Current reports
Current report no. 28/2026
Conclusion of a shareholders’ agreement relating to the implementation of the SMR project in Pątnów
Legal basis:
Art. 17 sec. 1 of the MAR – confidential information
Content of the report:
ZE PAK S.A. ("the Company") announces that on 13 October 2026, the Company, together with its sole proprietorship PAK Pątnów 2 sp. z o.o. ("PAK SMR"), signed a shareholders’ agreement with SGE S.A., with its registered office in Warsaw ("SGE"; together with the Company and PAK SMR: “the Parties”) a shareholders’ agreement concerning the implementation of a project for the construction and operation of small modular reactors in Pątnów (“the Agreement”).
Pursuant to the Agreement, the Parties intend to enter into a strategic partnership by establishing, between PAK SMR and SGE, a joint venture – a special purpose vehicle (“SPV”) – operating in the field of nuclear energy, specifically involved in the preparation and implementation of a project for the construction and operation of a nuclear power station based on BWRX-300 small modular reactor technology in Pątnów, on land currently owned by the Company (“SMR Project”).
The purpose of the Agreement is to set out the terms of cooperation between the Parties within the framework of the SMR Project, in particular the rights and obligations of the shareholders and the principles for the further development of the SMR Project, including actions aimed at establishing the SPV, the principles for financing the SPV’s activities, and the contribution of agreed capital to it.
The Company holds the title and perpetual usufruct rights to the land identified as a potential site for the construction and operation of small modular reactors in Pątnów, which will be transferred to the SPV.
SGE is collaborating with GE Vernova Hitachi Nuclear Energy Americas LLC (‘GVH’) and, in particular, holds the exclusive right to promote, offer and implement the BWRX-300 technology within the Pątnów area and within a 10-kilometre radius around it, as well as the right to use the Standard Design for the BWRX-300 technology, together with the right to grant sub-licences within the scope specified in detail in a separate agreement with GVH. These rights will be transferred to the SPV to the extent and on the terms set out in the Agreement.
The completion of the transaction relating to the establishment of the SPV and the undertaking of further actions provided for in the Agreement will be subject to obtaining the required approvals from the relevant competition authorities (“Antitrust Clearances”).
Once the required Antitrust Clearances have been obtained, SGE and PAK SMR will establish the SPV as a public limited company, in which SGE will hold a majority stake and PAK SMR a minority stake.
Under the Agreement, SGE will act as the managing partner of the joint investment in the form of the SPV, whilst PAK SMR will benefit from minority shareholder rights. Accordingly, the Agreement provides that SGE, as the managing partner, shall have the right to fill the majority of seats on the SPV’s governing bodies, whereas PAK SMR shall have the right to fill the remaining seats on the SPV’s governing bodies.
Once the Company’s operations in the area identified as the potential location for the SMR Project have ceased, the Company and PAK SMR will, at their own expense, carry out a comprehensive process of preparing the site for the new investment project. The site prepared for the new investment project will be partly transferred as a contribution in kind and partly sold to the SPV for a net price of PLN 300 million, which may be adjusted downwards by no more than PLN 50 million net, depending on the actual costs of preparing the site for the new investment project. The sale price of the property will be payable in instalments, starting from 2028 through to 2030 (when the land is scheduled to be transferred to the SPV).
Should the SPV achieve the agreed milestones within five years of the date of its incorporation, PAK SMR will be entitled to a put option to sell to SGE all shares held by PAK SMR in the SPV ("Put Option"). The parties have agreed on a price for the Put Option of EUR 100 million. Except in the event of a material breach of certain obligations of the Company or PAK SMR under the Agreement, SGE shall not be entitled to redeem PAK SMR’s shares in the SPV.
The Agreement also specifies the rules governing the Company’s and PAK SMR’s withdrawal from the project, as well as the right to repurchase from the SPV the land identified as a potential site for the SMR Project at the sale price (taking into account the time value of money) in the event of the failure or significant delay of the SMR Project.
In all other respects, the Agreement contains standard provisions concerning, in particular, the SPV’s corporate governance rules and the parties’ liability for breaches of obligations arising from the Agreement, which do not, in principle, differ from the provisions applicable to agreements of this type.
Signatures of persons representing the company:
Piotr Żak – President of the Management Board
Bartłomiej Drywa – Vice President of the Management Board
Maciej Koński – Vice-President of the Management Board