Polenergia S.A. Group
CONSOLIDATED QUARTERLY REPORT FOR THE FIRST QUARTER OF 2026Adam Mariusz 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
Warsaw, 21 May 2026
In case of discrepancies between language versions, the Polish version shall prevail.
Contents
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INTRODUCTION TO THE CONSOLIDATED QUARTERLY REPORT 4
- Consolidated income statement for a 3-month period ended on 31 March 2026 5
- Detailed commentary regarding financial performance for the 3-month period ended on 31 March 2026 and other significant information on the Group's standing 6
- Organizational structure of the Group 22
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INTERIM CONDENSED FINANCIAL STATEMENTS FOR A 3-MONTH PERIOD ENDED ON 31 MARCH 2026 24
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Information on the rules applied in preparation of the interim condensed consolidated financial statements 30
- The rules underlying the interim condensed consolidated financial statements 30
- Rules applied in preparation of the financial statements 30
- Functional and reporting currency 30
- Seasonality and cyclical nature of operations 31
- Adjusted EBITDA and Adjusted Net Profit 31
- Operating segments 32
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Other notes 38
- Sales revenue 38
- Cost according to type 38
- Other operating revenues 39
- Other operating expenses 39
- Financial income 39
- Financial expenses 40
- Cash flows 40
- Goodwill 40
- Fair value of futures and forward contracts 40
- Trade creditors and other receivables 43
- Effective tax rate 44
- Changes in provisions 44
- Interest bearing bank loans and borrowings 44
- Information on the issue, redemption and repayment of debentures and equity securities ……………………………………………………………………………………………………………...44
- Information on dividend distributed (or declared) in total and per share, broken down into ordinary and preferred shares 45
- Information regarding changes of contingent liabilities or contingent assets that have occurred since the end of the last financial year 45
- Information on loan or credit sureties or guarantees issued by the Company or the Company's subsidiary to a single entity or its subsidiaries, if the total value of existing sureties and guarantees is material 46
- Identification of proceedings before a court, an arbitration tribunal or public administration body with respect to liabilities or receivables of the issuer or an Issuer's subsidiary 46
- Other information that, in the Issuer's opinion, are important in the evaluation of its personnel, property and financial situation, as well as in the assessment of its financial performance and changes thereof and information that is important for the assessment of the Issuer's ability to perform its obligations 48
- Identification of factors that, in the opinion of the Issuer, will impact its results in the perspective of at least the following quarter 48
- Risks associated with the liquidity 48
- Information on material transactions with related parties 49
- Events occurred after the date the condensed quarterly financial statements were prepared and not included herein, which may significantly affect the Issuer's future financial results 49
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Information on the rules applied in preparation of the interim condensed consolidated financial statements 30
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OTHER INFORMATION TO THE CONSOLIDATED QUARTERLY REPORT 50
- Discussion of key financial and economic data contained in the quarterly financial statements, in particular factors and events, including non-recurring ones, with a material effect on the Issuer's operations and profits earned or losses incurred in the financial year, as well as discussion of development prospects for the Issuer's activity at least during the next financial year 51
- Concise outline of significant achievements or failures of the Issuer in the reporting period including a list of related major events 52
- Management Board's position on the feasibility of meeting the previously published forecasts for a given year in light of the results presented in the quarterly report 52
- Description of factors and events, in particular those of a non-typical nature, which have a significant impact on the achieved financial results 52
- Shareholders holding, directly or indirectly through subsidiaries, 5% or more of total number of voting rights at the Issuer's General Meeting as at the date of presentation of the quarterly report, including information on the number of shares held by those shareholders, their ownership interests, the resulting number of votes at the General Meeting and their share in total voting rights at the General Meeting, and any changes in the ownership structure of major holdings of Issuer's shares after the issue of the previous quarterly report 52
- Identification of effects of changes in the entity's structure, including changes resulting from mergers, acquisitions or disposals of the capital group entities, long-term investments, splits, restructuring or discontinuation of operations 53
- QUARTERLY FINANCIAL INFORMATION OF POLENERGIA S.A 55
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INTRODUCTION TO THE CONSOLIDATED QUARTERLY REPORT
-
Consolidated income statement for a 3-month period ended on 31 March 2026
Within the 3-month period ended on 31 March 2026, the results of Polenergia Group (the "Group") in terms of the EBITDA and the adjusted net profit amounted to PLN 126.0 million and PLN 14.8 million, respectively, which means a YOY drop of the result by PLN 35.9 million and PLN 45.7 million, respectively.
Polenergia Group Income Statement (PLN m) 3M 2026 3M 2025 Difference YOY Difference YOY [%]Sales revenues, including:
924,9
1 187,5
( 262,6)
-22%
trading and sales segment
678,0
935,1
( 257,1)
other
246,9
252,4
( 5,5)
Cost of goods sold, including:
( 785,4)
(1 014,1)
228,8
-23%
trading and sales segment
( 632,5)
( 880,9)
248,4
other
( 152,9)
( 133,2)
( 19,7)
Gross profit on sales
139,5
173,4
( 33,9)
-20%
Selling expenses and general overheads
( 59,9)
( 62,1)
2,2
Other operating revenue/expense
3,9
6,5
( 2,6)
Auction price settlement
( 2,2)
( 0,5)
( 1,7)
A Operating profit (EBIT)
81,4
117,4
( 36,0)
-31%
Depreciation/Amortization
44,6
44,5
0,1
EBITDA
126,0
161,9
( 35,9)
-22%
B Profit on loss of control over subsidiaries
29,5
_
29,5
Adjusted EBITDA 155,4
161,9
( 6,5)
-4%
C
Financial income
29,6
18,4
11,2
D
Financial costs
( 62,2)
( 72,4)
10,2
E
Profit/Loss on assets consolidated by the equity method
15,8
( 7,8)
23,6
A+B+C+D+E
Gross profit (loss)
94,1
55,6
38,5
69%
Income tax
( 33,6)
( 12,3)
( 21,3)
173%
Net profit (loss)
60,4
43,2
17,2
40%
Normalizing adjustments:
Purchase price allocation (PPA)
0,1
0,1
_
Foreign exchange differences
( 6,9)
8,7
( 15,6)
Loan valuation using the amortized cost method
0,9
0,8
0,1
Profit on loss of control over subsidiaries
( 23,9)
_
( 23,9)
Profit/Loss on assets consolidated by the equity method
( 15,8)
7,8
( 23,6)
Adjusted net profit (loss)*
14,8
60,5
( 45,7)
-75%
EBITDA
126,0
161,9
( 35,9)
-22%
EBITDA Margin
13,6%
13,6%
0,0%
EBITDA (excl. trading segment)
103,7
140,7
( 506,1)
-83%
EBITDA margin (excl. trading segment)
42,0%
55,7%
-9,8%
*) Adjusted for non-monetary one-off rev enue (cost) recognized in a giv en financial y ear
The sales revenues of Polenergia Group in the first quarter of 2026 were lower by PLN 262.6 million, mainly due to lower revenues in the trading and sales segment (by PLN 257.1 million) The sales revenues in other segments was lower by PLN 5.5 million, mainly due to lower revenues in the onshore wind farm segment (by PLN 26.8 million), partly offset by higher revenues in the gas and clean fuels segment (by PLN 14.8 million), the PV segment (by PLN 2.3 million), the distribution segment (by PLN 2.3 million), and unallocated (by PLN 1.9 million).
The EBITDA for said period amounted to PLN 126.0 million and was lower by PLN 35.9 million year on year, mainly due to a lower result of the onshore wind power segment (by PLN 31.1 million) which is primarily a consequence of lower electricity prices obtained, and lower generation caused by poorer windiness compared to the preceding year. Lower EBITDA compared to the preceding year's result was
also recorded in the segments of distribution (by PLN 2.8 million) mainly due to lower margin on energy sales and unallocated (by PLN 6.7 million) due to higher wage costs resulting from the adjustment of staffing levels to the scale of the Group's operations and external services related to the implementation and preparation of strategic projects. These effects were partly offset by a PLN 1.1 million increase in EBITDA in the trading and sales segment compared to the result recorded in the corresponding period of the preceding year, as well as in the PV segment (by PLN 0.2 million) and in the gas and clean fuels segment (by PLN 3.3 million).
In the three months of 2026, the adjusted net profit amounted to PLN 14.8 million, which means a slump by PLN 45.7 million compared to the performance in the corresponding period of the preceding year. The decline in adjusted net income was primarily due to the factors affecting EBITDA as described above, as well as higher capital gains tax resulting from the sale of Elektrociepłownia Nowa Sarzyna sp. z o.o.
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Detailed commentary regarding financial performance for the 3-month period ended on 31 March 2026 and other significant information on the Group's standing.
Results of Polenergia Group (PLNm)
Onshore Wind Power
Photovoltaics Gas and Clean
Fuel
Trading Distribution Unallocated TOTAL
EBITDA 3M 2026
106,0
3,3
5,0
22,3
10,5
(21,2)
126,0
EBITDA 3M 2025
137,1
3,1
1,7
21,2
13,3
(14,5)
161,9
Difference:
(31,1)
0,2
3,3
1,1
(2,8)
(6,7)
(35,9)
In the first quarter of 2026, the onshore wind farm segment (493 MW) yielded the EBITDA result which was lower by PLN 31.1 million year on year. The drop in the results in the segment during the first quarter of 2026 compared to the first quarter of 2025 was caused by lower electricity prices obtained and lower production volume due to poorer windiness than the preceding year. The lower EBITDA was also attributable to lower sales prices of green certificates achieved by the farms compared to the preceding year, as well as higher operating costs than in the same period of the preceding year, mainly due to higher technical maintenance costs.
The gas and clean fuels segment recorded an increase of PLN 3.3 million compared to the result for corresponding period of the preceding year, due to a higher gross margin resulting from a higher margin on electricity (optimization under the SLA) and a higher margin on the capacity market (additional revenue from the secondary market) and lower outage costs. The result only takes into account one month of 2026, due to the sale of the company at the end of January.
The trading and sales segment, in the first quarter of 2026 experienced an increase of the EBITDA result by PLN 1.1 million relative to the corresponding period of the preceding year. This growth was driven by: i) improved performance on servicing Elektrociepłownia Nowa Sarzyna sp. z. o.o - a greater degree of optimization of the unit's operation in favorable market conditions, (ii) improved performance on trading and business service, as well as proprietary trading - including trading activities in natural gas that capitalized on high volatility in Q1 2026, resulting from low temperatures and the conflict in the Middle East; iii) lower operating costs associated with the restructuring and cost optimization of operations resulting from the merger of Polenergia Obrót S.A. and Polenergia Sprzedaż sp. z o.o. The growth in the first quarter of 2026 was partly offset by: i) lower result on other activities in the prosumer energy sector, (ii) lower result on the sale of electricity to end customers-mainly due to the abandoning of the B2C sales segment, (iii) lower result on trading in certificates from the Company's own wind farms, primarily due to a drop in market prices for green certificates, iv) lower result on trading in electricity from RES assets due to the lower volume of generation.
The EBITDA result of the distribution segment for the 3 months of 2026 was lower by PLN 2.8 million relative to the corresponding period of the preceding year. The decrease in the result is mainly a consequence of a lower margin on energy sales in the first quarter of 2026, which is due to a lower
electricity sales price and higher operating expenses related to the upscaling of operations. The lower result was partly offset by a higher distribution margin attributable to the continuation, for the better part of the first quarter of 2026, of the tariff introduced at the end of 2024.
