G Energy Spolka Akcyjna

Related Party Transaction • May 14, 2020

TheManagement Board of G-Energy S.A. with its registered office in Warsaw(hereinafter: the Issuer, G-Energy) informs that today it has concludeda Subcontract Framework Agreement between the Issuer and ZPB PolitermSp. z o.o. with headquarters in Katowice (Politerm) regarding the task:Design and construction of gas connections with a consumption up to 10m3 / h from existing gas pipelines in the Polish Gas Company sp. z o.o.branch in Krakow implemented in the area of​​operationof the Gasworks in Tarnów,which is expected to be signed G-Energy informed rb. ESPI 1/2020 of 11January 2020.

Thesubject of the contract is the comprehensive performance of worksrelated to the implementation of connection agreements (constructionprojects / simplified documentation and construction of medium and lowgas pressure gas connections with gas consumption up to 10 m3 in thediameter range from DN 25 PE to DN 63 PE from existing gas pipelines) inthe area of​​operationPolska SpółkaGazownictwa sp. Z o. O Gas Plant Branch in Krakow - Gas Plant TARNÓW.

TheFramework Agreement between the parties will be valid for a period of 20months from the date of the Agreement, i.e. until 12/03/2022. TheParties undertook to cooperate in the implementation of the Agreement tothe extent enabling effective performance of the obligations of eachParty. Politerm and G-Energy have stated that they will cooperate on anexclusive basis, which does not preclude the issuing of certain tasks toexternal entities by the Issuer.

Theremuneration due to G-Energy from Politerm for the implementation of theScope of Works by G-Energy will not be less than PLN 2,200,000 (inwords: two million two hundred thousand zlotys) net. This amount will beincreased by the value added tax (VAT) in the amount of PLN 506,000 (inwords: five hundred and six thousand one hundred zlotys), i.e. PLN2,706,000 (in words: two million seven hundred and six thousand zlotys)gross. In the event of a change in the VAT rate in the tax regulationsmade after the conclusion of the Agreement and applicable to it, thisremuneration will be increased or decreased accordingly by the amountresulting from the change in the VAT rate. The change in the VAT ratewill apply to the non-invoiced part of the remuneration.

Thisamount may be increased if subsequent tasks not covered by thisAgreement are carried out.

Politermprovides for the possibility of providing the Issuer with an advancepayment for the performance of the Subject Matter of the Agreement.

Politermis entitled to demand payment of contractual penalties, in particularfor delay in handing over the Subject Matter of the Agreement on time,unless the Subcontractor is not responsible for not submitting theSubject Matter of the Agreement on time - in the amount of 0.2% of netremuneration for each day of delay, however no more than 15% of thisamount, due to delay in delivery of the Contract Schedule, unless theContractor is not at fault for failure to perform this obligation ontime - in the amount of 0.1% of net remuneration for each day of delay,however not more than 15% of this amount , in the event of withdrawalfrom the Agreement by the Employer for reasons attributable to theIssuer (regardless of the legal basis) - in the amount of 10% of netremuneration for the preparation by the Company of the area for PSG tocarry out dangerous and gas-hazardous works contrary to the provisions,which makes it impossible for Politerm of these works - in the amount of5% of net remuneration for each case in which the Employer arrived atthe place of work, but could not carry them out, however, not more than15% of this amount. The total amount of contractual penalties due to theEmployer under the Agreement may not exceed 20% of the total netremuneration.

Inthe event of circumstances related to atmospheric conditions or forcemajeure confirmed by the Investor, defined in particular by inparticular the COVID-19 coronavirus and fire hazard, the occurrence ofwhich would prevent GENERGY from performing the Task, it will bepermissible to conclude, at the Issuer's request, an annex changing thedeadline for completing the Subject agreement.

Theother conditions of the Contract performance do not differ from thosecommonly used in this type of contracts.

Legalbasis:Article17 para. 1 of Regulation (EU) No 596/2014 of the European Parliament andof the Council of 16 April 2014 on market abuse (Regulation on marketabuse) and repealing Directive 2003/6 / EC of the European Parliamentand of the Council and Commission Directive 2003 / 124 / EC, 2003/125 /EC and 2004/72 / EC (also called MAR).