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CONCLUSION BY AMON SP. Z O.O....

CONCLUSION BY AMON SP. Z O.O. AND TALIA SP. Z O.O. OF SETTLEMENTS WITH POLSKA ENERGIA – PIERWSZA KOMPANIA HANDLOWA SP. Z O.O. AND TAURON POLSKA ENERGIA S.A.

28/04/2025 16:16

The Management Board of Polenergia S.A. (the “Issuer“), with reference to Stock Exchange Report No. 17/2025 of 2 April 2025, and Stock Exchange Reports No. 14/2015 of 23 March 2015, No. 12/2018 of 1 May 2018, No. 24/2019 of 25 July, 2019, No. 27/2019 of 21 August 2019, No. 4/2020 of 7 February 2020, No. 6/2020 of 6 March 2020, No. 21/2020 of 8 September 2020, no. 35/2020 of 29 December 2020, No. 48/2021 of 20 December 2021, No. 54/2021 of 29 December 2021, No. 10/2023 of 31 March 2023, No. 18/2023 of 16 May 16 2023, No. 65/2023 and No. 66/2023 of 28 December 2023, and No. 67/2024 of 23 December 2024, notifies that on 28 April 2025, the Issuer’s subsidiaries: Amon sp. z o.o. („Amon”) and Talia sp. z o.o. (“Talia“) entered into a settlement with TAURON Polska Energia S.A.(“Tauron“) and Polska Energia – Pierwsza Kompania Handlowa Sp. z o.o. (Tauron’s subsidiary), (“PEPKH”)(Amon, Talia, Tauron and PEPKH collectively referred to as the “Parties“). The primary objective of the concluded settlements is to amicably end all litigation pending between Amon and Talia and PEPKH and between Amon and Talia and Tauron. The settlement terms essentially correspond in substance to those agreed by the Parties in the signed memorandum of understanding regarding the possibility of an amicable settlement of disputes, which the Issuer reported in Stock Exchange Report No. 17/2025 of 2 April 2025. The Parties obtained the required corporate approvals and the relevant settlement documentation was signed.

As a result of the settlement reached by Amon and Talia with PEPKH:

  1. The Agreements for the Sale of Property Rights arising from certificates of origin evidencing the generation of energy in a renewable energy source by Amon and Talia, respectively, concluded on 23 December 2009 between PEPKH and Amon and PEPKH and Talia (the conclusion of which was reported by the Issuer in Reports No. 62/2009 and 63/2009 of 24 December 2009).
  2. Amon and Talia and PEPKH amended the Agreements for the Sale of Electricity Generated at Amon and Talia wind farms, respectively, entered into with PEPKH on 23 December 2009. (the conclusion of which was notified by the Issuer in Reports No. 61/2009 and 64/2009 of 24 December 2009) in such a way that their performance will be renewed for a period of 10 years, calculated from 1 June 2025, i.e. until 31 May 2035, and the new price set by Amon and Talia and PEPKH for purchase of electricity will not be subject to change throughout the period of performing these agreements.
  3. PEPKH paid Amon and Talia a total of 15 million in one-time compensation.
  4. All court disputes currently pending both in the lawsuit of Amon and Talia against PEPKH and in the lawsuit of PEPKH against Amon and Talia will be terminated, i.e. Amon and Talia will withdraw the lawsuits against PEPKH with a waiver of claims in the cases pending before the District Court in Gdańsk, case number IX GC 449/15, IX GC 451/15 and IX GC 744744/19, and PEPKH will withdraw the countersuit against Amon filed before the District Court in Gdańsk, case number IX GC 744/19 and the lawsuit against Talia filed before the District Court in Warsaw, case number XX GC 1057/24, together with a waiver of claims in both cases. In addition, PEPKH will also withdraw cassation appeals in cases pending before the Supreme Court for ref. II CSK 874/23 and II CSKP 178/23. The relevant court letter expressing the will to withdraw the lawsuits and waive the claims as well as to withdraw the cassation complaints are to be filed with the relevant courts no later than the next business day following the date of signing the settlement agreement.

In addition, as part of the settlement documentation, the agreement was also entered into between Tauron, PEPKH and Amon and Talia regarding Tauron’s entry in place of PEPKH as the buyer into the Agreements for the Sale of Electricity generated from renewable energy sources: the wind farm in Łukaszów and the wind farm in Modlikowice, dated 23 December 2009, which also includes a settlement agreement between Amon and Talia and Tauron.

As a result of the agreement and settlement entered into:

  1. Tauron assumed in place of PEPKH the rights and obligations of the buyer under the aforementioned Electricity Sales Agreements, which Tauron and Amon and Talia will perform for the period of time and under the terms and conditions as indicated in item 2 above.
  2. Amon and Talia will withdraw their lawsuits against Tauron with a waiver of claims brought before the Regional Court in Katowice (now ref. XIII GC 164/25). The court letter expressing the will to withdraw the lawsuits and waive the claims is to be filed with the District Court of in Katowice no later than the next business day following the date of signing the settlement agreement.

In addition, the Parties waived with respect to each other any and all claims and rights they have or could have with respect to the non-performance or improper performance of the Property Rights Sale Agreements and the Electricity Sale Agreements by either Party, as well as any claims of a tort nature related to such non-performance or improper performance of such Agreements, and this waiver is intended by the parties to cover both claims covered by litigation to date, as well as any potential further claims not covered by such litigation, and which would relate to the period of time closed to the conclusion of the settlements.

As a result of the settlements and resumed performance of the Electricity Sale Agreements, the Parties expect to sell the total volume of electricity from the Amon and Talia wind farms in the estimated amount of approximately 1.2 TWh over the 10 years of performing the Electricity Sale Agreements, while the value of the Electricity Sale Agreements over the 10 years of their performance, determined as the product of the volume of electricity sold and the rate specified in the Agreements, is estimated at approximately PLN 300 million for Amon and approximately PLN 200 million for Talia, respectively, throughout the term of the Agreements.

legal basis: Article 17 section 1 of the Regulation (EU) No. 596/2014 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.

Issuer’s Management Board

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