The EBITDA of the photovoltaic segment (149 MWp) in the first quarter of 2026 was higher compared to the first quarter of 2025 (growth by PLN 0.2 million) due to higher electricity generation. The positive volume effect was partly offset by higher operating expenses associated with the increased installed capacity resulting from the commissioning of the Szprotawa I and Szprotawa II farms in Q3 2025.
The result in the Unallocated segment in the period since January until March 2026 was lower by PLN
6.7 million relative to the corresponding period of 2025. The change in EBITDA for 2026 is mainly driven by higher payroll costs resulting from the adjustment of headcount to the scale of the Group's operations, as well as external services related to the implementation and preparation of strategic projects.
The result on financing activities in Q1 2026 was higher than one in the corresponding period of the preceding year by PLN 21.4 million, mainly due to the result on foreign exchange differences (increase by PLN 27.0 million) partly offset by higher interest expenses on bank loans, bonds and KPO loans (increase by PLN 4.3 million) and the result on guarantee and surety transactions (an increase in costs of PLN 1.7 million).
The higher income tax rate in 2026 is the result of a gain on the sale of Elektrociepłownia Nowa Sarzyna sp. z o.o., which necessitated the recognition and payment of capital gains tax.
The impact of the wars in Ukraine and in Iran and the energy market conditions on the Company's businessIn view of the continued armed conflict in Ukraine, risk factors that may potentially impact the business and financial performance of Polenergia Group have been being monitored and identified on an ongoing basis.
The ongoing war in Ukraine brought no battlefield results until the end of Q1 2026. The impact of the conflict on energy commodity quotations in Europe is no longer so significant as in the initial months, given the achieved diversification of natural gas supplies in the form of LNG supplies. Despite the termination of gas transmission through Ukraine at the end of 2024 and the transit of gas supplies to Ukraine from the European transmission systems, prices have not changed significantly, as the market had already anticipated such solutions. Currently, it is the conflict in the Middle East between the U.S. and Iran that is having the greatest impact on natural gas prices. The war that broke out on 28 February 2026, led to the blockade of the Strait of Hormuz through which a significant portion of the world's oil and natural gas production passes. The conflict has led to sharp rises in oil and natural gas prices, although this increase has only been passed on to a limited extent to electricity prices in Poland in forward contracts for the coming years; this is due, amongst other things, to the structure of Poland's generation mix, which remains largely based on domestic coal. Nevertheless, it should be noted that this is yet another conflict directly affecting the supply of energy resources to Europe. For the time being, the Issuer does not foresee a significant impact of the situation in the Middle East on long-term energy prices, which correlate more closely with changes in the price of CO2 emission allowances. Conversely, contracts for the winter of 2026/2027 are trading at a premium due to concerns about the availability of natural gas during that period.
The high prices of natural gas on wholesale markets observed at the end of the first quarter of 2026 were influenced not only by the situation in the Strait of Hormuz, but also by the low winter temperatures, which contributed to a greater-than-usual drawdown of European gas stocks. Wind power generation during the same period was lower than normal, which further contributed to the rise in electricity prices on the SPOT market. Following a series of speculations about the relaxation of the EU ETS, CO2 emission allowance prices fell towards €60/t, before rebounding sharply after a series of announcements that European policymakers do not intend to abandon this tool for financing the energy transition, even
at the cost of high energy prices in Europe. Consequently, bullish sentiment returned to the markets and CO2 emission allowance prices quickly rose back above €70/t. Although electricity prices in Poland remain strongly correlated with CO2 emission allowances compared to the rest of Europe, thanks to the changing energy mix, they did not fully reflect the changes in EUA prices.
The electrical energy and natural gas markets are unprepared for the threat of diversion actions and elements of hybrid conflict in the form of damages to submarine cables for the transmission of energy, gas, or other energy infrastructure facilities within the EU countries, as well as cyberattacks at those facilities. The announcement that Europe will become completely independent of Russian gas by the end of 2027 is putting additional pressure on energy prices in Europe.
Another factor that has a significant impact on the Group's operations is the persistently high cost of financing resulting from high interest rates. At the end of the first quarter of 2026, the Issuer's debt stood at PLN 2,975 million, 83% of which was secured debt. The exchange rate of the zloty against the euro and the US dollar has been subject to significant fluctuations due to geopolitical tensions, and the risk of increased costs associated with hedging transactions on commodity markets remains elevated. The lack of predictability in the US administration's foreign policy, including in particular the introduction and revocation of tariffs, does not help in this regard.
Since 11 July 2025 after Poland's accession to the PICASSO balancing capacity exchange platform, there has been a strong increase in the volatility of prices in the balancing market, including up to their extreme levels, observed in the range from PLN -45 thousand up to +48 thousand per MWh. This significantly increased the cost of RES sources balancing in late 2025, which adversely affects the Group's results related to the exploitation of RES sources. In 2026, PSE launched a mechanism known as "demand flexibility" in the balancing market, which is intended to prevent prices from being set based on the highest bids from the PICASSO platform. This is intended to help reduce price volatility in the balancing market. In the coming years, further increases are expected in the profile cost with increasing saturation with RES in the National Energy System and decreasing supply of energy from conventional sources. This primarily pertains to PV sources. In addition, during periods of oversupply of RES-originating energy and a lack of demand for such energy, non-market redispatches are implemented, i.e., the curtailment of renewable energy sources (RES), resulting in lower production volumes and affecting the Group's revenues.
In the onshore wind and solar farm segment, high volatility in electricity prices-correlated with fluctuations in wind and solar generation-led to a significant increase in the cost profile for solar sources by the end of the first quarter of 2026, thereby reducing the effective price of electricity sold. At the same time, the occurrence of negative prices and an oversupply of energy from RES means that farms are being shut down for economic or balancing reasons (by the operator). Generation curtailments ordered by the operator in the first quarter of 2026 were a significant factor limiting the output of wind and solar power sources, particularly during periods when these sources were operating simultaneously, supplying quantities of energy that consumers were unable to consume, whilst the operator still had to keep conventional units on standby. Due to numerous production constraints and lower wind speeds observed during the period in question in 2026, the volume of energy production in this segment was lower than anticipated.
Due to the significant increase in installed renewable energy capacity, particularly in the photovoltaic sector, in Poland and neighbouring countries, during periods of high renewable energy generation coupled with low demand, there has been a sharp rise in the number of periods in which negative energy prices occur. This means that for electricity generated during these billing periods, the producer must pay to sell it to the market. The alternative is to reduce production in order to avoid incurring this cost. Such situations occur mainly on weekends and public holidays, but also increasingly on spring and autumn working days with high PV generation during the so-called solar peak, i.e. during the hours of most intense sunshine. At the same time, for RES producers settled under support schemes, the
occurrence of negative prices for at least six consecutive hours means that they cannot settle the production volumes from those hours under the auction system, or that the President of the Energy Regulatory Office will not issue the financial entitlements due for production during those hours, depending on the support scheme in which the given RES source participates.
The phenomenon of periodically occurring very high supply of energy from renewable energy sources (RES) not only gives rise to negative prices but also has an additional impact on the RES segment of the Polenergia Group. During periods when PSE S.A. ("PSE") is unable to further curtail conventional units or export surplus generated energy, the output of individual RES units is arbitrarily reduced. On the operator's (PSE) demand the non-market redispatch of generation units is triggered. Such a situation may be subject to financial compensation from the PSE, however the waiting time for processing the application and payment of the compensation in question is not immediate and takes time and additional resources. Financial compensation from PSE covers only the generator's costs related to the obligation to purchase unbalanced energy at the CEN balancing market price and lost revenues under support schemes (green certificates or RES auctions). However, financial compensation from PSE does not cover losses in revenue from, without limitation, PPA agreements. Based on the provisions in the connection agreements, some of the Polenergia Group's RES installations are not entitled to financial compensation for non-market redispatch.
Prices for PMOZE_A property rights ("green certificates") remained stable at PLN 25-28/MWh in the first quarter of 2026. The obligation for the years 2026-2028 stands at 9.0% per annum, which represents a compromise between the expectations of the industry and consumers, whilst price levels do not satisfy either party. At the time of publication of this report, the Group has wind projects with a total capacity of 221.3 MW, which continue to operate under the green certificate system valid for 15 years from the facility's commissioning and, in this context, are exposed to the risk of changes in the prices of property rights.
Guarantees of origin obtained for energy produced from renewable sources and used by consumers to confirm the purchase of renewable energy were characterized by low prices in the first quarter of this year, due to the relaxation of the mandatory ESG reporting system and a two-year delay in its requirements for certain companies. However, the low wind conditions persisting since the fourth quarter of 2025 caused the prices of guarantees of origin to rise steadily; whilst they cost around PLN 1/MWh in January, by the end of March one had to pay over PLN 2/MWh for guarantees from 2026 production. We estimate that, in the long term, prices for guarantees of origin from renewable sources are likely to rise due to the introduction of regulatory requirements.
The trading and sales segment as the only one in the Group had a direct exposure in the past to the Ukrainian market through the subsidiary Polenergia Ukraine. Even before the war began, that company curbed its operating activities. Currently, all operations in Ukraine are put on hold, and the Company itself has its license discontinued, all commercial and administrative contracts terminated and is at the final stage of the liquidation process.
The Group has identified increased risk of trading in all markets, including, among others, the risk of recurring increased volatility of electricity and natural gas prices, the risk of failure to meet the demand volume by the customers, the risk of non-payment and non-performance of contracts in view of the unforeseen regulatory and political changes and the increased risk of insolvency of customers. In the event the risk of dynamic price increases or reductions materializes, deviations in the energy consumption by the customers compared to the contracted volumes may yield a significant result (either positive or negative) that will be disproportionate to the original assumptions. In addition, the increasing market price volatility associated with RES generation may result in a significant decrease in revenues from the Group's RES asset servicing. In response to the changing market conditions, the Group has modified its RES assets generated energy sales strategy and has been aiming at increasing the share of energy sales in OTC wholesale transactions, i.e. direct sales to customers and sales under long-term
cPPA contracts. Negative exchange rate movements may result in a deterioration of the performance on a Euro-denominated market. At the same time, the strengthening of the Euro may lead to an increase in the value of the required security deposits. The segment is also exposed to the risk of interest rate increases. Higher cost of working capital facility due to high interest rates may result in a drop of the return on the operations. The Polenergia Group also takes measures to monitor security-related threats. Any potential cyber-attack or kinetic strike that would destroy an ICT infrastructure or restrict access of availability to systems in a company would prevent the company from continuing its commercial business or would restrict such ability. The Group also identifies risks arising from the departure of key personnel involved in the Company's commercial operations. In the event of a more profound consolidation of the generation sector in Poland, with a spin-off of high-emission units from the State Treasury companies, a risk may occur of further aggravated lack of the forward market liquidity, transparency and unreliability of price indices, which may hamper the Group's performance of its operating activity, and affect its revenues. In turn, making trading on the exchange mandatory for RES entities may result in increased volatility in short-term markets and slowdown the development of the PPA market.
The distribution segment is hedged in the long term against the effects of any investment costs increase and rising interest rates through a tariff mechanism which provides for aligning the electricity distribution tariff with the capital expenditures borne. These mechanisms are also applied to the tariff approved for 2026.
In a short-term perspective, the investment projects implemented by the Group may be affected by the negative impacts of the current market situation. The increase in raw material and product prices on the market and the temporary shortage of employees suffered by subcontractors may result in delays in the implementation of the planned wind and PV farm projects. The persisting high interest rates trigger increase in financing costs, while the increase in raw material and commodity prices combined with the fluctuations of the EUR/PLN exchange rate may lead to an increase in total investment costs.
The Group believes the current market situation should not jeopardize the achievement of the underlying objectives set out in the Polenergia Group's strategy for the years 2025-2030.
