The Management Board’s statement regarding the tender offer for the sale of Polenergia S.A. shares

The Management Board’s statement regarding the tender offer for the sale of Polenergia S.A. shares 

The Management Board of Polenergia S.A. with its registered office in Warsaw (the “Company“) hereby provides attached the statement of the Management Board of the Company dated 23 July 2026 prepared pursuant to Article 80 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (the “Act“), concerning the tender offer for the sale of all remaining shares of the Company announced on 10 July 2026 pursuant to Article 72a(1) of the Act by: (i) BIF IV Europe Holdings Limited with its registered office in London, Great Britain and (ii) Mansa Investments sp. z o.o. with its registered office in Warsaw (the “Tender Offer“). 

Prior to preparing the statement, the Management Board of the Company asked KPMG Advisory sp. z o.o. sp.k. with its registered office in Warsaw and Deloitte Advisory sp. z o.o. sp.k. with its registered office in Warsaw (jointly referred to as: the “Advisors“) to prepare two independent opinions referred to in Article 80(3) of the Act regarding the assessment of whether the price proposed in the Tender Offer corresponds to the fair value of the Company (the “Opinions“). 

The statement of the Management Board of the Company regarding the Tender Offer and the Opinions are attached to this report. 

Legal basis: Article 80 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies. 

Adam Purwin – President of the Management Board 

Andrzej Filip Wojciechowski – First Vice-President of the Management Board 

Piotr Tomasz Sujecki – Second Vice-President of the Management Board 

Attachments: 

– Statement of the Management Board; 

– Fairness Opinion of KPMG Advisory sp. z o.o. sp.k.;

– Fairness Opinion of Deloitte Advisory sp. z o.o. sp.k.