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ADOPTION OF RESOLUTION OF THE MANAGEMENT BOARD ON INITIATION OF THE PROCESS OF INCREASE OF THE COMPANY’S SHARE CAPITAL

22/02/2023 20:00

The Management Board of the company operating under the business name of Polenergia S.A. (“Company”) hereby reports that on 22 February 2023, it adopted a resolution (“Resolution”) on initiation of the process of increase of the Company’s share capital via issue of the shares of the Company, from which the Company is planning to earn proceeds in the amount of PLN 500 million to 750 million (“Issue”). The final value of the expected proceeds from the Issue and the number of the Company’s new shares related to it that will be issued as part of the Issue will be specified by the Management Board in the prospectus or in an announcement published after the date of its approval, observing the Company’s actual demand for capital.

Given the above, the Management Board intends to convene the Extraordinary General Shareholders’ Meeting with the agenda including adoption of a resolution pertaining to the Issue. The final decision on the Issue and increase in the Company’s share capital will be made by the General Shareholders’ Meeting.

The Management Board intends to address the Issue to the Company’s shareholders based on the pre-emptive right and to carry out the Issue by means of a public offering via a prospectus within the meaning of the Regulation (EU) of the European Parliament and of the Council 2017/1129 of 14 June 2017.

The information about convening the Extraordinary General Shareholders’ Meeting will be published in a separate current report of the Company.

The purpose of the Issue, as of the date of adoption of the Resolution, is to source funds for the financing of investment projects and development plans of the Company, including with respect to wind farms (on- and off-shore), photovoltaic farms and projects in the area of carbon technology, energy storage and electro-mobility, the performance of which forms a part of the 2020-2024 Strategy of Polenergia Group published by the Company in May 2020. The ultimate purpose of the Issue will be confirmed and outlined in the Company’s prospectus, which will be prepared in relation to the Issue.

For the purpose of the Issue, the Company engaged Santander Bank Polska S.A. as the Sole Global Coordinator, Sole Bookrunner and the Investment Company intermediating in the Issue and DLA Piper Giziński Kycia Sp. K. as the legal adviser for the Company.

Legal Disclaimer

This current report and the information contained herein is informative only and does not form a basis for making decisions on investing in the Company’s shares and thus it does not form and should not be interpreted as an offering, solicitation or invitation to sale or issue or an offering, solicitation or invitation to guarantee, buy or acquire the Company’s securities in another way or encouragement/ recommendation to commence investment activities. This current report and the information contained herein is not intended for publication, announcement or distribution, directly or indirectly, in the territory or to the United States of America or in other states where public distribution of information contained in this material may be subject to restrictions or prohibited by the law. The securities referred to herein have not and will not be registered pursuant to the US Securities Act of 1993 and cannot be offered or sold in the territory of the United States with the exception of transactions not subject to the registration obligation foreseen in the US Securities Act or as an exception from such registration obligation.

Legal basis: Art. 17(1) of Regulation of the European Parliament and Council (EU) No. 596/2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Journal of Laws of the European Union L of 2014, No. 173, p. 1 as amended).

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