OPINION ON THE LAWSUIT (PLEADING) RECEIVED BY THE SUBSIDIARY CONCERNING, INTER ALIA NAXXAR WIND FARM FOUR SRL AND THE PROJECT COMPANIES IMPLEMENTING THE WIND FARM PROJECT IN ROMANIA

With reference to current report No. 29/2024 dated 27 May 2024, in connection with the filing of a lawsuit by Naxxar Wind Farm Four SRL, based in Bucharest (the “Company“), a subsidiary of Polenergia S.A. (the “Issuer“), a response to the pleading (the “Lawsuit“) filed by WIP International GmbH (the “Claimant“) before the Second Bucharest District Court, after an in-depth analysis of the legal situation arising from the filed Lawsuit, the Issuer’s Management presents the following information.

The Lawsuit is related to an earlier action filed in court by the Claimant against Naxxar Renewable Energy SRL (“NRE“) (the former owner of shares in the Company), several individuals and other companies, in which none of the companies currently controlled by the Issuer is a defendant (the “Original Claim“). The Issuer estimates that in the event of an appeal by any of the parties against the judgement of the court of first instance, which has not yet taken place at this point, the proceedings in the Original Claim may take approximately three to four years. Only after the proceedings in the Original Claim have become final in favour of the Claimant and, importantly, the claim in question has been unsuccessfully enforced against NRE, the Claimant’s Lawsuit (actio pauliana) against, inter alia, the Company may be resolved.

Furthermore, in the Issuer’s opinion, the Lawsuit is unfounded and the recognition of the documents and legal actions leading to the transaction of the Issuer’s acquisition of shares in the Company and the acquisition by the Company of shares in 7 project companies implementing the wind farm project in Romania in Tulcea County (which the Issuer informed about in current reports No. 40/2023 of 5 October 2023 and No. 59/2023 of 7 December 2023) as invalid or ineffective against the Claimant (actio pauliana) has no legal basis. Notwithstanding the above, in the Issuer’s opinion, the hypothetical claims presented in the Lawsuit are time-barred.

Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council on market abuse 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 (OJ EU. L. 2014 No. 173, p. 1 as amended).