INVESTMENT TEASER OF THE COMPANY

This document contains the key information on operations, condition and development prospects of Port Gdański Eksploatacja S.A., whose full block of shares is being sold by its owner – Port of Gdańsk Authority S.A. 1

Port of Gdańsk Authority S.A. (hereinafter: ZMPG), managing one of the most dynamically devel- oping ports in the basin, invites all interested parties to negotiations regarding the sale of a 100% stake in Port Gdański Eksploatacja S.A. with its registered office in Gdańsk (hereinafter: PGE) – the largest universal cargo handling operator in the Port of Gdańsk.

PGE is engaged in the provision of operator services, especially maritime-land transfer and storage services for goods delivered by water, road and railway transport, with a dominant share of general and bulk cargo. The company operates in an area of over 89 hectares in the Port of Gdańsk, characterised not only by an attractive location, but also a considerable investment potential (e.g. Dworzec Drzewny Quay).

PGE is currently one of the most interesting and prosperous investment options on the CEE (Central and Eastern Europe) maritime market.

The main objective of the sale of a 100% stake in PGE is to concentrate ZMPG on its key activity and to gain an investor for the promising company. In the owner’s opinion, this process, and in particular the additional investment in the company’s suprastructure, will allow the com- pany to strengthen its market position and to build a competitive advantage by providing a comprehensive package of high-quality services based on modern handling equipment, storage areas and port areas with good road and rail connections.

We invite all interested parties to read the investment teaser, in which they will find key information about the company’s activities. This document contains the key information on operations, condition and development prospects of Port Gdański Eksploatacja S.A., whose full block of shares is being sold by its owner – Port of Gdańsk Authority S.A.

2 PGE IS CURRENTLY ONE OF THE LARGEST PORT OPERATORS AND CARGO HANDLING COMPANIES

EXTENSIVE EXPERIENCE IN THE MARKET Furthermore, the territorial area of PGE’s operations is located in one of the most dynamically developing For nearly 30 years, PGE has been providing professional services in the field of handling and storage of cargo markets of the TSL industry and is ideally connected with in international trade. The experience, built up over road, railway and port communication systems as well the years, reflects the great potential of the company. as the main network of national roads and motorways, which ensures efficient and collision-free transportation of cargo inland without the necessity of passage through VERSATILITY AND COMPREHENSIVE SERVICES the city centre, thus guaranteeing the maintenance PGE’s infrastructure and suprastructure is adapted to of its smooth and efficient movement. handle a wide portfolio of cargo handling operations, including, among others: coal and coke, general cargo and SIGNIFICANT DEVELOPMENT POTENTIAL timber, steel and steel products, scrap, constructions, machinery, vehicles, cars and fertilisers. PGE provides both PGE benefits from investments improving the company’s handling and storage services. The aforementioned charac- accessibility both from the land (e.g. investment pro- teristics of operations make PGE relatively flexible in adapt- grammes of PKP PLK S.A.) and from the sea (modernisation ing its activities to market conditions. of the internal waterway by ZMPG). Moreover, the company is a key beneficiary of ZMPG’s investment programs, one of the flagship projects of which is the work to adapt ATTRACTIVENESS OF THE LOCATION OF THE PORT the Dworzec Drzewny Quay for handling activities AREAS IN WHICH PGE CARRIES OUT ITS OPERATIONS (2018–2021), aimed at activating PGE’s additional operational potential. The synergy effects resulting from the company’s The Port of Gdańsk, within which PGE operates, is ’s business model, which is flexible in terms of loading groups, largest port and one of the largest seaports in Central and its experience and attractive location of operations, Eastern Europe, being a base port on the Baltic-Adriatic provides the company with strong foundations for dynamic Corridor of the Trans-European Transport Network (TEN-T). growth in the coming years. 3

GENERAL INFORMATION ABOUT THE COMPANY

NAME OF THE COMPANY Port Gdański Eksploatacja Spółka Akcyjna

REGISTERED OFFICE Gdańsk, Polska

CONTACT DETAILS ul. Roberta de Plelo nr 6, 80-548 Gdańsk, tel. +48 58 737 63 00, fax. +48 58 737 67 69, e-mail: [email protected]

NIP 583-000-47-74

REGON NUMBER 190562236 KRS NUMBER 0000365475

DATE OF THE On 15 September 2010, Port Gdański Eksploatacja Spółka Akcyj- COMPANY’S ENTRY na was entered into the Register of Entrepreneurs of the INTO KRS National Court Register by the District Court Gdańsk-Północ in Gdańsk, 7th Commercial Division of the National Court Register (file reference number GD.VII NS-REJ.KRS/15138/16/653).

