Signing of term sheet with ZE PAK S.A. on potential acquisition of shares in PAK CCGT Sp. z o.o. and in PGE PAK Energia Jądrowa S.A.

The Management Board of PGE Polska Grupa Energetyczna S.A. (“PGE”, the “Company”) discloses that on January 23, 2025 the Company signed with ZE PAK S.A. (“ZE PAK”) a term sheet (the “Term Sheet”) regarding potential transaction of acquisition by PGE from ZE PAK of:

- 100% shares in PAK CCGT sp. z o.o., and

- 50% shares in PGE PAK Energia Jądrowa S.A.

PAK CCGT sp. z o.o. is implementing investment in 600 MWe class CCGT unit together with accompanying infrastructure for which it obtained 17-year capacity auction contract for delivery year 2026 at a level of 493 MW with a price of PLN 400.39/kW/year. The general contractor of the investment is the syndicate of Siemens Energy Global GmbH Co KG, Siemens Energy sp. z o.o. and Mytilineos S.A. (see current reports of ZE PAK no. 28/2021, no. 29/2021 and no. 22/2023).

The founders and existing partners (50/50 model) of PGE PAK Energia Jądrowa S.A. responsible for the development project of nuclear power plant in Konin region are PGE Polska Grupa Energetyczna S.A. and ZE PAK S.A. (see current reports of PGE no. 48/2022 of October 31, 2022 and no. 9/2023 of March 7, 2023). PGE PAK Energia Jądrowa S.A. possesses the fundamental decision for the construction of a nuclear power plant issued by the Minister of Climate and Environment in November 2023.

In the Term Sheet the parties agreed the basic terms of potential transaction of acquisition of shares in PAK CCGT sp. z o.o. and PGE PAK Energia Jądrowa S.A. and PGE’s exclusivity for negotiations with this regard until June 30, 2025 (planned closing of the transaction) whereby the document does not oblige parties to realization of the transaction. The detailed transaction terms will be determined after due diligence performed by PGE with the participation of external legal, financial and tax as well as technical and environmental advisors.