33.6 Preliminary agreement to purchase 100% of shares in PKPE Holding sp. z o.o.

On December 28, 2022, PGE S.A. and Edison Holdings S.à.r.l. signed a Preliminary Share Purchase Agreement concerning PKPE Holding Sp. z o.o., pursuant to which the parties agreed to enter into a Final Agreement for the sale of 100% of shares in PKPE Holding sp. z o.o. In execution of the Preliminary Agreement, PGE S.A. will directly acquire 100% of the shares in PKPE Holding sp. z o.o. and indirectly 100% of the shares in PKP Energetyka S.A. as well as shares in other subsidiaries held by PKPE Holding sp. z o.o. 

PKPE Holding Sp. z o.o. is a holding company controlling a number of entities the activities of which are focused around PKP Energetyka S.A. PKPE Group is a distributor and seller of electricity to the catenary, and additionally provides catenary maintenance services as well as supplying energy to customers outside the catenary on a TPA basis. PKPE Group also sells electricity to non-traction customers on a TPA basis. 

The price to be paid by PGE has been set at approximately PLN 1,913.5 million based on an enterprise value determined as at March 31, 2022 of approx. PLN 5,944.5 million and will be settled based on a locked – box mechanism. The price will be subject to possible adjustments, especially by the amount of the outflow of funds from PKPE Group to the Edison Holdings S.à.r.l. group. 

The transaction is expected to close on April 3, 2023. Payment for the shares will take place on the closing date of the transaction. 

In certain cases involving, among other things, differences between the value of certain actual and projected financial data, the parties may withdraw from the Preliminary Agreement. 

The transaction closing will be carried out provided that, in particular, the following conditions are met: 

• approval of the Office of Competition and Consumer Protection is obtained,
• the court dispute concerning the privatisation of PKP Energetyka is ended,
• approval from the Minister of State Assets is obtained,
• approvals from the financing entities are obtained. 

If the circumstances set out in the Preliminary Agreement arise, the parties may withdraw from the transaction. 

The acquisition of PKPE Holding sp. z o.o. is in line with PGE Group’s strategy. As a result of the transaction, PGE Group will gain access to the traction distribution network throughout the country.