SHARE CAPITAL The Company’s share capital is PLN 14,571,900 divided into 291,438 registered shares with a par value of PLN 50 per share. Special rights arising from shares: 289,158 series A shares are preferred shares: (1) regarding voting – each share carries two votes at the General Meeting of Shareholders, and (2) regarding dividends – they grant to the entitled person a dividend higher by 50% than the dividend payable on non-preference shares; 2,280 shares of series B are non-voting shares.

The owner of 100% of the shares of PGE is ZMPG S.A.

photo by Kacper Kowalski 4

GENERAL INFORMATION ABOUT THE COMPANY

A SYNTHETIC HISTORY OF PGE

As a result of the privatisation of the Port of Gdańsk carried out in 1991, employee-owned companies were separated from the struc- tures of the Port of Gdańsk (e.g. Port Wiślany, WOC, Basen Górniczy, Westerplatte, Port Północny, Siark-Port AND Chemiki), which played the role of port operators at particular quays, performing handling, storage and other services for cargo managers. PGE was also one of those separated companies.

At the beginning of its operations, PGE was a marketing entity and provided mass acquisition services. In the years 1999–2000, as a result of consolidation of previously separated companies acting as port operators (which was the effect of their failure to adapt to market conditions and destabilisation of their financial standing), PGE became the largest and most universal handling operator in Polish sea ports. On 15 September 2010 PGE was transformed into a joint stock company. 5

SERVICES PROVIDEDBY THE COMPANY

PGE is the largest operator of the inner part of the Port of Gdańsk and the fourth largest cargo handling operator in the entire port area. It is involved in the service activities of an operator, in particular the performance of cargo handling and storage services.

The main services offered by PGE are:

cargo transfers between different cargo handling: cargo manipulation including storage: intermediate and long-term storage modes of transport (land and sea); sorting, labelling and repackaging, forming, of cargo using bonded warehouses dismantling of containers; and temporary-storage and customs warehouses;

cargo securing on land and at sea; mooring, quayside service, handling supply of dunnage; of various types of vessels and units;

recording and retention of forwarding cargo/packaging/container control; handling of dangerous goods. documentation; 6

LOADING GROUPS SUPPORTED

PGE is the most versatile operator conducting activities on the 2017–2019 average quays of the Port of Gdańsk, handling a wide range of cargo 10,000 tonnes; 0,3% groups, including coal, ore, liquid fuels, other bulk cargo, 127,800 tonnes; 4,4% 14,000 tonnes; 0,5% load-unit based and conventional general cargo, grain and timber. 748,400 tonnes; 25,8% 1, 109,900 tonnes; 38,3%

Coal and coke

Othere bulk Coal and coke Ore Liquid fuels Timber

General cargo

890,000 tonnes; 30,7% Cereal Othere bulk General cargo Cereal including: including: including: construction and • steel products (e.g. rye and triticale, 10,700 tonnes; 0,3% 8,300 tonnes; 0,2% road aggregates sections, sheet piling, • maize, Ore and other dry bars, rails, wire rods in rapeseed and 143,900 tonnes; 4.2% bulk cargo coils, billets, blooms, maize middlings 267,900 tonnes; 7,8% Jan-Nov 2020 (e.g. feldspar, slabs, sheet metal in bentonite, coils, sheet metal in Timber fertilisers), sheets, pipes, building 1, 439,500 tonnes; 41,8% • bulk sugar, mats), 630,200 tonnes; 18,3% biomass scrap, constructions, Liquid fuels out-of-gauge cargo, project cargo, vehicles, containers, commercial vehicles and other rolling cargo, • other general cargo, including cargo on pallets, in big-bags and crates

941,000 tonnes; 27,3% 7

PGE AND THE INNER PART OF THE PORT OF GDAŃSK

The company’s share of handling operations in the cargo turnover carried out in the inner part of the Port of Gdańsk in 2017–2019 and 11 months of 2020 oscillated between 35–38%, which accounted for approx. 6–8% of the handling operations in the entire Port of Gdańsk.