Implementation of the Polenergia Group Strategy for the years 2025-2030On 18 March 2025, the Company's Management Board adopted the Polenergia Group Strategies for the years 2025-2030 (the "Polenergia Group Strategy"). When devising the Polenergia Group Strategy, current and forecast situation in the power sector was considered, the analysis of the macroeconomic, marketplace and regulatory environment was performed, and assumptions were made regarding the directions of the sector's development in the next six years' time horizon.
Polenergia Group Strategy provides for the development of the most promising directions of the RES market, while limiting the activities of areas that do not generate sufficient added value and do not create synergies with the core business. It is an ambition and mission of the Polenergia Group to continue activities related to the process of Poland's transition to green energy using innovative solutions that support the efficiency of obtaining energy from renewable sources.
Polenergia Group Strategy is based on maximizing value for shareholders by efficiently exploiting market growth opportunities and achieving attractive rates of return, thus providing a solid foundation for long-term growth and stable financial performance.
Priority is given to the implementation of the offshore wind power projects Bałtyk II and III, and Bałtyk I (ca. 3,000 MW in total, projects being developed by a JV), which will generate stable and high EBITDA.
In parallel, the growth of onshore wind power capacity in Poland with an attractive rate of return will be continued using the Group's existing assets (ca. 50 MW). The Strategy provides for further development
of photovoltaic projects based on existing assets (through cable pooling), combined with energy storage (a total increase of 100 MW).
In addition, the Group will work to strengthen the competence and efficiency of sales under PPAs, which will ensure profitability of generation assets.
The Strategy provides for further development of the wind project in Romania.
At the same time, in accordance with the strategy, the Company will gradually withdraw from the electromobility and hydrogen business. In other areas, the Company will continue its review of strategic options, which is aimed at selecting the most favorable way to achieve the Company's long-term goal of maximizing the value for the Company's current and future shareholders.
As a result of the activities in the abovementioned directions, the Strategy projects:
an increase in the generation capacity for the Polenergia Group up to 1.5 GW1 in 2030 from the current 0.6 GW.
an increase in EBITDA to ca. PLN 1.6 billion1 in 2030.
incurring capital expenditures (understood as equity contributed to the projects) of about PLN
4.6 billion, mainly for investments related to the development of offshore wind power.
The financing of the implementation of the Polenergia Group Strategy will come from funds generated by the Company, including, without limitation, the intended divestments, as well as external financing, which, depending on the amount required, the market situation and other factors, will be raised in the form of bank loans, bond issues, as well as funds from current or future investors, in the form of share issues or hybrid instruments.
Due to high capital expenditures, the Company's Management Board does not intend to recommend any dividend payments over the Strategy's horizon.
Also, the Company's Management Board announces that the Company has analyzed the impacts of the goals and objectives of the new strategy according to the ESRS2 SBM-3 guidelines on the ESG strategy and the achievement of sustainability goals.
The strategy provides for stable growth of the Polenergia Group in the most promising market segments based on revenues secured through PPAs and CFDs.
Onshore wind farms and photovoltaic farms
The Group operates renewable energy projects of 493 MW in the onshore wind power segment, as well as 149 MWp in the PV farm segment.
Following the successful bid in the 2023 auction for the sale of energy from renewable sources, resolutions were passed in June 2025 approving the final investment decision for the 35 MWp Rajkowy solar farm project, which signifies that the necessary corporate approvals required for the project's implementation have been obtained. A contract was signed with the contractor for installation and electrical works, and agreements were concluded with suppliers of, amongst other things, photovoltaic modules and inverters. In September 2025, the first construction works commenced - groundworks and site facilities. In December 2025, a loan agreement was signed. In the first quarter of 2026, deliveries of all key components, including support structures, PV modules, inverters and power cables, were completed and their installation continued. All work is proceeding in accordance with the planned schedule and budget. Construction of the project is expected to be completed in the fourth quarter of 2026.
1 The Group's capacity and EBITDA for 2030 have been presented in terms of management, assuming consolidation of the Bałtyk II and Bałtyk III projects pro rata to Polenergia S.A.'s share in these projects, i.e. 50%.
In December 2024, the auction for the sale of energy from renewable sources was won by the facility under development by a subsidiary Polenergia Farma Wiatrowa Bądecz (Bądecz Wind Farm) (48.3 MW). The company is in the process of obtaining the remaining documents required to make the Final Investment Decision.
In addition to projects in operation, the Group has a portfolio of projects in the medium and early stages of development, including wind farms (ca. 1 GW) and photovoltaic farms (ca. 0.9 GW). Various forms of commercialization of production will be considered for individual projects, including bidding a portion of the production in the RES auctions to come, selling energy to end customers under cPPA contracts or selling energy in the regulated or over the counter market.
The Group is also working on developing a portfolio of battery energy storage system (BESS) projects. These include predominantly projects that will be complementary to the Group's existing wind farms and PV farms or those in development. The Group currently has a portfolio of BESS projects with a capacity of ca. 0.8 GW at various stages of development. The first projects are likely to reach ready-to-build status in 2027.
On 31 December 2025, Polenergia Farma Fotowoltaiczna 13 sp. z o.o. entered into a grant agreement with the National Fund for Environmental Protection and Water Management for the project entitled 'Construction of the Szprotawa energy storage facility together with the necessary technical infrastructure' under the priority programme "Electricity storage facilities and related infrastructure to improve the stability of the Polish electricity grid". In accordance with the Funding Agreement, the total amount of funding for the Project in the form of a grant was up to PLN 43,875,000, representing up to 45% of the project's eligible costs. The Grant Agreement was concluded subject to a condition whereby, if by 31 March 2026 the Beneficiary fails to present the corporate approvals received for the conclusion of the agreement/assumption of the obligation, the Grant Agreement shall be terminated. On 27 March 2026, the Issuer announced that it had not applied for corporate approvals to enter into the agreement. This decision was taken based on the adopted investment criteria for new projects and is also the result of identified regulatory risks affecting the Project's profitability and the lack of realistic prospects for obtaining favourable connection terms. Despite this decision, the Issuer remains actively focused on developing the remainder of its energy storage portfolio, guided by the investment criteria, including a clearly defined profile of expected returns on investment.
In April 2026, the President signed an amendment to the Energy Law (UC84). This reform is of crucial importance for the energy transition; it will accelerate investment by supporting the development of renewable energy sources, increase the availability of connection capacity, enhance the security of energy supply, and improve the functioning of the market for energy consumers and producers. The Group views this reform as bringing positive changes that will improve the chances of securing new connection capacity for projects being developed within the Group; the changes will also speed up the process of obtaining connection terms and, ultimately, the investment itself. The changes introduced regarding financial matters do not adversely affect the profitability of projects carried out within the Group.
The Group continues to develop wind projects in the Romanian market through its subsidiary Wind Farm Four Srl ("WF4"). WF4 is performing development work on a wind farm project portfolio of the total connection capacity up to 685.6 MW developed by seven special purpose vehicles. As at the date of this report, development work is continued to obtain a building permit for the infrastructure required to evacuate power from the planned wind farms, including, primarily, land acquisitions for a substation and power line towers, additional analyses recommended by the technical advisor, and environmental and ESG analyses required by multilateral institutions. According to the current schedule, the projects should achieve full ready-to-build status (RTB) no later than mid-2027, whilst the final investment decision (FID) is scheduled for 2027.
One of the company's key strategic goals is to secure energy production from the Group's RES operating assets over the long term. To minimize market risk and ensure long-term revenue stability, the Group focuses on selling the volume of electricity it generates primarily through contracts for difference (auctions) and power purchase agreements (PPAs) with end customers under Pay-as-Produce and Pay-as-Nominated arrangements. The remaining volume is traded on the energy exchange under standard forward contracts. According to the risk hedging strategy adopted, the smallest portion of the volume is sold directly on the SPOT market.
On 27 January 2026, the Issuer announced that its subsidiary, Farma Wiatrowa Bądecz sp. z o.o., had entered a 15-year vPPA (virtual power purchase agreement) with a global company. The Group estimates that the vPPA secures the project's total revenue from the sale of electricity and Guarantees of Origin throughout the term of the Agreement at an anticipated level of approximately PLN 600,000,000 - 800,000,000 net. The commencement of commercial operations by the Company on the commercial operation date (COD) is subject to the final investment decision being taken and all necessary administrative permits being secured.
On 29 January 2026, the Issuer announced that its subsidiary, Polenergia Farma Fotowoltaiczna 2 sp. z o.o., had entered a 15-year vPPA (virtual power purchase agreement) with a global company. The Group estimates that the vPPA secures the project's total revenue from the sale of electricity and Guarantees of Origin throughout the term of the Agreement at an anticipated level of approximately PLN 130,000,000 - 180,000,000 net. The vPPA contains provisions in line with industry standards.
As at the date of publishing this report, for the year 2027, the Group has hedged 80% of its forecast energy generation target, achieving a weighted average net price of PLN 402/MWh (after deducting the estimated profile cost).
The table below shows the level of commercialization of electricity from the Group's wind and photovoltaic assets in the years 2027-2031:
2027
2028
2029
2030
2031
Auction
18%
25%
40%
40%
39%
Other hedging instruments
62%
38%
17%
16%
15%
Total
80%
63%
57%
56%
54%
Offshore Wind Farms
MFW Bałtyk II and MFW Bałtyk III
The Group holds 50% of the shares in the companies MFW Bałtyk II Sp. z o.o. and MFW Bałtyk III Sp. z o.o. building offshore wind farms with the capacity of 720 MW each. These are the projects in Phase I of the support system that could be applied for until 31 March 2021.
Key activities within the scope of PEP (Project Execution and Permitting) responsibilities are focused on ensuring full formal and legal readiness for the commencement of construction works for the individual components of the MFW Bałtyk II and III project. These include oversight of the implementation of permitting plans and the ongoing fulfillment of obligations arising from administrative decisions and the provisions of law required for the commencement and execution of individual works.
As part of the activities, permitting readiness was secured for key offshore scope - scour protection campaign at the foundation locations for the turbines and the offshore substation of Bałtyk III.
In February 2026, the decision granting building permit for the onshore cable of Bałtyk II was amended, allowing the conditions for implementing the project to be adjusted to the project's current status. In addition, with regard to updates to administrative decisions, an amendment to the environmental
decision covering the areas of the Bałtyk II and Bałtyk III offshore wind farms is currently being processed, as well as an amendment to the location decisions regarding the onshore cables for Bałtyk II and Bałtyk III -which are scheduled to be obtained in the second quarter of 2026.
As part of onshore operations, in the first quarter of 2026 both OSS transformers were delivered to the OSS Yard Bałtyk II site. At the ONS Bałtyk II station, a significant portion of the primary equipment has been installed, both ONS transformers have been delivered and are currently being assembled, and interior finishing work is underway in the buildings. At the ONS Bałtyk III station, construction work was performed, along with the installation of grounding systems and a rainwater drainage system. In the area of 220kV and 400kV cable lines, works focused on subsequent jointing of previously laid cable sections (cable jointing at prepared joint bay locations). The 400-kV Bałtyk II and Bałtyk III cable lines have been connected to the structures at the Słupsk Substation.
In the landfall area, one of the four drillings was successfully completed, and a protective HDPE pipe was pulled into the borehole. Concurrently, drilling work was performed for another borehole, and preparations were made for the construction of TJB concrete foundations (at the location where the offshore and onshore export cables will ultimately be jointed). As part of the implementation of the Projects, continuous active operations in the area of stakeholder management, information, communication and education have been performed. A temporary compensation system for fishermen has been prepared and implemented in connection with the coexistence of fishing activities with the construction of the MFW Bałtyk II and MFW Bałtyk III offshore wind farms. This March, the second call for applications for compensation for 2026 was launched. In addition, there is ongoing dialog with project stakeholders, including the local community in the vicinity of the project sites.
