Polenergia S.a.GPW: PEP

Consolidated quarterly report for 3q 2025

· Issued by Polenergia S.a.

In case of divergence between the language version, the Polish version shall prevail

Polenergia S.A. Group

CONSOLIDATED QUARTERLY REPORT FOR THE THIRD QUARTER OF 2025

Adam 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

Łukasz Buczyński - Member of the Management

Board

Warsaw, 20 November 2025

Contents

  1. INTRODUCTION TO THE CONSOLIDATED QUARTERLY REPORT 4

    1. Consolidated profit and loss account for a 9-month period ended 30 September 2025 5

    2. Detailed commentary regarding financial performance for the 9-month period ended 30

      September 2025 and other significant information on the Group's standing 7

    3. Organizational structure of the Group 28

  2. INTERIM CONDENSED FINANCIAL STATEMENTS FOR A 9-MONTH PERIOD ENDED 30 SEPTEMBER 2025 30
    1. Information on the rules applied in preparation of the interim condensed consolidated financial statements 36
      1. The rules underlying the interim condensed consolidated financial statements 36
      2. Rules applied in preparation of the financial statements 36
      3. Functional and reporting currency 36
      4. Seasonality and cyclical nature of operations 36
    2. Adjusted EBITDA and Adjusted Net Profit 37
    3. Operating segments 38
    4. Other notes 44
      1. Sales revenue 44
      2. Cost according to type 44
      3. Other operating revenues 45
      4. Other operating expenses 45
      5. Financial income 45
      6. Financial expenses 45
      7. Cash flows 46
      8. Goodwill 46
      9. Fair value of futures and forward contracts 46
      10. trade creditors and other receivables 49
      11. Effective tax rate 50
      12. Changes in provisions 50
    5. Interest bearing bank loans and borrowings 50
    6. Information on the issue, redemption and repayment of debentures and equity securities 51
    7. Information on dividend distributed (or declared) in total and per share, broken down into ordinary and preferred shares 52
    8. Information on changes in contingent liabilities or contingent assets that occurred since the end of the last financial year 52
    9. Proceedings pending before common courts of law, arbitration courts or public administration authorities, with respect to liabilities or receivables of the issuer or an Issuer's subsidiary 54
    10. Other information that, in the Issuer's opinion, is 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. 56
    11. Identification of factors that, in the opinion of the Issuer, will impact its performance in the perspective of at least the immediately following quarter 56
    12. Liquidity risk 57
    13. Information on significant transactions with associates 57
    14. Identification of event which occurred following the day of preparation of the quarterly condensed financial statements and not included in such financial statements however potentially significantly impacting the future financial performance of the Issuer 58
  3. OTHER INFORMATION PERTAINING TO THE CONSOLIDATED QUARTERLY REPORT 59
    1. 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 the Issuer's development prospects at least during the forthcoming financial year 60
    2. Concise outline of significant achievements or failures of the issuer in the reporting period including a list of related major events 61
    3. 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 61
    4. Description of factors and events, in particular those of non-typical nature, of significant impact on the financial performance achieved 61
    5. Identification of shareholders holding, directly or indirectly through subsidiaries, at least 5% of the total number of votes at the general meeting of shareholders of the Issuer as at the day of delivery of the quarterly report, including the specification of the number of shares held by such companies, their percentage share in the share capital, number of votes attaching to them and their percentage share in the total number of votes at the general meeting, as well as identification of changes in the ownership structure of substantial share interest of the Issuer in the period since the delivery of the most recent past quarterly report 62
    6. Identification of effects of changes in the entity's structure, including changes resulting from mergers, acquisitions or disposals of the group entities, long-term investments, splits, restructuring or discontinuation of operations 62
  4. QUARTERLY FINANCIAL INFORMATION OF THE COMPANY POLENERGIA S.A. 63
  1. ‌INTRODUCTION TO THE CONSOLIDATED QUARTERLY REPORT
    1. ‌Consolidated profit and loss account for a 9-month period ended 30 September 2025

      Within the nine-month period ended on 30 September 2025, the results of the Polenergia Group (the

      "Group") in terms of the EBITDA and the adjusted net profit amounted to PLN 402.1 million and PLN

      54.7 million, respectively, which means a year on year drop of the result by PLN 142.8 million and PLN

      242.2 million, respectively.

      Polenergia Group Income Statement (PLN m) 9M 2025 9M 2024 Difference YOY Difference

      YOY [%]

      Q3 2025 Q3 2024 Difference

      YOY

      Difference YOY [%]

      Sales revenues, including:

      3 232,0

      3 016,3

      215,7

      7%

      915,4

      911,5

      3,9

      0%

      trading and sales segment

      2 527,4

      2 154,7

      372,7

      697,9

      665,9

      32,0

      other

      704,6

      861,6

      (157,0)

      217,5

      245,6

      (28,1)

      Cost of goods sold, including:

      (2 792,9)

      (2 387,0)

      (405,9)

      17%

      (796,5)

      (736,9)

      (59,6)

      8%

      trading and sales segment

      (2 387,5)

      (1 963,6)

      (424,0)

      (657,5)

      (596,8)

      (60,7)

      other

      (405,3)

      (423,5)

      18,1

      (139,0)

      (140,1)

      1,1

      Gross profit on sales

      439,1

      629,3

      (190,2)

      -30%

      118,9

      174,6

      (55,8)

      -32%

      Selling expenses and general overheads

      (204,0)

      (206,6)

      2,7

      (78,7)

      (68,7)

      (10,0)

      Other operating revenue/expense

      (69,3)

      (7,9)

      (61,4)

      (2,9)

      0,9

      (3,8)

      Auction price settlement

      2,2

      (0,2)

      2,4

      0,3

      (0,3)

      0,6

      A

      Operating profit (EBIT)

      168,1

      414,5

      (246,4)

      -59%

      37,6

      106,6

      (68,9)

      -65%

      Depreciation/Amortization

      136,3

      130,4

      6,0

      46,1

      43,7

      2,4

      Impairment losses

      97,6

      -

      97,6

      5,4

      -

      5,4

      EBITDA

      402,1

      544,9

      (142,8)

      -26%

      89,2

      150,3

      (61,1)

      -41%

      B

      Financial income

      46,2

      36,8

      9,4

      13,5

      10,8

      2,6

      C

      Financial costs

      (201,5)

      (81,1)

      (120,4)

      (51,5)

      (22,9)

      (28,5)

      D

      Profit/Loss on assets consolidated by the equity method

      (5,4)

      -

      (5,4)

      (1,7)

      -

      (1,7)

      A+B+C+D

      Gross profit (loss)

      7,5

      370,3

      (362,8)

      -98%

      (2,0)

      94,5

      (96,5)

      -102%

      Income tax

      (58,6)

      (76,2)

      17,7

      -23%

      (9,3)

      (20,8)

      11,5

      -55%

      Net profit (loss)

      (51,1)

      294,0

      (345,1)

      -117%

      (11,3)

      73,7

      (85,0)

      -115%

      Normalizing adjustments:

      Purchase price allocation (PPA)

      0,2

      0,2

      -

      0,1

      0,1

      -

      Foreign exchange differences

      0,2

      0,5

      (0,3)

      (3,0)

      0,1

      (3,0)

      Loan valuation using the amortized cost method

      2,5

      2,2

      0,2

      0,7

      0,7

      0,0

      Impairment losses **

      97,6

      -

      97,6

      5,4

      -

      5,4

      Profit/Loss on assets consolidated by the equity method

      5,4

      -

      5,4

      1,7

      -

      1,7

      Adjusted net profit (loss)*

      54,7

      296,9

      (242,2)

      -82%

      (6,4)

      74,5

      (80,9)

      -109%

      EBITDA

      402,1

      544,9

      (142,8)

      -26%

      89,2

      150,3

      (61,1)

      -41%

      EBITDA Margin

      12,4%

      18,1%

      -5,6%

      9,7%

      16,5%

      -6,7%

      EBITDA (excl. trading segment)

      357,3

      490,3

      (133,0)

      -27%

      81,7

      124,9

      (43,3)

      -35%

      EBITDA margin (excl. trading segment)

      50,7%

      56,9%

      -6,2%

      37,6%

      50,9%

      -13,3%

      *) Adjusted for non-monetary one-off revenue (cost) recognized in a given financial year

      **) Reversal of the impairment losses connected with projects development and goodwill

      The sales revenues of Polenergia Group for three quarters of 2025 were higher by PLN 215.7 million year on year, mainly due to higher revenues in the trading and sales segment (by PLN 372.7 million), partly offset by lower revenues in the onshore wind farm segment (by PLN 155.7 million) and the gas and clean fuels segment (by PLN 31.3 million).