Liquid fuels 36% 100%

General cargo 32% 75% Timber 69%

Cereal 21% 50%

Othere bulk 25% 25% 34,6% 37,6% 37,3% 38,4% Ore 100%

Coal 93% 0% 0% 25% 50% 75% 100% 2017 2018 2019 JAN-NOV 2020

The share of PGE in the total The share of PGE in the total turnover turnover generated in the inner carried out in the inner part of the part of the Port of Gdańsk, by Port of Gdańsk in 2017–2019 and cargo groups, January–November in January-November 2020 2020

Handling volumes based on data from Dysport system 8

BUSINESS RELATIONS

PGE’s key trading partners are naval agents, forwarders, exporters, importers and transport companies, including:

In addition, the company maintains business relations with the following entities, among others:

Vessel operators: CMA CGM S.A., CNAN Nord SPA, A.P. Møller-Mærsk A/S (contract pending)

Importers/Exporters: Jastrzębska Spółka Węglowa S.A., ArcelorMittal Poland S.A., Viterra Polska Sp. z o.o., ICL Polska sp. z o.o., Pfeifer & Langen Polska S.A., SYNERGIO GROUP S.A., SORTPOL Sp. z o.o., Geminor PL Sp. z o.o.

Freight forwarders and naval agents: Vetro Port & Shipping Services Sp. z o.o., Rhenus Port Logistics Sp. z o.o., Pol-Mare Sp. z o.o. Sp.k., Baltic Shipping Agency Sp. z o.o., Schultz Shipping Sp. z o.o. 9

PORT OPERATIONS OF THE COMPANY

PGE conducts cargo handling operations in an area of over 89.1 ha, which accounts for 13% of the entire area of the Port.

Under a long-term lease agreement and operator agreements concluded with ZMPG, PGE provides its services on 5 quays located along the Martwa Wisła river, on both its banks, i.e:

Wiślane Quay (12.1 ha), Szczecińskie Quay (8.2 ha), Węglowe Quay, Rudowe Quay, Administracyjne Quay, i.e. Górniczy Basin (total area - 68.9 ha).

photo by Kacper Kowalski 10

Furthermore, as part of the operator’s activities, the com- pany also operates at WOC I and WOC II Quay (14.2 ha), as well as Oliwskie Quay (5.9 ha).

The areas in which the company operates have been included in the largest investment programme carried out by ZMPG in recent years. These activities are imple- mented with the support of EU funds obtained from the Connecting Europe Facility. The programme assumes a significant improvement of sailing conditions in the Inner Port and thorough modernisation and upgrading of technical parameters of quays, where PGE also operates.

Furthermore, the territorial area of PGE’s operations is perfectly connected with the road, railway and port communication systems as well as the main network of national roads and motorways, which ensures efficient and collision-free transportation of cargo inland without the necessity of passage through the city centre, thus guaranteeing the maintenance of the smooth and efficient movement of cargo.

Operator contract – 20.1 ha Leased area – 89.1 ha

Free Customs Zone (WOC) – 14.2 ha Wiślane Quay – 12.1 ha Oliwskie Quay – 5.9 ha Szczecińskie Quay – 8.2 ha Górniczy Basin – 68.9 ha

The Company’s leased and rented properties include extensive storage and warehousing space consisting of storage yards, bunkers and warehousing areas.

photo by Kacper Kowalski 11

FREE CUSTOME ZONE

Storage and warehouse areas

The area of 96.600 m2 of roads and storage yards was made available for non-exclusive use by the port operator in the Free Customs Zone (WOC); access requires prior notification and is granted to the extent dependent on the current occupancy of the yards.

Operational length of the WOC I and WOC II quays 1.165 m

Maximum draught 8.5 m

Railway infrastructure 4.433 m track length 13 turnouts (managing entity PGE)

*Parameters after the completion of the ongoing investment. photo by Kacper Kowalski 12

OLIWSKIE QUAY

Operational length of the quay* General and bulk cargo 790 m warehouses approx. 12.500 m2 Maximum draught* Storage yards 10.6 m approx. 30.500 m2** Railway infrastructure 7.002 m track length 23 turnouts (managing entity PGE)

*Parameters after the completion of the ongoing investment.

** The storage yards under the lease and operator contracts amount to 30,500 m2, of which 24,000 m2 is intended for use according to demand and availability

Project implemented under the task titled: Modernisation of the internal waterway “Modernisation of the waterway, extension of quays and improvement of navigation conditions in the Inner Port of Gdańsk - 2015-PL-TM-0413-W” The project is co-financed by the European Union from the Connecting Europe Facility.

photo by Kacper Kowalski photo by Kacper Kowalski 13

WIŚLANE QUAY

Operational length of the quay* approx. 12.500 m2 1072 m

Maximum draught approx. 30.500 m2** 10.2 m

Lease area 7.002 m track length 23 turnouts 12.1 ha Storage areas and storage yards approx. 67.500 m2

General and bulk cargo warehouses and tents approx. 17.900 m2

Railway infrastructure 6.351 m track length 20 turnouts (managing entity PGE)