On 19 May 2025 the shareholders of the companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o., i.e. Polenergia S.A. ("Polenergia S.A." or "Company") and Equinor Wind Power AS adopted resolutions of the general meeting of shareholders of the project companies on making Final Investment Decisions (FID) triggering the construction phase of the offshore wind farms Bałtyk II and Bałtyk III and approving budgets and development plans of the above projects for the construction phase ("Business Plan").
According to the approved Business Plan, completion and commissioning of the projects is planned for the first half of 2028 for Bałtyk II and the second half of 2028 for Bałtyk III. The first power generation from both projects is planned for 2027.
The total capital expenditures and operating expenses of the construction phase projected in the Business Plan (excluding financing costs during construction) will be about EUR 3.2 billion for MFW Bałtyk II and about EUR 3.2 billion for MFW Bałtyk III, the JV partners being responsible for providing financing in equal shares.
The project will be implemented under the project finance formula provided by a syndicate of Polish and international financial institutions. Repayment of project finance will be based on future cash flows generated by the Bałtyk II and Bałtyk III projects.
As at the date of adoption of the resolutions, the Management Board of Polenergia S.A. anticipated that Polenergia S.A.'s equity contribution to the projects will be financed with funds from the National Plan for Recovery and Resilience under a loan granted to the Company by Bank Gospodarstwa Krajowego, green bonds issued by the Company, the Company's equity funds and settlements for energy generated and injected into the grid during the technological start-up period before reaching the operational phase.
On 20 May 2025, the companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. completed the process of entering into facilities agreements to finance the construction of offshore wind farms Bałtyk II and Bałtyk III ("Facilities Agreements").
The Facilities Agreements were entered into with a syndicate of ca. thirty Polish and international financial institutions.
Based on the Facilities Agreements, the project companies obtained financing under the (non-recourse) project finance formula to finance their expenditures in the amount of ca. EUR 2.9 billion for MFW Bałtyk II sp. z o.o. and ca. EUR 2.9 billion for MFW Bałtyk III sp. z o.o. The financing period covers the construction period and the subsequent 22 years.
In addition, in the event of project cost overruns or lower than expected cash flows during the start-up period of projects, Polenergia S.A. may be required to make an additional equity contribution of up to EUR 280 million. In this regard, the Company's obligation will be secured by bank guarantees issued on behalf of Polenergia S.A. and the Company's corporate guarantee.
In addition, in accordance with the Facilities Agreements, the project companies will have an option to use additional and standby credit facilities in the total amount of ca. EUR 230 million for MFW Bałtyk II sp. z o.o. and ca. EUR 240 million for MFW Bałtyk III sp. z o.o.
The interest rate on project finance funding will be calculated based on variable interest rates based on EURIBOR or WIBOR, plus appropriate margins.
The terms and conditions of the Facilities Agreements provide for the establishment of certain securities by the project companies. Those terms and conditions further provide that Polenergia S.A. shall be a party to certain agreements and actions taken in connection with the project finance and the security established, including, but not limited to, an intercreditor agreement, a shareholder support agreement and the related aforementioned Escrow Accounts agreement and parent company guarantees, as well as the gaps agreement, the shareholder security assignment agreement, and the pledge agreement on the shares of Polenergia S.A. in the share capital of the project companies MFW Bałtyk II and MFW Bałtyk III and on the Escrow Accounts. In connection with the pledge on the shares, the Company will make standard statements of submission to enforcement.
The project finance is not secured on any of the Company's or Polenergia Group's assets except for pledges on the Polenergia S.A.'s shares in the share capital of the project companies, Escrow Accounts and assignment of shareholder loans.
On 22 May 2025, the companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. fulfilled the conditions precedent specified in the Facilities Agreements. Polenergia S.A. is responsible for contributing approximately EUR 123 million, deposited in full on the Company's dedicated bank accounts ("Escrow Accounts"). The releasing of funds from the Escrow Accounts to finance the equity contribution of Polenergia S.A. will continue until 2028.
Also, upon fulfillment of the conditions precedent, the contingent hedging transactions entered into under the Deal Contingent Hedge formula were novated to cover target interest rate hedging transactions. In accordance with the Facilities Agreements, the companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. have entered into transactions to hedge exchange rate and interest rate risks. In total, those transactions hedge about 90% of the Project Companies' planned exposure to EURIBOR-based interest rate volatility, while the forward currency transactions cover nearly 100% of the currency risk associated with capital expenditures.
Repayment of project finance will be based on future cash flows generated by the Bałtyk II and Bałtyk III projects.
Key contracts related to the MFW Bałtyk II and MFW Bałtyk III offshore projects are in place. Material agreements signed by the end of the first quarter of 2026 include:
Major project contracts with Siemens Gamesa Renewable Energy for the manufacture, supply and service of 100 wind turbines (both contracts entered into in February 2024);
ESON (electrical system design and delivery of onshore transformer station) (December 2022);
EPCI offshore export cables (October 2024);
EPCI inter-array cables (October 2024);
Foundation design (March 2024);
Transportation and installation of foundations and OSS (July 2024);
Installation of wind turbines; Charter contract (September 2024);
Delivery of an offshore EPC transformer station (August 2024);
Transition elements - EPC (August 2024);
Onshore export cable - EPC (September 2024);
Onshore export cable - construction works (August 2024);
HDD Landfall (September 2024);
Chartering CTV crew transport vessels (November 2024).
Scour protection of the wind turbine and offshore transformer station foundations (February 2025).
By the date of release of this report, the Company has entered into the following material annexes amending material agreements:
Two annexes to the agreements for transport and installation of turbine foundations and offshore substations dated 2 July 2024, with Heerema Marine Contractors Nederland SE. The annexes implement a planned recalculation of the contractor's remuneration in connection with the determination of the final base scenario of the works performed by the contractor. As a result of the recalculation, the contractor's total remuneration under the two contracts is now estimated at ca. EUR 457 million, an increase of ca. EUR 67 million compared with the projections made at the contracting stage. The abovementioned revaluation, including the expected increase of the value of the agreements was included in capital expenditures (CAPEX) at the stage of drafting budgets and development plans of the projects for the construction phase, the approval of which was announced by the Company in current report No. 29/2025. The contractor's final remuneration will depend on, among other things, current fuel prices and exchange rate fluctuations.
Annexes to the agreements for the supply and installation of offshore export cables dated 5 October 2023, entered into with Jan De Nul Luxembourg SA Hellenic Cables S.A. Consortium Baltyk 2 spółka jawna [general partnership] and Jan De Nul Luxemburg SA Hellenic Cables
S.A. Consortium Baltic 3 general partnership.
Under such annexes, the contractor's scope of work has been expanded to include the removal of boulders along the route of the offshore export cables. The work will be performed by a subcontractor - Helix Robotics Solutions Ltd. The total cost of the annexes is estimated at ca. EUR 29 million for both projects. The amounts specified therein cover, without limitation, the provision of vessels, removal of boulders identified during the final stage of geological surveys, supervision and management of the works by the contractors. The final remuneration of the contractors will depend on, without limitation, the vessels' operating time and current fuel prices. The abovementioned increase in the total value of the agreements was included in capital expenditures (CAPEX) at the stage of drafting budgets and development plans of the projects for the construction phase, the approval of which was announced by the Company in current report No. 29/2025.
MFW Bałtyk I
The Group holds a 50% stake in the company MFW Bałtyk I Sp. z o.o. which holds 100% of the shares in the company MFW Bałtyk I S.A. pursuing construction of an offshore wind farm located in the Baltic Sea with a capacity of up to 1,560 MW.
On 5 March 2026 the environmental conditions decision was obtained for the grid connection infrastructure of the Bałtyk I offshore wind farm.
On 10 February 2026, an application was submitted to amend the permit for the construction and use of artificial islands and structures in Polish maritime areas for the Bałtyk I offshore wind farm, which will allow for alignment with current design specifications and the latest technical knowledge regarding the technology. The process of obtaining the necessary permits and decisions is currently underway. In the first quarter of 2026, applications were filed for the issuing of location decisions for the export cable in the offshore and onshore parts with respect to the open areas and five out of seven technical expert reports (required under the Maritime Safety Act) were obtained.
Works related to the next stage of geological and geotechnical investigations in the onshore area are currently underway, and their progress reflects the current work program of the Bałtyk I project. On 26 February 2026 the Minister of Climate and Environment approved an addendum to the Geological Works Plan to increase the depth of the boreholes drilled for the onshore section of the export cable.
For private properties situated along the route of the MFW Bałtyk I export cable, a model for acquiring title to land was adopted based on the establishment of transmission easements in the form of civil-law contracts. With respect to institutional properties and plots for which easements of transmission have not been obtained, rights to the land will be secured by a location decision issued pursuant to the Act of 24 July 2015 on the Preparation and Implementation of Strategic Investments in Transmission Grids.
As part of the planned administrative procedure to obtain a location decision covering the area designated for the ONS substation and the access road, terms were agreed upon with the property lessee and in January 2026 an agreement was signed specifying the amount of compensation due.
In March 2026, following the issuance of a decision by the Minister of Infrastructure authorizing exploration in Polish maritime areas, the permitting readiness was achieved to commence seabed geophysical surveys (3D surveys).
The MFW Bałtyk I offshore wind farm project was awarded a 25-year Contract for Difference (CfD) under Poland's first offshore wind energy auction for Phase II projects. The Bałtyk I project secured the highest price (PLN 492.32/MWh) among all winning bids, as well as the highest capacity of 1,560 MW. The success in auction results in the company's obligation to generate and feed into the grid for the first time electricity generated in the offshore wind farm after obtaining a general license, within 7 years from the closing date of the auction session.
Following the successful auction in 2025, in the first quarter of 2026 the Bałtyk I project was in a development phase focused on: updating the investment model, continuing administrative procedures to obtain building permits and analyzing technical design options and farm layout in terms of the number of turbines and their capacity.
Gas and clean fuels
In view of the significant scale of planned capital expenditures to achieve the strategic goals set out in the business strategy, the Management Board, as a result of the review of the strategic options decided to phase out further development of this segment of the Group's business.
The H2Silesia project as part of the operations of a special purpose vehicle, Polenergia H2Silesia Sp. z
o. o., provided for the construction of a 105 MW large-scale renewable hydrogen production facility for heavy industry and zero-emission transportation. Following the abandonment of the project, a decision was taken to recognize an impairment loss on the assets by writing their value down to zero.
The H2HUB Nowa Sarzyna project provided for the construction of a pilot facility for the production of renewable hydrogen with an electrolyzer rated at approximately 5 MW.
On 7 June 2023, Polenergia's subsidiary H2HUB Nowa Sarzyna sp. z o.o. developing the H2HUB Nowa Sarzyna project, entered into a contract with Hystar AS, based in Høvik, Norway, for the supply and commissioning of a 5 MW electrolyzer and a long-term (10 years) electrolyzer maintenance agreement. Also, on 7 June 2023, an agreement was entered into with the International Finance Corporation ("IFC"), a member of the World Bank Group, for cooperation with a view to co-finance the development costs of the H2HUB Nowa Sarzyna project which includes a hydrogen production plant, along with two filling stations and associated infrastructure.
