AMENDMENTS TO THE INVESTMENT AGREEMENT AND SHAREHOLDERS AGREEMENT BETWEEN MANSA INVESTMENTS AND BIF IV EUROPE HOLDINGS LIMITED; CHANGE OF PRICE IN THE TENDER OFFER FOR SHARES IN POLENERGIA S.A.

The Management Board of Polenergia S.A. (the “Company”) discloses that on 6 February the Company was informed that on the same day the Company’s majority shareholder – Mansa Investments sp. z o.o. with its seat in Warsaw (“Mansa Investments”) and BIF IV Europe Holdings Limited with its seat in London, United Kingdom, an Affiliate of Brookfield Renewable Partners L.P. (the “Investor”, and jointly with Mansa Investments – the “Parties”) executed annexes to the investment agreement of 3 November 2020 (“Investment Agreement” or “IA”) and the shareholders’ agreement made on the same day (“Shareholders’ Agreement” or “SHA”), the conclusion of which the Company announced in its current report no. 27/2020 of 4 November 2020.

The Parties resolved to amend two parameters of their cooperation following the delisting of the Company’s shares from the Warsaw Stock Exchange:

• the issue price per New Share, i.e. the shares to be offered to Mansa Investments in the amount equal to the aggregate outstanding amount of Mansa Investments’ receivables under shareholder loans provided to the project vehicles to finance development of the existing onshore wind farm projects (for description of the respective loans please refer to the Company’s current report no. 7/2020 POL dated 14 April 2020),  shall be equal to PLN 47.00 instead of PLN 25.10; and
• the issue price per share within the issues addressed to the Investor in performance of its obligation to make equity injections in the total amount of EUR 150 in the next two years immediately following the delisting of the Company’s shares from the Warsaw Stock Exchange, shall be equal to PLN 47.00 instead of PLN 43.00.

Additionally, the Company wants to pay attention to the Investor’s communicate made today on increase the price per one share of the Company in the Tender Offer announced on 6 November 2020, as amended with announcements on 8 December 2020, 17 December 2020 and 20 January 2021 from PLN 47.00 PLN to 63.00 PLN.

Other information disclosed in the Company’s current report no. 27/2020 of 4 November 2020 remains valid. All capitalized terms not defined herein have the meaning assigned to them in the Company’s current report no. 27/2020.

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).