Implemented under the task titled: Modernisation of the internal waterway “Modernisation of the waterway, extension of quays and improvement of navigation conditions in the Inner Port of Gdańsk - 015-PL-TM-0413-W” is co-financed by the European Union from the Connecting Europe Facility Implementation in 2018–2020

*Parameters after the completion of the ongoing investment. 14

SZCZECIŃSKIE QUAY

Operational length of the quay* General and bulk cargo 527 m warehouses and tents approx. 17.900 m2 Maximum draught* 10.2 m Railway infrastructure 1.280 m track lenght Lease area 4 turnouts 8.2 ha (managing entity PGE)

Storage yards approx. 61.500 m2 General and bulk tents approx. 4.800 m2

Project implemented under the task titled: Modernisation of the internal waterway “Modernisation of the waterway, extension of quays and improvement of navigation conditions in the Inner Port of Gdańsk - 2015-PL-TM-0413-W” The project is co-financed by the European Union from the Connecting Europe Facility

*Parameters after the completion of the ongoing investment.

photo by Kacper Kowalski photo by Kacper Kowalski 15

GÓRNICZY BASIN

Operational length of the quay Węglowe Quay 865 m Rudowe Quay 740 m Administracyjne Quay 125 m Maximum draught Węglowe Quay 9.5 m Rudowe Quay 10.2 m Administracyjne Quay 5.5 m Lease area 68.9 ha Storage yards or bunkers Węglowe Quay approx. 47,000 m2 Rudowe Quay approx. 141,500 m2 Railway infrastructure

Węglowe Quay Total track length 6.340 m 17 turnouts (managing entity PGE)

Rudowe Quay Total track length 4.999 m 8 turnouts (managing entity PGE)

*Parameters after the completion of the ongoing investment. photo by Kacper Kowalski 16

DWORZEC DRZEWNY QUAY

Operational length of the quay* 834 m Maximum draught* 10.8 m Hardened area destined for storage yards approx. 63.500 m2 including an area of approx. 40.000m2 paved with aggregate, intended for an aggregate storage yard; after completion of the reconstruction of the Dworzec Drzewny Quay and execution of all investment plans the area may increase by approx. 150.000m2

Railway infrastructure* 5.924 m track length 12 turnouts (managing entity PGE)

The Dworzec Drzewny Quay is currently being extended. Planned completion of the task in 2021.

Project implemented under the task titled: Modernisation of the internal waterway “Modernisation of the waterway, extension of quays and improvement of navigation conditions in the Inner Port of Gdańsk - 2015-PL-TM-0413-W” The project is co-financed by the European Union from the Connecting Europe Facility

*Parameters after the completion of the ongoing investment. photo by Kacper Kowalski 17

FINANCIAL PERFORMANCE

REVENUE

• Revenue from product sales in 2017–2019 grew at an average PGE’s sales revenue in 2017–2019 and in January–November 2020 annual rate of 11.4% from PLN 61,200,000 in 2017 to PLN 75,900,000 in 2019. The value of revenue generated in January– 80,0 0,1 November 2020 was PLN 70,200,000. 0,1 4,7 2,3 70,0 4,5 0,0 2,3 6,9 12,3 5,4 60,0 3,6 6,0 50,0

• The revenue structure remained relatively flat from 2017 to 40,0 2019 and from January to November 2020. The dominant 30,0 60,2 58,8 60,2 source of revenue in the period in question was revenue 51,6 20,0 from the sale of handling services (on average 83% of sales revenue). 10,0 0,0

2017 2018 2019 JAN-NOV 2020

Sale of handling services Sale of warehousing services • The handling volumes in 2017–2019 grew at an average annual rate of 15.3% from 2,400,400 tonnes in 2017 to Sale of othere services Sale of goods and materials 3,189,400 tonnes in 2019. The January–November 2020 handling PGE's volume of transshipments and the number volume was 3,441,400 tonnes, which was 107.9% of the 2019 of ships handled by PGE in 2017-2019 volume. and in January-November 2020

4.000 3 441,4 3.500 3 110,6 3 189,4 • The share of revenue from storage in January–November 3.000 2 400,4 2020 remained at the level of 2017–2018 (on average 9% 2.500 of sales revenue), but the potential to generate revenue 2.000 from this branch of activity is best reflected in 2019, in which 1.500 the extended area of storage yards was used to a significant tonnes 1.000 extent. 500 593 601 559 493 0 2017 2018 2019 JAN-NOV 2020 18