      EBITDA in the period under review amounted to PLN 402.1 million and was lower by PLN 142.8 million compared to the result in the corresponding period of the preceding year, mainly due to a reduced result in the onshore wind farm segment (by PLN 119.5 million), which is mainly a consequence of lower sales price of electricity and green certificates and poorer wind conditions in the first quarter of 2025. A lower EBITDA result compared to the result in the corresponding period of the preceding year was also recorded in the unallocated segment (by PLN 21.6 million), mainly due to one-off expenses related to the completion of the process of procuring financing and reaching the Final Investment Decision for the Bałtyk II and Bałtyk III offshore wind farm projects, as well as an upscale of business in the trading and sales segments (by PLN 9.8 million) and in distribution (by PLN 3.4 million). These effects were partly offset by an increase in EBITDA in the photovoltaic farm segment (by PLN 12.8 million) as a result of the bringing of the Szprotawa I and Szprotawa II photovoltaic farms into operation in the second quarter of 2025 and higher average electricity sales prices.

      In the third quarter of 2025 sales revenues of the Polenergia Group increased by PLN 3.9 million compared to the corresponding period of the preceding year, which was mainly impacted by higher revenues in the trading and sales segment (by PLN 32.0 million) partly offset by lower revenues in the onshore wind farm segment (by PLN 27.2 million).

      The EBITDA result of the Group in the third quarter of 2025 alone amounted to PLN 89.2 million and was lower by PLN 61.1 million relative to the corresponding period of the preceding year. This was mainly due to a lower EBITDA result in the wind farm segment, reduced by PLN 30.9 million compared to the corresponding period of 2024. This drop was mainly due to lower sales prices of electricity and green certificates, although this impact was partly offset by slightly better windiness conditions compared to the corresponding period of the preceding year. A lower result was also recorded in the trading and sales segment (by PLN 17.9 million), mainly due to lower results on electricity trading from RES assets and losses on short-term optimization. Lower EBITDA compared to the corresponding period of the preceding year was also recorded in the unallocated segment (by PLN 15.2 million), mainly due to one-off expenses related to the finalization of the process of obtaining financing and the final investment decision for the Bałtyk 2 and 3 projects, and in the gas and clean fuels segment (by PLN 4.4 million). The above effects were partly offset by an increase in EBITDA in the photovoltaic farm segment by PLN 7 million compared to the corresponding period of the preceding year. The main drivers of the improved performance included the commissioning of the Szprotawa I and Szprotawa II PV farms in the second quarter of 2025 and higher average electricity sales prices.

      The adjusted net profit of the Group in the nine-month period ended 30 September 2025 amounted to PLN 54.7 million marking a drop by PLN 242.2 million relative to the corresponding period of the preceding year. In the second quarter of 2025 alone, the adjusted net profit reached PLN -6.4 million, a year-on-year drop of PLN 80.9 million. The main factors contributing to the drop in the level of the adjusted net profit include the adverse impacts affecting the EBITDA result, as described above, as well as higher financing costs resulting from interest on green bonds issued and financing obtained from the National Recovery Plan (KPO). Those funds have been allocated to pay for the equity contribution in the Bałtyk II and Bałtyk III offshore wind farm projects. In addition, the result was impacted by higher commission expenses mainly related to the conclusion of hedging transactions under the Deal Contingent Hedge formula, the purpose of which was to mitigate the risk of interest rate volatility in the projects implemented by the companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. The conclusion of the aforementioned hedging transactions allowed the Company to significantly reduce the level of additional equity contributions to the implemented offshore wind farm projects, with the ensuing benefits by far exceeding the related transaction costs incurred. The drop in adjusted net profit was partly offset by lower income tax in the reporting period. Net profit was also adversely affected by impairment losses on non-financial non-current assets at Polenergia Fotowoltaika S.A. (PLN 71 million), H2HUB Nowa Sarzyna sp. z o.o. (PLN 21 million), and H2Silesia sp. z o.o. (PLN 5.4 million). The impairment loss at Polenergia Fotowoltaika S.A. resulted from the slowdown in the prosumer market and the failure to achieve sales targets. With regard to Polenergia H2HUB Nowa Sarzyna sp. z o.o., the decision made is related to the Company's review of strategic options in the area of hydrogen business. It is the outcome of the current assessment of the dynamics of the green hydrogen market and the project's investment risk profile. An impairment loss on H2Silesia was recognized following a decision by Bank Gospodarstwa Krajowego not to sign the agreement to provide grant funding for the project under the National Recovery Plan.

      The lower income tax level in 2025 resulted from the Group's lower profit before tax, whereas the higher effective tax rate was driven by higher non-tax-deductible finance costs and the lack of recognition of a deferred tax asset for tax losses in certain subsidiaries.

    2. ‌Detailed commentary regarding financial performance for the 9-month period ended 30 September 2025 and other significant information on the Group's standing. Polenergia Group Results (PLN m ) Onshore Wind Power Photovoltaics Gas and Clean Fuel Trading Distribution Unallocated TOTAL

      EBITDA 9M 2025

      354.0

      29.5

      4.5

      44.8

      35.6

      (66.4)

      402.1

      EBITDA 9M 2024

      473.6

      16.7

      5.8

      54.6

      39.1

      (44.8)

      544.9

      Difference:

      (119.5)

      12.8

      (1.3)

      (9.8)

      (3.4)

      (21.6)

      (142.8)

      In the first three quarters of 2025, the wind farm segment yielded the EBITDA result that was lower by PLN 119.5 million year on year. This drop was primarily a consequence of lower sales prices of electricity and green certificates, as well as poorer windiness in the first quarter of 2025. The negative impact of these factors was partly offset by higher other operating revenues resulting from compensation received by the Amon and Talia wind farm projects following the settlement with the Tauron Group. In the third quarter of 2025, the wind farm segment yielded the EBITDA result which was lower by PLN 30.9 million relative to the corresponding period of 2024. This drop was mainly due to lower sales prices of electricity and green certificates, although this impact was partly offset by slightly better windiness conditions compared to the corresponding period of the preceding year.

      The gas and clean fuels segment recorded a decrease in profit of PLN 1.3 million in the first three quarters of 2025 compared to the corresponding period of the preceding year, while EBITDA in the third quarter of 2025 was lower by PLN 4.4 million compared to the result achieved in the third quarter of 2024. The decline is mainly due to lower results on system services and electricity sales, significantly offset by higher results on heat sales and lower fixed costs. Additionally, the financial result was adversely affected by the recognition of costs associated with the withdrawal of the H2HUB Nowa Sarzyna project from the tender procedure for the supply of hydrogen to MPK Rzeszów, as well as by the commencement of recognizing the operating costs of H2HUB Nowa Sarzyna sp. z o.o. in the income statement. This change is a consequence of the recognition, in the second quarter of 2025, of an impairment loss on the value of the company's non-financial non-current assets in an amount equal to the project expenditures incurred to date, thereby precluding further capitalization of costs.

      The trading and sales segment in the three quarters of 2025 experienced a drop of the EBITDA result by PLN 9.8 million relative to the corresponding period of the preceding year. The drop was driven by:

      (i) lower result on electricity trading from RES assets due to losses on short-term optimization, the lack of a contract with the Amon and Talia wind farms in connection with the entry into force of the PPA agreement with the Tauron Group, and higher balancing costs, (ii) lower result under the contract with ENS given the non-renewal for 2025 of the contract for the sale of gas for heat generation, (iii) lower result on the RES aggregation line due to fewer contracts serviced, (iv) lower result on trading in certificates from the Group's own wind farms mainly related to the drop in the market price of green certificates. This drop in the three quarters of 2025 was partly offset by: i) better result in other prosumer energy business resulting mainly from the remeasurement of the prefinancing provision and the adjustment of the inventory impairment loss, ii) better result on electricity sales resulting from the lower negative impact of the electricity price freeze.

      In the third quarter of 2025 alone, the trading and sales segment reported a drop of its EBITDA result by PLN 17.9 million relative to the result in the corresponding period of the preceding year. The drop was driven by: (i) lower result on electricity trading from RES assets due to on, the lack of a contract with the Amon and Talia wind farms in connection with the entry into force of the PPA agreement with the Tauron Group and the loss on the short-term optimization, (ii) lower result under the contract with ENS given the non-renewal for 2025 of the contract for the sale of gas for heat generation, (iii) lower result on Prop Trading attributable to low market volatility, (iv) lower result to other operations in prosumer energy sector resulting from lower sales volume of solar panels and heat pumps, The decline

      in earnings in the third quarter of 2025 was partly offset by: (i) better result on electricity sales resulting from lower adverse impact of the electricity price freeze, (ii) better result on the sale of green certificates.

      The EBITDA result of the distribution segment as at the end the third quarter of 2025 was lower than that in the corresponding period of the preceding year by PLN 3.4 million, while in the third quarter alone, the EBITDA result of the distribution segment was higher by PLN 0.2 million compared to the corresponding period of the preceding year. The decline is mainly a consequence of a lower margin on energy sales in 2025, which was a result of higher energy purchase prices relative to the same period of 2024 and lower selling prices, as well as higher operating expenses related to the upscaling of operations. The lower result was partly offset by higher distribution margin following the tariff update at the end of 2024 and higher margin on additional services.

      The EBITDA result of the photovoltaic farms in the first three quarters of 2025 was higher by PLN 12.8 million compared to the corresponding period of the preceding year. In the third quarter of 2025 alone, EBITDA increased by PLN 7 million year-on-year. The main drivers of the improved performance included the commissioning of the Szprotawa I and Szprotawa II PV farms in the second quarter of 2025 and higher average electricity sales prices, partly secured through cPPAs and auctions. The positive volume and price effect was partly offset by higher operating costs associated with the commencement of operation by said plants.

