for the provision of services for the operation and maintenance of the Projects (“O&M Agreements ’).

Under the O&M Agreements, the Manager will provide operation and maintenance services for the offshore wind farms during the operational phase. The Manager’s responsibilities will include managing the Projects in operation and providing comprehensive administrative, accounting and operational services to the Projects. The O&M Agreements will also provide the Projects with the service of access to the service base infrastructure, including, inter alia, offices, warehouse, control room and berth for the full anticipated operational period, i.e. 30 years.

In certain cases regulated in the O&M Agreements, these agreements, with regard to the provision of Project operation and maintenance services by the Manager, may be terminated – in such a situation, the Project Companies will be authorised to continue using the service base during the original term of the O&M Agreements. In the event of termination of the O&M Agreements in their entirety (based on a limited catalogue of reasons specified in the Agreements), the Project Companies will have the option to exercise the option to purchase the service base (if the conditions provided for the exercise of this option are fulfilled). The construction, equipment, access and maintenance of the service base is the responsibility of the Manager.

The O&M Agreements were concluded for a period until the expiry of 30 years as of the date of the commercial operation of the Projects or, if earlier, until the withdrawal from service of the last offshore wind turbine.

The monthly amounts payable to the Manager by both Project Companies were divided into two components, i.e. remuneration calculated based on the variable costs of the services covered by the Agreement (OPEX) and the fixed costs of the Manager’s expenditure on the service base (CAPEX) divided between the Project Companies and spread over the full term of the Agreements. The O&M Agreements do not specify the maximum remuneration to be paid to the Manager under the two agreements. CAPEX costs have been set at approximately €18 million. The variable remuneration will be calculated annually for each year of the Agreements according to the rates and variables regulated in the Agreements and subsequently approved by the Shareholders.

The Agreements are entered into prior to the final investment decision (‘FID’) planned by the Shareholders in the first quarter of 2025. In the event that the FID is not undertaken by the end of March 2026 (or such other date as agreed by the parties), the Project Companies will be able to terminate the O&M Agreements against payment of a sum equivalent to the capital expenditure incurred by the Manager in connection with the construction of the service base and the costs of ceasing construction (‘Guaranteed Sum’). Accordingly, the Issuer provided a surety to secure the payment of the Guaranteed Sum by the Project Companies. The value of the Guaranteed Liabilities on the part of the Issuer (corresponding to the Issuer’s 50 per cent. share in the Project Companies) amounts to EUR 18 million in total for both Project Companies. With the undertaking of the FID, the suretyship expires.

The O&M Agreements were concluded under Polish law.

The O&M Agreements, which are agreements with a subsidiary of one of the Project Companies’ Shareholders, were concluded on the basis of the no gain no loss principle , with necessary modifications to the OPEX remuneration to the Manager resulting from transfer pricing regulations. The conclusion of the O&M Agreements with the Manager represents the implementation of the agreements of the Partners made under the Agreements of 22 May 2018, the conclusion of which was announced by the Issuer in current report 14/2018 of 22 May 2018.

The signing of the O&M Agreements represents a key milestone in the process of obtaining financing for the Projects.

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