Subject: Cyfrowy Polsat S.A. decides toexecute Annex 2 to the preliminary share purchase agreement concerningPAK-Polska Czysta Energia sp. z o.o. and to transfer an organized partof the enterprise of Konin Power Plant to PAK-PCE Biopaliwa i Wodór sp.z o.o.
The Management Board of Cyfrowy Polsat S.A.("Company"), with reference to current report no. 38/2021 of 20 December2021 on the Company's execution of preliminary share purchase agreementsconcerning the acquisition of shares in PAK-Polska Czysta Energia sp. zo.o., Port Praski sp. z o.o. and Pantanomo Limited and to current reportno. 2/2022 of 30 March 2022 on the Company's execution of an annex("Annex 1") to the preliminary purchase agreement concerning theacquisition by the Company of shares in PAK-Polska Czysta Energia sp. zo.o. with its registered office in Konin ("PAK-PCE", "Transaction"),representing 67% of PAK-PCE's share capital ("PAK-PCE Shares"), executedon 20 December 2021 between the Company and ZE PAK S.A. with itsregistered office in Konin ("ZE PAK", "Agreement"), hereby announcesthat the Company has decided to execute annex 2 to the Agreement ("Annex2") with ZE PAK and to finalize the transfer to PAK-PCE's subsidiary,i.e. PAK-PCE Biopaliwa i Wodór sp. z o.o. ("PP BiW"), all power sectoractivities of Konin Power Plant, including, in particular,biomass-generated electricity business, in the form of an organized partof the enterprise ("ZCP Elektrownia Konin").
Annex 2 is scheduled to be executed on 29June 2022 while the ownership transfer of ZCP Elektrownia Konin isplanned on 1 July 2022.
Annex 2 will be signed by the Company and ZEPAK ("Parties"), in particular, in connection with non-fulfillment ofone of the conditions precedent of the Agreement (concerning thecontribution of claims of PAK-PCE's subsidiaries to PAK-PCE) andrevision of the manner and sequence of legal actions set forth in theAgreement.
The Parties have decided, among otherthings, to change the procedure and time for the transfer of ZCPElektrownia Konin to the group of PAK-PCE's subsidiaries, which was thesubject matter of an additional commitment in the Agreement. Theadditional commitment was to be completed after the performance of theAgreement, i.e. the acquisition of 67% of shares in the share capital ofPAK-PCE by the Company through the acquisition for the price of PLN607,355,000.00, adjusted for the working capital of ZCP ElektrowniaKonin, of further new shares created in PAK-PCE ("AdditionalCommitment") in relation to the transfer of ZCP Elektrownia Konin to PPBiW, a subsidiary of PAK-PCE.
From April to May 2022, several legaltransactions were effected and as a result the Company acquired theownership of 49% of shares in the share capital of PP BiW. This involvedan outflow of a total amount of PLN 478,730,000.00, of which PLN473,830,000.00 in respect of a cash contribution related to the sharecapital increase in PP BiW. The ownership change in PP BiW wasaccompanied by its share capital increase. Proceeds from the sharecapital increase are allocated to the acquisition of ZCP ElektrowniaKonin from ZE PAK._#8195;
On 16 May 2022, ZE PAK and PP BiW executedan agreement under which the ownership of ZCP Elektrownia Konin will betransferred to PP BiW ("ZCP Elektrownia Konin Ownership Transfer"). Thetransaction closing is scheduled on 1 July 2022.
Under the Agreement amended by Annex 2 theParties will be obliged to execute the final agreement provided that:(i) the ZCP Elektrownia Konin Ownership Transfer is completed and (ii)all shares in the share capital of PP BiW held by the Parties as at 27June 2022 are contributed to cover the increase in the share capital ofPAK-PCE. Annex 2 provides for the obligation of ZE PAK to effect the ZCPElektrownia Konin Ownership Transfer.
Shares in PAK-PCE representing approx. 26.6%of the share capital of PAK-PCE will be the subject matter of the finalagreement ("Final Agreement"). With the shares previously acquired andsubscribed (including the contribution of shares held by the Company inPP BiW to PAK-PCE), following the performance of the Final Agreement,the Company will hold approx. 67% of shares in the share capital ofPAK-PCE, as originally intended in the preliminary agreement of 20December 2021, and ZCP Elektrownia Konin will be wholly-owned by thePAK-PCE Group
Pursuant to Annex 2, the price for thePAK-PCE Shares acquired under the Final Agreement will be revised.
The original price specified in theAgreement, will be: (i) reduced due to non-fulfillment of one of theconditions precedent set forth in the Agreement (related to thecontribution of claims of PAK-PCE's subsidiaries to PAK-PCE), (ii)reduced by the amount of a non-permitted leakage specified in theAgreement, if any, and (iii) increased by interest accrued for theperiod commencing on the Locked Box date and ending on the date of thecash contribution made by the Company on account of the share capitalincrease in PP BiW, i.e. 13 May 2022, according to an average interestrate for deposits with banks keeping current bank accounts for ZE PAK,for the period the most approximate to the specified period; and (iv)increased by the amount resulting from the transactions effected by theParties and concerning ZCP Elektrownia Konin.
Total expenditures incurred by the Companyto acquire 67% of the share capital of PAK-PCE together with ZCPElektrownia Konin (in the absence of non-permitted leakages) will amountto PLN 807,624,246.00, including the adjustment for the working capitalof ZCP Elektrownia Konin.
The Final Agreement is to be executed by theParties by 30 September 2022.
On 27 June 2022, the Company's SupervisoryBoard consented to the execution of Annex 2.
The Transaction qualifies as a materialrelated-party transaction within the meaning of Article 90h of the Acton Public Offering, Conditions Governing the Introduction of FinancialInstruments to Organized Trading, and Public Companies of 29 July 2005(Dz. U. of 2021, item 1983, as amended).
As the Transaction will be executed at arm'slength, it will not prejudice the interests of the Company or itsshareholders who are not related parties, including the minorityshareholders.