ENTERING INTO PRELIMINARY SHARE SALE AGREEMENT IN RELATION TO POLENERGIA S.A.’S INTENTION TO PURCHASE ALL SHARES OF EDISON ENERGIA S.A.

The Management Board of Polenergia S.A. with its registered office in Warsaw, Poland (“Issuer”) hereby reports that on 4 November 2021, the Issuer signed a Preliminary Share Sale Agreement (“PSSA”) pursuant to which the shareholders of Edison Energia S.A. with its registered office in Warsaw, Poland (“Company”) became liable for entering into the Final Share Sale Agreement (“FSSA”) pertaining to the sale, to the Issuer by the current shareholders of the Company, of 100% of the Company’s shares.

Pursuant to the PSSA, the price of 100% of the Company’s shares was initially determined at PLN 76,500,000, yet the exact amount payable during the execution of the FSSA will be subject to specific adjustments related to the closing account procedures specified in the PSSA. The final price for the Company’s shares sold pursuant to the FSSA will not exceed the amount of PLN 86,000,000.

Entering into the FSSA depends on procuring the consent of the President of the Office of Competition and Consumer Protection and other conditions precedent listed in the PSSA. The FSSA will be signed within 10 business days from the day on which all the conditions precedent foreseen in the PSSA have been met or on another date agreed by the Parties.

Simultaneously, the Issuer’s Management Board hereby reports that acting pursuant to Art. 17(4) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) 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 (“MAR”), on 19 August 2021 it decided to delay public announcement of the confidential information pertaining to the signing of the initial terms of the transaction of purchase of the Company’s shares, amended on 8 September 2021 together with the annex of 15 October (“Term Sheet”). The Issuer’s decision was caused by the fact and immediate disclosure of the information about signing the Term Sheet could have violated the Issuer’s legitimate interests by the adverse impact on the possibility of processing the transaction of purchase of the Company’s shares and the possibility of misleading the public opinion via incorrect interpretation of the Issuer’s intention as part of the transaction of purchase of the Company’s shares that was carried out. Pursuant to Art. 17(4) third indent of the MAR, after the publication of this report, the Issuer will furnish the Polish Financial Supervision Authority with information about delays in publication of the confidential information along with indicating the premises for such delay.

Legal basis: Legal basis: Art. 17(1) and 17(4) 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).