G Energy Spolka Akcyjna

M&A Activity • May 2, 2021

Acquisition of sharesin AO Solar Company sp. z o.o.based in Szczecin.TheManagement Board of G-Energy S.A. with its registered office in Warsaw(hereinafter: Issuer, G-Energy) makes public that yesterday it signed anAgreement under which it acquired a 50% stake in AO Solar Company sp. zo.o.withits registered office in Szczecin (hereinafter: AO Solar) entered in theRegister of Entrepreneurs of the National Court Register under thenumber KRS 0000450821.AOSolar is a special purpose vehicle implementing a project consisting inthe construction of a photovoltaic farm. AO Solar is implementing a PV(solar) power plant project with a capacity of up to 1 MW and has allthe rights and administrative decisions necessary to implement theProject.Sellersare responsible for Breach of Assurances regarding AO Solar and thedegree of involvement of the project under implementation, which issubject to the following limitations: Sellers' liability will expire andSellers will not be liable for Breach claims that are reported by Buyerafter (i) 10 years from Closing Date in the event of a Breach ofAssurances regarding the Sellers 'ability to conclude this Agreement andthe Sellers' legal title to the Shares Sold, and the Company's liabilityfor off-balance sheet liabilities, (ii) 6 years from the Closing Date inthe event of a Breach of Assurances regarding the issues of taxes,accounting of the Companies, (iii) after obtaining the final andenforceable permit for the use of the Project, i.e. when theadministrative decision issued by the locally competent PINB becomeslegally valid, but not later than by November 30, 2024. year in othercases of Breach of Assurance. AO Solar has a complete installationdesign with the necessary permits, in particular environmental permits,a valid building permit, a connection to the power plant has been madealong with the consent for connection to the grid. The Company has avalid, effective and encumbrance-free legal title to all the RealProperties, in the form of a lease agreement concluded for 25(twenty-five) years with the possibility of purchase.Thecontract will be implemented together with the partner Solar-Energy S.A.The Issuer signed yesterday also a preliminary Agreement for thepurchase of the remaining 50% of shares. The conclusion of thedefinitive Agreement for the purchase of the remaining shares willdepend on the financial project for the construction of the photovoltaicinstallation and further negotiations with the current buyer of theremaining 50%, i.e. Solar -Energy S.A.Theprice for the acquired shares was PLN 182,000 (one hundred eighty twothousand), while the value of the planned construction of a photovoltaicfarm at AO Solar is approximately PLN 2.8 million (two million eighthundred thousand).Theremaining terms of the Agreement do not differ from those commonly usedin this type of agreement. Management Board of G-Energy S.A. consideredthis agreement significant as it starts an investment confirming theimplementation of plans for further diversification of activities andinvestments in the clean, green energy sector.Legalbasis:Art.17 sec. 1 of the Regulation (EU) No 596/2014 of the European Parliamentand of the Council of 16 April 2014 on market abuse (market abuseregulation) and repealing Directive 2003/6 / EC of the EuropeanParliament and of the Council and Commission Directive 2003 / 124 / EC,2003/125 / EC and 2004/72 / EC (also known as MAR).