PGE Polska Grupa Energetyczna S.A.

Regulatory Filings • Jan 29, 2025

Report Content The conclusion of agreements related to the execution and financing ofthe Baltica 2 Project - disclosure of delayed information

The Management Board of PGE Polska Grupa Energetyczna S.A. ("PGE"),acting pursuant to Article 17(1) and Article 17(4) of Regulation (EU)No. 596/2014 of the European Parliament and of the Council of April 16,2014 on market abuse (market abuse regulation) and repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC (the "MAR"), herebydiscloses to the public inside information the disclosure of which wasdelayed on January 29, 2025 pursuant to Article 17(4) of the MAR. Theinside information the disclosure of which was delayed was informationabout the conclusion, on January 29, 2025, by PGE and the relevantentities from the PGE capital group of agreements related to theexecution and financing of the Baltica 2 Project.

The wording of the delayed inside information

"The Management Board of PGE Polska Grupa Energetyczna S.A. ("PGE")informs that, on January 29, 2025, Elektrownia Wiatrowa Baltica - 2 sp.z o.o. ("Baltica 2") and the relevant entities from the PGE and _#216;rstedgroups concluded a series of agreements related to the execution of aninvestment undertaking comprising the construction of an offshore windfarm with a planned total capacity of 1 498 MW (the "Baltica 2Project"). The conclusion of the above-mentioned agreements is relatedto the proposed adoption by the shareholders of Baltica 2 of aresolution regarding the Final Investment Decision, FID, that willcommence the stage of construction of the Baltica 2 Project. Theconcluded agreements (the "Project Agreements") include, among others:

(i) the amended shareholders' agreement governing, among other things,the corporate governance of Baltica 2 during the construction phase, therules of the functioning of the integrated project team during theconstruction phase, the obligations of the parties in terms of financingand providing other types of support to Baltica 2 in connection with theconstruction, share transfer restrictions and the consequences of anymaterial breach of obligations and change of control over theshareholders;

(ii) agreements governing the rendering of services of managingconstruction works by a relevant PGE group entity - for the onshoreconstruction, and by a relevant _#216;rsted group entity - for the offshoreconstruction;

(iii) agreements that regulate the servicing and maintenance of theBaltica 2 Project offshore wind farm after it is commissioned for use,by a relevant PGE group entity - for the onshore part of the wind farm,and by a relevant _#216;rsted group entity - for the offshore part of thewind farm;

(iv) shareholder loan agreements on the basis of which the shareholdersof Baltica 2 will provide debt financing to the company (in addition toequity financing); and

(v) agreements concerning the sale of electricity generated by theoffshore wind farm within the scope of the Baltica 2 Project to theshareholders of Baltica 2.

The performance of the Project Agreements and the satisfaction of thecommitments made on the basis thereof depend on the adoption by theshareholders of Baltica 2 of the Final Investment Decision (FID).

Simultaneously with the conclusion of the Project Agreements, Baltica 6concluded credit facility agreements together with the relevant securityagreements for the purposes of financing the construction of the Baltica2 Project (the "Credit Facility Agreements"). The Credit FacilityAgreements were concluded with a consortium comprising of 25 Polish andforeign financial institutions, among others Bank Gospodarstwa KrajowegoS.A., European Investment Bank and European Bank for Reconstruction andDevelopment. Based on the Credit Facility Agreements, Baltica 6 willreceive financing in project finance in the form of non-recourse projectfinance of approximately PLN 11.1 billion for the construction periodand 22 subsequent years and it will have possibility to use additionaland supplementary credit lines in amount of approx. PLN 1.5 billion.

The repayment of the obligations assumed under the Credit FacilityAgreements will be based on future cash flows generated by Baltica 2.The credit facilities will be available for drawing after thesatisfaction of a number of conditions, including the adoption by theshareholders of Baltica 2 of the Final Investment Decision (FID)."

The disclosure of the above-mentioned inside information was delayeduntil the moment of the adoption by the shareholders of ElektrowniaWiatrowa Baltica - 2 sp. z o.o. of the resolution regarding the FinalInvestment Decision, FID, which was adopted on January 29, 2025, and ofwhich PGE informed in current report No. 5/2025 of January 29, 2025.