The company H2HUB Nowa Sarzyna sp. z o.o. entered into a subsidy agreement with the National Environmental Fund (NFOŚiGW) for the project whose objective is to build two hydrogen filling stations with associated infrastructure, in two locations: Nowa Sarzyna and Rzeszów. The total amount of the subsidy funding awarded will be up to PLN 20 million. According to the agreement, the hydrogen filling stations and associated infrastructure should be put into operation in the second half of 2027, with the subsidy agreement providing for possible changes to the program.
As part of the Company's review of strategic options regarding the future direction of the H2HUB Nowa Sarzyna project, an impairment loss was recognized on non-financial non-current assets.
Also, a project called eFuels was being implemented within the Group. The project's goal was to use renewable hydrogen to produce methanol and renewable jet fuel. The fuel produced as a result of the project would reduce greenhouse gas emissions in air transportation, with no need to build new infrastructure, fuel bases or to develop new aircraft designs. As part of the National Research and Development Center's competition titled "New Technologies in Energy I", the Company was among 6 teams that were awarded funding to implement innovative energy projects. On 7 April 2025, Polenergia S.A., as leader of the consortium, submitted a request to discontinue the project. The current prospects for the project's implementation offer no chance to complete the tasks scheduled in the second phase within the time-frame specified by NCBiR. On 3.12.2025, an audit by an independent auditor was submitted to NCBiR which identified no irregularities in the project's implementation. On 17 April 2026, the NCBIR issued a letter confirming acceptance of the project results presented in the final report.
On 17 December 2025 Polenergia S.A. entered into a preliminary, conditional agreement with Axpo Polska sp. z o.o. ("Axpo") for the sale of 100% of the shares in Polenergia Elektrociepłownia Nowa Sarzyna Sp. z o.o. The execution of the final agreement transferring the title to the shares was conditional upon the fulfillment of a condition precedent requiring Axpo to obtain the approval of the anti-monopoly authority for the acquisition of the shares. Upon fulfillment of said condition, on 30 January 2026, the parties executed the final agreement. The final total price for the shares was ca. PLN 139.7 million.
Trading and Sales
The Group consistently implements its business strategy, focusing on stabilizing its performance and creating long-term value. In line with the sales (hedging) strategy, the hedging of the majority of the P75 scenario generation is carried out through CfDs and long-term PPAs, with a preference for "Pay-as-produced" contracts.
Offering energy to end users is performed with particular attention to risks and potential costs that may affect the future level of margin. The Group conducts ongoing analysis of the financial risks and costs associated with hedging the positions of customers and generators on the futures market. The company also carries out short-term optimisation of renewable energy sources during periods of negative market prices.
Prop trading activities on the wholesale markets are also being gradually rolled out, and the prop-trading strategies being implemented are successfully capitalising on market volatility, whilst adhering to strict measures designed to limit risk exposure. Work is also underway to prepare the Group operationally for the implementation of 15-minute settlements within the TGE Day-Ahead Market.
Following the completion of sales to the B2C segment in 2025 and the final merger of Polenergia Obrót and Polenergia Sprzedaż, the company is exploring further potential avenues for development. The work currently underway includes an assessment of opportunities arising from changes in the structure of the generation market, as well as the potential for growth in the areas of Trading and Origination, and new products tailored to end customers.
As part of its operating activity, in the first quarter of 2026, the company Polenergia Fotowoltaika S.A. installed 2.0 MWp of solar panels and 185 energy storage facilities. The Company has been working to expand sales of services in the corporate segment (installations in excess of 50 kWp) and in the maintenance and servicing segment.
Distribution and eMobility
In the distribution segment, on 3 February 2026, Polenergia Dystrybucja Sp. z o.o. received a decision from the President of the Energy Regulatory Office approving the Tariff for the distribution and sale of electricity. The new Tariff became effective on 1 March 2026.
The obligations under the approved Investment Plan III for the years 2019 - 2022 worth PLN 51 million in total are continued to be fulfilled. As part of Investment portfolio III, the Company signed 45 contracts. By the end of Q1 2026, connection agreements were finalized and connection readiness was notified for 80 projects/project phases, and extension of general license was obtained for 37 projects, with further 13 projects expected to obtain general license.
In addition, Polenergia Dystrybucja is also in the process of implementing Investment Plan IV for the years 2021-2026. By the end of the first quarter of 2026, the company signed 97 connection agreements. Under the Investment Plan IV, the company completed 138 projects/phases of projects, for which it declared readiness to connect, while general license extensions have been obtained for 43 projects; licenses are also expected to be obtained for another 16 projects.
In view of the significant scale of planned capital expenditures to achieve the strategic goals set out in the business strategy, the Management Board reviewed the strategic options in the area of electromobility and decided to phase out further development of this branch of the Group's business. As at 31.03.2026, Polenergia eMobility completed the expansion of its own network of charging stations, launching four stations in the first quarter of 2026 that were built as part of earlier commitments, bringing the total number of charging stations available to customers to 103 (165 charging points).
In 2025, the Company also completed a strategic project to build a comprehensive charging infrastructure along the concession stretch of the A2 motorway at eight Service Areas. The Company's
activities are currently focused on maintaining the existing infrastructure and providing electric vehicle charging services through it.
In addition, Polenergia eMobility holds a portfolio of contracts conferring the title to land that permit construction of further 131 charging stations.
Other significant information on the Group's condition
On 15 January 2026, the Extraordinary General Meeting of Polenergia S.A. adopted a resolution regarding the change of the Remuneration Policy for Members of the Company Management Board and Supervisory Board. The wording of the adopted resolutions was published in current report No. 2/2026.
On 8 April 2026, the Annual General Meeting of Polenergia S.A. was held. The text of the resolutions adopted was presented in communication No. 15/2026 dated 8 April 2026.
During that Annual General Meeting, two independent members were appointed to the Supervisory Board: Mr. Michał Wosik and Mr. Marcin Murawski - both for individual three-year terms.
On 8 April 2026, the terms of office of the current independent members of the Supervisory Board - Mr. Szymon Adamczyk and Mr. Orest Nazaruk.
Financial performance for the 3-month period ended 31 March 2026 by operating segmentsOn the following pages a presentation is given of the distribution of the total Group performance in the first quarter of 2026, broken down into the business segments.
Polenergia S.A. Group
3M 2026 (m PLN) Onshore Wind
Power
Photovoltaics Morskie Farmy
Wiatrowe
Gas and Clean Fuel
Trading Distribution Unallocated Purchase price
allocation
TOTAL
Sales revenues*
137,6
7,3
-
36,5
678,0
57,0
8,6
-
924,9
Operating costs, including
(60,9)
(5,8)
-
(31,8)
( 632,5)
(47,0)
(7,3)
(0,1)
( 785,4)
operating costs (without granted green certificates adjustment)
( 26,6)
(26,6)
depreciation/amortization
( 32,4)
(3,1)
-
(0,9)
(2,0)
(3,3)
( 2,7)
(0,1)
( 44,6)
granted green certificates adjustment
(2,0)
-
-
-
-
-
-
(2,0)
Gross profit on sales
76,7
1,5
-
4,7
45,5
10,0
1,3
(0,1)
139,5
Gross profit on sales margin
55,7%
20,2%
"n/a"
12,9%
6,7%
17,5%
"n/a"
"n/a"
15,1%
Selling expenses
-
-
-
(7,4)
-
-
-
(7,4)
General overheads
(3,4)
(1,2)
-
(0,5)
(19,0)
(2,9)
(25,5)
-
(52,5)
Other operating activities
0,4
(0,1)
-
(0,1)
1,2
0,1
0,2
-
1,8
Operating profit
73,7
0,2
-
4,1
20,3
7,2
(24,0)
(0,1)
81,4
EBITDA
106,0
3,3
-
5,0
22,3
10,5
(21,2)
-
126,0
EBITDA Margin
77,1%
46,1%
"n/a"
13,7%
3,3%
18,5%
"n/a"
"n/a"
13,6%
Profit (loss) on financial activities
(14,8)
(3,9)
-
(0,0)
(1,1)
(1,7)
(11,1)
-
(32,6)
Profit/Loss on assets consolidated by the equity method
15,8
15,8
Profit on loss of control over subsidiaries
29,5
29,5
Profit (loss) before tax
58,9
(3,7)
15,8
4,1
19,2
5,5
(5,6)
(0,1)
94,1
Income tax
(33,6)
Net profit (loss) for period
60,4
Normalizing adjustments:
Purchase price allocation (PPA) Foreign exchange differences
Loan valuation using amortized cost method Profit on loss of control over subsidiaries
Profit/Loss on assets consolidated by the equity method
0,1
(6,9)
0,9
(23,9)
(15,8)
Adjusted net profit
14,8
*Rev enues from granted but not sold green certificates are presented as decrease of direct costs in accordance w ith IFRS 15.
3M 2025 (m PLN)
Onshore Wind Photovoltaics Power
Morskie Farmy Wiatrowe
Gas and Clean Fuel
Trading
Distribution
Unallocated
Purchase price allocation
TOTAL
Sales revenues*
164,4 5,0
-
21,7
935,1
54,7
6,7
-
1 187,5
Operating costs, including
(61,9) (3,8)
-
(20,9)
( 880,9)
(41,2)
(5,4)
(0,1)
(1 014,1)
operating costs (without granted green certificates adjustment)
(27,2) -
-
-
-
-
-
-
(27,2)
depreciation/amortization
(32,3) (2,1)
-
(2,6)
(2,8)
(2,7)
(2,0)
(0,1)
(44,5)
granted green certificates adjustment
(2,5) -
-
-
-
-
-
-
(2,5)
Gross profit on sales
102,4 1,2
-
0,8
54,2
13,5
1,3
(0,1)
173,4
Gross profit on sales margin
62,3% 24,0%
"n/a"
3,7%
5,8%
24,6%
"n/a"
"n/a"
14,6%
Selling expenses
- -
-
-
(14,1)
-
-
-
(14,1)
General overheads
(2,7) (0,3)
-
(1,3)
(23,0)
(2,8)
(17,8)
-
(48,0)
Other operating activities
5,1 0,1
-
(0,4)
1,3
(0,1)
-
-
6,0
Operating profit
104,8 1,0
-
(0,9)
18,4
10,6
(16,5)
(0,1)
117,4
EBITDA
137,1
3,1
-
1,7
21,2
13,3
(14,5)
-
161,9
EBITDA Margin
83,4%
63,1%
"n/a"
7,8%
2,3%
24,3%
"n/a"
"n/a"
13,6%
Profit (loss) on financial activities
Profit/Loss on assets consolidated by the equity method Profit on loss of control over subsidiaries
Profit (loss) before tax
(14,3)
90,5
(2,3)
(1,3)
-(7,8)
(7,8)
0,2
(0,7)
(1,3)
17,0
(1,9)
8,7
(34,4)
(50,8)
-
(0,1)
(54,0)
55,6
Income tax
(12,3)
Net profit (loss) for period
43,2
Normalizing adjustments:
Purchase price allocation (PPA) Foreign exchange differences
Loan valuation using amortized cost method Profit on loss of control over subsidiaries
Profit/Loss on assets consolidated by the equity method
0,1
8,7
0,8
-
7,8
Adjusted net profit
60,5
*Rev enues from granted but not sold green certificates are presented as decrease of direct costs in accordance w ith IFRS 15.
21
Consolidated Quarterly Report for Q1 2026 ended on 31 March 2026
- Organizational structure of the Group
Name of Parent
Polenergia S.A.
Name of Subsidiary/Associate
Parent company share
Polenergia Farma Fotowoltaiczna 1 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 2 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 3 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 4 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 5 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 6 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 7 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 8 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 9 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 10 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 11 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 12 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 13 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 14 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 15 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 16 sp. z o.o.
100%
Polenergia H2Silesia sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna 19 sp. z o.o.
