EXECUTION OF INVESTMENT AGREEMENT BETWEEN POLENERGIA S.A. AND MODUS ENERGY AB

The Management Board of Polenergia S.A. (“Issuer”), in reference to current report No. 56/2021 of 31 December 2021, hereby reports that on 21 March 2022, the Issuer entered into an investment agreement subject to the Lithuanian law (“Investment Agreement”) with Lithuanian entity Modus Energy AB (operating under the Green Genius brand) (“Green Genius”), which is going to perform the role of a local partner in relation to the planned development of wind farm projects at the Baltic Sea in the region of the Lithuanian territorial sea or the exclusive economic zone of the Republic of Lithuania (“JV” or “Project”).

The condition for performance of the Investment Agreement is receipt of a consent from a competent competition protection authority, as well as entering into a partners’ agreement (in an agreed form) between the JV partners (“Partners’ Agreement”). The Investment Agreement stipulates setting up a special purpose vehicle under the Lithuanian law, jointly controlled by the Issuer and Green Genius (“SPV”), which is going to implement the Project.

The purpose of the JV is to formalise the cooperation of the Issuer with Green Genius as a local partner, encompassing further analyses of development of Lithuanian regulations aimed at acceptance of legal framework for development and construction of offshore wind farms and taking further actions on the basis of a schedule agreed by the parties and agreed investment criteria aimed at, among others, development of the Project.

The Issuer does not exclude taking further joint actions to build, commercialise and exploit the Project. However, relevant decisions will be made in the future.

The Partners’ Agreement contains standard provisions for a partnership of this type. In particular, it sets up the basic terms of cooperation between the Issuer and Green Genius, regulates rights and obligations of the partners, principles of corporate governance, cases and mode of terminating the cooperation, as well as specifies the terms of financing the operation of JV by the partners.

The Issuer will inform about signing the Partners’ Agreement in the form of another current report which shall be published in line with the MAR requirements.

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).