ADDENDUM TO THE INVESTMENT AGREEMENT AND SHAREHOLDERS‘ AGREEMENT BETWEEN MANSA INVESTMENTS SP. Z O.O. AND BIF IV EUROPE HOLDINGS LIMITED AND THE DECISION TO ACQUIRE SHARES IN THE TENDER OFFER TO SUBSCRIBE FOR THE SALE OF SHARES IN POLENERGIA

The Management Board of Polenergia S.A. (the “Company”) discloses that on 20 February 2021 the Company was informed that on the same day the Company’s majority shareholder – Mansa Investments sp. z o.o., with its registered seat in Warsaw (“Mansa”) and BIF IV Europe Holdings Limited, with its registered seat in London, United Kingdom, an Affiliate of Brookfield Renewable Partners L.P. (the “Investor”, and jointly with Mansa – the “Parties” or each of them the “Party”) executed an addendum (the “Addendum”) to the investment agreement of 3 November 2020, as amended (“Investment Agreement”) and the shareholders’ agreement made on the same day, as amended (“Shareholders’ Agreement”, and jointly with the Investment Agreement – the “Agreements”), about of which the Company informed in its current reports no. 27/2020 of 4 November 2020 as well as no. 5/2021 and no. 6/2021 of 5 February 2021.

In the Addendum, the Parties:

1.    confirmed the fulfillment of two conditions of the tender offer to subscribe for the sale of 100% of the Company’s shares announced on November 6, 2020, as amended with announcements on 8 December 2020, 17 December 2020, 20 January 2021 and 5 February 2021 by the Investor and Mansa acting in concert (the “Tender Offer”): (i) the issuance by the European Commission of an unconditional decision on declaring the intended concentration – comprising the direct or indirect acquisition by the Investor of the Company’s shares resulting in the acquisition of joint control over the Company by Mansa and the Investor as being compatible with the internal market, and (ii) the adoption by the Supervisory Board of the Company of a resolution on the appointment of a person indicated by the Investor to the Supervisory Board of the Company to individually perform specific supervisory tasks and confirmed waiver of the last condition for the Investor to acquire the Company’s shares in the Tender Offer – the Company’s adherence to the Shareholders’ Agreement and due to the fact that in the Tender Offer subscriptions for the sale of 10,370,213 shares in the Company have been placed the Investor decided to purchase them;

2.    undertook to negotiate in good faith amendments to the Agreements to reflect the provisions of the Addendum;

3.    decide to postpone the actions aimed at delisting of the Company’s shares from the Warsaw Stock Exchange;

4.    agreed that the Agreements shall provide for a mechanism of combined increases of the Company’s share capital for the purpose of effecting (i) an issuance of the New Shares and (ii) shares to be offered to the Investor in performance of its obligation to make equity injections to the Company in the total amount of up to EUR 150 million (“Tranche I”);

5.    agreed that increases in the Company’s share capital for the purpose of effecting the issuance of the New Shares and the Tranche I and additional funding of EUR 150 million (Tranche II) shall be effected through the issuance of shares with pre-emptive rights or otherwise in a manner that provides adequate anti-dilution protection to the Company’s other shareholders and at the same issue price as the Parties;

6.    agreed to cooperate in order to maintain remaining parameters of future issues of the Company’ shares agreed in the Agreements;

7.    in the event that an equity financing cannot be completed on the above terms, the Parties agreed to negotiate in good faith to determine alternative terms of funding the Company;

8.    agreed upon the settlement of the Tender Offer to exercise joint control of the Company by Mansa and the Investor; and to seek that in the future, the Supervisory Board of the Company would consist of 8 members, three members nominated by each Party through the exercise of personal rights, and two independent members either elected by the General Meeting or otherwise as agreed with the other shareholders of the Company; and

9.    undertook to convene and hold a General Meeting by the end of May 2021 to adopt resolutions to enable the issuance of the New Shares and shares under the Tranche I.
Legal basis: Art. 17(1) of Regulation of the European Parliament and Council (EU) No. 596/2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Journal of Laws of the European Union L of 2014, No. 173, p. 1 as amended).