Execution of a material financing agreement and encumbrance of material assets to secure credit facilities

Date

The Management Board of Cyfrowy Polsat S.A. (the “Company”) announces that on 11 August 2025 its indirect subsidiary Eviva Drzeżewo sp. z o.o. (“Eviva Drzeżewo”), as a borrower, has executed a credit facilities agreement for the development of a wind farm Drzeżewo, located in the municipalities of Główczyce and Potęgowo, in the Pomeranian Voivodeship, with a consortium of Polish financial institutions comprised of: Bank Gospodarstwa Krajowego, Bank Polska Kasa Opieki S.A., and Powszechna Kasa Oszczędności Bank Polski S.A. as lenders and Bank Gospodarstwa Krajowego as facility agent and security agent (the “Facilities Agreement").

Pursuant to the Facilities Agreement, Eviva Drzeżewo is to obtain a PLN-denominated term loan facility up to a maximum amount of PLN 874.0 million, a revolving debt service reserve facility up to a maximum amount of PLN 55.8 million and a revolving VAT facility up to a maximum amount of PLN 23.1 million (the “Facilities”).

The Facilities bear interest at a variable rate, calculated as the sum of the relevant WIBOR rate for the specified interest periods and a margin. The term loan facility will be repaid in quarterly installments of varying amounts, and will be repaid no later than the earlier of: (i) the date falling 15 years after the Wind Farm Completion Date (as defined in the Facilities Agreement), or (ii) 30 June 2041. The debt service reserve loan will be repaid no later than the earlier of: (i) the date falling 15 years after the Wind Farm Completion Date (as defined in the Facilities Agreement), or (ii) the date on which all indebtedness under the term loan and the VAT loan is repaid in full. The VAT loan will be repaid by 31 December 2026.

Eviva Drzeżewo will use the facilities, in particular, to finance or refinance the total construction cost of the wind farm Drzeżewo, located in the municipalities of Główczyce and Potęgowo, in the Pomeranian Voivodeship, with the total capacity of 138.6 MW.

The repayment of debt under the Facilities Agreement and other related documents is to be secured by:

  1. registered pledge over a collection of movables and property rights of a variable composition, being part of Eviva Drzeżewo’s enterprise;

  2. financial pledges and a registered pledge over all shares in Eviva Drzeżewo, held by PAK-Polska Czysta Energia sp. z o.o., with a power of attorney to exercise corporate rights attached to Eviva Drzeżewo shares;

  3. financial pledges and registered pledges over receivables under Eviva Drzeżewo’s bank account agreements;

  4. power of attorney to manage Eviva Drzeżewo’s bank accounts;

  5. agreements on subordination and security assignment of certain PAK-Polska Czysta Energia sp. z o.o.’s claims against Eviva Drzeżewo to secure the financing parties’ claims under the Facilities Agreement and related documents;

  6. security assignment of Eviva Drzeżewo's claims under certain project documents and warranties/guarantees;

  7. contribution guarantee to be provided by PAK-Polska Czysta Energia sp. z o.o.;

  8. cost overrun guarantee to be provided by PAK-Polska Czysta Energia sp. z o.o.; and

  9. statements of submission to enforcement to be made by Eviva Drzeżewo and PAK-Polska Czysta Energia sp. z o.o.

The registered pledges will be effectively established when entered in the Register of Pledges.

The Facilities Agreement also imposes certain restrictions, obligations, and conditions precedent to disbursements of the Facilities, routine in this kind of transactions.

Legal basis

Article 17 Section 1 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC

Category
Report Number
15/2025
Last updated 08/11/2025