32.5 Acquisition of 100% of shares in PKP Energetyka Holding

On 3 April 2023, the transaction of PGE’s direct acquisition of 100% of shares in PKP Energetyka Holding sp. z o.o., and consequently the indirect acquisition of 100% of shares in PKP Energetyka S.A. and shares in other subsidiaries of PKP Energetyka Holding sp. z o.o. by PGE S.A. was completed. PKP Energetyka Holding sp. z o.o. is a holding company controlling a number of entities whose activities are focused around PKP Energetyka S.A. The Group of PKP Energetyka S.A. (now PGE Energetyka Kolejowa S.A.) is a distributor and seller of energy to overhead contact line networks and a provider of maintenance services for such networks.

The price payable at the closing of the transaction for 100% of shares was determined based on the value of the enterprise as at 31 March 2022, as an amount of PLN 1,913 million, and settled based on the locked-box mechanism provided for in the preliminary share purchase agreement of 28 December 2022, and subsequently adjusted, in accordance with the locked-box mechanism. The final price paid by PGE S.A. to the seller on 3 April 2023 amounted to PLN 1,873 million.