      The result in the unallocated segment in the period since January until September 2025 was lower by PLN 21.6 million relative to the corresponding period of 2024 (in the third quarter alone it was lower by PLN 15.2 million). The change in EBITDA in 2025 is mainly due to higher operating costs (third-party services and payroll costs) at Headquarters resulting from the upscaling of operations, as well as one-off expenses totaling approximately PLN 14.9 million related to the finalization of the process of obtaining financing and reaching the final investment decision for the Bałtyk II and Bałtyk III offshore wind farm projects.

      The result on financing activities in the period January - September 2025 was lower than the result in the corresponding period of the preceding year by PLN 111 million (in the third quarter alone it was lower by PLN 25.9 million), which was mainly influenced by higher interest expenses (by PLN 88.4 million in the period January - September and by PLN 30.0 million in the third quarter alone) - mainly due to the green bonds issued and the KPO financing raised aimed at covering the equity contribution required for the implementation of the Bałtyk II and Bałtyk III offshore wind farm projects. In addition, compared to the corresponding period of the preceding year, higher commission expenses were incurred (by PLN 31.1 million in the period January - September, in the third quarter alone cost savings of PLN 4.4 million) which is mainly a consequence of concluding hedging transactions under the Deal Contingent Hedge formula (PLN 30.8 million) aimed at mitigating the risk of interest rate volatility in the Bałtyk II and Bałtyk III offshore wind farm projects. The conclusion of the aforementioned hedging transactions allowed the Company to significantly reduce the level of additional equity contributions to the implemented offshore wind farm projects, with the ensuing benefits by far exceeding the related transaction costs incurred. In addition, the change in the result on financing activities compared to the corresponding period of the preceding year was also significantly influenced by the result on foreign exchange differences. The above effects were partly offset by higher interest income from deposits and sureties, as well as the result on derivative transactions. In addition, in 2025, the Group recognized the result on equity method asset measurement. In the period since January until September 2025, this result was PLN -5.4 million, while in the third quarter of 2025 alone it was -1.7 million.

      In addition, the Company recognized impairment charges on non-financial fixed assets made with respect to the companies Polenergia Fotowoltaika S.A. in the amount of PLN 71 million; H2HUB Nowa Sarzyna sp. z o.o. in the amount of PLN 21 million and H2Silesia in the amount of PLN 5.4 million. With regard to Polenergia Fotowoltaika S.A., the decision is a consequence of the market situation of the prosumer market and the prospects for further development of the industry, resulting in a clear failure

      by the company to meet its sales targets in the second quarter of 2025. Recently, there has been a significant slowdown in the market with respect to sales of solutions dedicated to prosumers, which has significantly reduced the profitability of the business. With regard to Polenergia H2HUB Nowa Sarzyna sp. z o.o., the decision made is related to the Company's review of strategic options in the area of hydrogen business. It is the outcome of the current assessment of the dynamics of the green hydrogen market and the project's investment risk profile. The impairment charge on H2Silesia was recognized following a decision by Bank Gospodarstwa Krajowego not to sign the agreement to provide grant funding for the project under the National Recovery Plan.

      The lower income tax level in 2025 results from the lower income of the Group before tax. The higher effective tax rate in 2025 compared to the corresponding period of the preceding year is due to higher non-tax financial expenses in the Group and the absence of the establishment of the tax loss asset in certain companies.

      The impact of the war in Ukraine and the energy market conditions on the Company's business

      In 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 until the end of September 2025 brought no battlefield results, neither has it brought the parties any closer to a ceasefire. 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, the most important factors influencing natural gas prices are issues related to the direction of US policy and its impact on the global economy, as well as weather conditions. These factors cause high volatility in the markets which is reflected, among others, in the prices of raw materials, including natural gas.

      During the third quarter of 2025, natural gas market prices kept falling steadily due to weather factors, including the absence of heat waves, high renewable energy generation, and faster-than-expected filling of gas storage facilities in the EU. Higher renewable energy generation and lower energy demand did not cause CO2 emission allowance prices to follow the drop in gas prices. The correlation between gas prices and EUA prices was low, partly due to increased purchases of CO2 emission allowances for redemption before 30 September. Throughout the third quarter, electricity prices traded at relatively stable levels, due to the absence of strong fundamental factors suggesting a change in either direction.

      An increasing threat to energy and gas markets are 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 would become completely independent of Russian gas by 2027 did not significantly affect energy commodity prices.

      Another factor that has a significant impact on the Group's operations is the continuing high cost of financing due to high interest rates. On the other hand, the exchange rate of Polish Zloty has improved against the Euro and the U.S. Dollar, although the risk of increased costs associated with hedging transactions in commodity markets remains elevated.

      The changes in the balancing market implemented as of 14 June 2024, including the 15-minute settlement intervals and Poland's accession, as of 11 July 2025, to the PICASSO balancing energy exchange platform increased the cost of RES sources balancing and profiling, which adversely affects the Group's results related the exploitation of RES sources. 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. In addition, PSE, due to the "insufficient" involvement of participants in balancing positions in the balancing market, intends to introduce additional penalizing elements in the form of indices that adversely change the settlement prices, which will further exacerbate the costs of profiling and balancing of RES sources. The changes are planned for the first half of 2026.

      The Gas and Clean Fuels segment is, in the opinion of the Management Board, largely immune to the current volatility of prices in the market caused by the outbreak of war in Ukraine. The gas supplies related to the heat production contracts have been hedged for the year 2025 and 2026 (in terms of volume and fixed price). An additional safety feature for thermal power generation is the supply of light heating oil maintained and increased in Q1 2022, as reserve fuel in the event of limited or discontinued supply of gas. If ENS is called upon to provide system services, the current cost of gas purchase, in accordance with the contracts in force, will be covered by revenues. The continuation of the current gas market and CO2 emission allowances situation in the long term may reduce the ability to secure production and margin in ENS for the years to follow in the forward market.

      In the onshore wind farm and PV farm segment, high volatility of electricity prices, combined with variable energy generation from wind and sun, results in a significant increase in profile cost, especially for PV sources, which reduces the achieved effective price of electricity sold. Despite the lower electricity prices obtained on the wholesale market, the prices of PMOZE_A property rights ("green certificates") also remain at low levels due to the imbalance of demand and supply. The level of the obligation to redeem PMOZE_A certificates for 2025 is 8.5%, and the obligation announced for 2026 - 2028 is 9.0% per annum. Low prices of green certificates are the result of the reduced demand due to the faster rate of reduction of said obligation relative to the rate of exit of old RES projects from the green certificate system. As at the time of the publication of this report, the Group has wind projects with a total capacity of 221.3 MW which continue to operate in the green certificate system remaining in effect for 15 years after the facility's start-up and are exposed to the risk of price volatility of proprietary rights in the long term.

      Due to the significant increase in the installed capacity of RES, especially in the segment of photovoltaic sources, in Poland and the neighboring countries during periods of high RES generation and simultaneous low demand, the phenomenon of negative prices in the market has become increasingly common. This means that for the electricity generated during such periods it is the generator who must pay for selling such electricity to the market or reduce production in order to avoid incurring this cost. Such situations occur mainly on weekends and holidays, but increasingly also on spring and autumn weekdays with high PV generation. At the same time, for RES generators using the support schemes for clearing, the occurrence of negative prices for at least six consecutive hours entails their inability to clear the production volumes from those hours under the auction system, or results in no proprietary rights issued by the ERO President for the generation in those hours, depending on the support scheme that the given RES source participates in.

      In addition to negative prices in the market, the RES Segments of Polenergia Group are adversely affected by the occurring situations of oversupply of energy in the market, which happen during periods of low demand for energy in the National Power System (KSE) when concurrent high generation from RES occurs. Because of this phenomenon, during periods when PSE S.A. ("PSE") is unable to further curtail conventional units or export the surplus energy generated, production from individual RES units is 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.

      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 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 and RES aggregation operations. 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 transactions, i.e. direct sales to the end 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 attack that would destroy an ICT infrastructure or restrict access of the 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 on short-term markets and slowdown the development of the PPA market.

      The distribution segment is protected in the long term against the effects of any investment costs increase and rising interest rates through a tariff mechanism and a so-called "regulatory account". In a short term perspective, until the next distribution tariff update takes place, the Company may experience negative impact of the market changes on the return on the business operations performed.

      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. Bottlenecks have been observed in the offshore wind supply chain which may result in the requirement to adjust construction programs of the Bałtyk II and Bałtyk III offshore wind farm projects.

      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 2025-2030

      On 18 March 2025, the Company's Management Board adopted the Polenergia Group Strategies for the years 2025-2030 (the "Polenergia Group Strategy" or the "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 together with Equinor), which will permit generating stable and high EBITDA profit.

      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 mainly based on existing assets (through cable pooling), combined with energy storage (a total increase of ca. 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 also 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.

      ‌1The 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%.

      Also, the Company's Management Board informs 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.