OPERATING COSTS PROFITABILITY

Operating costs in 2017–2019 grew at an average annual • In 2017–2018, the Company generated negative net rate of 2.6% from PLN 70,800,000 in 2017 to PLN 74,600,000 income and negative EBITDA. In 2019 PGE generated a pos- in 2019. In January–November 2020, the value of operating itive net result of approximately PLN 1,400,000 and EBITDA costs incurred amounted to PLN 68,700,000. of nearly PLN 3,700,000. In the period from January to November 2020, the Company generated a net result of The dominant operating costs included salaries and em- approximately PLN 2,300,000 and EBITDA of approximately ployee benefits (PLN 32,600,000; 44% in 2019 and PLN PLN 5,700,000, recording a net profit margin of 3% and 30,600,000; 44% in Jan–Nov 2020) and third-party services an EBITDA margin of 8%. (PLN 28,700,000; 38% in 2019 and PLN 26,100,000; 38% in November 2020). PGE’s profitability in 2017–2019 and January–No- vember 2020 Salaries and employee benefits in 2019 and January–No- vember 2020 included, in particular, costs related to the personal payroll fund (PLN 24,700,000 and PLN 24,000,000, respectively), while the key components of third-party 10% 80,0 8% services were costs related to the lease of land and build- 76,0 72,9 72,1 70,0 5% 4% ings (approximately PLN 11,400,000 and PLN 8,800,000, 5% 3% respectively) and costs related to handling work (approx. 61,8 1% 2% 60,0 0% PLN 4,100,000 and PLN 4,400,000, respectively). 50,0 1% PGE’s operating cost structure in 2017–2019 -5% 40,0 and January–November 2020 % margin 5% 5% 30,0 90,0 -10% 10% 80,0 20,0 3,5 3,9 13% 70,0 2,9 -15% 9,6 9,4 3,5 10,0 sales (millions revenue PLN) 8,5 60,0 8,5 17% 0,0 50,0 -20% 33,7 28,7 29,0 26,1 million PLN 40,0 30,0 EBIT margin

20,0 EBITDA margin 30,4 29,5 32,6 30,6 10,0 Net profit margin

0,0 Net sales revenue 2017 2018 2019 JAN-NOV 2020 Salaries and employee benefits Third-party services

Consumption of materials Other and energy 19

ASSETS AND SOURCES OF FINANCING PGE’s asset structure in 2017–2019 and as of November 2020 • Fixed assets were the dominant item in the asset structure in the period from 2017 to 30 November 2020 (on average 90,0 66%, PLN 51,600,000, as at 30 November 2020). 80,0 70,0 • The key items of fixed assets as at 30 November 2020 were 25,3 60,0 21,6 plant and machinery (in particular: container gantry crane, 50,0 26,0 cranes, loaders, scales, etc.; PLN 22,500,000 in total) 20,3 and fixed assets under construction (in particular: hardening million PLN 40,0 of yards at the Górniczy Basin and a year-round tent hall; 30,0 50,9 51,6 PLN 16,900,000 in total). 20,0 37,3 40,9 10,0 • Current assets as at 30 November 2020 consisted predom- 0,0 inantly of trade receivables (PLN 11,200,000), receivables 2017 2018 2019 NOV 2020 from taxes, customs duties, social security and other benefits Fixed assets Current assets (PLN 4,400,000) and cash assets (PLN 4,300,000).

PGE’s liability structure in 2017–2019 and as of • The financing structure for the period 2018 – 30 November November 2020 2020 did not change significantly. As at 30 November 2020, 80,0 shareholders’ equity was the dominant item (PLN 37,900,000; 49%). Trade accounts payable (PLN 23,900,000; 70,0 4,5 31%; incl. PLN 21,900,000 payable to ZMPG) and other financial 2,6 liabilities (PLN 2,600,000; 3%; incl. finance lease commit- 60,0 5,2 4,1 3,1 ments) also had a significant share in the sources of financing). 3,5 50,0 23,9 3,9 0,2 19,4 40,0 6,4 15,9 million PLN 30,0

20,0 38,0 37,9 34,1 35,6 10,0

0,0 2017 2018 2019 NOV 2020 Shareholder’s equity Trade payables

Interest-bearing liabilities Other Consumption of materials and energy

20

PGE’s inventory turnover ratio in 2017–2019 and as of November 2020

200 WORKING CAPITAL 146 150 • Inventory and short-term payable turnover ratios 113 100 remained relatively stable in 2017–2019 and as of the end of 74 75 63 60 61 November 2020. At the end of November 2020, they stood 51

days 50 at 14 and 74 days, respectively. 23 11 11 12 14 0 • The payable turnover ratio in 2017–2019 and as of the end -4 of November 2020 was significantly increasing (mainly due -50 -40 to the increasing payables to ZMPG). It was 113 days at the -58 end of 2019 and 146 days as of the end of November 2020. -100

