RECEIPT OF A LAWSUIT (PROCEDURE LETTER) BY A SUBSIDIARY OF POLENERGIA S.A. CONCERNING, INCLUDING, NAXXAR WIND FARM FOUR SRL AND PROJECT COMPANIES IMPLEMENTING A WIND FARM PROJECT IN ROMANIA

The Management Board of the company under the name Polenergia S.A. (the “Issuer”) informs that on May 27, 2024, the Issuer’s subsidiary – Naxxar Wind Farm Four SRL with its registered office in Bucharest (the “Company”) received a procedural letter (lawsuit), which was filed by WIP International GmbH (the “Plaintiff”) before the 2nd District Court in Bucharest, Romania (“Claim”).

On December 7, 2023, the Issuer acquired 60% of shares in the Company, which the Issuer informed about in current reports No. 40/2023 of October 5, 2023 and No. 59/2023 of December 7, 2023. The Company currently holds 20% shares in each of the 7 project companies implementing a wind farm project in Romania in the Tulcea district (“Project Companies”).

The Company was sued by the Plaintiff among other defendants, including: (i) Naxxar Renewable Energy Management Holding SRL based in Bucharest (“NREMH”) – which sold 60% of the shares in the Company to the Issuer and which holds the remaining 40% of the Company’s shares, (ii ) Project Companies, and (iii) Naxxar Renewable Energy SRL (“NRE”) – the former owner (before NREMH) of shares in the Company.

In the Claim, the Plaintiff requested that the Court recognize the following documents and legal actions as invalid or ineffective against the Plaintiff (actio pauliana):

(i) Annex No. 1 of December 15, 2022 to the framework cooperation agreement (joint-venture agreement) signed on March 27, 2021 between the Company, NRE and other shareholders of the Project Companies (“Local Partners”) regarding consent to the transfer of shares in the Project Companies from NRE to the Company (“Annex to the Framework Agreement”). Pursuant to the framework cooperation agreement, as amended, NRE was granted a call option to purchase the remaining shares in the Project Companies from the Local Shareholders. Pursuant to the Annex to the Framework Agreement, the said right to purchase option was transferred from NRE to the Company;

(ii) Transfer of the stake of shares held by NRE in each of the Project Companies to the Company, which took place on December 15, 2022;

(iii) Changes in the share capital and among holders of shares in the Company, i.e.:

a) decision of March 17, 2023 taken by NRE as the sole shareholder of the Company to increase the Company’s share capital by creating new shares, which were acquired by NREMH; as a result, NREMH held 99.01% of all shares in the Company; and

b) transfer of the remaining 0.99% of the Company’s shares from NRE to NREMH.

The preliminary analysis of the Claim shows that the Claim is related to an earlier lawsuit brought to the Court by the Plaintiff against NRE, several natural persons and other companies, in which none of the companies currently controlled by the Issuer is a defendant. The Issuer informs that it is analyzing the filed lawsuit, and after reviewing it, it will present its position on this matter in the form of a separate stock exchange report.

legal basis: art. 17 section 1 of the 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. of 2014, No. 173, page 1, as amended)