CONCLUSION OF AN ANNEX TO THE TRIPARTITE AGREEMENT BETWEEN POLENERGIA S.A., BIF IV EUROPE HOLDINGS LIMITED AND MANSA INVESTMENTS SP. Z O.O.

Acting pursuant to Article 90i section 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies, and with reference to Stock Exchange Report No. 8/2025 dated 27 February 2025, the Management Board of Polenergia S.A. (the “Issuer“) notifies that on 5 May 2025, the Issuer entered into the Annex (the “Annex“) to theTripartite Agreement dated 27 February 2025 (the “Tripartite Agreement“) with the Issuer’s major shareholders, i.e. BIF IV Europe Holdings Limited and Mansa Investments sp. Z o.o. (jointly the “Shareholders“), governing certain aspects of the financing of offshore wind farm projects implemented by the project companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. (“Project Companies“) (“Bałtyk Projects“).

The purpose of the Annex is to reflect in the Tripartite Agreement the amendments made to the Guarantee Facility Agreement (the “Guarantee Facility Agreement“), the execution of which was reported by the Issuer in Stock Exchange Report No. 7/2025 dated 18 February 2025, and the amendments to which were reported by the Issuer in Stock Exchange Report No. 25/2025 dated 6 May 2025.

The Annex provides for an amendment to the Tripartite Agreement consisting primarily in the fact that under the amended Guarantee Facility Agreement described under Scenario One in Stock Exchange Report No. 8/2025 dated 27 February 2025, the maximum aggregate amount of the guarantee facility provided is increased by EUR 33,000,000, i.e., to EUR 158,000,000, and an additional issuing bank (the “Adhering Issuing Bank“) joins the Guarantee Facility Agreement, which, like the other Issuing Banks, will be required to provide guarantees to the Project Companies to secure the payment of the Issuer’s financial contribution to the Project Companies (the “Financial Contribution“), on similar terms to the other Issuing Banks.

Analogous to the original Tripartite Agreement, in connection with the amended Guarantee Facility Agreement, the Shareholders agreed to provide Back-to-Back Guarantees to the acceding Issuing Bank until 6 May 2025, subject to the guarantee benefits specified in the Tripartite Agreement. Shareholders will be entitled to remuneration resulting from the transfer pricing analysis for the Back-to-Back Guarantee.

In other respects, the Tripartite Agreement remains essentially unchanged.

The conclusion of the Annex is justified by the interests of the Issuer and non-affiliated shareholders, including minority shareholders, as the purpose of the Annex is to update the Issuer’s recapitalization procedure in connection with the financing of the Bałtyk Projects.

legal basis: Article 17 section 1 of the Regulation (EU) No. 596/2014 dated 16 April 2014 concerning market abuse (regulation on market abuse) 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