      The implementation of the Szprotawa I and II PV farm projects with a total capacity of 67 MWp has come to an end. In early April 2025, technological commissioning of the facility began. The project obtained all necessary operating permits and concessions for electricity generation and was handed over for operation.

      For the Rajkowy photovoltaic farm project with a capacity of 35 MWp, following the successful auction for the sale of energy from renewable energy sources in 2023, resolutions approving the final investment decision for the project were adopted in June 2025, which means that the corporate approvals necessary for the implementation of the project had been obtained. A contract was entered into with the contractor for installation and electrical works, as well as contracts with suppliers of, among others, photovoltaic modules and inverters. Currently, discussions are held with potential offtakers for the supply of electricity. In September 2025, the first construction works began - earthworks and construction site facilities. According to the schedule, the project's construction is expected to be completed in 2026. In December 2024.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) (48.3MW). The inquiry and bid collection process for a wind turbine supplier and a construction and electrical contractor has been resumed. Concurrently, the company is in the process of obtaining the remaining required documents 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). The Group does not exclude the participation of subsidiaries developing wind farm projects and photovoltaic farms in the next RES auctions, as well as subsidiaries developing energy storage projects, in the capacity market auction. 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. 700 MW at various stages of development. The first projects are likely to reach the ready-to-build status in 2026.

      The Group continues to develop wind projects in Romania through its subsidiary Wind Farm Four Srl (WF4). WF4 is performing ongoing development work on a wind farm project of the total connection capacity of 685.6 MW developed by seven special purpose vehicles. In the past quarter, WF4's activities focused on obtaining the decisions and permits necessary for the technical documentation required for the building permit (ro: DTAC). According to the pursued schedule, wind projects in Romania are expected to reach ready-to-build status in 2026.

      One of the company's key strategic goals is to secure energy production from the Group's operating assets over the long term. In order to minimize market risk and stabilize revenues, the Group applies

      instruments hedging the energy sales such as contracts for difference (auction), PPAs, direct sales to end customers and forward contracts.

      As at the date of publishing this report, for the year 2026, the Group has hedged 90% of its forecast energy generation target, achieving a weighted average net price of PLN 399/MWh (after deducting the estimated profile cost). The energy sales price for 2026 is lower compared to 2025, due to the downward trend in the electricity forward market.

      The table below shows the level of commercialization of electricity from the Group's wind and photovoltaic assets in the years 2026-2030:

      2026

      2027

      2028

      2029

      2030

      Auction

      18%

      18%

      25%

      39%

      39%

      Other hedging instruments

      72%

      51%

      34%

      13%

      13%

      Total

      90%

      69%

      58%

      52%

      52%

      Offshore Wind Farms

      Development works in the offshore wind power segment have been continued. The Group holds 50% of the shares in the companies MFW Bałtyk I Sp. z o.o, MFW Bałtyk II Sp. z o.o. and MFW Bałtyk III Sp. z o.o. developing three offshore wind farms located in the Baltic Sea with total capacity up to 3000 MW.

      - - - - -

      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.

      In the third quarter of 2025, the process of obtaining the necessary approvals and decisions enabling the gradual progress of construction works continued. An analysis of the results of geotechnical tests was carried out, and the design of foundations for wind turbines and an offshore substation was commenced.

      Construction work continues on the ONS Bałtyk II and ONS Bałtyk III substations, 220 kV and 400 kV cable lines for Bałtyk II and Bałtyk III, and the landfall crossing (HDD drilling in the sea-land area).

      As part of preparations for the offshore implementation phase, a campaign to remove boulders from the offshore cable area was carried out in the third quarter of 2025, surveys were conducted to detect unexploded ordnance in the wind farm and offshore cable areas, and the presence of 12 objects was confirmed. The necessary approvals for the neutralization of unexploded ordnance have been obtained.

      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. 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 on the basis of 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 third quarter of 2025 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 thing, 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 contractors scope of work has been expanded to include the removal of boulders along the route of the offshore export cables. The works 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. It is a project under phase II of the support system with an auction scheduled for 17 December 2025.

      The environmental decision for MFW Bałtyk I was issued on 3 December 2024 and became final and binding on 7 April 2025. The application for a decision on environmental conditions for the connection infrastructure of the offshore wind farm Bałtyk I is being processed by the environmental authority RDOŚ. Public consultations are currently underway.

      On 13 October 2025, the permit for the construction and use of artificial islands and structures in Polish maritime areas for MFW Bałtyk I was amended, which will have a positive impact on the project implementation process. The process of obtaining the necessary permits and decisions is currently underway. In the third quarter of 2025, the process of obtaining opinions on location decisions for the offshore and onshore sections of the export cable began.

      Work is also currently underway on the next stage of geological and geotechnical investigations for the onshore section. Private real properties in the mainline of the export cable for MFW Bałtyk I are being secured by agreements to establish transmission easements.

      On 9 June 2025, the President of the Energy Regulatory Office published an announcement of the auction for the support for offshore wind farms. On the same day, MFW Bałtyk I submitted its application for prequalification. The auction is aimed at granting the right to cover the negative balance for electricity generated by offshore wind farms. The auction session will be held on 17 December 2025. MFW Bałtyk I has begun preparations to participate in the auction.

      In the third quarter of 2025, work focused on preparations for participation in the offshore auction, with

      numerous economic and technical analyses of the MFW Bałtyk I project carried out.

      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 reviewed the strategic options in the area of hydrogen projects and decided to phase out further development of this branch of the Group's business.

      The Polenergia Group has two hydrogen projects in the development phase: H2Silesia and H2HUB Nowa Sarzyna.

      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. The planned facility will be able to produce ca. 13,000 tons of hydrogen per year. In addition to the design process, work was underway to provide additional information to the application filed for a decision on the environmental conditions for the project, along with an environmental impact assessment report.

      In February 2024, the European Commission issued a notification decision on State aid for the H2Silesia project under IPCEI Hydrogen Hy2Infra. The notification decision approved the cap of the State aid for the H2Silesia project and was an expression of the European Commission's approval of possible member State aid and confirmation that such support would be proportionate and necessary within the meaning of the EU regulations. On 13 June 2025, information was received that Bank Gospodarstwa Krajowego had recommended the H2Silesia project for non-refundable support.The ultimate implementation of the project, however, remained contingent upon external criteria, such as entering into contracts securing the terms of hydrogen supply, the satisfaction of appropriate economic criteria, the availability of public funds and financing for the Project, the obtaining of the required corporate approvals, as well as the results of the strategic options review process.

      On 18 September 2025, Polenergia S.A. was informed that Bank Gospodarstwa Krajowego had withdrawn from signing an agreement with Polenergia's subsidiary, Polenergia H2Silesia sp. z o.o., concerning non-refundable support for the abovementioned project. The withdrawal from the agreement was the result of an assessment by BGK which concluded that the changes to the project proposed by the subsidiary related to adapting the project to current market conditions and the ongoing review of strategic options in the area of hydrogen strategy were not feasible. In view of the above, a decision was made to establish an impairment charge on assets with respect to Polenergia H2Silesia sp. z o.o. in the amount of ca. PLN 5.4 million.

      The H2HUB Nowa Sarzyna project involves the construction of a pilot facility for the production of renewable hydrogen with a nominal capacity of the electrolyzer of ca. 5 MW which allows a maximum production of ca. 500 tons of green hydrogen per year. The project assumes that such facility will be located in Nowa Sarzyna at the premises of the Nowa Sarzyna Thermal Power Plant.

      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 Environmental Fund (NFOŚiGW) for the project whose objective is to build two hydrogen filling stations with associated infrastructure, in two locations: in the area bordering on the Nowa Sarzyna thermal power plant and in the city of Rzeszów. The total amount of the grant 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 2026, with the subsidy agreement providing for possible changes to the program. A building permit for the installation in Nowa Sarzyna, and a decision on the development

      conditions for the refueling station in Rzeszów were issued. Concurrently, a building permit was issued in the first quarter of 2025 for a photovoltaic installation of up to 8 MW that was meant to power the electrolyzer in Nowa Sarzyna.

      With regard to Polenergia H2HUB Nowa Sarzyna sp. z o.o., a decision was made to recognize impairment charge on non-financial fixed assets in the amount of PLN 21 million. Such decision is the outcome of the current assessment of the dynamics of the green hydrogen market and the project's investment risk profile.

      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. At the time of publication of the report, an audit is being conducted by an independent auditor for the purposes of the final project report for NCBiR, on the basis of which a decision will be made on the settlement of subsidies previously received by the consortium leading the project.

      Trading and Sales

      The Group has been modifying the implementation of its strategy in the trading and sales segment on an ongoing basis, adapting it to the changing market conditions and the rising costs of hedging end users and profiling and balancing RES sources. Offering energy to end users is performed with particular attention to risks and potential costs that may affect the margins realized in the future. The Group continuously recalculates financial risks and costs related to securing the positions of consumers and producers on the futures market. Regulations freezing end-customer energy prices have largely inhibited any opportunities for dynamic sales development; on top of that, high volatility of prices, profile costs and balancing costs limit the opportunities for external RES aggregation activities. Significant regulatory changes that have been implemented in recent years have resulted in customers being more oriented toward purchases with short or very long terms, and as a result, the Company is intensively developing a long-term cPPA sales model based on the Group's existing and newly built generation assets, in line with the Strategy

      Activity has been developing successfully in the short term and ultra-short-term market (Intraday Market) for the execution of transactions on the day of delivery, a few hours before physical delivery of energy, using available data on changing market fundamentals. The Company also performs short-term optimization of the operation of RES sources during periods of negative market prices. Trading on own account on wholesale markets (prop trading) is also successively performed, and the implemented trading strategies take advantage of market volatility with a positive effect, while maintaining restrictive measures to limit risk exposure.

