SIGNING A MEMORANDUM OF UNDERSTANDING ON POSSIBLE AMICABLE SETTLEMENT OF DISPUTES BY SUBSIDIARIES – AMON SP. Z O.O. AND TALIA SP. Z O.O. WITH POLSKA ENERGIA – PIERWSZY KOMPANIA HANDLOWA SP. Z O.O. AND TAURON POLSKA ENERGIA S.A.

The Management Board of the company Polenergia S.A. (the “Issuer“), with reference to stock exchange reports No. 14/2025 of 23 March 2015, No. 12/2018 of 1 May 2018, No. 24/2019 of 25 July 2019, No. 27/2019 of 21 August 2019, No. 4/2020 of 7 February 2020, No. 6/2020 of 6 March 2020, No. 21/2020 of 8 September 2020, No. 35/2020 of 29 December 2020, No. 48/2021 of 20 December 2021, No. 54/2021 of 29 December 2021, No. 10/2023 of 31 March 2023, No. 18/2023 of 16 May 2023, No. 65/2023 and No. 66/2023 of 28 December 2023, and No. 67/2024 of 23 December 2024, announces that on 2 April 2025, the Issuer’s subsidiaries, Amon sp. z o.o. (the “Amon“) and Talia sp. z o.o. (“Talia“) and TAURON Polska Energia S.A.(“Tauron“) and a subsidiary of Tauron – Polska Energia – Pierwsza Kompania Handlowa Sp. z o.o. (“PEPKH”) (Amon, Talia, Tauron and PEPKH collectively referred to as “Parties“) signed a memorandum of understanding regarding possible amicable termination of all litigation pending between the Parties (“MoU“). The execution of the MoU, in the Issuer’s opinion, makes amicable settlement of disputes between the Parties likely.

As stated in the MoU, the Parties defined the following conditions for the possible amicable discontinuation of pending litigation:

1. The parties are willing to terminate the Agreements for the Sale of Proprietary Rights arising from certificates of origin evidencing the generation of energy in a renewable energy source by Amon and Talia, respectively, entered into on 23 December 2009 between PEPKH and Amon and Talia (the execution of which was announced by the Issuer in reports No. 62/2009 and No. 63/2009 of 24 December 2009).
2. The parties are willing to amend the Agreements for the Sale of Electricity generated the wind farms of Amon and Talia, respectively, entered into  with PEPKH on 23 December 2009. (the execution of which was announced by the Issuer in reports No. 61/2009 and No. 64/2009 of 24 December 2009) in that: their performance will be resumed for a term  of 10 years from the date of the settlement, and the new price agreed by the Parties at which electricity will be purchased will not be subject to change throughout the term of performance of the agreements.
3. Amon and Talia express their willingness to withdraw their actions against PEPKH and waive their claims in the cases pending before the District Court in Gdańsk. PEPKH, on its part, is willing to pay Amon and Talia one-off compensation in the total amount of PLN 15 million. The amount agreed upon by the parties will be paid to an escrow account of the notary and will be released after all settlement documents are signed. PEPKH also expresses its willingness to withdraw the counterclaim against Amon brought before the District Court in Gdańsk  and the action against Talia brought before the District Court in Warsaw, in both cases together with the waiver of its claims in these cases, PEKPH also expresses its willingness to withdraw the cassation appeals in the cases pending before the Supreme Court.
4. Tauron is willing to enter into a settlement agreement with Amon and Talia on the date of signing the settlement documents, as a result of which, as the Parties have assumed, Amon and Talia shall withdraw their actions against Tauron and waive their claims brought before the District Court in Katowice, with Tauron assuming at the same time the rights and obligations of the Buyer under the Electricity Sales Agreements in lieu of PEPKH.
5. Tauron, PEPKH and Amon and Talia express their willingness to waive  all claims and rights against one another they have or could have on account of non-performance or improper performance of the  Sale Agreements of Proprietary Rights and the Electricity Sale Agreements by any of the Parties, as well as any claims for tort related to such non-performance or improper performance of such Agreements, such waiver being intended by the Parties to cover both claims already in litigation, as well as any potential further claims not covered by such litigation, and which would relate to the period of time closed until the conclusion of a future settlement intended by the Parties.

The parties signing the MoU expressed their willingness that, in the event of a settlement on terms as aforesaid, the Electricity Sale Agreements will cover the sale of the total volume of electricity from the Amon and Talia wind farms in the estimated amount of about 1.2 TWh over the 10-year time horizon of the performance under such agreements, while the value of the agreements over the 10-year time horizon of their performance, determined as the product of the volume of electricity sold and the rate specified in the agreements, is estimated to amount to ca. PLN 300 million for Amon and ca. PLN 200 million for Talia, respectively, throughout the entire term of the agreements.

The Issuer stipulates that the signing of the MoU is not tantamount to any settlement between the Parties, but rather confirms the Parties’ intentions to amicably end the pending litigation. In order to implement the above arrangements, corporate approvals of all Parties are required, as well as the signing of the relevant settlement documents the wording of which will now be agreed upon by the Parties. Should such settlement is reached between the Parties, the Issuer will announce it in a separate stock exchange report.

legal grounds: Article 17(1) and 17(4) of the Regulation (EU) No. 596/2014 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.

Issuer’s Management Board