The conclusion of agreements related to the execution and financing of the Baltica 2 Project – disclosure of delayed information

The Management Board of PGE Polska Grupa Energetyczna S.A. (“PGE”), acting pursuant to Article 17(1) and Article 17(4) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (market abuse regulation) 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 (the “MAR”), hereby discloses to the public inside information the disclosure of which was delayed on January 29, 2025 pursuant to Article 17(4) of the MAR. The inside information the disclosure of which was delayed was information about the conclusion, on January 29, 2025, by PGE and the relevant entities from the PGE capital group of agreements related to the execution and financing of the Baltica 2 Project.

The wording of the delayed inside information

“The Management Board of PGE Polska Grupa Energetyczna S.A. (“PGE”) informs that, on January 29, 2025, Elektrownia Wiatrowa Baltica – 2 sp. z o.o. (“Baltica 2”) and the relevant entities from the PGE and Ørsted groups concluded a series of agreements related to the execution of an investment undertaking comprising the construction of an offshore wind farm with a planned total capacity of 1 498 MW (the “Baltica 2 Project”). The conclusion of the above-mentioned agreements is related to the proposed adoption by the shareholders of Baltica 2 of a resolution regarding the Final Investment Decision, FID, that will commence the stage of construction of the Baltica 2 Project. The concluded agreements (the “Project Agreements”) include, among others:

(i) the amended shareholders’ agreement governing, among other things, the corporate governance of Baltica 2 during the construction phase, the rules of the functioning of the integrated project team during the construction phase, the obligations of the parties in terms of financing and providing other types of support to Baltica 2 in connection with the construction, share transfer restrictions and the consequences of any material breach of obligations and change of control over the shareholders;

(ii) agreements governing the rendering of services of managing construction works by a relevant PGE group entity – for the onshore construction, and by a relevant Ørsted group entity – for the offshore construction;

(iii) agreements that regulate the servicing and maintenance of the Baltica 2 Project offshore wind farm after it is commissioned for use, by a relevant PGE group entity – for the onshore part of the wind farm, and by a relevant Ørsted group entity – for the offshore part of the wind farm;

(iv) shareholder loan agreements on the basis of which the shareholders of Baltica 2 will provide debt financing to the company (in addition to equity financing); and

(v) agreements concerning the sale of electricity generated by the offshore wind farm within the scope of the Baltica 2 Project to the shareholders of Baltica 2.

The performance of the Project Agreements and the satisfaction of the commitments made on the basis thereof depend on the adoption by the shareholders of Baltica 2 of the Final Investment Decision (FID).

Simultaneously with the conclusion of the Project Agreements, Baltica 6 concluded credit facility agreements together with the relevant security agreements for the purposes of financing the construction of the Baltica 2 Project (the “Credit Facility Agreements”). The Credit Facility Agreements were concluded with a consortium comprising of 25 Polish and foreign financial institutions, among others Bank Gospodarstwa Krajowego S.A., European Investment Bank and European Bank for Reconstruction and Development. Based on the Credit Facility Agreements, Baltica 6 will receive financing in project finance in the form of non-recourse project finance of approximately PLN 11.1 billion for the construction period and 22 subsequent years and it will have possibility to use additional and supplementary credit lines in amount of approx. PLN 1.5 billion.

The repayment of the obligations assumed under the Credit Facility Agreements will be based on future cash flows generated by Baltica 2. The credit facilities will be available for drawing after the satisfaction of a number of conditions, including the adoption by the shareholders of Baltica 2 of the Final Investment Decision (FID).”

The disclosure of the above-mentioned inside information was delayed until the moment of the adoption by the shareholders of Elektrownia Wiatrowa Baltica – 2 sp. z o.o. of the resolution regarding the Final Investment Decision, FID, which was adopted on January 29, 2025, and of which PGE informed in current report No. 5/2025 of January 29, 2025.