33.2 Planned disposal of coal assets to National Energy Security Agency

On March 1, 2022, the Council of Ministers adopted a resolution on the adoption of the document „Energy sector transition in Poland.” Carve out of coal-based generation assets from companies with a State Treasury shareholding.” According to the document, the carve out process will follow the formula of purchase by the State Treasury from PGE S.A., ENEA S.A., TAURON Polska Energia S.A. and ENERGA S.A. of all assets connected to generation of energy in power plants fuelled by hard coal and lignite, including the accompanying service companies. Due to the inseparability of lignite-fuelled energy complexes, lignite mines will also be among the assets acquired. Assets related to hard coal mining will not become a part of the entity operating coal-based energy generation units. The district heating assets in connection with their planned upgrades to low- and zero-carbon sources will not be the subject of this transaction. It is planned that the spin-off of assets from the energy groups will take place through the acquisition of shares in individual companies directly by the State Treasury and their subsequent consolidation within NABE through the contribution of shares in individual companies to the capital increase of PGE GiEK.

NABE will operate in the form of a holding company centred around PGE GiEK S.A., with the companies acquired from ENEA, Tauron and Energa being subsidiaries included in its capital.

NABE will be a fully self-sufficient entity, i.e. it will be able to provide on its own or – in the interim period – on the basis of agreements concluded with external entities, including the companies from which the assets are spun off, all internal and external functions necessary for uninterrupted operation, i.e. HR, IT, purchasing, trading.

All transactions required under the selected structure, if any, relating to the carve out of assets will be carried out on the basis of a market valuation by an independent entity and following independent due diligence. The individual valuations will take into account the financial liabilities that the generating companies, carved out as part of the transaction, have to their parent companies and/or financial liabilities to financing institutions.

Given the debt of the generation companies to their parent companies, accounting for the transactions is the subject of detailed arrangements between the State Treasury and the current owners and their lenders.

According to the document, after the carve out of coal-based generating assets, the energy companies will focus on developing their activities on the basis of their assets in the area of distribution, heating, trading and generation of energy in low- and zero-emission sources.

NABE’s role will be to provide the necessary capacity balance in the power system. NABE will focus on maintenance and modernisation investments necessary to maintain the efficiency of the coal units in operation, including those aimed at reducing the carbon intensity of these units.

On July 23, 2021, PGE S.A., ENEA S.A., TAURON Polska Energia S.A. and ENERGA S.A. executed an agreement with the State Treasury regarding cooperation on the carve out of coal-based energy generation assets and their integration into NABE.

At the date of these financial statements, work is underway to finalise the due diligence process, the valuation of the spin-off companies and the determination of other key parameters for a future sale transaction. Especially, the valuation and settlement rules for the debt and other liabilities associated with the ring-fenced assets have not yet been determined. No corporate’s decision concerning sale of coal assets have been made. As a result, it is currently not possible to reliably estimate the impact of the spin-off on PGE Group’s future financial statements, including the level of expected future credit losses.

As at reporting date in PGE CG’s opinion,the conditions of IFRS 5 regarding the activities held for sale in area of assets and liabilities as well as income and costs for the described coal assets are not met.