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NOTIFICATION OF CHANGE IN OWNERSHIP

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NOTIFICATION OF CHANGE IN OWNERSHIP

28/06/2018 06:53

Current report 17/2018

The Management Board of Polenergia SA with its seat in Warsaw (“the Company”) fulfilling the obligation resulting from the Art. 70 point 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Dz.U.2018.512 i.e., dated 2018.03.12) hereby informs that on June 28, 2018 obtained from Mrs.

Dominika Kulczyk and Mr. Sebastian Kulczyk notice with the following content:

“In performance of the obligation resulting from Art. 69 (1)(1) of the act of of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (consolidated text Journal of Laws of 2018 No. 512) (the “Act”), Sebastian Kulczyk and Dominika Kulczyk hereby inform that, as a result of division of the estate left by Dr Jan Kulczyk, Dominika Kulczyk no longer holds shares in Polenergia S.A. (the “Company”). Further Sebastian Kulczyk and Dominika Kulczyk inform that as a result of division of the estate Sebastian Kulczyk currently holds indirectly 22,811,757 (say: twenty-two million eight hundred eleven thousand seven hundred fifty-seven) shares in the Company, constituting 50.2% (say: fifty and two tenth percent) of the Company’s share capital and authorising to exercise 22,811,757 (say: twenty-two million eight hundred eleven thousand seven hundred fifty-seven) votes on the Company’s shareholders meeting, constituting 50.2% (say: fifty and two tenth percent) of the total number of votes on the Company’s shareholders meeting.

On the basis of the will of Dr Jan Kulczyk Sebastian Kulczyk and Dominika Kulczyk inherited (as co-owners) inter alia 100% (say: one hundred percent) of shares in the company Luglio Limited (“Luglio”), a Cypriot law company, being the dominant entity of Kulczyk Investments S.A. („KI”), which holds indirectly via Mansa Investments sp. z o.o. 22,811,757 (say: twenty-two million eight hundred eleven thousand seven hundred fifty-seven) shares in the Company, constituting 50.2% (say: fifty and two tenth percent) of the Company’s share capital and authorising to exercise 22,811,757 (say: twenty-two million eight hundred eleven thousand seven hundred fifty-seven) votes on the Company’s shareholders meeting, constituting 50.2% (say: fifty and two tenth percent) of the total number of votes on the Company’s shareholders meeting. In compliance with Cypriot law Sebastian Kulczyk and Dominika Kulczyk were co-owners of 100% (say: one hundred percent) of shares in Luglio, while under Cypriot law each of them was considered to own all the shares subject to co-ownership.

In view of the above, as required under Art. 69 (4)(2) of the Act Sebastian Kulczyk and Dominika Kulczyk inform that prior to the division of the estate referred to herein, each Sebastian Kulczyk and Dominika Kulczyk held indirectly 22,811,757 (say: twenty-two million eight hundred eleven thousand seven hundred fifty-seven) shares in the Company, constituting 50.2% (say: fifty and two tenth percent) of the Company’s share capital and authorising to exercise 22,811,757 (say: twenty-two million eight hundred eleven thousand seven hundred fifty-seven) votes on the Company’s shareholders meeting, constituting 50.2% (say: fifty and two tenth percent) of the total number of votes on the Company’s shareholders meeting.

Further, Sebastian Kulczyk, as required by Cypriot, was the so called senior shareholder of Luglio having a casting vote in case of lack of agreement between the co-owners as to the manner of exercising voting rights attaching to the shares in Luglio. Consequently Sebastian Kulczyk (individually) – given the status and rights of a senior shareholder – was the dominant entity of the Company within the meaning of the Act.

As a consequence of termination of joint ownership based on an Instrument of Transfer signed on 26 June 2018 Sebastian Kulczyk became the sole owner of 100% (say: one hundred percent) of shares in Luglio, which prior to said date, were subject to co-ownership of Sebastian Kulczyk and Dominika Kulczyk. Consequently Sebastian Kulczyk continues to be the dominant entity of the Company within the meaning of the Act.

Given the above, as required under Art. 69 (4)(3) of the Act Sebastian Kulczyk and Dominika Kulczyk inform that as at the date hereof Sebiastian Kulczyk holds 22,811,757 (say: twenty-two million eight hundred eleven thousand seven hundred fifty-seven) shares in the Company, constituting 50.2% (say: fifty and two tenth percent) of the Company’s share capital and authorising to exercise 22,811,757 (say: twenty-two million eight hundred eleven thousand seven hundred fifty-seven) votes on the Company’s shareholders meeting, constituting 50.2% (say: fifty and two tenth percent) of the total number of votes on the Company’s shareholders meeting and Dominika Kulczyk does not hold (neither directly nor indirectly) any shares in the Company.

As required under Art. 69 (4)(5) of the Act Sebastian Kulczyk and Dominika Kulczyk inform that Sebastian Kulczyk holds the Company’s shares referred to herein indirectly, via Luglio, KI and Mansa Investments sp. z o.o. No other subsidiaries of Sebastian Kulczyk or Dominika Kulczyk hold shares in the Company.

As required under Art. 69 (4)(6) of the Act Sebastian Kulczyk and Dominika Kulczyk inform that no person referred to in Art. 87 (1)(3)(c) exists.

As required under Art. 69 (4)(7) of the Act Sebastian Kulczyk and Dominika Kulczyk inform that the number of votes calculated in line with Art. 69b (2) of the Act, to the acquisition of which Sebastian Kulczyk or Dominika Kulczyk would be entitled or obliged as holders of financial instruments referred to in Art. 69b (1)(2) of the Act, which are executed solely by way of pecuniary settlement is 0 (say: zero).

As required under Art. 69 (4)(8) of the Act Sebastian Kulczyk and Dominika Kulczyk inform that the number of votes calculated in line with Art. 69b (3) of the Act, to which the financial instruments referred to in Art. 69b (1)(2) of the Act would be connected is 0 (say: zero).”

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