100%
Polenergia Farma Wiatrowa 1 sp. z o.o.
100%
Polenergia Farma Wiatrowa 3 sp. z o.o.
100%
Polenergia Farma Wiatrowa 4 sp. z o.o.
100%
Polenergia Farma Wiatrowa 6 sp. z o.o.
100%
Polenergia Farma Wiatrowa 10 sp. z o.o.
100%
Polenergia Farma Wiatrowa 11 sp. z o.o.
100%
Polenergia Farma Wiatrowa 12 sp. z o.o.
100%
Polenergia Farma Wiatrowa 13 sp. z o.o.
100%
Polenergia Farma Wiatrowa 14 sp. z o.o.
100%
Polenergia Farma Wiatrowa 15 sp. z o.o.
100%
Polenergia Farma Wiatrowa 16 sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna Sulechów sp. z o.o.
100%
Polenergia Farma Wiatrowa 18 sp. z o.o.
100%
Polenergia Farma Wiatrowa 19 sp. z o.o.
100%
Polenergia H2HUB Nowa Sarzyna sp. z o.o.
100%
Polenergia Farma Wiatrowa 21 sp. z o.o.
100%
Polenergia Farma Wiatrowa 22 sp. z o.o.
100%
Polenergia Farma Wiatrowa 23 sp. z o.o.
100%
Polenergia Farma Wiatrowa 24 sp. z o.o.
100%
Polenergia Farma Wiatrowa 25 sp. z o.o.
100%
Polenergia Farma Wiatrowa 26 sp. z o.o.
100%
Polenergia Farma Wiatrowa 27 sp. z o.o.
100%
Polenergia Farma Wiatrowa 28 sp. z o.o.
100%
Polenergia Farma Wiatrowa 29 sp. z o.o.
100%
Polenergia Farma Wiatrowa Bądecz sp. z o.o.
100%
Polenergia Farma Wiatrowa Dębice/Kostomłoty sp. z o.o.
100%
Comment
Polenergia Farma Wiatrowa Grabowo sp. z o.o.
100%
Polenergia Farma Wiatrowa Krzywa sp. z o.o.
100%
Polenergia Farma Wiatrowa Mycielin sp. z o.o.
100%
Polenergia Farma Wiatrowa Namysłów sp. z o.o.
100%
Polenergia Farma Wiatrowa Olbrachcice sp. z o.o.
100%
Polenergia Farma Wiatrowa Piekło sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna Buk sp. z o.o.
100%
Polenergia Farma Wiatrowa Szymankowo sp. z o.o.
100%
Polenergia Farma Wiatrowa Wodzisław sp. z o.o.
100%
Amon sp. z o.o.
100%
Dipol sp. z o.o.
100%
Talia sp. z o.o.
100%
Polenergia Farma Fotowoltaiczna Strzelino sp. z o.o.
100%
Polenergia Dystrybucja sp. z o.o.
100%
Polenergia eMobility sp. z o.o.
100%
Certyfikaty sp. z o.o.
100%
Polenergia Elektrownia Północ sp. z o.o.
100%
Inwestycje Rolne sp. z o.o.
100%
Polenergia H2HUB 1 sp. z o.o. in liquidation
100%
Polenergia H2HUB 2 sp. z o.o. in liquidation
100%
Polenergia H2HUB 3 sp. z o.o. in liquidation
100%
Polenergia H2HUB 4 sp. z o.o. in liquidation
100%
Polenergia H2HUB 5 sp. z o.o. in liquidation
100%
Polenergia Farma Wiatrowa 30 sp. z o.o.
100%
Polenergia Farma Wiatrowa 31 sp. z o.o.
100%
Polenergia Farma Wiatrowa 32 sp. z o.o.
100%
Polenergia Farma Wiatrowa 33 sp. z o.o.
100%
Polenergia Farma Wiatrowa 34 sp. z o.o.
100%
Polenergia Farma Wiatrowa 35 sp. z o.o.
100%
Polenergia Obrót S.A.
100%
Polenergia Energy Ukraine LLC
100%
Polenergia Obrót S.A. is the company's parent company.
MFW Bałtyk I sp. z o.o.
50%
MFW Bałtyk I S.A.
100%
MFW Bałtyk I sp. z o.o. is the company's parent company.
MFW Bałtyk II sp. z o.o.
50%
MFW Bałtyk III sp. z o.o.
50%
Polenergia Fotowoltaika S.A.
100%
Polenergia Pompy Ciepła sp. z o.o.
100%
Polenergia Fotowoltaika S.A. is the company's parent company.
Wind Farm Four SRL
100%
Eolian Areea SRL
20%
Eolian Efect SRL
20%
Eolian Express SRL
20%
Magnum Eolvolt SRL
20%
Eolian Spark SRL
20%
Spark Wind Energy SRL
20%
Harsh Wind SRL
20%
-
Consolidated income statement for a 3-month period ended on 31 March 2026
- INTERIM CONDENSED FINANCIAL STATEMENTS FOR A 3-MONTH PERIOD ENDED ON 31 MARCH 2026
INTERIM CONDENSED CONSOLIDATED BALANCE SHEET | ||
as at 31 March 2026 | ||
ASSETS | ||
31.03.2026 | 31.12.2025 | |
I. Non-current assets | 6 941 621 | 7 001 511 |
1. Tangible fixed assets | 3 157 914 | 3 265 761 |
2. Intangible assets | 11 618 | 9 220 |
3. Subordinated entities goodwill | 69 129 | 69 129 |
4. Financial assets | 627 306 | 595 794 |
5. Financial assets measured using the equity method | 3 033 558 | 3 007 035 |
6. Long term receivables | 1 422 | 3 929 |
7. Deferred income tax assets | 39 697 | 49 642 |
8. Prepayments and accrued income | 977 | 1 001 |
II. Current assets | 1 635 312 | 1 366 269 |
1. Inventories | 18 561 | 33 088 |
2. Trade receivables | 203 353 | 243 753 |
3. Income tax receivable | 7 841 | 4 010 |
4. Other short term receivables | 173 724 | 112 961 |
5. Prepayments and accrued income | 38 755 | 20 036 |
6. Short term financial assets | 184 447 | 77 960 |
7. Cash and equivalent | 1 008 631 | 874 461 |
Total assets | 8 576 933 | 8 367 780 |
EQUITY AND LIABILITIES | ||
31.03.2026 | 31.12.2025 | |
I. Shareholders' equity | 4 458 023 | 4 351 161 |
Equity attributable to the shareholders of the parent company | 4 458 023 | 4 351 161 |
1. Share capital | 154 438 | 154 438 |
2. Share premium account | 2 241 335 | 2 241 335 |
3. Reserve capital from option measurement | 13 207 | 13 207 |
4. Other capital reserves | 1 403 979 | 1 357 651 |
5. Retained profit (loss) | 584 621 | 709 189 |
6. Net profit (loss) | 60 443 | (124 568) |
7. F/X translation differences | - | (91) |
II. Long term liabilities | 3 308 483 | 3 348 255 |
1. Bank loans and borrowings | 1 986 263 | 1 999 260 |
2. Bond issue | 750 000 | 750 000 |
3. Deferred income tax provision | 92 030 | 96 875 |
4. Provisions | 142 256 | 142 183 |
5. Accruals and deferred income | 34 283 | 34 432 |
6. Lease liabilities | 233 972 | 234 112 |
7. Futures and forward contracts measurement | 13 965 | 920 |
8. Other liabilities | 55 714 | 90 473 |
III . Short term liabilities | 810 427 | 668 364 |
1. Bank loans and borrowings | 214 961 | 190 009 |
2. Bond issue | 24 255 | 11 100 |
3. Trade payables | 87 961 | 107 099 |
4. Income tax payable | 1 223 | 12 643 |
5. Lease liabilities | 30 031 | 30 311 |
6. Futures and forward contracts measurement | 159 062 | 58 229 |
7. Other liabilities | 193 526 | 165 648 |
8. Provisions | 8 022 | 8 759 |
9. Accruals and deferred income | 91 386 | 84 566 |
Total equity and liabilities | 8 576 933 | 8 367 780 |
Note | For 3 months 31.03.2026 | ended 31.03.2025 | |
Revenues from contracts with clients | 4.1 | 898 747 | 1 188 395 |
Other revenues | 4.1 | 26 133 | (875) |
Sales revenues | 4.1 | 924 880 | 1 187 520 |
Cost of goods sold | 4.2 | (785 350) | (1 014 124) |
Gross sales profit | 139 530 | 173 396 | |
Other operating revenues | 4.3 | 4 807 | 7 513 |
Selling expense | 4.2 | (7 437) | (14 117) |
General overheads | 4.2 | (52 455) | (47 961) |
Auction price settlement | (2 169) | (480) | |
Other operating expenses | 4.4 | (875) | (1 000) |
including expected credit loss | (422) | (99) | |
Financial income | 4.5 | 29 611 | 18 364 |
Financial costs | 4.6 | (62 218) | (72 363) |
Profit/Loss on assets consolidated by the equity method | 15 805 | (7 789) | |
Profit on loss of control over subsidiaries | 29 458 | - | |
Profit (loss) before tax | 94 057 | 55 563 | |
Income tax | 4.11 | (33 614) | (12 331) |
Net (loss) profit | 60 443 | 43 232 | |
- | |||
Net profit attributed to: | 60 443 | 43 232 | |
Parent company shareholders Non-controling shareholders | 60 443 - | 43 232 - | |
- basic earnings (loss) for period attributable to parent company shareholders | 0,78 | 0,56 | |
- diluted earnings (loss) for period attributable to parent company shareholders | 0,78 | 0,56 |
For 3 months ended
31.03.2026 | 31.03.2025 | |
Net profit (loss) for period | 60 443 | 43 232 |
Other comprehensive income that may be reclassified to profit and loss account once specific conditions are met | ||
Cash flow hedges | 46 328 | (23 592) |
F/X translation differences | 91 | (4) |
Share of other comprehensive income of equity accounted investments | (4 454) | - |
Other net comprehensive income | 41 965 | (23 596) |
COMPREHENSIVE INCOME FOR PERIOD | 102 408 | 19 636 |
Comprehensive income for period: | 102 408 | 19 636 |
Parent company shareholders | 102 408 | 19 636 |
Note
For 3 months ended
31.03.2026 31.03.2025
A.Cash flow from operating activities | ||
I.Profit (loss) before tax | 94 057 | 55 563 |
II.Total adjustments | 1 481 | 64 272 |
1.Depreciation | 44 554 | 44 546 |
2.Foreign exchange losses (gains) | (358) | - |
3.Interest, commissions and profit shares (dividends) | 23 278 | 17 193 |
4.Losses (gains) on investing activities | (54 210) | 8 011 |
5. Income tax | (42 557) | (62 150) |
6.Changes in provisions | 1 553 | 1 374 |
7.Changes in inventory | 1 905 | (326) |
8.Changes in receivables | (140 000) | 30 172 |
9.Changes in liabilities, excluding bank loans and borrowings | 181 258 | 31 666 |
10.Changes in accruals | (13 941) | (5 935) |
11. Other adjustments | (1) | (279) |
III .Net cash flows from operating activities (I+/-II) | 95 538 | 119 835 |
B.Cash flows from investing activities | ||
I. Cash in | 127 638 | 238 |
1. Disposal of intangibles and tangible fixed assets | 63 | 238 |
2. From financial asstes | 127 575 | - |
II.Cash out | 43 984 | 626 181 |
1. Acquisition of tangible fixed assets | 29 089 | 30 975 |
2. For financial asstes | 14 895 | 595 206 |
III .Net cash flows from investing activities (I-II) | 83 654 | (625 943) |
C.Cash flows from financing activities | ||
I.Cash in | 39 155 | 760 555 |
1.Loans and borrowings | 39 155 | 760 555 |
II.Cash out | 76 416 | 87 138 |
1.Repayment of loans and borrowings | 42 969 | 46 035 |
2.Lease payables | 9 161 | 16 803 |
3.Interest | 22 696 | 24 248 |
4.Other financial expenses | 1 590 | 52 |
III .Net cash flows from financing activities (I-II) | (37 261) | 673 417 |
D.Total net cash flows (A.III+/-B.III+/-C.III) | 141 931 | 167 309 |
E.Increase/decrease in cash in the balance sheet, including: | 141 932 | 167 309 |
- change in cash due to f/x differences 1 -
F.Cash at beginning of period | 1 397 697 | 1 489 005 |
G.Cash at end of period, including: | 1 539 629 | 1 656 314 |
- restricted cash 4.7 678 105 153 632
Polenergia S.A. Group
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for a 3-month period ended on 31 March 2026Share capital Share premium
account Reserve capital from option measurement Other capital reserves Retained profit Net (loss) profit F/X translattion differences Equity attributable to the shareholders of the parent company Total equityAs at 1 January 2026 | 154 438 | 2 241 335 | 13 207 | 1 357 651 | 709 189 | (124 568) | (91) | 4 351 161 | 4 351 161 |
Comprehensive income for reporting period | - | ||||||||
Net profit (loss) for reporting period | - | - | - | - | - | 60 443 | - | 60 443 | 60 443 |
Other comprehensive income for period | - | - | - | 46 328 | - | - | 91 | 46 419 | 46 419 |
Alocation of profit/loss | - | - | - | (124 568) | 124 568 | - | - | - | |
As at 31 March 2026 | 154 438 | 2 241 335 | 13 207 | 1 403 979 | 584 621 | 60 443 | - | 4 458 023 | 4 458 023 |
for a 3-month period ended on 31 March 2025 |
Share capital Share premium
account Reserve capital from option measurement Other capital reserves Retained profit Net (loss) profit F/X translattion differences Equity attributable to the shareholders of the parent company Total equityAs at January 2025 | 154 438 | 2 241 335 | 13 207 | 1 114 444 | 780 223 | - | (136) | 4 303 511 | 4 303 511 |
