CONCLUSION OF AN AGREEMENT ON ASSIGNMENT OF RECEIVABLES AND TAKEOVER OF DEBT FROM A CO-FUNDING AGREEMENT BY A SUBSIDIARY OF THE ISSUER

With reference to current report No. 27/2023 of June 27, 2023 on concluding a co-financing agreement (“Co-financing Agreement”) with the National Fund for Environmental Protection and Water Management (“NFOŚiGW”) for the project called “Construction by Polenergia ENS sp. z o.o.public hydrogen refueling stations in Rzeszów and Nowa Sarzyna (“Project”), the Management Board of the company under the name Polenergia S.A. (the “Issuer”) informs that on April 8, 2024, the Issuer’s subsidiary – Polenergia Elektrociepłownia Nowa Sarzyna sp. z o.o. (“ENS”), together with the Issuer’s subsidiary – Polenergia H2HUB Nowa Sarzyna sp. z o. o. (“H2HUB Nowa Sarzyna” or the “Beneficiary”), concluded an annex to the Co-financing Agreement (“Annex”) with the National Fund for Environmental Protection and Water Management. Pursuant to the Annex, ENS and the National Fund for Environmental Protection and Water Management agreed that H2HUB Nowa Sarzyna would assume all rights and obligations of ENS arising from the Co-financing Agreement. H2HUB Nowa Sarzyna’s accession to the rights and obligations of ENS has an exempting effect on ENS, i.e. from the moment of concluding the annex, ENS is not a party to the rights and obligations arising from the Co-financing Agreement.

The total amount of funding for the Project in the form of a grant has not changed and is PLN 20,000,000 (“Grant”), which constitutes approximately 43% of the eligible costs of the project. According to the Annex, the hydrogen refueling stations along with the accompanying infrastructure should be put into operation in the second half of 2025, and the Co-financing Agreement provides for the possibility of introducing changes to the schedule.

Pursuant to the Co-financing Agreement and the Annex, the Beneficiary’s entitlement to pay out funds from the Grant depends on meeting the conditions commonly used for special purpose vehicles in contracts concluded with the National Fund for Environmental Protection and Water Management. The Issuer reserves that meeting the conditions for the payment of funds from the Grant required by the Co-financing Agreement may require obtaining appropriate corporate consents.

legal basis: art. 17 section 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 (Journal of Laws EU L. 2014, No. 173, page 1, as amended)