AMENDMENTS TO THE RULES ON VARIABLE REMUNERATION OF MEMBERS OF THE MANAGEMENT BOARD OF POLENERGIA SPÓŁKA AKCYJNA

The Management Board of the company Polenergia S.A. (“Issuer“) announces that on 19 December 2025, the Issuer’s Supervisory Board adopted resolutions to approve amendments to the Bonus System Regulations for the Management Board of Polenergia Spółka Akcyjna concerning the rules of the new long-term incentive plan (“LTIP “) and to grant individual members of the Issuer’s Management Board (i.e., (i) the President of the Management Board (CEO), (ii) the First Vice-President of the Management Board (CDO), and (iii) the Second Vice-President of the Management Board (CFO)) entitlements to a multi-year bonus under the first tranche of the LTIP. The abovementioned resolutions shall enter into force on the date and subject to the adoption by the Issuer’s General Meeting of Shareholders of a resolution on the amendments to the Remuneration Policy for Members of the Management Board and the Supervisory Board of Polenergia S.A. (“Remuneration Policy“), in the wording of said policy substantially consistent with that approved by Supervisory Board Resolution No. 83/2025 of 19 December 2025, and attached to the announcement by the Issuer’s Management Board dated 19 December 2025 concerning the convening of the Extraordinary General Meeting.

Under the LTIP, the Supervisory Board may grant members of the Issuer’s Management Board the right to receive a long-term bonus in the form of cash payments (“Long-Term Bonuses“) for individual LTIP tranche periods of up to four years that may become payable provided that the commercial business objectives of the Polenergia Group specified by the Supervisory Board for the relevant LTIP tranche are achieved and that the recipients remain employed by the Issuer during the applicable LTIP tranche period. The LTIP also provides for the possibility of being granted a Long-Term Bonus should a change of control of the Issuer occur; in such event, the conditions of the Long-Term Bonus will be indirectly or directly linked to the long-term increase in the Issuer’s share value.

The first tranche of the LTIP (“First Tranche of the LTIP“) covers the period since March 2024 until February 2028 and is linked to the members of the Issuer’s Management Board remaining in the Issuer’s employment during that period and contingent upon the fulfillment of commercial objectives related to the Polenergia Group’s investments commenced in the Bałtyk 2 and Bałtyk 3 offshore wind power projects, new investments in onshore renewable energy projects, and the implementation of other strategic options that will generate additional value for shareholders (“Business Objectives“). The Business Objectives are aligned with the Polenergia Group Strategy 2030 disclosed in the Issuer’s current report No. 15/2025 dated 25 March 2025.

In the event of certain events resulting in a change of control over the Issuer during the abovementioned period of the First Tranche of the LTIP, the entitlement of members of the Management Board to receive the Long-Term Bonus has been made conditional upon remaining employed by the Issuer on the date of the change of control and upon achieving objectives indirectly linked to the increase in the value of the Issuer’s shares in the period since 25 February 2021 until the date of the change of control. If the Long-Term Bonus is received in connection with the achievement of an objective related to a change of control, the entitlement of the Management Board members to receive the Long-Term Bonus linked to the achievement of the Business Objectives for the period March 2024 – February 2028 shall expire.

In the event that the Business Objectives are achieved at the assumed level and all members of the Management Board remain employed until the end of February 2028, the total gross cost of the First LTIP Tranche will amount to(*) PLN 55,188,790. If the events occur resulting in a change of control over the Issuer, the objectives related to an increase in the value of the Issuer’s shares to the assumed level are achieved, and all members of the Management Board remain employed on the date of the change of control, the total gross cost of the First Tranche of the LTIP will amount to(*) PLN 82,783,185. The maximum gross cost of the First Tranche of the LTIP, in the event that any of the above bonus objectives are achieved at a level substantially exceeding the assumed level, shall in no event exceed(*) PLN 165,566,370. (*) – For the portion of the amounts of Multi‑year Bonuses denominated in EUR, their equivalents in PLN at the average NBP exchange rate as at the date of this report were adopted for illustrative purposes.

The Supervisory Board of the Issuer justifies its pursuit to adopt the LTIP with the need to establish a transparent and effective system of variable remuneration that constitutes a strong incentive for the Management Board’s engagement in implementing the Polenergia Group’s long-term business objectives and for laying the foundations for the sustainable enhancement of the Issuer’s value by more closely linking the Management Board’s remuneration to success in this regard.

Legal basis: Article 17(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 as amended.

Issuer’s Management Board