Comprehensive income for reporting period - Net profit (loss) for reporting period | - | - | - | - | - | 43 232 | - | 43 232 | 43 232 |
- Other comprehensive income for period | - | - | - | (23 592) | - | - | (4) | (23 596) | (23 596) |
As at 31 March 2025 | 154 438 | 2 241 335 | 13 207 | 1 090 852 | 780 223 | 43 232 | (140) | 4 323 147 | 4 323 147 |
29
Consolidated Quarterly Report for Q1 2026 ended on 31 March 2026 (PLN thousand)
-
Information on the rules applied in preparation of the interim condensed consolidated financial statements
-
The rules underlying the interim condensed consolidated financial statements
These interim condensed consolidated financial statements have been prepared in accordance with the International Accounting Standard 34 and cover a 3-month period commencing on 1 January and ending on 31 March 2026, as well as the comparable period since 1 January until 31 March 2025, and in the case of the balance sheet - as at 31 December 2025. In accordance with the applicable laws, these interim condensed consolidated financial statements for the 3-month period ended on 31 March 2026 and the comparative data for the 3-month period ended on 31 March 2025 have not been subject to a review by an independent auditor, while the comparative data for the financial year ended 31 December 2025 has been audited by an independent auditor.
These consolidated financial statements have been prepared in accordance with the historical cost method, except for the following material items in the balance sheet:
derivatives which have been measured at fair value.
IFRS include standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").
Some entities within the Group keep their own accounting books in line with the accounting policies (principles) set forth by the Accounting Act of 29 September 1994 (the "Act") as amended and rules issued based on such Act ("Polish Accounting Standards"). These consolidated financial statements include adjustments which have not been included in the Group entities' accounting books, in order to align the financial statements of such entities with the requirements of IFRS.
These interim condensed consolidated financial statements have been prepared on the assumption that the Company and the Group companies will continue as going concerns in the foreseeable future, that is for at least 12 months after the reporting date, i.e. 31 March 2026.
-
Rules applied in preparation of the financial statements
The accounting principles applied by the Group have been outlined in the consolidated financial statements of Polenergia Group for 2025 published on 11 March 2026. Said Financial Statements provided detailed information on the principles and methods of measuring assets and liabilities, as well as measuring the financial result, the method of preparing financial statements and gathering comparable data. Such principles have been applied on a consistent basis.
-
Functional and reporting currency
The functional currency of the parent company and other companies (except for the companies Polenergia Energy Ukraine LLC, which has no significant impact on the consolidated financial statements and MFW Bałtyk II Sp. z o.o. and MFW Bałtyk III Sp. z o.o.) included in these consolidated financial statements, as well as the reporting currency of these consolidated financial statements, is Polish Zloty.
The following exchange rates were used for measurement purposes:
31.03.2026
31.12.2025
31.03.2025
USD
3.7408
3.6016
3.8643
EUR
4.2894
4.2267
4.1839
GBP
4.9426
4.8399
5.0020
-
Seasonality and cyclical nature of operations
The Group has been operating in the business of electrical energy generation from renewable sources. Wind conditions which determine the electricity production in wind farms are unevenly distributed throughout the year. In autumn and winter they are significantly better than in spring and summer. The Group resolved to build wind farms in locations selected based on professional wind measurements confirmed by independent and reputable experts. However, there can be no assurance that the actual wind conditions will be no different than those used in the Group's models for specific investment projects. Likewise, for PV farms it is the sun exposure conditions, which also are unevenly distributed throughout the year, that determine the uneven distribution of the electricity generation by those farms. During the summer season, the sun exposure is significantly better than in winter.
-
The rules underlying the interim condensed consolidated financial statements
-
Adjusted EBITDA and Adjusted Net Profit
The Group presents data on its EBITDA, adjusted EBITDA and the adjusted net profit allocated to the parent company shareholders in order to present the Group's results to the exclusion of certain elements that have no impact on the core business of the Group and that lead to no cash flows in the reporting period. The Group presents data on its EBITDA, adjusted EBITDA and the adjusted net profit allocated to the parent company shareholders in order to present the Group's results to the exclusion of certain elements that have no impact on the core business of the Group and that lead to no cash flows in the reporting period.
EBITDA and Adjusted EBITDA For 3 months endedFor 3 months ended31.03.2026
31.03.2025
Profit (loss) before tax
94 057
55 563
Fianancial revenues
(29 611)
(18 364)
Financial costs
62 218
72 363
Depreciation/Amortization
44 555
44 546
(Profit)/Loss on assets consolidated by the equity method
(15 805)
7 789
Effect of the sale of subsidiary
(29 458)
-
EBITDA
125 956
161 897
Effect of the sale of subsidiary
29 458
-
Adjusted EBITDA
155 414
161 897
Adjusted net profit (loss) attributed to parent shareholders
31.03.2026
31.03.2025
NET (LOSS) PROFIT attributed to parent shareholders
60 443
43 232
Unrealized foreign exchange net (gains)/losses
(6 922)
8 667
(Income)/Cost from measurement of long-term borrowings
922
764
(Profit)/Loss on assets consolidated by the equity method
(15 805)
7 789
Effect of the sale of subsidiary
(23 861)
-
Purchase price allocation:
Depreciation/Amortization
66
66
Tax
(13)
(13)
Adjusted NET PROFIT attributed to parent shareholders
14 830
60 505
Neither the level of EBITDA, the adjusted EBITDA nor the adjusted net profit allocated to the parent company shareholders have been defined in IFRS, hence these figures may be derived differently by other entities. The Group defines EBITDA as profit before tax less the financial revenue plus financial expense plus depreciation plus impairment losses of non-financial fixed assets (including goodwill) less profit/loss on assets measured with equity method generated or incurred during construction period. Furthermore, the gain arising from the loss of control over a subsidiary was eliminated from EBITDA.
The Adjusted EBITDA index is determined by eliminating from EBITDA any impact of economic events not affecting the core business of the Group and having no connection with cash flows in the reporting period including, in particular:
Accounting for the purchase price as at the acquisition day (eliminating the profit recognized as at the acquisition day on account of formerly existing relations, elimination of cost/revenue on forward contract clearance recognized at fair value as at the acquisition day),
Operating result resulting from the change in the Group's strategy.
The Group defines Adjusted Net Profit attributable to shareholders of the parent as net profit clear of any effects of the following economic events:
Accounting for the purchase price as at the acquisition day (elimination of depreciation/amortization of adjustments made in connection with fair value measurement of acquired fixed assets, elimination of the profit recognized as at the acquisition day in connection with previously existing relations, elimination of cost/revenue on forward contract clearance recognized at fair value as at the acquisition day), including the effect of deferred tax on the above items),
Impairment losses on non-financial fixed assets, including goodwill
Net finance profit/loss related to measurement of borrowings using the amortized cost method (the spreading over time of historically incurred commissions on financing obtained),
Unrealized foreign exchange gains or losses (this item has not been included in the forecast),
Operating result resulting from the change in the Group's strategy,
Impact of income tax on the economic events listed above.
The result on assets measured through equity method generated during the construction period.
Definitions of the foregoing indices applied by other entities may be different from those used by the Group.
-
Operating segments
The Management Board identified the following operating segments which overlap with the reporting ones.
Onshore wind farms - development, construction and maintenance of facilities generating electrical energy from onshore wind,
Photovoltaics - development, construction and maintenance of facilities generating electrical energy using the solar radiation,
Offshore wind farms - development, construction and maintenance of facilities generating electrical energy from wind at sea,
Gas and clean fuels - development, construction and maintenance of facilities generating electrical energy in gas co-generation and development work in the manufacture of hydrogen and generation of energy from hydrogen based on the renewable sources originating energy,
Trading and sales - commercial business in terms of trading in electricity and certificates of origin, other energy market instruments, as well as sale of electricity to industrial customers and individual end users, provision of market access services to energy generators using renewable energy sources, as well as sale and assembly of solar panels and heat pumps,
Distribution and eMobility - provision of electrical energy and gas distribution and sale services to commercial, industrial and household customers, as well as the development of e-mobility.
The Management Board has been separately monitoring the operating performance of the segments in order to make decisions regarding allocation of resources, evaluation of the effects of such allocation and the operating performance. Such evaluation is based on the EBITDA result and gross sale profit or loss. Income tax is monitored at the Group level and is not allocated to operating segments. Company's cash is disclosed under Unallocated Assets.
Transaction prices used in transactions between the operating segments are determined on an arm's length basis, similarly to the transactions with non-related parties. Any and all consolidation adjustments are allocated to individual segments.
