ADOPTION OF A RESOLUTION OF THE MANAGEMENT BOARD TO INITIATE THE PROCESS OF GRANTING THE MANAGEMENT BOARD A NEW AUTHORISATION TO INCREASE THE COMPANY’S SHARE CAPITAL WITHIN THE LIMITS OF THE COMPANY’S TARGET CAPITAL

The Management Board of the company under the name Polenergia S.A. (Hereinafter: the “Issuer” or the ”Company”) announces that on 8 February 2024 it adopted a resolution (the “Resolution”) to initiate the process of granting the Management Board a new authorisation to increase the Company’s share capital within the limits of the Company’s target capital enabling the Management Board to carry out in future one or more issues of new shares in the Company in order to raise financing  for the Company’s strategic objectives including the further implementation of the Company’s investment and development plans of the Company, including the development and construction of wind farms (offshore and onshore) and photovoltaic farms, as well as the further development of projects in the areas of hydrogen technology, energy storage and electromobility (the “Strategic Objectives”) (the “New Target Capital”).

At the same time, due to the significant scale of the planned capital expenditure for the Strategic Objectives, the Management Board has initiated a review of the options for the implementation of the Strategic Targets in the area of electromobility, hydrogen strategy and new foreign projects and does not rule out making a decision in the future, depending on the results of the review, to abandon their further implementation or to change the manner or scope of their implementation, of which the Company will inform to the extent required by applicable law. The above Decision will not affect the Company’s intention to further implement the Strategic Objectives in other areas, as well as the Company’s plans to issue new shares in the Company within the limits of the New Target Capital, with the exception of a possible change in the allocation of the proceeds of the issue to other Strategic Objectives.

It is the intention of the Management Board to obtain a new authorisation to increase the share capital of the Company’s share capital within the limits of the New Target Capital for a period of three years, pursuant to which the Management Board will be authorised to increase the Company’s share capital by up to PLN 115,828,368 through the issue of up to 57,914,184 new shares in the Company (“New Shares”) and to waive the pre-emptive rights of existing shareholders of the Company in whole or in part with the consent of the Supervisory Board.

It is the intention of the Management Board that the provisions of the Articles of Association of the Company relating to the New Target Capital should provide, in the event of a decision to deprive the existing shareholders of the Company of their subscription rights to the New Shares, for the granting of a pre-emptive right enabling the shareholders holding shares in the Company  representing at least 0.2% of the Company’s share capital to maintain their percentage shareholding in the Company’s share capital.

To the best knowledge of the Management Board, as of the date of this report, the pre-emptive right would be granted to shareholders of the Company representing a total of approximately 98% of the Company’s share capital.

As at the date of this report, the Management Board:

• plans to raise total proceeds of up to approximately PLN 3.4 billion between 2024 and 2027, through the issue of New Shares carried out within the framework of the New Target Capital, although the final number of New Shares issued will depend on market conditions and the price sensitivity of demand for the Company’s shares and may therefore  be lower than the maximum number of New Shares that can be issued under the New Target Capital;
• has not decided on the parameters and timing of potential issues of New Shares under the New Target Capital, nor is it certain when such decisions will be made. Decisions on the timing and parameters of future issues of New Shares will be tailored to the Company’s actual capital requirements at the relevant time, taking into account the timetable for achieving the various Strategic Objectives. The Management Board also does not rule out the use of other temporary sources of funding during interim periods. The determination by the Management Board of the key parameters of any issue of New Shares will require the approval of the Supervisory Board.

The Management Board intends to convene an Extraordinary General Meeting of the Company, the agenda of which will include the adoption of a resolution to amend the Company’s Articles of Association to the extent necessary to grant the Management Board new authority to increase the Company’s share capital within the limits of the New Target Capital, with the final decision to grant such authority resting with the General Meeting. The use of the authorisation to increase the Company’s share capital within the limits of the New Target Capital (if such authorisation is granted) will be communicated separately by the Management Board in accordance with applicable laws.

Information on the convening of the Extraordinary General Meeting of the Company will be published in a separate current report.

Legal disclaimer:

This current report and the information contained herein is for informational purposes only and shall not be relied upon as a basis for a decision to invest in the shares of the Company and therefore does not constitute, nor should it be construed as, an offer, solicitation or invitation to sell or issue, or an offer, solicitation or invitation to underwrite, purchase or otherwise acquire securities of the Company or an inducement / recommendation to undertake investment activities. Nor is this current report and the information contained herein intended for publication, announcement or dissemination, directly or indirectly, in or into the United States of America or any other jurisdiction in which the public dissemination of the information contained in this material may be restricted or prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended ( in English, according to the US legal sources) and may not be offered or sold in the United States except in transactions not subject to the registration requirements of the U.S. Securities Act or pursuant to an exemption from such registration requirements.

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).