      The company Polenergia Sprzedaż continues and expands its sales of electricity. One of its main products is the sale of energy generated from renewable sources controlled by the Group. Customers include both business clients and consumer end-users (B2B and B2C Prosumers). The green energy produced in the Group's generating assets is sold in two models: as a product with the Energy 2051 standard and a product without this standard (still retaining the guarantee of 100% RES-originating energy). Business customers may take advantage of a unique offer on the market, combining Energia 2051 green energy with a price guarantee for many years. In 2023, the Company launched SMART

      cPPA and SLIM cPPA products with a price guarantee until the end of 2028 or 2030 targeted at B2B customers. The Company is actively developing a network of sales partners and is holding talks with institutions and banks regarding the cross-sale model projects. In order to provide adequate customer service and increase the reach of new customer acquisition, the implementation of a new Billing system has been continued combined with CRM as the main tool for managing distributed sales networks. The system has been implemented for B2B customers, with development works currently underway. Due to the change in the model of information exchange between market participants, i.e. between trading companies and distribution system operators, the company will have to adapt its IT systems to the Central Energy Market Information System (CEMIS). The Company launched a series of marketing activities aimed at building its image and acquiring sales leads, thus strengthening its position in the market. In March 2025, a partnership with Allegro was launched as part of a green energy delivery program project on the e-commerce platform. In 2025, the company decided to focus on the B2B segment and phase out operations in the B2C segment due to regulatory uncertainty in sales to consumers. A plan to merge Polenergia Obrót S.A. with Polenergia Sprzedaż sp. z o.o. was published on 31 July 2025. A key objective of the merger is to simplify the structure and increase efficiency in entering into long-term PPAs, in line with the 2025 - 2030 strategy adopted in March 2025. This decision means full integration of the competencies of energy sales and trading in a single entity, simplification of management processes and greater financial transparency of the Group in the context of, among others, financial data reporting. Until the formal merger, the two companies will continue to handle their customers on existing terms, guaranteeing continuity of contracts and full support. After the merger, the contracts will remain in force and will be handled by the merged entity. Customers of both companies will be kept informed about the merger process.

      As part of its operating activity, in the first three quarters of 2025, the company Polenergia Fotowoltaika

      S.A. installed 11.2 MWp of solar panels and 1,438 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 28 November 2024, 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 13 December 2024, with RAB (Regulatory Asset Base) of PLN 160.2 million. On 17.02.2025, the Company received a decision from the President of the Energy Regulatory Authority (URE) correcting the Tariff with regard to pass-through charges.

      The obligations under the approved Investment Plan III for the years 2019 - 2022 worth PLN 51 m in total are being fulfilled. As part of Investment portfolio III, the Company signed 45 contracts. By the end of the third quarter of 2025, connection agreements were finalized and connection readiness was notified for 80 projects/project phases, and extension of general license was obtained for 33 projects, with further 17 projects expected to obtain general license.

      In addition, Polenergia Dystrybucja is also in the course of implementation of the Investment Plan IV for the years 2021 - 2026 worth PLN 105 million in total. By the end of the third quarter of 2025, the company signed 97 connection agreements, with the total estimated capex reaching PLN 105 million which accounts for 100% of the investment portfolio IV. Under the Investment Plan IV, the company completed 120 projects/phases of projects, for which it declared readiness to connect, while general license extensions have been obtained for 40 projects; licenses are also expected to be obtained for another 19 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. By the end of 2025, the implementation of individual charging stations is planned as part of earlier commitments.

      As at the date of publication of this report, 95 charging stations (146 charging points) have been put into operation, including the commissioning of the last two stations at the Service Areas of Lądek-Skarboszewo, which means that the strategic project to build a complete charging infrastructure along the concession section of the A2 motorway at eight Service Areas has been successfully finalized..

      In addition, the company Polenergia eMobility currently holds a portfolio of contracts conferring the title to land which allows it to build further 228 charging stations.

      Other significant information on the Group's condition

      Between 5 February and 14 February 2025, Polenergia S.A. entered into forward interest rate swaps (IRS) with financial institutions to mitigate the risk of WIBOR-based interest rate volatility associated with a loan of up to PLN 750 million with Bank Gospodarstwa Krajowego under the National Recovery and Resilience Plan. In total, these transactions hedge ca. 75% of Polenergia S.A.'s exposure to WIBOR-based interest rate volatility risk in connection with the loan.

      On 18 February 2025, a revolving credit facility agreement up to the amount of PLN 300 million, for the term until 5 June 2026, was entered into with Bank Polska Kasa Opieki S.A. and BNP Paribas Bank Polska S.A.; also, a statement was submitted regarding cancellation and prepayment of the facility granted under the revolving credit facility agreement up to the amount of PLN 300 million, dated 5 June 2023 with Santander Bank Polska S.A. and Bank Polska Kasa Opieki S.A. The interest rate on the facility will be calculated on the basis of a variable interest rate based on the relevant WIBOR rate plus a margin. The margin may be adjusted depending on the average level of loan drawdowns in the preceding interest period, according to the table specified in the agreement.

      On 5 May 2025, Polenergia S.A. entered into an annex to the revolving credit facility agreement, pursuant to which the facility which originally amounted to PLN 300 million will be increased by an additional tranche of PLN 200 million, to be made available to Polenergia S.A. by Bank Polska Kasa Opieki S.A. The term of the additional tranche is 6 months from the date of the annex to the revolving credit facility. The additional tranche may be utilized after the first tranche (PLN 300 million) is fully drawn down. The additional tranche was granted against an obligation of the borrower to repay it, in whole or in part, with funds raised from refinancing of certain projects developed by the subsidiaries of Polenergia

      S.A. The purpose of the additional tranche remains the same as in the case of the original revolving credit facility agreement.

      On 18 February 2025, a guarantee facility agreement was entered into with Bank Polska Kasa Opieki

      S.A. and BNP Paribas Bank Polska S.A., capped at EUR 125 million. The guarantee facility agreement stipulates that the guarantees provided thereunder may secure Polenergia S.A.'s obligations to contribute funds to the Bałtyk II and Bałtyk III offshore wind farm projects. It will be possible to issue bank guarantees for a period until 31 March 2029, and thereafter, on the terms stipulated in the agreement, their validity can be extended until 31 March 2030.

      On 5 May 2025, an annex to the guarantee facility agreement dated 18 February 2025 was executed, pursuant to which the maximum total amount of the guarantee facility made available to Polenergia S.A. will be increased by EUR 33 million, i.e., to EUR 158 million, and Société Générale S.A. Bank will accede to the guarantee facility agreement. Société Générale, like the existing issuing banks, will be obligated to provide guarantees to the companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. in order to secure the payment of Polenergia S.A.'s financial contribution to the project companies related to the implementation of the Bałtyk II and Bałtyk III offshore wind farm projects, on similar terms as the existing issuing banks.

      On 26 February 2025, Polenergia S.A. received a notification from Mansa Investments sp. z o.o., Kulczyk Holding S.à r.l. and Dominika Kulczyk filed pursuant to Article 69a (3) in conjunction with Article 69 of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies, regarding the establishment of a pledge on the shares held by Mansa in Polenergia S.A.

      On 27 February 2025, the Company entered into a tripartite agreement (the "Tripartite Agreement") with its major shareholders, namely BIF IV Europe Holdings Limited and Mansa Investments sp. z o.o. (collectively, the "Shareholders"). The provisions of this agreement provide, without limitation, for the entitlement (but not the obligation) of the Shareholders to inject capital in the Company in the event the Company is unable to pay the Financial Contribution required to be made to the project companies -MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. in connection with the implementation by these companies of offshore wind farm projects ("Bałtyk Projects") from its own funds, including external financing. In addition, in the event that the above capital injection scenario fails to equip the Company with sufficient funds to pay the Company's Financial Contribution required for the Bałtyk Projects, the Company may notify the Shareholders of the need to provide additional financing. In such event, each Shareholder individually has the right (but not the obligation) to grant loans to the Company with an option to convert them, upon fulfillment of certain conditions, into Company shares. Pursuant to the Tripartite Agreement, the recourse of a given Shareholder related to exercising any guarantee issued under the agreements entered into on behalf of the Shareholders providing guarantee facility to the Company for the purpose of securing payment of the Financial Contribution will be converted into loans in an amount equal to the recourse due to each Shareholder. These loans may also be convertible into shares in the Company's share capital. Consequently, the provisions of the Tripartite Agreement may, but do not have to, change the proportion of shares held by the Company's existing shareholders, including the Shareholders.

