CONCLUSION OF MASTER AGREEMENTS BY PROJECT COMPANIES IMPLEMENTING OFF-SHORE WIND FARM PROJECTS

The Management Board of Polenergia S.A. (the “Issuer”) hereby reports that on 30 December 2022, project companies MFW Bałtyk II Sp. z o.o. and MFW Bałtyk III Sp. z o.o. (each individually “Project Company” or jointly “Project Companies”) where the Issuer holds 50% of shares, developing – as part of the Issuer’s joint enterprise with Equinor Wind Power AS – construction projects of off-shore wind farms with a planned electric installed capacity of 720 MW each (“MFW”) concluded – each of them separately – agreements with Hitachi Energy Poland Sp. z o.o. (“Contractor”) the object of which is: (i) performance of project work for the MFW electricity system; (ii) delivery of on-shore electricity station in the EPC formula; (iii) delivery of a complete control system, ICT network, all high voltage devices in the off-shore and on-shore electricity station; (iv) system analyses; (v) integration of all devices from other contractors; (v) connection work (each individually – “Agreement” or jointly “Agreements”).

The Contractor’s remuneration was determined, as of the date of signing the Agreements, jointly for both Agreements, at approx. EUR 251 million. It was calculated partially based on lump-sum rates, and partially on rates depending on the Contractor’s actual work time. The remuneration will also be subject to indexation. In cases specified in the Agreement, the Contractor may also demand an increase in the remuneration. That is why the final remuneration of the Contractor may differ from the amounts listed above.

Entry of the Agreements into force depends on the fulfilment of a number of conditions, e.g. (i) delivery by the Contractor of a performance bond for the Agreements; (ii) the Project Company acquiring the relevant permits for the commencement of construction work; (iii) adoption of the final investment decision by a given Project Company (“FID”); (iv) delivery by the parties of the required insurance policies; (v) issue by the Project Company of a notice to proceed (“NTP”); (vi) receipt by the Contractor of a confirmation issued by the banks that the Project Company received co-financing or delivery of payment security in the form of a corporate guarantee. The Project Companies can withdraw from the requirement of fulfilling the terms specified in sections (i) – (iv).

Within the remaining scope, the Agreements contain standard provisions for the instruments of this type, including terms pertaining to specific determination of the scope and the schedule of work, terms of Agreement termination, principles of liability, including contractual penalties, performance bonds for the Agreements or guarantee for the performed work.

The Project Companies, in line with the Agreements, will issue the interim notice to proceed (“INTP”), after signing the Agreements, encompassing a part of the contractual scope. The INTP will refer to these works covered by the Agreement which are needed before the FID for the performance of the projects in line with the schedule. Provisions of the Agreements will be applied to the performance of work.

In relation to the commencement of work before the fulfilment of the terms of the Agreements, the Issuer is liable for delivering a payment security in the form of a corporate guarantee (“PCG”). The PCG issued by the Issuer will refer to 50% of the value of liabilities of the Project Companies with respect to the Contractor. The maximum forecast amount of the Issuer’s liabilities under the PCG securing the work carried out on the basis of the INTP will jointly amount to EUR 18.1 million for both Project Companies. The maximum forecast amount of the Issuer’s liabilities under the PCG securing the work carried out on the basis of the NTP yet before the financial closing will jointly amount to approx. EUR 35.3 million for both Project Companies.

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).