Energa S.A.

M&A Activity • Jun 25, 2021

Current Report No. 24/2021

Date: 25 June 2021

Subject: Separation of the Gas Project from Elektrownia Ostrołęka Sp. zo.o. by way of its sale to CCGT Ostrołęka Sp. z o.o.

Legal basis: Article 17(1) MAR - inside information

With reference to current report No. 84/2020 of 22 December 2020 andcurrent report No. 19/2021 of 27 May 2021 concerning the signing ofagreements regarding the Ostrołęka C project - where Energa SA("Issuer") informed about taking actions aimed at separating the GasProject from Elektrownia Ostrołęka Sp. z o.o. ("SPV" - an entity relatedto the Issuer), assets and liabilities (rights and obligations) andother elements comprising the Gas Project - the Management Board of theIssuer informs that it became aware of the conclusion on 25 June 2021 bythe SPV as the seller with CCGT Ostrołęka Sp. z o.o. (a 100% subsidiaryof the Issuer) as the buyer of the sales agreement (and accompanyingagreements, as discussed further in the report) of the SPV's enterprise(excluding certain components - the "Divested Business") intended(serving) for the performance of business tasks involving theconstruction of a power unit using gas-fuelled power technology locatedin Ostrołęka ("Gas Power Plant") and subsequent operation of that unit.The sale in question ("Transaction") was made in lieu of the demerger ofthe SPV by spin-off within the meaning of the Commercial Companies Code,as is apparent from the arrangements covered by current report No.19/2021 of 27 May 2021.

The Divested Business generally includes all of the SPV's tangible andnon-tangible assets used on the date of the Transaction in connectionwith undertaking preparatory activities to commence the investmentprocess for the construction of the Gas Power Plant.

The transaction aims at enabling the execution of the Gas Project byCCGT Ostrołęka Sp. z o.o, as a company which will replace the SPV in theimplementation of the investment located in Ostrołęka, because theIssuer and ENEA S.A. (as the partners of the SPV) concluded agreementson 22 December 2020 (which was reported by the Issuer in current reportNo. 84/2020 of 22 December 2020), where ENEA S.A. confirmed itsstatement on withdrawing from the participation in the Gas Project, andat the same time determined that the Gas Project should be implementedby the company to which the assets serving the implementation of the GasProject are transferred. CCGT Ostrołęka Sp. z o.o. was established as aspecial purpose vehicle dedicated to the performance of one of theabove-mentioned agreements (Division Agreement).

The sale price of the Divested Business (the value of the Transaction)is currently estimated at approx. PLN 166 million. The price has beenset provisionally as the Transaction provides for the application ofadditional considerations to determine the final price.

Additionally, the Issuer explains that due to the fact that the sale ofthe SPV's real estate to the extent necessary for the implementation ofthe Gas Project requires a prior geodetic separation of the land andthere is a need to introduce other conditions precedent, at the sametime, the SPV and CCGT Ostrołęka Sp. z o.o. concluded, as supplementaryand executory agreements to the main agreement (sales agreement), apreliminary property sales agreement and a property lease agreement inorder to provide CCGT Ostrołęka Sp. z o.o. with the legal title to theproperty for the purpose of implementing the Gas Project.