      On 5 May 2025, the Management Board of Polenergia S.A. entered into an annex to the tripartite agreement of 27 February 2025 with its key shareholders, i.e. BIF IV Europe Holdings Limited and Mansa Investments sp. z o.o., governing certain aspects of the financing of offshore wind farm projects developed by the project companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. The purpose of the annex is to reflect the changes made to the guarantee facility agreement in the Tripartite Agreement. The annex provides for an amendment to the Tripartite Agreement, consisting primarily in that under the amended guarantee facility agreement described under scenario one in current report No. 8/2025 of 27 February 2025, the maximum aggregate amount of the guarantee facility made available is increased by EUR 33 million, i.e., up to EUR 158 million, and an additional issuing bank accedes to the guarantee facility agreement, which, like the existing issuing banks, will be required to provide guarantees to the project companies to secure the payment of the financial contribution of Polenergia S.A. to the project companies, on similar terms as the existing issuing banks. Similarly to the original Tripartite Agreement, in connection with the amended guarantee facility agreement, the Shareholders agreed to provide Back-to-Back Guarantee to the acceding guarantee issuing bank by 6 May 2025, subject to the guarantee benefits referred to in the Tripartite Agreement. On account of the provision of the Back-to-Back Guarantee, the Shareholders will be entitled to remuneration resulting from the transfer pricing analysis. Other provisions of the Tripartite Agreement remain substantially unchanged. The execution of the annex is justified by the interests of the Company and non-affiliate shareholders, including minority shareholders, as the purpose of the annex is to update the Company's equity injection procedure in connection with the financing of the Bałtyk Projects.

      On 12 March 2025, Polenergia S.A. received a statement from BIF IV Europe Holdings Limited, the Company's shareholder, on the exercise of its personal power and on the following replacement in the Company's Supervisory Board in exercise of said power: revocation of Mr. Thomas Joseph O'Brien from the Company's Supervisory Board with immediate effect; appointment of Ms. Inés Bargueño member of the Company's Supervisory Board with immediate effect..

      On 28 April 2025, a settlement agreement was signed by Amon sp. z o.o. ("Amon") and Talia sp. z o.o. ("Talia") with TAURON Polska Energia S.A.("Tauron") and a subsidiary of Tauron - Polska Energia -Pierwsza Kompania Handlowa Sp. z o.o. ("PEPKH") (Amon, Talia, Tauron and PEPKH hereinafter referred to collectively as "Parties"). The primary objective of the settlements made is to amicably end all litigation pending between Amon and Talia vs PEPKH and between Amon and Talia vs Tauron. As a result of the settlement made by Amon and Talia with PEPKH:

      • The Agreements for the Sale of Proprietary Rights arising from certificates of origin evidencing the generation of energy in a renewable energy source by Amon and Talia, respectively, entered into on 23 December 2009 between PEPKH and Amon and between PEPKH and Talia (the execution of which was announced by the Company in reports No. 62/2009 and No. 63/2009 of 24 December 2009) were terminated.

      • Amon and Talia and PEPKH amended the Agreements for the Sale of Electricity generated the wind farms of Amon and Talia, respectively, entered into with PEPKH on 23 December 2009. (the execution of which was announced by the Issuer in reports No. 61/2009 and No. 64/2009 of 24 December 2009) in that: their performance will be resumed for a term of 10 years commencing 1 June 2025, i.e. until 31 May 2035, and the new price agreed by Amon and Talia and PEPKH at which electricity will be purchased will not be subject to change throughout the term of performance of those agreements.

      • PEPKH paid Amon and Talia a total of PLN 15 million in one-off compensation.

      • All litigation currently pending filed by both Amon and Talia against PEPKH and filed by PEPKH against Amon and Talia will be brought to a close, i.e. Amon and Talia will withdraw their claims against PEPKH with waiver of claims in the proceedings pending before the Regional Court in Gdańsk, file ref. Nos. IX GC 449/15, IX GC 451/15 and IX GC 744744/19, while PEPKH will withdraw the counterclaim against Amon brought before the Regional Court in Gdansk file ref. No. IX GC 744/19 and the claim against Talia filed before the Regional Court in Warsaw file ref. No. XX GC 1057/24, in both cases with the waiver of claims in those proceedings. In addition, PEPKH will also withdraw cassation appeals in cases pending before the Supreme Court file ref. Nos. II CSK 874/23 and II CSKP 178/23. The relevant pleadings expressing the will to withdraw the lawsuits and waive the claims as well as to withdraw the cassation complaints are to be filed with the relevant courts no later than the next business day following the date of signing the settlement agreement.

        Also, as part of the settlement documentation, an agreement was reached between Tauron, PEPKH and Amon and Talia as to Tauron's accession in lieu of PEPKH as the buyer to the Agreements for the Sale of Electricity generated in renewable energy sources - wind farm in Łukaszów and wind farm in Modlikowice dated 23 December 2009, which also covers a settlement agreement between Amon and Talia and Tauron.

        As a result of the agreement and settlement:

      • Tauron stepped in, in place of PEPKH, assuming the rights and obligations of the buyer under the aforementioned Agreements for the Sale of Electricity which shall be performed by Tauron and Amon and Talia for the duration and on terms and conditions referred to in sec. 2 hereinabove.

      • Amon and Talia will withdraw their lawsuits against Tauron waiving their claims brought before the Regional Court in Katowice (current file ref. No. XIII GC 164/25). The pleading expressing the will to withdraw the lawsuits and waive the claims is to be filed with the Regional Court in Katowice no later than the next business day following the day of signing the settlement agreement.

        In addition, the Parties waived all their claims and rights against one another they have or could have on account of non-performance or improper performance of the Sale Agreements of Proprietary Rights

        and the Electricity Sale Agreements by any of the Parties, as well as any claims for tort related to such non-performance or improper performance of such Agreements, such waiver being intended by the Parties to cover both claims in existing litigation, as well as any potential further claims not covered by such litigation, and which would relate to the period of time closed until the conclusion of the settlement.

        As a result of the settlement made and in view of resuming the performance under the Agreements for the Sale of Electricity, the Parties envisage the sale of the total volume of electricity from the Amon and Talia wind farms in the estimated amount of about 1.2 TWh over the 10-year time horizon of the performance under the Agreements for the Sale of Electricity, while the value of the Agreements for the Sale of Electricity over the 10-year time horizon of their performance, determined as the product of the volume of electricity sold and the rate specified in those Agreements, is estimated to amount to ca. PLN 300 million for Amon and ca. PLN 200 million for Talia, respectively, throughout the entire term of the agreements.

        On 27 June 2025, a subsidiary of Polenergia S.A. - Amon sp. z o.o., as borrower, and Bank Polska Kasa Opieki S.A. entered into a facilities agreement.

        Under the facilities agreement, the lender will provide the borrower with:

      • term loan, intended for (i) refinancing of the existing debt and (ii) distribution of cash to Polenergia S.A., with an option to increase the lender's commitment,

      • a DSR facility,

        up to a total maximum commitment of PLN 117 million. As at the date of the facilities agreement, Amon sp. z o.o.'s current indebtedness under the existing loan agreement was approximately PLN 14 million.

        In parallel, on 27 June 2025, a subsidiary of Polenergia S.A. - Talia sp. z o.o. and Bank Polska Kasa Opieki S.A. entered into a separate facilities agreement.

        Under such agreement the lender shall provide the borrower with:

      • a term loan to distribute cash to Polenergia S.A., with an option to increase the lender's commitment upon fulfillment of additional conditions specified in the agreement,

      • a DSR facility,

        up to a total of PLN 73 million.

        In connection with entering into the facilities agreements, Amon, Talia and Polenergia S.A. made respective commitments to establish a standard security package typical of project finance refinancing transactions. Amon and Talia made a statement of submission to enforcement and established a registered pledge on a collection of movables and rights. Polenergia S.A. established a registered pledge and a financial pledge on its shares in Amon and Talia, and made statements of submission to enforcement, too.

        The repayment date for the facilities has been set for 30 May 2035.

        The terms of the agreement, including collateral, events of a breach, triggering of financing and termination are in line with the market standards for transactions of this type.

        On 11 July 2025, in order to mitigate the risk of WIBOR-based interest rate volatility associated with their loan agreements, Amon and Talia, entered into forward interest rate swaps (IRS) with a financial institution.

        The transactions hedge 80% of each of the companies' exposure to WIBOR-based interest rate volatility risk in connection with the facilities agreements.

        The transactions were made on arms-length terms, no different from those commonly used for this type of financial operations.

        Effective 24 April 2025, the following persons were appointed to the Company's Supervisory Board for another three-year individual term:

      • Ms. Dominika Kulczyk - pursuant to Art. 5.4.2. (a) point (i) of the Statutes of Polenergia S.A. as a result of exercising a personal right by Mansa Investments sp. z o.o.; and

      • Ms. Emmanuelle Rouchel and Mr. Ignacio Paz-Ares Aldanondo - pursuant to Art. 5.4.2. (a) point

      (i) of the Statutes of Polenergia S.A. as a result of exercising a personal right by BIF IV Europe Holdings Limited.

      The appointment of Supervisory Board members for a new term is related to the expiration of the current mandates of the aforementioned persons in connection with the holding of the Annual General Meeting approving the Company's financial statements for 2024 on 23 April 2025.