For 3 months ended 31.03.2026
RES Generation
On shore wind
farms Photovoltaics
Off shore wind farms
Gas and Clean Fuels
Trading and sales
Distribution and eMobility
Unallocated
Purchase price allocation
Total
Revenues from contracts with clients
137 589
7 262
-
36 463
651 853
56 985
8 595
-
898 747
Other revenues
-
-
-
-
26 133
-
-
-
26 133
Total revenues
137 589
7 262
-
36 463
677 986
56 985
8 595
-
924 880
Net sales profit (loss)
76 655
1 466
-
4 709
45 506
9 953
1 307
(66)
139 530
Selling costs
-
-
-
-
(7 437)
-
-
-
(7 437)
General overheads
(3 429)
(1 213)
-
(487)
(18 985)
(2 852)
(25 489)
-
(52 455)
Interest income/(expense)
(11 827)
(3 081)
-
51
(615)
(1 458)
(21 893)
-
(38 823)
Other financial revenue/(expense)
(2 932)
(806)
-
(66)
(493)
(248)
10 762
-
6 217
Other operating revenue/(expense)
430
(53)
-
(124)
1 203
78
229
-
1 763
Profit/Loss on assets consolidated by the equity method
-
-
15 805
-
-
-
-
-
15 805
Profit on loss of control over subsidiaries
-
-
-
-
-
-
29 458
-
29 458
Profit/loss before tax
58 897
(3 687)
15 805
4 083
19 179
5 473
(5 626)
(66)
94 058
Income tax
-
-
-
-
-
-
(33 614)
-
(33 614)
Net profit/loss
-
-
-
-
-
-
-
-
60 444
EBITDA **)
106 033
3 346
-
4 995
22 292
10 524
(21 234)
125 956
Segment assets
3 262 572
497 339
2 946 115
4 980
570 572
362 384
932 971
-
8 576 933
Segment liabilities
1 570 231
275 544
-
2 301
424 167
195 280
1 651 387
-
4 118 910
Depreciation/Amortization
32 377
3 145
-
896
2 004
3 346
2 720
66
44 554
*) EBITDA - definition in Note 2
34
Consolidated Quarterly Report for Q1 2026 ended on 31 March 2026 (PLN thousand)
RES Generation
For 3 months ended 31.03.2025
On shore wind farms
Photovoltaics
Off shore wind farms
Gas and Clean Trading and sales Distribution and Fuels eMobility
Unallocated
Purchase price allocation
Total
Revenues from contracts with clients
164 354
4 976
-
21 668
935 968
54 733
6 696
-
1 188 395
Other revenues
-
-
-
-
(875)
-
-
-
(875)
Total revenues
164 354
4 976
-
21 668
935 093
54 733
6 696
-
1 187 520
Net sales profit (loss)
102 434
1 214
-
792
54 200
13 491
1 331
(66)
173 396
Selling costs
-
-
-
-
(14 117)
-
-
-
(14 117)
General overheads
(2 669)
(296)
-
(1 304)
(23 020)
(2 846)
(17 826)
-
(47 961)
Interest income/(expense)
(11 471)
(1 808)
-
216
(427)
(1 661)
(18 923)
-
(34 074)
Other financial revenue/(expense)
(2 863)
(459)
-
(55)
(912)
(204)
(15 432)
-
(19 925)
Other operating revenue/(expense)
5 056
89
-
(364)
1 291
(52)
13
-
6 033
Profit/Loss on assets consolidated by the equity method
-
-
(7 789)
-
-
-
-
-
(7 789)
Profit/loss before tax
90 487
(1 260)
(7 789)
(715)
17 015
8 728
(50 837)
(66)
55 563
Income tax
-
-
-
-
-
-
(12 315)
(16)
(12 331)
Net profit/loss
-
-
-
-
-
-
-
-
43 232
EBITDA *)
137 080
3 140
-
1 695
21 199
13 281
(14 498)
-
161 897
Segment assets
3 095 843
483 584
2 291 595
187 357
561 412
327 842
1 306 231
-
8 253 864
Segment liabilities
1 506 077
259 044
-
37 786
339 246
167 583
1 620 981
-
3 930 717
Depreciation/Amortization
32 259
2 132
-
2 571
2 844
2 688
1 986
66
44 546
*) EBITDA - definition in Note 2
For 3 months ended 31.03.2026
RES Generation
On shore wind Photovoltaics farms
Gas and Clean Fuels
Trading and sales
Distribution and eMobility
Unallocated
Total
- revenue from sale and distribution of electricity
over time
129 659
7 260
28 349
367 354
54 950
-
587 572
- revenue from certificates of orgin
over time
7 926
-
-
1 066
-
-
8 992
- revenue from sale of heat
point in time
-
-
4 274
-
-
-
4 274
- revenue from consulting and advisory services
over time
-
-
-
-
-
8 198
8 198
- revenue from lease and operator services
over time
-
-
-
-
489
-
489
- revenue from sale and distribution of gas
over time
-
-
-
262 366
-
-
262 366
- revenue from sale of merchandise
point in time
-
-
-
-
79
-
79
- revenue from lease
over time
4
1
-
-
-
274
279
- revenue from the capacity market and blackstart services
point in time
-
-
3 838
-
-
-
3 838
- revenue from the solar panels and heat pomps instalation
over time
-
-
-
16 281
-
-
16 281
- revenue from charging services
over time
-
-
-
-
1 431
-
1 431
- other
over time
-
1
2
4 786
36
123
4 948
Total revenue from clients
137 589
7 262
36 463
651 853
56 985
8 595
898 747
- revenues from the valuation of futures contracts
over time
-
-
-
611
-
-
611
- revenues from CO2 emission allowances
point in time
-
-
-
25 522
-
-
25 522
Total other revenue
-
-
-
26 133
-
-
26 133
Total sales revenue
137 589
7 262
36 463
677 986
56 985
8 595
924 880
For 3 months ended 31.03.2025
RES Generation
On shore wind Photovoltaics farms
Gas and Clean Fuels
Trading and sales
Distribution and eMobility
Unallocated
Total
- revenue from sale and distribution of electricity
over time
154 595
4 973
4 923
471 411
51 334
-
687 236
- revenue from certificates of orgin
over time
9 754
-
-
6 980
-
-
16 734
- revenue from sale of heat
point in time
-
-
11 035
-
-
-
11 035
- revenue from consulting and advisory services
over time
-
-
-
-
-
6 431
6 431
- revenue from lease and operator services
over time
-
-
-
-
477
-
477
- revenue from sale and distribution of gas
over time
-
-
-
411 116
1 741
-
412 857
- revenue from sale of merchandise
point in time
-
-
-
-
157
-
157
- revenue from lease
over time
4
1
-
-
-
231
236
- revenue from the capacity market and blackstart services
point in time
-
-
5 707
-
-
-
5 707
- revenue from the solar panels and heat pomps instalation
over time
-
-
-
36 770
-
-
36 770
- revenue from charging services
over time
-
-
-
-
841
-
841
- other
over time
1
2
3
9 691
183
34
9 914
Total revenue from clients
164 354
4 976
21 668
935 968
54 733
6 696
1 188 395
- revenues from the valuation of futures contracts
over time
-
-
-
(875)
-
-
(875)
- revenues from CO2 emission allowances
point in time
-
-
-
-
-
-
-
Total other revenue
-
-
-
(875)
-
-
(875)
Total sales revenue
164 354
4 976
21 668
935 093
54 733
6 696
1 187 520
-
Other notes
-
Sales revenue
For 3 months ended
31.03.2026
31.03.2025
- revenue from sale and distribution of electricity
587 572
687 236
- revenue from certificates of orgin
8 992
16 734
- revenue from sale of heat
4 274
11 035
- revenue from consulting and advisory services
8 198
6 431
- revenue from lease and operator services
489
477
- revenue from sale and distribution of gas
262 366
412 857
- revenue from sale of merchandise
79
157
- revenue from lease
279
236
- revenue from the capacity market and blackstart services
3 838
5 707
- revenue from the solar panels and heat pomps instalation
16 281
36 770
- revenue from charging services
1 431
841
- other
4 948
9 914
Total revenue from clients
898 747
1 188 395
- revenues from the valuation of futures contracts
611
(875)
- revenues from CO2 emission allowances
25 522
-
Total other revenue
26 133
(875)
Total sales revenue
924 880
1 187 520
-
Cost according to type
For 3 months ended
31.03.2026
31.03.2025
- depreciation
44 555
44 546
- materials and power consumption
11 899
22 844
- third party services
46 220
49 418
- taxes, duties and fees
7 913
8 397
- salaries
30 891
31 708
- social security and other benefits
5 957
5 559
- other cost by type
733
1 064
Total cost by type
148 168
163 536
- marchandise and materials sold (+)
695 075
910 155
- selling certificates of orgin
7 926
9 755
- income from granted certificates of orgin
(5 927)
(7 244)
- selling expenses (-)
(7 437)
(14 117)
- general overheads (-)
(52 455)
(47 961)
Total cost of goods sold
785 350
1 014 124
38
Consolidated Quarterly Report for Q1 2026 ended on 31 March 2026 (PLN thousand)
-
Other operating revenues
For 3 months ended
31.03.2026
31.03.2025
- reversal of impairment losses, including:
1 726
5 578
- expected credit loss
-
2 969
- inventory remeasured impairment losses
1 726
2 609
- other, including:
3 081
1 935
- compensation and additional payments
869
402
- grant settelment
909
804
- revenue fromlease of non-current fixed assets
51
67
- gains on disposal of non financial fixed assets
64
72
- reinvoicing
27
91
- other
1 161
499
Total other operating revenues
4 807
7 513
-
Other operating expenses
For 3 months ended
31.03.2026
31.03.2025
- asset impairment losses, including:
422
99
- expected credit loss
422
99
- other, including:
453
901
- penalties, fines compensation payable
-
2
- donation
179
90
- loss on disposal of non-financial fixed assets
-
10
- complaints,compensation
31
118
- other
243
681
Total other operating costs
875
1 000
-
Financial income
For 3 months ended
31.03.2026
31.03.2025
- financial income from interest on deposit and loans
12 499
12 950
- f/x differences, including:
8 303
247
- unrealized
8 546
115
- realized
(243)
132
- other surety - related fees
8 725
5 123
- other
84
44
Total financial revenue
29 611
18 364
-
Financial expenses
For 3 months ended
31.03.2026
31.03.2025
- interest expenses
51 322
47 024
- f/x differences, including:
81
18 996
- unrealized
-
10 815
- realized
81
8 181
- commission an other fees
2 525
3 684
- financial costs due to discounting
1 516
1 434
- write-down of financial assets
110
-
- measurement of financial liabilities *)
1 138
943
- cost of sureties and guarantees
5 318
-
- cost of obtaining financing
14
-
- other
194
282
Total financial cost
62 218
72 363
*) refers to bank loans measured at amortized cost
-
Cash flows
Restricted cash
For 3 months
31.03.2026
ended
31.03.2025
- cash frozen for loan repayment
93 559
108 102
- cash frozen in Escrow account
530 998
-
- frozen cash for deposit
37 238
34 640
- frozen cash - split payment
15 838
10 678
- frozen cash - social benefit fund
472
212
Total
678 105
153 632
-
Goodwill
As at 31 March 2026, the goodwill amounts to PLN 69 million and includes the following segments and cash generating centers:
PLN 25 million - distribution - including the company Polenergia Dystrybucja;
PLN 44 million - trading and sales - including the company Polenergia Obrót;
- Fair value of futures and forward contracts
-
Sales revenue
For 3 months ended
In the context of the operations of the subsidiary Polenergia Obrót S.A., the Group classifies futures and forward contracts to buy or sell electricity as derivatives, in line with IFRS 9 - Financial Instruments. Accordingly, such contracts are measured at fair value, with changes in fair value recognized under the profit and loss account. Gains or losses on the measurement of contracts are disclosed on a net basis under revenue. Measurement is performed with respect to the outstanding part of the contracts broken down into a current portion to be completed within 12 months from the reporting date, and a long term portion to be completed in subsequent years.
The table below includes information on financial assets and liabilities related to forward contracts measurement that the Group measures at fair value and classifies at specific levels of the fair value hierarchy:
Level 2 - assets and liabilities measurement inputs other than quoted market prices included under Level 1 that are observable for the variables from active markets,
Level 2: Fair value is determined on the basis of other directly or indirectly observable data (in the case of products for a duration of less than one month, the determination of the price is made mainly by
