Information on the execution of Amendment No. 4 to the investment agreement between Mansa Investments sp. z o.o. and BIF IV Europe Holdings Limited concerning the Company – planned announcement of a tender offer for the shares of the Company

The Management Board of Polenergia S.A. (the “Company“) hereby informs that on 15 June 2026 the Company was notified that Mansa Investments sp. z o.o. with its registered office in Warsaw (“Mansa”) and BIF IV Europe Holdings Limited with its registered office in London (“BIF“, and together with Mansa – the “Parties“; the Parties, acting jointly in the Tender Offer as the “Bidder“) executed on 15 June 2026 Amendment No. 4 (the “Amendment“) to the investment agreement dated 3 November 2020 concerning the Company, as amended (the “Investment Agreement“).

According to the information provided to the Company, the Amendment governs the further implementation of the Parties’ joint strategy with respect to the Company. The principal element of this strategy is the announcement by the Parties of a voluntary tender offer for the sale of shares in the Company (the “Tender Offer“). Following the completion of the Tender Offer, the Parties intend, subject to reaching the relevant statutory thresholds, to carry out a squeeze-out of the Company’s shares and to effect the delisting of the Company’s shares from trading on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.). The Amendment constitutes a continuation of the existing agreement between the Parties concerning the Company within the meaning of Art. 87(1)(5) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (the “Public Offering Act“).

Pursuant to the Amendment:

1. The Tender Offer is to be announced jointly by the Parties, acting together as the bidder, on the basis of Art. 72a(1) of the Public Offering Act.
2. The notification of intent to announce the Tender Offer, within the meaning of Art. 77a(1) of the Public Offering Act, will be submitted to the Polish Financial Supervision Authority on 16 June 2026.
3. The Tender Offer is to cover 17,077,229 shares in the Company, i.e. all shares not held by Mansa and BIF, representing approximately 22.12% of the Company’s share capital and carrying 17,077,229 votes at the general meeting of the Company, which constitutes approximately 22.12% of the total number of votes in the Company.
4. The price per one share in the Company offered in the Tender Offer will amount to PLN 59.10.
5. The shares in the Company subscribed for in the Tender Offer are to be acquired by Mansa and BIF in agreed proportions, pursuant to which BIF is to acquire 61.05% of the shares covered by the Tender Offer, and Mansa is to acquire 38.95% of the shares covered by the Tender Offer.
6. The Tender Offer will be conditional. The condition will be the execution by the Parties and the Company of an accession agreement, pursuant to which the Company will become a party to the shareholders’ agreement concerning the Company, already entered into between the Parties (the execution of which was reported by the Company in current report No. 27/2020 dated 4 November 2020) (the “Shareholders’ Agreement“). The Parties made the execution of the accession agreement contingent upon the total number of shares in the Company subscribed for in the Tender Offer, together with the shares held by the Parties, reaching a number representing at least 95% of the total number of votes in the Company. If this threshold is not reached, the Parties may jointly waive the fulfilment of this condition on the terms set out in the Amendment and the Tender Offer document.

Additionally, pursuant to the Amendment, if as a result of the Tender Offer the total number of shares in the Company held by the Parties represents at least the threshold entitling to carry out a squeeze-out within the meaning of the Public Offering Act, the Parties are to carry out a squeeze-out of the Company’s shares in accordance with the provisions of the Amendment and the Public Offering Act.

Legal basis: Art. 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 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.

Adam Purwin – President of the Management Board
Piotr Sujecki  – Member of the Management Board