REGISTRATION OF THE INCREASE OF SHARE CAPITAL AND AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION

The Management Board of the company under the name Polenergia S.A. (the “Company”) informs that on November 6, 2023, the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register (“Court”), registered the amendment to the Company’s Articles of Association made pursuant to Resolution No. 3 of the Extraordinary General Meeting of the Company of April 3, 2023 on increasing the Company’s share capital by issuing new ordinary shares on bearer with pre-emptive rights, public offering of new issue shares, setting September 14, 2023 as the pre-emptive rights date for new issue shares, dematerialization and applying for admission and introduction of pre-emptive rights, rights to shares and new issue shares to trading on a regulated market operated by the Warsaw Stock Exchange and changes to the Company’s Articles of Association, as well as authorizing the Supervisory Board to establish a uniform text of the Company’s Articles of Association (“Resolution of the General Meeting”).

The amendment to the Company’s Articles of Association registered by the Court concerns the increase in the Company’s share capital as a result of the issue and public offering of 10,416,667 series AB ordinary bearer shares of the Company carried out on the basis of the Resolution of the General Meeting.

After registration of the amendment to the Company’s Articles of Association by the Court, the Company’s share capital amounts to PLN 154,437,826.00 and is divided into 77,218,913 shares with a nominal value of PLN 2.00 each. The total number of votes in the Company to which all issued shares in the Company’s share capital entitle is 77,218,913.

In accordance with the above, Article 3 section 1 of the Company’s Articles of Association has been amended to be worded as follows:

“The share capital amounts to PLN 154,437,826 (one hundred fifty-four million four hundred thirty-seven thousand eight hundred twenty-six) and is divided into shares with a nominal value of PLN 2 (two zlotys) each, including 2,213,904 series A shares; 2,304,960 series B shares; 515,256 series C shares; 566,064 series D shares; 1,338,960 series E shares; 544,800 series F shares; 683,376 series G shares; 288,000 series H shares; 856,704 series I shares; 3,835,056 series J shares; 1,640,688 series K shares; 3,144,624 series L shares, 182,359 series M shares; 69,922 N series shares, 70,908 O series shares, 89,500 P series shares, 37,560 R series shares, 147,026 S series shares, 125,300 U series shares, 143,200 W series shares, 945,800 T series shares, 1,570,000 Y series shares, 24,129,580 Series Z shares, 21,358,699 series AA shares and 10,416,667 series AB shares.”

The Company encloses the consolidated text of the Company’s Articles of Association taking into account the above change.

Legal Disclaimer:

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

The Company’s Prospectus approved by the Polish Financial Supervision Authority on September 11, 2023, together with all published supplements and updates to the Prospectus, is the only legally binding document containing information about the Company and the public offering of series AB ordinary bearer shares of the Company. The prospectus was made available to the public on September 11, 2023 in electronic form on the Company’s website (https://www.polenergia.pl/dla-inwestorow/oferta-publiczna-akcji/oferta-publiczna-akcji-2023/) and, for informational purposes only, on the website of the investment company acting as an intermediary in the Offer (Santander Bank Polska S.A. – Santander Biuro Maklerskie).

This current report and the information contained herein are not intended for publication, announcement or dissemination, directly or indirectly, in or into 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 United States Securities Act of 1933, as amended, and may not be offered or sold in the United States of America except in transactions not subject to the registration requirements of the U.S. Securities Act, or pursuant to an exception to the registration requirements of the U.S. Securities Act.

Legal grounds: § 5 point 1 of the Regulation of the Minister of Finance of March 29, 2018 on current and periodic information submitted by issuers of securities and the conditions for recognizing as equivalent information required by the laws of a non-member state.