ACQUISITION OF THE REMAINING 40% SHARES IN NAXXAR WIND FARM FOUR SRL, DEVELOPING A WIND FARM PROJECT IN ROMANIA, AND CREDITORS’ WAIVERMENT OF CLAIMS RELATED TO, AMONG OTHERS, THE ACTION AGAINST NAXXAR WIND FARM FOUR SRL AND THE PROJECT COMPANIES

The Management Board of the company under the name of Polenergia S.A. (“Issuer”), with reference to current reports No. 40/2023 dated October 5, 2023 and No. 59/2023 dated December 7, 2023, hereby announces that on September 27, 2024, the Issuer exercised the call option granted under the agreement to acquire 60% of shares in Naxxar Wind Farm Four Srl with its registered office in Bucharest (“Company”) concluded on October 5, 2023 with Naxxar Renewable Energy Management Holding Srl with its registered office in Bucharest (“Seller” and “Agreement”), as a result of which the Issuer acquired the remaining 40% of shares in the Company from the Seller (“Remaining Shares”) (“Call Option”). As a result, the Issuer became the sole shareholder of the Company. Currently, the Company holds 20% of the shares in each of the 7 special purpose vehicles implementing the wind farm project in Romania in the Tulcea district (“Project Companies”).

The consideration for the Remaining Shares amounted to EUR 2,800,072.00 and was paid on September 27, 2024.

In addition, the Issuer informs that on September 27, 2024, among others, the Seller and WIP International GmbH (“Plaintiff”) concluded a settlement agreement on the settlement and termination, by way of mutual concessions, of all Claims of the Plaintiff, including Claims that are the subject of or related to the Plaintiff’s lawsuit, about which the Issuer informed in Current Reports No. 29/2024 dated May 27, 2024 and 32/2024 dated June 24, 2024 (“Claims”), directed, among others, to: against: (i) the Company, (ii) the Seller, (iii) the Project Companies and (iv) Naxxar Wind Energy Project Zenon Srl – the former (before the Seller) owner of shares in the Company ( “Settlement Agreement”).

Under the concluded Settlement Agreement, the Plaintiff has completely waived its Claims against, among others, the Issuer, the Company, the Seller, the Project Companies, their affiliates, subsidiaries, shareholders, representatives, employees, and any other third parties. As a result, the Claims have been released, and the legal proceedings pending before the Romanian court have become unfounded and the Issuer expects them to be discontinued.

Legal basis: Art. 17 paragraph 1 of the 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 (Journal of Laws of 2014, No. 173, p. 1, as amended).