ENTERING INTO AGREEMENTS RELATED TO THE FINANCING OF THE OFFSHORE WIND FARMS CONSTRUCTION

The Management Board of the company Polenergia S.A. (“Issuer“) hereby announces that on 20 May 2025, the companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. (“Project Companies“) completed the process of entering into facility credit agreements to finance the construction of offshore wind farms Bałtyk II and Bałtyk III (“Agreements“).

The Agreements were signed with a consortium of some thirty Polish and international financial institutions.

Based on the Agreements, the Project Companies will obtain financing under the (non-recourse) project finance formula to finance their expenditures in the amount of ca. EUR 2.9 billion for MFW Bałtyk II sp. z o.o. and ca. EUR 2.9 billion for MFW Bałtyk III sp. z o.o. The financing period covers the construction period and the subsequent 22 years.

The facility credit will be disbursed after the standard conditions precedent are met. The Issuer is responsible for contributing approximately EUR 145 million, to be deposited on the Issuer’s dedicated bank accounts in full before the first disbursement of facility credit (“Escrow Accounts“). The releasing of funds from the Escrow Accounts to finance the Issuer’s equity contribution will continue until 2028.

In addition, in the event of project cost overruns or lower than expected cash flows during the start-up period of projects, the Issuer may be required to make an additional equity contribution of up to EUR 280 million. In this regard, the Issuer’s obligation will be secured by bank guarantees issued at the request of the Issuer (the Issuer reported on the execution of and amendments to the guarantee facility agreement in current report No. 7/2025 of 18 February 2025 and current report No. 25/2025 of 6 May 2025) as well as by the Issuer’s corporate guarantee.

In addition, in accordance with the Agreements, the Project Companies will have an option to use additional and standby credit facilities in the total amount of ca. EUR 230 million for MFW Bałtyk II sp. z o.o. and ca. EUR 240 million for MFW Bałtyk III sp. z o.o.

The interest rate on project finance funding will be calculated on the basis of variable interest rates based on EURIBOR or WIBOR, plus appropriate margins.

The terms of the Agreements provide for the establishment of certain securities by the Project Companies. The terms and conditions further provide that the Issuer will be a party to certain agreements and actions taken in connection with the project finance and the security established, including, but not limited to, an intercreditor agreement, a shareholder support agreement and the related aforementioned agreement on escrow accounts and parent company guarantees, as well as the gaps agreement, the shareholder security assignment agreement, as well as the pledge agreement on the Issuer’s shares in the share capital of the Project Companies and on the Escrow Accounts. In connection with the pledge on the shares, the Issuer will make standard statements of submission to enforcement .

The Issuer’s Management Board also informs that the project finance will not be secured on any of the Issuer’s or Polenergia Group’s assets except for pledges on the Issuer’s shares in the share capital of the Project Companies, Escrow Accounts and assignment of shareholder loans.

Concurrently, with reference to current report No. 22/2025 of 24 April 2025, the Issuer announces that upon fulfillment of the conditions precedent, the conditional hedging transactions entered into under the Deal Contingent Hedge formula will be novated to target hedging transactions. The Agreements also provide for the Issuer concluding transactions to hedge foreign exchange and interest rate risks.

Repayment of project finance will be based on future cash flows generated by the Bałtyk II and Bałtyk III projects.

The Issuer’s Management Board further informs that the execution of the Agreements was approved by way of resolutions of the shareholders’ meetings of the Project Companies adopted prior to the execution of the Agreements.

legal basis: Article 17(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.