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

Acting under Article 90i section 1 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies, the Management Board of Polenergia S.A. (the “Issuer”) hereby informs that on February 27, 2025, the Issuer concluded a Tripartite Agreement (the “Tripartite Agreement”) with the main shareholders of the Issuer, i.e. BIF IV Europe Holdings Limited and Mansa Investments sp. z o.o. (together the “Shareholders”), regulating certain aspects of financing 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 Tripartite Agreement is to establish a procedure for recapitalizing the Issuer in order to avoid the need to activate bank guarantees to be issued (in the agreed basic scenario) at the request of the Issuer to the Project Companies in connection with the financing of the Bałtyk Projects.

The Tripartite Agreement provides for the following scenarios for the Issuer to obtain security (including in the form of bank guarantees) in connection with the financing of the Bałtyk Projects, i.e.:

1. the first scenario (agreed by the parties as the basic one), according to which the Issuer will enter into a guarantee line agreement (the “Guarantee Line Agreement”) with financial institutions selected by the Issuer (the “Granting Banks”), under which a guarantee line of up to a total amount of EUR 125,000,000 will be made available to the Issuer and guarantees will be provided to the Project Companies in order to secure the payment of the Issuer’s financial contribution to the Project Companies (the “Financial Contribution”) in the event that the Financial Contribution from the Issuer becomes due, subject to the Shareholders granting to the Granting Banks one or more appropriate corporate guarantees securing the claims of the Granting Banks against the Issuer in the event of the activation of the guarantees granted under the Guarantee Line Agreement, i.e. the so-called back-to-back guarantees (“Back-to-Back Guarantees”). The Shareholders have undertaken to provide the Banks Granting the Back-to-Back Guarantees by the end of February 2025, under penalty of guarantee benefits specified in the Tripartite Agreement. For providing the Back-to-Back Guarantees, the Shareholders will be entitled to remuneration resulting from the analysis of transfer prices;
2. the second scenario, which will apply if the implementation of the first scenario proves insufficient to properly ensure the coverage of the Financial Contribution, the Shareholders (or certain entities related to the Shareholders) may grant or order the granting of appropriate guarantees in favour of the relevant Project Company by the relevant Shareholder or entity related to the Shareholder.

The Tripartite Agreement provides for the release (indemnification clause) by the Issuer of a given Shareholder from the obligation to provide all amounts due from such Shareholder to a given Granting Bank, arising in connection with the use of any guarantee issued under the Guarantee Facility Agreement or similar agreements concluded at the request of the Shareholders, ensuring the provision of guarantee lines to the Issuer for the purposes of securing the payment of the Financial Contribution (including in the event of the activation of the Back-to-Back Guarantee) (“Recourse”). Under the terms and conditions set out in the Tripartite Agreement, the Recourse will be converted into loans in an amount equal to the Recourse due to each Shareholder, which will be subordinated to (i) the receivables of bondholders under green bonds issued by the Issuer, referred to in stock exchange report no. 37/2024 published by the Issuer on July 11, 2024; (ii) the receivables of Bank Gospodarstwa Krajowego against the Issuer under a loan in the amount of PLN 750,000,000 granted under the loan agreement of December 18, 2024; and (iii) receivables under the revolving credit agreement and the Guarantee Facility Agreement, which will be concluded after the conclusion of the Tripartite Agreement. Under the terms and conditions set out in the Tripartite Agreement, the loans referred to in the preceding sentence may be converted into shares in the Issuer’s share capital (applying a similar 10% discount as for the recapitalization referred to below).

The Tripartite Agreement provides (in order to prevent the above-mentioned guarantees from being activated), among other things, for the Shareholders to have the right (but not the obligation) to recapitalise the Issuer in the event that it is unable to cover the Financial Contribution from its own funds, including external financing. The first scenario for recapitalizing the Issuer would be for the Shareholders to take up newly issued shares in the Issuer in proportion to the number of shares in the Issuer’s share capital held by the Shareholders. The issue price for shares issued under the first recapitalization scenario would be equal to the fair market value determined in accordance with the provisions of the Tripartite Agreement reduced by 10%. The above actions, if initiated, may require a change in the provisions of the Articles of Association concerning the authorization of the Management Board to increase the share capital within the limits of the authorized capital, the proposal, adoption and subsequent registration of which in the Articles of Association of the Company were reported by the Issuer in stock exchange reports No. 4/2024 of February 8, 2024, No. 17/2024 of March 13, 2024 and 19/2024 of March 21, 2024. In the event that the above scenario of the Issuer’s recapitalization does not lead to the Issuer being provided with sufficient funds to cover the Financial Contribution necessary for the implementation of the Bałtyk Projects, the Issuer may notify the Shareholders of the need to provide additional financing. In such a case, each Shareholder individually has the right (but not the obligation) to grant the Issuer loans with the option of conversion, after meeting certain conditions, into the Issuer’s shares. The issue price for shares issued in connection with the conversion of such possible loans granted by the Shareholder would be equal to the fair market value determined in accordance with the provisions of the Tripartite Agreement reduced by 10%.

The Tripartite Agreement provides for the right of each Shareholder to exercise the rights and obligations of this agreement (step-in right) in a situation where the other Shareholder violates its provisions.

The conclusion of the Tripartite Agreement was considered by the Issuer’s Management Board to be significant due to the value exceeding 5% of the Issuer’s total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the Issuer’s last approved financial statement.

The conclusion of the Tripartite Agreement is justified by the interests of the Issuer and shareholders who are not related parties, including minority shareholders, because the purpose of the Tripartite Agreement is to establish a procedure for recapitalizing the Issuer in connection with the financing of the Bałtyk Projects.

legal basis: art. 17 sec. 1 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) 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