      On 16 June 2025, the District Court for the capital city of Warsaw in Warsaw, Commercial Department XII of the National Court Register (the "Court") registered an amendment to the Statutes of Polenergia

      S.A. adopted pursuant to Resolution No. 30/2025 of the Annual General Meeting of 23 April 2025. The wording of the adopted resolutions was published in current report No. 39/2025.

      On 29 July 2025, the District Court for the capital city of Warsaw in Warsaw, Commercial Department

      XII of the National Court Register registered an amendment to the Company's Statutes adopted pursuant to Resolution No. 3/2025 of the Annual General Meeting of 26 June 2025. The wording of the amended statutes was published in current report No. 46/2025.

      On 7 August 2025, Mr. Mikołaj Franzkowiak resigned from his position of the Member of the Company

      Supervisory Board.

      On 13 August 2025, Mansa Investments sp. z o.o., exercising its personal right under Article 5.4.2 (a)

      (i) of the Statutes of Polenergia S.A., appointed Mr. Jacek Tadeusz Santorski to the Company's Supervisory Board.

      On 1 October 2025, the District Court in Warsaw adjudicated jointly and severally against Certyfikaty sp. z o.o. ("Certyfikaty") and Polenergia Obrót S.A. ("Polenergia Obrót"), subsidiaries of Polenergia S.A., the amount of PLN 24,025,009.72 with statutory default interest in favor of Eolos Polska sp. z o.o. ("Eolos") in connection with the alleged non-performance of two framework agreements for the sale of proprietary rights arising from certificates of origin for electricity generated from renewable energy sources entered into by the legal predecessor Certyfikaty and Eolos on 23 December 2010 which the Company believes expired on 5 January 2016. The judgment is not final and as such it is not enforceable. After a review of the rationale for the judgment, the Company will make a decision regarding filing an appeal.

      Financial performance for the 9-month period ended 30 September 2025 by operating segments

      On the following pages a presentation is given of the distribution of the total Group performance in the three quarters of 2025, broken down into the business segments.

      9M 2025 (m PLN) Onshore Wind

      Power

      Photovoltaics Offshore Wind Power

      Gas and Clean Fuel Trading Distribution Unallocated Purchase price

      allocation

      TOTAL

      Sales revenues* 415.7 38.6 - 64.9 2,527.4 163.7 21.8 - 3,232.0 Operating costs, including (179.4) (17.1) - (62.6) (2,387.5) (127.1) (18.9) (0.2) (2,792.9)

      operating costs (without granted green certificates adjustment) (79.8) (79.8)

      depreciation/amortization (96.9) (8.8) - (7.8) (8.0) (8.6) (6.0) (0.2) (136.3)

      granted green certificates adjustment (2.8) - - - - - - (2.8)

      Gross profit on sales 236.2 21.5 - 2.3 139.9 36.6 2.9 (0.2) 439.1

      Gross profit on sales margin 56.8% 55.8% "n/a" 3.5% 5.5% 22.4% "n/a" "n/a" 13.6%

      Selling expenses - - - (43.8) - - - (43.8)

      General overheads (8.1) (1.3) - (4.1) (62.9) (9.2) (74.6) - (160.2)

      Other operating activities 29.1 0.4 - (28.1) 3.6 (0.3) (0.7) (71.0) (67.1)

      EBITDA 354.0 29.5 - 4.5 44.8 35.6 (66.4) - 402.1 Operating profit 257.2 20.7 - (30.0) 36.8 27.1 (72.4) (71.2) 168.1

      EBITDA Margin

      Profit (loss) on financial activities

      Loan valuation using the amortized cost method

      Profit (loss) before tax

      Income tax

      85.2%

      (46.3)

      210.9

      76.5%

      (10.6)

      10.1

      "n/a"

      -(5.4)

      (5.4)

      6.9%

      0.7

      (29.2)

      1.8%

      (5.4)

      31.4

      21.8%

      (5.8)

      21.3

      "n/a"

      (88.0)

      (160.5)

      "n/a"

      -

      (71.2)

      12.4%

      (155.3)

      (5.4)

      7.5

      (58.6)

      Net profit (loss) for period (51.1)

      Normalizing adjustments:

      Purchase price allocation (PPA) Foreign exchange differences

      Loan valuation using amortized cost method Impairment losses

      Profit/Loss on assets consolidated by the equity method

      0.2

      0.2

      2.5

      97.6

      5.4

      Adjusted net profit 54.7

      *Rev enues from granted but not sold green certificates are presented as decrease of direct costs in accordance w ith IFRS 15.

      9M 2024 (m PLN) Onshore Wind

      Power

      Photovoltaics

      Offshore Wind Power

      Gas and Clean Fuel

      Trading

      Distribution

      Unallocated

      Purchase price allocation

      TOTAL

      Sales revenues*

      571.3

      23.5

      -

      96.2

      2,154.7

      155.4

      15.2

      -

      3,016.3

      Operating costs, including

      (192.6)

      (10.6)

      -

      (91.4)

      (1,963.6)

      (116.3)

      (12.4)

      (0.2)

      (2,387.0)

      operating costs (without granted green certificates adjustment)

      (80.5)

      -

      -

      -

      -

      -

      -

      -

      (80.5)

      depreciation/amortization

      (96.1)

      (5.5)

      -

      (7.3)

      (8.6)

      (7.4)

      (5.2)

      (0.2)

      (130.4)

      granted green certificates adjustment

      (16.0)

      -

      -

      -

      -

      -

      -

      -

      (16.0)

      Gross profit on sales

      378.7

      12.8

      -

      4.9

      191.1

      39.2

      2.8

      (0.2)

      629.3

      Gross profit on sales margin

      66.3%

      54.7%

      "n/a"

      5.1%

      8.9%

      25.2%

      "n/a"

      "n/a"

      20.9%

      Selling expenses

      -

      -

      -

      -

      (65.3)

      -

      -

      -

      (65.3)

      General overheads

      (8.9)

      (0.9)

      -

      (6.2)

      (65.3)

      (7.5)

      (52.7)

      -

      (141.4)

      Other operating activities

      7.7

      (0.8)

      -

      (0.2)

      (14.6)

      (0.0)

      (0.2)

      -

      (8.2)

      Operating profit

      377.5

      11.1

      -

      (1.5)

      46.0

      31.7

      (50.1)

      (0.2)

      414.5

      EBITDA

      473.6

      16.7

      -

      5.8

      54.6

      39.1

      (44.8)

      -

      544.9

      EBITDA Margin

      82.9%

      71.0%

      "n/a"

      6.0%

      2.5%

      25.1%

      "n/a"

      "n/a"

      18.1%

      Profit (loss) on financial activities

      (48.8)

      (6.1)

      -

      0.9

      (8.5)

      (5.9)

      24.2

      -

      (44.2)

      Loan valuation using the amortized cost method

      Profit (loss) before tax

      328.6

      5.0

      -

      (0.6)

      37.5

      25.8

      (25.8)

      (0.2)

      370.3

      Income tax

      (76.2)

      Net profit (loss) for period

      294.0

      Normalizing adjustments:

      Purchase price allocation (PPA)

      0.2

      Foreign exchange differences

      0.5

      Loan valuation using amortized cost method

      2.2

      Impairment losses

      -

      Net result on the sale of assets

      -

      Adjusted net profit

      296.9

      Change of EBITDA yoy

      (119.5)

      12.8

      -

      (1.3)

      (9.8)

      (3.4)

      (21.6)

      -

      (142.8)

      *Rev enues from granted but not sold green certificates are presented as decrease of direct costs in accordance w ith IFRS 15.

      3Q 2025 (m PLN) Onshore Wind Power Photovoltaics Morskie Farmy Wiatrowe Gas and Clean Fuel Trading Distribution Unallocated Purchase price allocation TOTAL

      Sales revenues*

      114.3

      17.5

      -

      23.7

      697.9

      54.2

      7.7

      -

      915.4

      Operating costs, including

      (59.0)

      (7.0)

      -

      (23.8)

      (657.5)

      (43.0)

      (6.2)

      (0.1)

      (796.5)

      operating costs (without granted green certificates adjustment)

      (25.6)

      (25.6)

      depreciation/amortization

      (32.3)

      (3.6)

      -

      (2.6)

      (2.4)

      (3.0)

      (2.0)

      (0.1)

      (46.1)

      granted green certificates adjustment

      (1.2)

      -

      -

      -

      -

      -

      -

      (1.2)

      Gross profit on sales

      55.3

      10.6

      -

      (0.0)

      40.4

      11.2

      1.6

      (0.1)

      118.9

      Gross profit on sales margin

      48.4%

      60.1%

      "n/a"

      -0.2%

      5.8%

      20.7%

      "n/a"

      "n/a"

      13.0%

      Selling expenses

      -

      -

      -

      (14.6)

      -

      -

      -

      (14.6)

      General overheads

      (2.6)

      (0.6)

      -

      (1.5)

      (20.7)

      (3.2)

      (35.4)

      -

      (64.1)

      Other operating activities

      4.4

      0.2

      -

      (6.3)

      (0.1)

      (0.3)

      (0.5)

      -

      (2.6)

      Operating profit

      57.0

      10.1

      -

      (7.9)

      5.0

      7.7

      (34.3)

      (0.1)

      37.6

      EBITDA

      89.3

      13.7

      -

      0.2

      7.5

      10.8

      (32.3)

      -

      89.2

      EBITDA Margin

      78.1%

      78.1%

      "n/a"

      0.7%

      1.1%

      19.9%

      "n/a"

      "n/a"

      9.7%

      Profit (loss) on financial activities

      (15.5)

      (4.4)

      -

      0.4

      (2.2)

      (1.9)

      (14.3)

      -

      (38.0)

      Loan valuation using the amortized cost method

      (1.7)

      (1.7)

      Profit (loss) before tax

      41.5

      5.7

      (1.7)

      (7.5)

      2.8

      5.8

      (48.6)

      (0.1)

      (2.0)

      Income tax

      (9.3)

      Net profit (loss) for period

      (11.3)

      Normalizing adjustments:

      Purchase price allocation (PPA)

      0.1

      Foreign exchange differences

      (3.0)

      Loan valuation using amortized cost method

      0.7

      Impairment losses

      5.4

      Net result on sale of assets

      1.7

      Adjusted net profit

      (6.4)

      *Rev enues from granted but not sold green certificates are presented as decrease of direct costs in accordance w ith IFRS 15.