Inventory Payable turnover Liabilities Cash conversion turnover ratio ratio turnover ratio cycle

2017 2018 2019 NOVEMBER 2020 LIQUIDITY RATIO

• A deterioration in PGE’s liquidity ratios could be observed in 2017–2019 at all levels of liquidity. In January–November PGE’s liquidity ratio in 2017–2019 and as of November 2020 2020, this trend was halted, and the value of the presented 2,50 liquidity ratios remained at relatively similar levels to 2019.

1,95 • The deterioration of liquidity ratios was undoubtedly 2,00 1,67 caused by the increasing level of liabilities (resulting mainly 1,50 from the increase in trade liabilities towards ZMPG), with 1,26 a simultaneous relatively stable level of current assets. 1,09 1,00 0,86 0,89 0,70 0,74 0,61 0,46 0,50 0,20 0,15

0,00 Current ratio Quick liquidity ratio Cash ratio

2017 2018 2019 NOVEMBER 2020 photo by Kacper Kowalski 21

INVESTMENT ACTIVITIES

photo by Kacper Kowalski 22 PGE IS THE LARGEST BENEFICIARY OF ZMPG’S INVESTMENTS IN THE INNER PORT

Under 30-year lease agreements, PGE occupies a piece of land in the Inner Port which is very attractive in terms of location and parameters. The standard of these areas will increase considerably in the coming years due to ZMPG’s investment programme, which, by 2021, involves the deepening of the port channel in the Inner Port and thorough modernisation and extension of a part of the quays located along the Martwa Wisła River.

ZMPG investment projects in the Inner Port:

increasing the availability of quays for larger vessels; value of ZMPG projects in the improving the quality of service in the port; Inner Port improving the safety of navigation in the port channel; including increasing the width of the waterway to 90m;

increasing the depth of the waterway to 12m from the heads of the entrance breakwater to investments concerning PGE the Chemików Quay. sites. 23

Investments affecting PGE realised by ZMPG in 2016–2019

In the recent period, ZMPG has carried out significant investments which have increased the attractiveness of the areas in which PGE operates.

In 2016, ZMPG completed the extension of the intermodal container terminal in the Inner Port in the area of Szczecińskie Quay. As a result of the investment, the area was enlarged, the load-bearing capacity of the storage area was increased and the following improvements were made: communication and parking system of the terminal, water-sewage management, lighting and fencing of the area. Consequently, the conditions for road-sea, road-rail-sea and rail-sea cargo traffic have improved in terms of unit handling time at the terminal. The investment made it possible to increase the annual handling capacity of the terminal to the level of 100,000 TEU.

In 2018–19, ZMPG made investments to harden the paved area for storage yards. Areas located at the Górniczy Basin were hardened, with a total area of approx. 4 ha and a net value of approx. PLN 7,200,000.

ZMPG has also carried out a number of investments in the field of electrical power engineering. The equipment of transform- er-switching stations providing power supply to the area of the Górniczy Basin and the Wiślane Quay was modernised. In addition, metering of utilities was carried out at the Górniczy Basin area and MV, LV and lighting networks were rebuilt at the Węglowe Quay. As part of the construction of the Dworzec Drzewny Quay, a new 630 kVA transformer station was built to provide electricity supply to the equipment at the quay under construction. Additionally, at the Oliwskie Quay, where PGE also carries out its operations, the area lighting was modernised, a new T-75 substation was built and low voltage networks in the area were reconstructed.

The investments completed by ZMPG have significantly increased the flexibility and attractiveness of PGE’s service package.

IMPLEMENTED PROJECTS

Extension of the intermodal container terminal in the area of the Szczecinskie Quay * PLN 26,800,000 2014-2015

Reconstruction of the Szczecinskie Quay (strengthening the bottom) PLN 1,600,000 2017-2019

Hardening of storage yards located in the Mining Basin PLN 14,400,000 2018-2020

Repair of internal roads: ul. Chodackiego - Quay, roads in the Mining Basin PLN 1,400,000 2020

* Project implemented under Measure 7.4 of OPI & E, priority VII of the Infrastructure and Environment Operational Program 24 ZMPG investments under construction affecting PGE

