DETERMINATION OF KEY TERMS OF JOINT VENTURE BETWEEN POLENERGIA S.A. AND GREEN GENIUS AND DISCLOSURE OF DELAYED CONFIDENTIAL INFORMATION ON EXCLUSIVITY TO HOLD NEGOTIATIONS IN THIS RESPECT

The Management Board of Polenergia S.A. (“Issuer”) hereby reports that on 31 December 2021, the Issuer agreed with Lithuanian company Modus Energy AB (operating under the Green Genius brand) (part of the Modus Group ˗ an international group of companies operating in the renewable energy sector), which shall act as the local partner, the key terms of the joint venture agreement, the purpose of which will be development of off-shore wind farm projects, which are going to the built and will operate with the use of the associated infrastructure at the Lithuanian territory of the Baltic Sea (“JV”, “Project”), including the planned schedule of the Project, roles of the parties, issues of corporate governance and mechanisms of solving an impasse.

Simultaneously, the Issuer’s Management Board reports that acting pursuant to Art. 17(4) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) 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 (“MAR”) on 30 July 2021, the Issuer decided to delay the public announcement of confidential information pertaining to the granting to the Issuer by Green Genius of the exclusivity right to hold negotiations pertaining to the project. The exclusivity right was originally granted for a period ending on 31 December 2021. The Issuer’s decision was caused by the fact that immediate disclosure of the information could violate the legally justified interests of the Issuer and its group via a negative impact on the possibility of Project performance and the possibility of misleading the public by incorrect interpretation of the Issuer’s and its group’s intention as part of the performed Project. Pursuant to Art. 17(4) third indent of the MAR, after the publication of this report, the Issuer will furnish the Polish Financial Supervision Authority with information about delays in publication of the confidential information along with indicating the premises for such delay.

The Issuer and Green Genius also agreed on the extension of the aforementioned exclusivity right to 15 February 2022 for the purpose of completing work on the documents pertaining to the establishment of the JV, while signing the documents and establishment of the JV depends on, among others, procurement of the required corporate consents by the Issuer.

The Issuer shall inform about further steps, including about signing the documents pertaining to the establishment of the JV in the form of the next current report which shall be published in line with the MAR.

Legal basis: Art. 17(4) of the MAR.