EXECUTION OF A PRELIMINARY CONDITIONAL AGREEMENT FOR THE SALE OF SHARES IN POLENERGIA NOWA SARZYNA SP. Z O.O. AND DISCLOSURE OF POSTPONED CONFIDENTIAL INFORMATION

The Management Board of Polenergia S.A. (“Issuer“, “Company“), acting pursuant to Article 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 (OJ L 173, 2014, p. 1, as amended) (“MAR“), hereby informs that on 17 December 2025 the Issuer entered into a preliminary conditional agreement for the sale of 100% of the shares in Polenergia Elektrociepłownia Nowa Sarzyna sp. z o.o. (“ENS“) (“Shares“) with Axpo Polska sp. z o.o. (“Axpo“)(“Preliminary Agreement“).

The Preliminary Agreement provides for the execution of a final agreement that would transfer the ownership title to the Shares held by the Company to Axpo. The execution of the final agreement transferring the title to the Shares is conditional upon the fulfillment of a condition precedent requiring Axpo to obtain the approval of the anti-monopoly authority for the acquisition of the Shares. The fulfillment of the abovementioned condition precedent should occur no later than four months from the date of execution of the Preliminary Agreement, i.e., by 17 April 2025 (the longstop date). If the condition precedent is not fulfilled within that period, either party may withdraw from the Preliminary Agreement.

The total base price for the Shares is ca. PLN 144.5 million, with adjustments resulting from the additional remuneration (earnout) related to the results of the Capacity Market Auction for delivery year 2030 and the distribution of dividends as at the transfer of ownership title of the Shares referred to in the Preliminary Agreement.

The execution of the Preliminary Agreement is an element of the implementation of Polenergia Group’s Strategy for 2025–2030 (“Strategy“) and of the ongoing process of reviewing strategic options, which includes considerations by the Issuer of withdrawing from certain areas of its business activity. The adoption of the Strategy was disclosed by the Issuer in current report No. 15/2025 dated 25 March 2025, and the review of strategic options was disclosed in current reports No. 4/2024 dated 8 February 2024, and No. 41/2024 dated 14 August 2024. In the event that the final agreement to sell the ENS Shares is entered into, the Issuer shall cease its operational activities in the gas and clean fuels segment, thereby bringing the review of strategic options in that area to an end.

The Issuer also announces that on 1 December 2025, pursuant to Article 17(1) and (4) of the MAR, it postponed the public disclosure of confidential information concerning the acceptance on 1 December 2025 by the Issuer’s Management Board of the terms of Axpo’s offer to acquire 100% of the shares in ENS (“Offer“) (“Confidential Information“).

The Issuer believed at the time the decision to postpone the disclosure of Confidential Information was made, it satisfied all the conditions set forth in MAR. The delay in disclosing Confidential Information was justified by the need to protect the Issuer’s legitimate interest, i.e. the Issuer was in the process of negotiations concerning the transaction documentation covered by the Offer, and immediate disclosure of the Confidential Information could have adversely affected both the outcome of those negotiations and the Issuer’s plans to withdraw from certain areas of its business operations in connection with the ongoing review of strategic options. The Issuer concluded that there were no grounds to believe that the delay in disclosing Confidential Information could in any way mislead the public, and that the confidentiality of such Confidential Information was ensured through the implementation of internal procedures for the transmission and protection of information.

legal basis: Article 17(1) and 17(4) 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 as amended.

Issuer’s Management Board