DETERMINATION OF THE FINAL NUMBER OF NEW SHARES TO BE OFFERED BY THE COMPANY, THEIR ISSUE PRICE AND THE NUMBER OF INDIVIDUAL PRE-EMPTION RIGHTS ENTITLE TO ACQUIRING ONE NEW SHARE

The Management Board of the company under the name of Polenergia S.A. (the “Company”) informs that due to the completion of the process of analyzing the possible parameters of the issue and the public offering of ordinary bearer shares of series AB (“New Shares”), referred to in Resolution No. 3/2023 of the Extraordinary General Meeting of the Company of 3 April 2023 on (among others) increasing the share capital of the Company by issuing New Shares (“Issue Resolution”), taking into account the Company’s actual capital needs of PLN 750 million (the upper limit of the range of proceeds expected by the Company from the offer of the New Shares communicated on February 22, 2023 in the Company’s current report No 6/2023) and the interest of the Company (maximizing the proceeds from the offering while ensuring the success of the issue), after consulting the Company’s majority shareholders, the Management Board of the Company adopted a resolution on August 24, 2023 on determining the final number of the New Shares offered by the Company, their issue price and the number of individual pre-emptive rights entitling to take up one New Share (“Resolution”):

1. The Management Board of the Company sets the issue price of 1 (one) New Share at PLN 72 (seventy-two PLN);
2. The Management Board of the Company determines the final number of New Shares offered at 10,416,667 (ten million four hundred and sixteen thousand six hundred and sixty-seven) New Shares, therefore the final amount by which the Company’s share capital is to be increased has been set at 20,833,334 PLN (twenty million eight hundred and thirty three thousand three hundred and thirty four PLN); and
3. in connection with the determination of the issue price and the final number of the New Shares offered, 1 (one) Pre-emptive Right will entitle to take up 0.15593288585 New Shares, and thus 6.41301541078 Pre-emptive Rights will entitle to take up 1 (one) New Share.

The agreement on the issue price and the final number of the New Shares offered by the Company was approved by the Supervisory Board in accordance with § 3 sec. 4 of the Issue Resolution.

Legal disclaimer:

This current report and the information contained therein are for information purposes only and may not be used as a basis for making a decision to invest in the Company’s shares, and thus do not constitute and should not be construed as an offer, solicitation or invitation to sell or issue, or an offer, an attempt to solicit or an invitation to underwrite, buy or otherwise acquire the Company’s securities, or any encouragement/recommendation to undertake investment activities.

The public offering of the New Shares will be carried out on the basis of a prospectus, subject to its approval by the Polish Financial Supervision Authority and its publication in accordance with applicable law on the Company’s website (https://www.polenergia.pl/) and, for information only, on the website of the investment company acting as an intermediary in the public offering.

This current report and the information contained therein are also not intended for publication, or distribution, directly or indirectly, in or to the United States of America or any other country where public dissemination of the information contained herein 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, and may not be offered or sold in the United States of America except for transactions not subject to the registration requirements of the U.S. Securities Act or pursuant to an exemption from such registration requirements.

legal basis: art. 17 sec. 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 of the EU. L. of 2014, No. 173, p. 1, as amended).