PKN ORLEN S.A. (“Issuer”) informs that on 2 June 2020 it has concluded the agreement with ENERGA S.A. with its registered office in Gdansk and ENEA S.A. with its registered office in Poznan on directional rules of continuation of cooperation in the construction of the Ostrołęka C Power Plant that is realized by Elektrownia Ostrołęka sp. z o.o. with its registered office in Ostrołęka (“Investment”), (“Agreement”). The Agreement provides for the continuation of the Investment with the change in the technological assumptions for the Investment to gas-based technology.
In the Agreement, the Issuer expressed its will to participate in the Investment through contribution in its financing and, after obtaining relevant corporate consents, to join the company Elektrownia Ostrołęka sp. z o.o. as a shareholder. The Agreement provides for changes in the organizational structure of Elektrownia Ostrołęka sp. z o.o. that will reflect the value of the shareholders involvement, including limitation of ENEA S.A. share to minority shareholder in the Investment with limited capital involvement thanks to which ENEA S.A. will not be a jointly controlling entity in Elektrownia Ostrołęka sp. z o.o. The amount of commitment of the parties to the Agreement as well as the capital involvement in Elektrownia Ostrołęka sp.z o.o. and the rights of shareholders will be the subject of further talks and negotiations, leading to the conclusion of the final shareholders agreement.
The Agreement assumes that PKN ORLEN will not participate in settlements with existing Investment contractors, which will be made according to the up until now arrangements, but as the further partner of Elektrownia Ostrołęka sp.z o.o. it will co-decide on their scope. Conclusion of the Agreement opens the way for further talks of the partners on the Investment, which will lead to conclusion of the investment agreement on the detail rules of management, financing and realization of the Investment.
PKN ORLEN S.A. holds 80% of ENERGA S.A. share capital, which corresponds to 85% of the total number of votes at the General Meeting of ENERGA S.A. Whereas ENERGA S.A. and ENEA S.A. hold 50% of Elektrownia Ostrołęka sp. z o.o. share capital.
See also regulatory announcement: no 31/2020 as of 19 May 2020.