The Management Board of the company under the name Polenergia S.A. (the “Company”), in connection with the request of 11 September 2025 for answers to questions from a shareholder pursuant to Article 428 § 6 of the Commercial Companies Code (the “Request”), submitted by FORUM 123 FIZ with its registered office in Krakow (the “Forum”), represented by FORUM TFI S.A. with its registered office in Krakow, hereby submits its position in the attachment.
The Management Board indicates that Forum is an entity registered in August 2025, which, on 8 September 2025, acquired a small block of shares in the Company, i.e. 25,951 shares corresponding to 0.0336% of the total shares and votes in the Company. Three days later, i.e., on 11 September 2025, Forum issued the Request to the Company. Exceptionally extensive scope and speculative nature questions contained in the Request raises doubts as to Forum’s actual intentions and suggests that the acquisition of the Company’s shares by Forum is not strictly investment-related and is the implementation of a preconceived goal and a previously developed strategy aimed at challenging the corporate governance of the Company and the rights of the Company’s two largest long-term shareholders – Mansa Investments sp. z o.o. and BIF IV Europe Holdings Limited.
The Forum’s actions can be perceived not as the exercise of a shareholder’s statutory right to information, but as an attempt to put pressure on the Company, create uncertainty in the Company’s relations with investors, destabilize the Company’s position on the capital market, and ultimately cause damage to the Company’s assets or lead to manipulation of the Company’s share price.
Regardless of the unfounded insinuations and allegations contained in the Request and in order to maintain full transparency towards investors, the Management Board has prepared appropriate answers to the questions covered by the Request, which are attached to this current report.
The Company firmly declares that it will not tolerate actions that harm its interests and the interests of its shareholders. The Company’s Management Board has already taken decisive steps to protect the interests of the Company and all its shareholders by providing relevant information to the competent public authorities, including the Polish Financial Supervision Authority, and relevant services, indicating potential violations of the law by Forum.
The Company’s Management Board emphasizes that any actions that constitute illegal market practices will be met with a firm and immediate response from the Company, which will use all available and legal means to relentlessly eliminate such harmful activities.
legal basis: § 20(1)(12) of the Regulation of the Minister of Finance of 6 June 2025 on current and periodic information provided by issuers of securities and conditions for recognizing information required by the laws of a non-member state as equivalent in connection with Article 428 § 6 of the Commercial Companies Code and in connection with principle 1.7 of the Best Practice for GPW Listed Companies.
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