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Current Report No. 35/2019

03.09.2019 17:00

Signing of transaction documents related to the acquisition of wind farms

In reference to current reports No. 27/2018 of October 2, 2018, No. 31/2019 of August 27, 2019 and No. 34/2019 of September 2, 2019 the Management Board of TAURON Polska Energia S.A. (“Issuer”) informs about signing on September 3, 2019 of the transaction documents related to the acquisition by Issuer’s wholly owned subsidiaries: TEC1 Sp. z o.o. TEC2 Sp. z o.o., TEC3 Sp. z o.o. (“Subsidiaries”) of five wind farms owned by in.ventus group and the receivables held by Hamburg Commercial Bank AG (formerly HSH Nordbank AG) with its registered office in Hamburg (“Bank”) against the wind farm operating companies (“Transaction”).

Transaction was executed through the acquisition by the Subsidiaries of Polish partnerships that owned the wind farms and German partnerships that were their limited partners (“Project Companies”). The Subsidiaries assumed all rights and obligations of the existing partners of the Project Companies and, at the same time, acquired the Bank’s receivables against the Project Companies.

The total acquisition price was agreed in the transaction documents at EUR 137.1 million and will be subject to adjustments resulting, in particular, from the effects of cooperation between the parties. The acquisition price was calculated using the “locked-box” mechanism as of December 31, 2018.

As a result of the completion of the Transaction the acquired companies will be free of financial debt to entities from outside the Issuer’s capital group.

Based on the signed transaction documents the lawsuit filed by the Bank against TAURON Sprzedaż Sp. z o.o. will be withdrawn. The subject of the lawsuit is payment of damages in the amount of PLN 36.3 million and liquidated damages in the amount of PLN 196.6 million.

At the same time, the Issuer informs that as a result of completion of the Transaction it will be possible to close the proceedings in the lawsuit filed by in.ventus group companies against the Issuer’s capital group companies. The subject of the said proceedings is the demand for payment by the Issuer’s capital group to in.ventus group companies of damages in the amount of approx. EUR 25.6 million and determining the liability for damages that may arise in future, estimated by in.ventus group companies at approx. EUR 35.7 million (as of March 31, 2019).

The remaining terms and conditions of the Transaction are in line with the terms and conditions described in current report No. 31/2019 concerning adoption of the terms and conditions related to the acquisition of wind farms.

Article 17 section 1 of MAR – inside information

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