SUBMISSION BY A SHAREHOLDER OF A DRAFT RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING

The Management Board of the company under the name Polenergia S.A. with its registered office in Warsaw (the “Issuer” or the “Company”), with reference to current report No. 6/2024 of February 8, 2024 regarding the convening of the Extraordinary General Meeting for March 13, 2024 (hereinafter referred to as the “EGM”), informs that on March 11, 2024, the Company received from the Company’s shareholder – Allianz Polska Otwarty Fundusz Emerytalny with its registered office in Warsaw (“Shareholder”), representing over one twentieth of the Company’s share capital, submitting a draft resolution to item 5 of the agenda regarding the adoption of a resolution regarding the repeal of the current authorization of the Management Board to increase the share capital within the limits of the authorized capital, granting the Management Board a new authorization to increase the share capital within the limits of the authorized capital, along with the possibility for the Management Board to deprive the Company’s existing shareholders of the pre-emptive right in whole or in part with the consent of the Supervisory Board and amending the Articles of Association the Company in relation to the authorized capital of the Company.

The notification of the draft resolution received from the Shareholder constitutes an attachment to this report.

Below is a description of the proposed changes to the draft resolution presented by the Shareholder:

In the proposal for resolution No. 3/2024 of the Extraordinary General Meeting of Polenergia SA convened on March 13, 2024, published on February 8, 2024 in paragraph 1 point 1a in point 4.6:

“The New Shares may be, at the decision of the Management Board, ordinary registered or bearer shares, and registered shares may only be offered to the Company’s shareholders who have given their consent.”

Replace the dot with a comma and then add the following:

and to the remaining shareholders of the Company, the Management Board will offer only ordinary bearer shares in accordance with the provisions of generally applicable law (in the case of issuing New Shares while retaining the pre-emptive rights of existing shareholders) or in a number not less than specified in accordance with Article 4.9.8 of the Company’s Articles of Association (in the event of a decision by Management Board’s decision to deprive existing shareholders of the pre-emptive rights to New Shares).

giving it its final wording:

The New Shares may be, according to the Management Board’s decision, ordinary registered or bearer shares, however, registered shares may only be offered to the Company’s shareholders who have given their consent, and the Management Board will only offer ordinary bearer shares to the remaining Company shareholders in accordance with the provisions of generally applicable law. (in case of issuing New Shares while retaining the subscription rights of existing shareholders) or in a number not less than that specified in accordance with Article 4.9.8 of the Company’s Articles of Association (if the Management Board decides to deprive existing shareholders of the subscription rights to New Shares).

legal basis: § 19 section 1 point 4) 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 (Journal of Laws of 2018, item 757, as amended)