G Energy Spolka Akcyjna

Regulatory Filings • Apr 6, 2021

Conclusionof a subcontracting agreement with PGNiG Technologie S.A. withheadquarters in Krosno.ManagementBoard of G-Energy S.A. with its registered office in Warsaw(hereinafter: the Issuer, G-Energy) informs that on April 2, 2021received a signed Subcontracting agreement between the Issuer and PGNiGTechnologie S.A. based in Krosno (hereinafter: PGNiG Technologie)regarding the task entitled "Construction of gas infrastructure at ECŻerań for the purposes of the operation of a new peak load boiler housein Warsaw".Thesubject of the Agreement is the comprehensive performance of designworks for all industries and comprehensive performance of constructionworks in the construction, electrical and I&C industries, along with thedevelopment of the necessary documentation, including as-builtdocumentation, tests, examinations and checks as part of the investmenttask entitled "Construction of a flyover with the DN500 gas pipeline tosupply the gas peak-load boiler house No. 2 at the Żerań Heat and PowerPlant in Warsaw", implemented in the "turnkey" formula by the OrderingParty for PGNiG Termika S.A. in Warsaw. The "turnkey" formula meanscomprehensive performance by the Contractor of the Works in order toimplement the Agreement and ensure the functioning of the Agreement inaccordance with the terms resulting from the Agreement. The purpose ofthe Agreement is to ensure gas supplies to the KG2 boiler room.Theparties undertook to cooperate in the implementation of the Agreement tothe extent enabling the effective performance of the obligations of eachof the Parties. PGNiG Technologie and G-Energy have announced that theywill cooperate on an exclusive basis.TheIssuer will commence the performance of the Agreement immediately afterits entry into force and will perform its obligations so as to meet theAgreement performance deadline set for January 23, 2023.Theremuneration due to G-Energy from PGNiG Technologie for theimplementation of the Scope of Works by G-Energy will amount to PLN4,800,000 (in words: four million eight hundred thousand zlotys) net.This amount will be increased by the due tax on goods and services (VAT)in the amount of PLN 1,104,000 (say: one million one hundred and fourthousand zlotys, 00/100), i.e. PLN 5,904,100 (say: five million ninehundred four thousand one hundred zlotys) ) gross. In the event of achange in the VAT rate in the tax regulations, made after the conclusionof the Agreement and applicable to it, the remuneration will beincreased or decreased by the amount resulting from the change in theVAT rate. The change in the VAT rate will apply to the non-invoiced partof the salary.Thisamount may be increased in the event of the performance of further tasksoutside the scope of this Agreement.Paymentfor the Works accepted in part will be made by PGNiG Technologie on thebasis of the Contractor's invoices, in accordance with the billingschedule.PGNiGTechnologie will grant G-Energy an advance payment for construction andassembly works in the amount of PLN 1,440,000.00 (in words: one millionfour hundred and forty thousand zlotys, 00/100) net increased by VAT inthe amount of PLN 331,200.00 (in words: : three hundred and thirty-onethousand two hundred zlotys, 00/100), i.e. PLN 1,771,200.00 (say: onemillion seven hundred seventy-one thousand two hundred zlotys, 00/100)gross. The advance payment will be paid after signing the Agreement, butnot earlier than after receiving a written request from the Contractorfor the advance payment together with the security for its return. PGNiGTechnologie allows for the possibility of earlier payment of theG-Energy VAT invoice at the Contractor's written request. In the eventof an earlier payment, the amount due under the VAT invoice issued bythe Contractor will be reduced by the amount of discount interest in theamount of 5% per annum.PGNiGTechnologie has the right to charge the issuer with contractualpenalties, in particular:forthe delay in meeting by the Subcontractor the individual deadlines forthe performance of the Subject of the Agreement specified in theAgreement Performance Schedule - in 0.5% of the gross remuneration foreach commenced day of delay, unless the delay was caused by reasons notattributable to the Issuer.fordelay in removing defects revealed during Partial Acceptance, FinalAcceptance or during the quality guarantee and warranty period fordefects - in the amount of 0.1% of the gross remuneration for eachcommenced day of delay, counting from the expiry of the deadline forremoving defects.Thetotal amount of contractual penalties resulting from all the titlesprovided for in this Agreement shall not exceed 50% of the netRemuneration (excluding VAT), with penalties for delays in performanceof the agreement 15% of the net Remuneration.Theremaining conditions for the performance of the Agreement do not differfrom those commonly used in this type of agreement.Legalbasis: