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21/05/2015 20:07

Current report 21/2015

Announcement of selling price and number of shares in share sale transaction.

The Management Board of Polenergia S.A. (‘Company’) hereby announces that today they have become aware of issuing by Mansa Investments Sp. z o.o. (‘Mansa Investments’) of an announcement of establishment of the selling price and the number of shares in the sale of up to 15.4% of the Company’s shares through accelerated book-building, which reads as follows:

“On 20th May 2015 Mansa Investments Sp. z o.o., a company 100% indirectly controlled by Kulczyk Investments S.A. (‘Kulczyk Investments’), announced the selling price and the number of shares in the sale of up to 15.4% of shares of Polenergia S.A. (‘Company’ or ‘Polenergia’) through accelerated book-building. The final number of shares being sold was set at 7 000 000 (15.4%) and the selling price was set at PLN 27.00 per share.

The transaction met with large interest from Polish and foreign institutional investors, who expressed demand for the quantity of shares exceeding the number of shares offered. The transaction was aimed at increasing the Company’s freefloat, which should raise attractiveness of the Company to investors, as well as at diversifying the Company’s shareholders by offering the prevailing number of shares to new investors, who had not been shareholders of the Company yet, including foreign investors, who accounted for a significant part of the demand.

The expected gross revenues from the transaction to the benefit of Mansa Investments amount to PLN 189 000 000 (approximately EUR 46 544 845).
After the transaction Kulczyk Investments remains indirectly the majority shareholder of Polenergia.

‘We decided to dispose of a part of Polenergia’s shares in order to increase the Company’s freefloat and free its value growth potential, to the benefit of all its sharegholders. The transaction was a success and the offer met with great interest of a new group of shareholders. As Kulczyk Investments, we believe in the continued development and strategy of the Company, and we remain the majority shareholder of Polenergia, which is a strategic asset of our Group,’ said Sebastian Kulczyk, President of the Management Board at Kulczyk Investments.

Société Générale acted as a global coordinator, and together with Bank Zachodni WBK S.A. and Dom Maklerski PKO Banku Polskiego they acted as joint bookrunners in the process of accelerated book-building.”

Legal disclaimer

This material constitutes fulfillment of disclosure obligations to which the Company is subject as a public company with shares listed on a regulated market in Poland and is not an offer for sale of securities in the United States of America or any other jurisdiction. Securities may not be offered or sold in the United States except they get registered or pursuant to an exemption from registration obligation under the US Securities Act of 1933, as amended (‘Securities Act’). Mansa Investments does not intend to register any portion of private placement in the United States and does not intend to conduct public offering of securities in the United States.

The securities referred to herein may be offered merely in accordance with the provisions of Regulation S under the Securities Act.

The material set forth herein is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, and, in particular, is not for release, publication or distribution in or into the United States of America, Australia, Canada or Japan.

Publication of this information does not constitute making information available to promote the purchase or acquisition of securities or an inducement of their purchase or acquisition within the meaning of Article 53 section 1 of the Polish Act of 29th July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, as amended (‘Public Offering Act’), and does not constitute a promotional campaign within the meaning of Article 53 of the Public Offering Act.

This report and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this announcement or any subsequent offer should inform themselves about and observe any such restrictions and must not under any circumstances forward this announcement to any other person. Failure to comply with such restrictions may violate securities laws of any such jurisdiction.

This announcement is only addressed to and directed at persons in member states of the European Economic Area who are ‘qualified investors’ within the meaning of Article 2 section 1e of the Prospectus Directive. In addition, in the United Kingdom this announcement is being distributed to and is directed only at qualified investors who (i) are investment professionals falling within Article 19(5) of the British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (‘Financial Promotion Order’), (ii) persons falling within any of the categories of persons described in Article 49 of the Financial Promotion Order, and (iii) any other persons to whom it may otherwise lawfully be made (all such persons together being referred to as ‘relevant persons’). Any investments or investment activity to which these materials relate are available only to relevant persons in the United Kingdom and qualified investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.

Any investment decision to buy shares must be made solely on the basis of publicly available information. Such information is not the responsibility of Société Générale, BZ WBK and Dom Maklerski PKO Banku Polskiego and has not been independently verified by Société Générale, BZ WBK and Dom Maklerski PKO Banku Polskiego.

Société Générale, BZ WBK and Dom Maklerski PKO Banku Polskiego are acting for Mansa Investments and no one else in connection with the offering and will not be responsible to anyone other than Mansa Investments for providing advice or protections afforded to clients in relation to any transaction or any matters referred to in this announcement.

Each of Société Générale, BZ WBK and Dom Maklerski PKO Banku Polskiego may participate in the offering as institutional investors.

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