At the moment ZMPG is carrying out a number of invest- Extension of the Oliwskie Quay. ments which have an impact on the operations of PGE. These include: Redevelopment of approx. 1200m of the following quays: Modernisation of the internal waterway. Oliwskie Quay, Ziółkowski Quay and the Bend of Five Whistles. As a result of the investment, the quay will be adapted to handle vessels with a draught of up to 10.6m (on Enlarging the turntable located near the Free Customs the 290m long section), depending on the sections with the Area to 180m, enlarging the turntable located in the Gór- allowable DOR of 20–30 kN/m2. niczy Basin area to 200m, enlarging the turntable near Ostrów Island to 315m and profiling the waterway by soft- Planned redevelopment of the structure and the fender ening some of the bends will improve navigational condi- line of a part of the Wiślane Quay. tions for ships on the waterway and the condition of quays located along the waterway. Adjusting the line and depth of the quay to the rest of the Extension of the Dworzec Drzewny Quay to serve Wiślane Quay. The redevelopment is to provide a berth with as a loading berth. a technical depth of -12.0m and an allowable DOR of 40 kN/m2 (80 kN/m2 locally). It would enable the handling of full-load ships up to 35,000 DWT and part-load ships up to The berth with the permissible DOR of 30 kN/m2 will be 100,000 DWT with a draught of 10.6m, as well as the exten- adapted to handle part-loaded ships of 100,000 DWT sion of the railway traffic conditions at the quay from 2 to 3 with the draught of 10.1–10.8m lines of tracks (the investment in question is planned to be implemented using ZMPG S.A.’s own funds.) Modernisation and extension of the Wiślane Quay and a section of the Szczecińskie Quay. ZMPG has also initiated work related to: execution of hardening of the communication route in the Extending the current mooring line and achieving great- 2nd line of the Węglowe Quay and reconstruction of the er depth at the quay wall. surface of the Rudowe Quay. * Project implemented under Measure 7.4 of OPI & E, priority VII of the Infrastructure and Environment Operational Program

25

ONGOING PROJECTS

Modernisation of the internal waterway (dredging works) PLN 50,500,000 2018-2021 The project includes: Modernisation of the waterway, expansion of the quays and improvement of navigation conditions in the Inner Port in Gdańsk*

Extension and modernisation of a part of the Wiślane Quay and a section of the Wiślane PLN 25,300,000 2018-2020 – Szczecińskie Quay The project includes: Modernisation of the waterway, expansion of the quays and improvement of navigation conditions in the Inner Port in Gdańsk*

Extension of the Dworzec Drzewny Quay The project includes: Modernisation of the waterway, expansion of the quays PLN 197,000,000 2018-2021 and improvement of navigation conditions in the Inner Port in Gdańsk*

Redevelopment of the Wiślane Quay (comprehensive design documentation) PLN 900,000 2018-2021

Extension of the Oliwskie Quay (adjustment of the line and depth of the quay to the rest PLN 167,000,000 2018-2021 of the Oliwskie Quay) The project includes: Modernisation of the waterway, expansion of the quays and improvement of navigation conditions in the Inner Port in Gdańsk*

Redevelopment of the Rudowe Quay surface PLN 2,600,000 2020-2021

Hardening of the traffic route in the area of the Węglowe Quay PLN 1,400,000 2020-2021

*Projects co-financed by the European Union from the Connecting Europe Facility 26 Planned investments of ZMPG affecting PGE

With regard to the areas where PGE operates, in the near future ZMPG is planning to:

commence, in 2020, the design and construction works related to the construction of office and social facilities using modu- lar-container technology at Handlowa street and in the area of the Górniczy Basin. The investment will improve the com- fort and working conditions of the PGE staff. The anticipated value of the design works is PLN 500,000, while for the con- struction works it amounts to PLN 9,100,000;

carry out the process of decommissioning of the grain eleva- tor facility, whose technical parameters preclude its rational use. Consequent acquisition of additional storage space in line I of the Wiślane Quay. The cost of the investment is PLN 1,200,000. Planned completion of the task in August 2021.

carry out the construction of a square connecting the Rudowe Quay and Dworzec Drzewny, which will enable free communication of the new self-propelled cargo handling equipment, planned to be purchased by PGE, between the quays;

extend the existing seabed reinforcement at the Szczecińskie Quay in order to protect the quay against deepening and damage, as well as construction of additional mooring points in order to extend the berths;

reconstruction of the Rudowe Quay (section III) and Węglowe Quay on the Górniczy Basin, which would enable the parame- ters of these quays to be upgraded to handle larger vessels. 27

Furthermore, plans have been made to increase the electricity transmission capacity in the coming years in the PGE areas to the Górniczy Basin area and to increase the power supply capacity of the handling equipment on Ziółkowski and Oliwskie Quays as well as to carry out metering of loads in the area of Wiślane Quay and to modernise the lighting in that area.

