CONCLUSION OF THE AGREEMENTS FOR THE TRANSPORT AND INSTALLATION OF OFFSHORE WIND TURBINE FOUNDATIONS AND OFFSHORE TRANSFORMER STATIONS BY PROJECT COMPANIES IMPLEMENTING OFFSHORE WIND FARM CONSTRUCTION PROJECTS

The Management Board of the company under the name Polenergia S.A. (“Issuer”) informs that the project companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. (“Companies”), in which the Issuer holds 50% of the shares, developing – as part of the joint venture of the Issuer and Equinor Wind Power AS – projects for the construction of two offshore wind farms, i.e. MFW Bałtyk II and MFW Bałtyk III (“Projects”), signed on July 2, 2024, with Heerema Marine Contractors Nederland SE, a company incorporated under Dutch law (the “Contractor”) (each Company separately), agreements for the transport and installation of foundations for turbines and marine transformer stations, one for each of the Projects (“Final Agreements”). The conclusion of the Final Agreements was preceded by the signing of reservation agreements about which the Issuer informed in Current Report No. 22/2024.

The subject of the Final Agreements is the transport and installation of monopile wind turbine foundations, transition elements and marine transformer stations using specialized installation vessels. The Contractor’s total remuneration under both agreements (i.e. for both Projects) was initially estimated – as of the date of signing the Final Agreements – at approximately EUR 390 million, and the estimates will be updated approximately 15 months before the commencement of installation works. The final indexed remuneration will depend, among others, on the final working time of ships, fuel prices and the costs of contracted subcontractors.

The content of the Final Agreements is uniform in terms of main provisions, with design differences remaining. The Final Agreements contain standard provisions for offshore installation contracts. The Contractor will provide the Companies with a guarantee for the proper performance of the Final Agreements and will provide a corporate guarantee.

In connection with the conclusion of the Final Agreements, the Issuer will be obliged to provide the Contractor with a payment guarantee (Parent Company Guarantee) (“PCG”) for liabilities arising in the period until the Companies reach financial closure. The total expected maximum value of the PCG granted by the Issuer for both Projects is approximately EUR 42 million for payments in EUR and approximately USD 90 million for payments in USD.

legal basis: art. 17 section 1 of the 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 (Journal of Laws EU L. of 2014, No. 173, page 1, as amended).