INFORMATION ON THE CONCLUSION BY POLENERGIA S.A. OF A CONDITIONAL AGREEMENT FOR THE PURCHASE OF 60% OF SHARES IN NAXXAR WIND FARM FOUR SRL, DEVELOPING A WIND FARM PROJECT IN ROMANIA, AND FOR GRANTING A LOAN BY THE ISSUER

The Management Board of the company under its business name Polenergia S.A. (the “Issuer“), hereby informs that on October 5, 2023, the Issuer concluded a conditional agreement for the purchase of 60% of shares (the “Shares“) in Naxxar Wind Farm Four Srl with its registered office in Bucharest (the “Company“), from Naxxar Renewable Energy Management Holding Srl with its registered office in Bucharest (the “Seller” and the “Agreement“). The Company holds shares (approximately 7%) in seven special purpose vehicles developing a wind farm project in Romania in the Tulcea district with a scheduled capacity of up to 685.6 MW, with technical conditions for grid connection (the “Project“). Due to the ongoing development (preparatory) phase of the Project and the resulting need to obtain further arrangements and permits, the final achievable capacity of the Project may decrease.

The main condition precedent to the Agreement is for the Issuer to obtain a Foreign Direct Investment (FDI) permit. The deadline for meeting the foregoing conditions was agreed to be on December 31, 2023. The remuneration for the Shares amounts to EUR 3,476,574.81 (with possible adjustment for the net debt mechanism).

Upon conclusion of the Agreement, the Issuer granted the Company a loan in the amount of EUR 1,050,000.00 in order to provide the Company with funding to take up new shares in special purpose vehicles and therefore obtain approximately 14% of shares in each of them. The loan was secured by a pledge on all shares held by the Seller in the Company.

Once the conditions precedent are met, the Issuer, upon the purchase of the Shares, will provide the Company with further funding (in the form of a loan or by increasing the share capital), i.e.: (i) EUR 1,500,000.00 in order to provide the Company with funds to take up new shares in special purpose vehicles and thus facilitate the acquisition of 20% of shares in each of them; (ii) EUR 723,533.19 to repay the Seller’s loans granted to the Company; and (iii) up to EUR 3,776,466.81 to provide financing to the Company to further develop the Project; the amount provided under such funding may be increased.

The Agreement provides for the Issuer’s right to acquire the remaining 40% of shares in the Company from July 1, 2024 to December 31, 2024 (call option). If the Issuer fails to exercise this right, the Agreement stipulates that the Seller will be able to sell the remaining 40% of shares in the Company to the Issuer in the period from January 1, 2025 to June 30, 2025 (put option). The remuneration for the remaining shares in the Company will depend on the achievement of certain milestones by the Project, and, depending on the final power of the Project (and its structure), the maximum price for 100% of the shares in the Company may amount to EUR 36,383,327.20 (i.e., EUR 53,067.86 / MW of the final power of the Project, which may be up to 685.6 MW).

The Framework Shareholders’ Agreement concluded at the special purpose vehicles level (the Company being a party thereto) stipulates that once the Project reaches a specific milestone, and this condition is reserved for the Company, the Company will have the right to purchase the remaining 80% of the shares in the special purpose vehicles and thus become their only shareholder. Accordingly, the maximum price for the purchase of 80% of shares in seven special purpose vehicles may be up to EUR 37,679,147.20 (i.e., EUR 54,957.92 / MW of the final capacity of the Project, which may amount to up to 685.6 MW).

To secure the Issuer’s payments to the Seller provided for in the Agreement in respect of the acquired Shares and other shares in the Company, the Issuer will establish a pledge for the benefit of the Seller on all shares held by the Issuer in the Company.

The agreement provides for, among others, a contractual penalty to the Issuer in the event that the Seller (or its affiliates) develops activities competitive to the Project.

The remaining terms of the Agreement do not differ from the market standards applied in these types of transactions.

legal basis: art. 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 (O J L. of 2014 No. 173, p. 1 as amended)