CONCLUSION OF SHAREHOLDER AGREEMENT AND ANNOUNCEMENT OF INVITATION TO SUBSCRIBE FOR SALE OF POLENERGIA S.A. SHARES

The Management Board (‘Management Board’) of Polenergia S.A. (‘Company’) hereby announces that on 27th August 2018 the Company was notified that on 27th August 2018 the Company’s shareholder – Mansa Investments sp. z o.o. seated in Warsaw (‘Mansa Investments’) and Ms. Dominika Kulczyk concluded an agreement that meets the criteria referred to in Art. 87 (1)(5) of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to organized trading, and public companies (‘Act’) (‘Agreement’).

The Agreement concerns the joint acquisition of the Company’s shares from other Company’s shareholders, in particular in order to achieve the number of votes required by the Act to ultimately carry out a compulsory buy-out of the Company’s shares from minority shareholders, and then at the general meeting of the Company (‘General Meeting’) decide to abolish dematerialization of the Company’s shares and their withdrawal from trading on the regulated market.

Pursuant to the Agreement, the parties to the Agreement undertook to cooperate in terms of actions finally aimed at acquiring all shares of the Company held by entities other than the parties to the Agreement, including in particular: (i) an announcement of invitation to subscribe for the sale of the Company’s shares according to the relevant provisions of the Act and (ii) in the case of meeting the requirements provided for in the Act – a compulsory buy-out of the Company’s shares. After the parties to the Agreement acquire the Company’s shares representing 100% of votes at the General Meeting and the General Meeting adopts a resolution on the abolition of dematerialization of shares, the Company intends to apply to Komisja Nadzoru Finansowego (Polish Financial Supervision Authority) for permission to restore the Company’s shares in the form of a document, and following this application – to apply to GPW (Warsaw Stock Exchange) for withdrawal of the Company’s shares from trading on the regulated market operated by GPW.

Pursuant to the Agreement, the parties thereto agreed that over the period of the Agreement neither of them will acquire, sell or dispose of their Company’s shares without a consent of the other party to the Agreement.

The Agreement was concluded for a definite period until 31st December 2019 or until the day on which the shares of the Company will be withdrawn from trading on the regulated market operated by GPW, whichever is the earlier.

At the same time, the Management Board of the Company announces that on 27th August 2018 the parties to the Agreement announced an invitation to subscribe for the sale of the Company’s shares, pursuant to Art. 73 (2) and Art. 91 (6) of the Act (‘Invitation’).

The invitation was announced since: (i) Ms. Dominika Kulczyk exceeded 33% of the total number of votes in the Company as a result of an indirect acquisition of the Company’s shares referred to in Art. 73 (2) of the Act, and (ii) on 27th August 2018 the Agreement was concluded. The intermediary entity is Bank Zachodni WBK S.A. – Dom Maklerski BZ WBK. The full text of the Invitation is presented in the appendix hereto.