The Management Board of Polenergia S.A. (the “Issuer“), with reference to Stock Exchange Report No. 7/2025 dated 18 February 2025, notifies that on 5 May 2025 the Issuer entered into an annex (the “Annex“) to the Guarantee Facility Agreement dated 18 February 2025 (the “Guarantee Facility Agreement“). Under the Annex, the maximum total amount of the guarantee facility made available to the Issuer will be increased by EUR 33,000,000, i.e. to EUR 158,000,000, and the Guarantee Facility Agreement will be adhered by Société Générale S.A. (“Société Générale“). This bank, like the current issuing banks, will be required to provide guarantees to MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. (“Project Companies“) to secure the payment of the Issuer’s financial contribution to the Project Companies related to the development of the Bałtyk II and Bałtyk III offshore wind farm projects on the terms similar to the terms provided by the current issuing banks.
The provisions of the Annex do not deviate from market conditions commonly used for this type of agreements.
The Annex to the Guarantee Facility Agreement stipulates the obligation to fulfill the conditions precedent to the issuance of bank guarantees, which are standard in this type of transaction.
The Issuer will incur one-time fees for issuing bank guarantees under the Annex to the Guarantee Facility Agreement, and then periodic fees for maintaining them.
In relation to the Annex, the security package provided in connection with the Guarantee Facility Agreement will be updated. In particular, the Issuer will provide Société Générale with a statement of submission to execution, while the Issuer’s main shareholders, i.e. BIF IV Europe Holdings Limited and Mansa Investments sp. z o.o., will issue corporate guarantees (back-to-back guarantees) to Société Générale to secure the claims of Société Générale against the Issuer in the event that the bank guarantees issued under the Annex are activated.
legal basis: Article 17 section 1 of the Regulation (EU) No. 596/2014 dated 16 April 2014 concerning market abuse (regulation on market abuse) of the European Parliament and of the Council on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC. (OJ EU L. of 2014 173, 173 as amended).
Issuer’s Management Board
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