PLANNED PROJECTS AND PROJECTS TO BE USED BY THE INVESTOR

Redevelopment of the Wiślane Quay (reconstruction of the structure and fender line) PLN 150,000,000 2022-2024

Redevelopment of the Rudowe Quay PLN 100,000,000 PLN 2,100,000 Redevelopment of the Szczecińskie Quay (extension of the seabed reinforcement, 2019-2022 additional mooring points on the southern side of the quay, replacement of the fender line and modernisation of the waterfront wall)

Construction of office and social facilities using modular-container technology PLN 9,600,000 2020-2021 at Handlowa Street – Wiślane Quay, and in the Górniczy Basin area commence, in 2020, the design and construction works related to the construction of office and social facilities using modu lar-container technology at Handlowa street and in the area of the Górniczy Basin. The investment will improve the com fort and working conditions of the PGE staff. The anticipated value of the design works is PLN 500,000, while for the con struction works it amounts to PLN 9,100,000;

carry out the process of decommissioning of the grain eleva tor facility, whose technical parameters preclude its rational use. Consequent acquisition of additional storage space in line I of the Wiślane Quay. The cost of the investment is PLN 1,200,000. Planned completion of the task in August 2021.

carry out the construction of a square connecting the Rudowe Quay and Dworzec Drzewny, which will enable free communication of the new self-propelled cargo handling equipment, planned to be purchased by PGE, between the quays;

extend the existing seabed reinforcement at the Szczecińskie Quay in order to protect the quay against deepening and damage, as well as construction of additional mooring points in order to extend the berths;

reconstruction of the Rudowe Quay (section III) and Węglowe Quay on the Górniczy Basin, which would enable the parame ters of these quays to be upgraded to handle larger vessels.

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INVESTMENTS COMPLETED AND PLANNED BY PGE

The key investment carried out by PGE in the recent years is the extension of the storage areas. In 2019, PGE increased storage areas in the Górniczy Basin area by nearly 5.7 ha owing to investments of about PLN 11,500,000.

In view of the demand for handling services, in cargo groups (coal, coke) with bulk weight up to 1 t/m3, PGE’s current investment priority is handling equipment and the purchase of loaders (2 pieces) with a bucket capacity of up to 10 m3.

PROJECTS AFFECTING THE ACCESS FACILITIES OF PGE

The key external undertaking affecting the attractiveness of the areas occupied by PGE is the project titled: “Improvement of railway access infrastructure to the Port of Gdańsk” carried out by PKP PLK S.A. As part of the project, railway stations operating on behalf of the Port of Gdańsk, i.e. Gdańsk Port Północny, Gdańsk Kanał Kaszubski and Gdańsk Towarowa, within the Gdańsk Wiślany area, will be modernised. Among other things, the number of electrified tracks will be increased at the above-mentioned stations. The local control centre will also be expanded and modernised. The investment will permit an increase of the axle load to 221 kN and to increase the speed and length of the trains arriving. It will also increase the possibility of transferring goods handled in the Port of Gdańsk, including among others, on quays used by the Company PGE. The planned date of its completion is 2022. 29

DISCLAIMER

This investment teaser has been issued solely for the information and use of the investor invited to participate in the proceed- ings.

The document has been prepared for information purposes only and does not constitute an offer within the meaning of Article 66 of the Civil Code or an invitation to make an offer, an invitation to sell or purchase securities, nor does it constitute a prospec- tus or an information memorandum within the meaning of Regulation (EU) 2017/2019 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC or the Act on Public Offerings and Conditions Governing the Introduction of Financial Instruments to Organised Trading on Public Companies of 29 July 2005.

The contents of the investment teaser may not be quoted or otherwise incorporated, summarised or referenced in any publica- tion or document or disclosed to any party, in whole or in part, for any purpose, without the prior written consent of ZMPG, other than to use the investment teaser in whole or in part and quote portions thereof as part of the transaction to sell a 100% stake in PGE. The term ‘use’ does not involve the publication of all or part of an investment teaser in any publication or document other than a document filed in connection with a transaction described in the preceding sentence.

Most of the figures in the investment teaser are presented with an accuracy of 1/10,000,000 PLN; therefore an attempt to repro- duce the financial indicators solely on the basis of the information contained therein may generate slightly different results. 30

CONTACT FOR INVESTORS

Port of Gdańsk Authority S.A. Zamknięta 18, 80-955 Gdańsk POLAND

[email protected] 30