Closing of the transaction regarding offshore wind projects

With regard to current report no. 3/2021 dated February 10, 2021, theManagement Board of PGE Polska Grupa Energetyczna S.A. ("PGE") disclosesthat on May 6, 2021, the relevant entities from PGE and Ørsted group,following the fulfilment of the conditions precedent, completed atransaction in which the relevant entities from Ørsted group subscribedfor the shares representing 50% of the share capital of ElektrowniaWiatrowa Baltica - 2 sp. z o.o. ("EWB2") and Elektrownia WiatrowaBaltica - 3 sp. z o.o. ("EWB3") - the companies developing two offshorewindfarms: Baltica 2 (with a potential capacity of approximately 1.5 GW)and Baltica 3 (with a potential capacity of approximately 1 GW). Uponthe registration of the share capital increase, Ørsted and PGE (actingthrough their respective subsidiaries) will become 50/50 partners in thejoint ventures.

The total subscription price for 50% of the shares in EWB2 and EWB3amounted to the equivalent of approx. PLN 686 million. The increasedprice primarily takes into account the capital injection to companiesmade by PGE, which took place after the signing of the investmentagreement. Upon the fulfilment of certain assumptions, the relevantinvestors from Ørsted group will be required to provide EWB2 and EWB3with additional cash contributions which may amount in total up to PLN 1024 bn.

At the closing of the transaction the relevant entities from both Ørstedand PGE groups entered into a number of documents separately for eachBaltica 2 and Baltica 3 (the "Transaction Documents") including notably:

(i) the shareholders' agreements regulating, inter alia, the corporategovernance of the joint ventures, functioning of integrated projectteams, obligations of the parties related to the funding of andproviding for other support to the joint ventures, restrictionsregarding the transfer of interest on the joint ventures as well as theconsequences of any events of default and change of control;

(ii) the development services agreements regulating the provision ofdevelopment services to the joint ventures by the respective affiliatesof both parties;

(iii) the resource provisions agreements based on which both partieswill delegate personnel to the joint venture;

(iv) the shareholder loan agreements under which the shareholders willprovide debt financing (in addition to equity financing) to the jointventures; and

(v) the corporate guarantees issued by both PGE and Ørsted Wind PowerA/S under which both parties guarantee the commitments of theirrespective subsidiaries in the development stage of the projects.