      3Q 2024 (m PLN) Onshore Wind Power Photovoltaics Morskie Farmy Wiatrowe Gas and Clean Fuel Trading Distribution Unallocated Purchase price allocation TOTAL

      Sales revenues*

      141.5

      9.7

      -

      40.0

      665.9

      49.1

      5.3

      -

      911.5

      Operating costs, including

      (56.3)

      (4.4)

      -

      (36.4)

      (596.8)

      (38.4)

      (4.5)

      (0.1)

      (736.9)

      operating costs (without granted green certificates adjustment)

      (28.0)

      -

      -

      -

      -

      -

      -

      -

      (28.0)

      depreciation/amortization

      (32.0)

      (2.2)

      -

      (2.5)

      (2.7)

      (2.5)

      (1.8)

      (0.1)

      (43.7)

      granted green certificates adjustment

      3.7

      -

      -

      -

      -

      -

      -

      -

      3.7

      Gross profit on sales

      85.2

      5.3

      -

      3.6

      69.1

      10.7

      0.8

      (0.1)

      174.6

      Gross profit on sales margin

      60.2%

      54.6%

      "n/a"

      9.0%

      10.4%

      21.7%

      "n/a"

      "n/a"

      19.2%

      Selling expenses

      -

      -

      -

      -

      (21.1)

      -

      -

      -

      (21.1)

      General overheads

      (2.0)

      (0.1)

      -

      (1.5)

      (21.8)

      (2.4)

      (19.7)

      -

      (47.6)

      Other operating activities

      5.0

      (0.6)

      -

      0.1

      (3.5)

      (0.2)

      (0.0)

      -

      0.6

      Operating profit

      88.2

      4.5

      -

      2.1

      22.6

      8.1

      (18.9)

      (0.1)

      106.6

      EBITDA

      120.2

      6.7

      -

      4.6

      25.3

      10.5

      (17.1)

      -

      150.3

      EBITDA Margin

      Profit (loss) on financial activities

      85.0%

      -

      (13.5)

      68.9%

      -

      (2.7)

      "n/a"

      -

      11.5%

      0.2

      3.8%

      -

      (3.5)

      21.4%

      (1.9)

      "n/a"

      9.3

      "n/a"

      -

      16.5%

      (12.1)

      Loan valuation using the amortized cost method

      Profit (loss) before tax

      74.7

      1.9

      -

      2.4

      19.1

      6.1

      (9.6)

      (0.1)

      94.5

      Income tax

      (20.8)

      Net profit (loss) for period

      73.7

      Normalizing adjustments:

      Purchase price allocation (PPA)

      0.1

      Foreign exchange differences

      0.1

      Loan valuation using amortized cost method Impairment losses

      Net result on the sale of assets

      0.7

      -

      -

      Adjusted net profit

      74.5

      Change of EBITDA yoy

      (30.9)

      7.0

      (4.4)

      (17.9)

      0.2

      (15.2)

      -

      (61.1)

      *Rev enues from granted but not sold green certificates are presented as decrease of direct costs in accordance w ith IFRS 15.

    3. ‌Organizational structure of the Group

      Name of Parent

      Polenergia S.A.

      No.

      Name of Subsidiary/Associate

      Parent company

      Comment

      share

      1

      Polenergia Farma Fotowoltaiczna 1 sp. z o.o.

      100%

      2

      Polenergia Farma Fotowoltaiczna 2 sp. z o.o.

      100%

      3

      Polenergia Farma Fotowoltaiczna 3 sp. z o.o.

      100%

      4

      Polenergia Farma Fotowoltaiczna 4 sp. z o.o.

      100%

      5

      Polenergia Farma Fotowoltaiczna 5 sp. z o.o.

      100%

      6

      Polenergia Farma Fotowoltaiczna 6 sp. z o.o.

      100%

      7

      Polenergia Farma Fotowoltaiczna 7 sp. z o.o.

      100%

      8

      Polenergia Farma Fotowoltaiczna 8 sp. z o.o.

      100%

      9

      Polenergia Farma Fotowoltaiczna 9 sp. z o.o.

      100%

      10

      Polenergia Farma Fotowoltaiczna 10 sp. z o.o.

      100%

      11

      Polenergia Farma Fotowoltaiczna 11 sp. z o.o.

      100%

      12

      Polenergia Farma Fotowoltaiczna 12 sp. z o.o.

      100%

      13

      Polenergia Farma Fotowoltaiczna 13 sp. z o.o.

      100%

      14

      Polenergia Farma Fotowoltaiczna 14 sp. z o.o.

      100%

      15

      Polenergia Farma Fotowoltaiczna 15 sp. z o.o.

      100%

      16

      Polenergia Farma Fotowoltaiczna 16 sp. z o.o.

      100%

      17

      Polenergia H2Silesia sp. z o.o.

      100%

      18

      Polenergia Farma Fotowoltaiczna 19 sp. z o.o.

      100%

      19

      Polenergia Farma Wiatrowa 1 sp. z o.o.

      100%

      20

      Polenergia Farma Wiatrowa 3 sp. z o.o.

      100%

      21

      Polenergia Farma Wiatrowa 4 sp. z o.o.

      100%

      22

      Polenergia Farma Wiatrowa 6 sp. z o.o.

      100%

      23

      Polenergia Farma Wiatrowa 10 sp. z o.o.

      100%

      24

      Polenergia Farma Wiatrowa 11 sp. z o.o.

      100%

      25

      Polenergia Farma Wiatrowa 12 sp. z o.o.

      100%

      26

      Polenergia Farma Wiatrowa 13 sp. z o.o.

      100%

      27

      Polenergia Farma Wiatrowa 14 sp. z o.o.

      100%

      28

      Polenergia Farma Wiatrowa 15 sp. z o.o.

      100%

      29

      Polenergia Farma Wiatrowa 16 sp. z o.o.

      100%

      30

      Polenergia Farma Fotowoltaiczna Sulechów sp. z o.o.

      100%

      31

      Polenergia Farma Wiatrowa 18 sp. z o.o.

      100%

      32

      Polenergia Farma Wiatrowa 19 sp. z o.o.

      100%

      33

      Polenergia H2HUB Nowa Sarzyna sp. z o.o.

      100%

      34

      Polenergia Farma Wiatrowa 21 sp. z o.o.

      100%

      35

      Polenergia Farma Wiatrowa 22 sp. z o.o.

      100%

      36

      Polenergia Farma Wiatrowa 23 sp. z o.o.

      100%

      37

      Polenergia Farma Wiatrowa 24 sp. z o.o.

      100%

      38

      Polenergia Farma Wiatrowa 25 sp. z o.o.

      100%

      39

      Polenergia Farma Wiatrowa 26 sp. z o.o.

      100%

      40

      Polenergia Farma Wiatrowa 27 sp. z o.o.

      100%

      41

      Polenergia Farma Wiatrowa 28 sp. z o.o.

      100%

      42

      Polenergia Farma Wiatrowa 29 sp. z o.o.

      100%

      43

      Polenergia Farma Wiatrowa Bądecz sp. z o.o.

      100%

      44

      Polenergia Farma Wiatrowa Dębice/Kostomłoty sp. z o.o.

      100%

      45

      Polenergia Farma Wiatrowa Grabowo sp. z o.o.

      100%

      1. Polenergia Farma Wiatrowa Krzywa sp. z o.o. 100%

      2. Polenergia Farma Wiatrowa Mycielin sp. z o.o. 100%

      3. Polenergia Farma Wiatrowa Namysłów sp. z o.o. 100%

      4. Polenergia Farma Wiatrowa Olbrachcice sp. z o.o. 100%

      5. Polenergia Farma Wiatrowa Piekło sp. z o.o. 100%

      6. Polenergia Farma Fotowoltaiczna Buk sp. z o.o. 100%

      7. Polenergia Farma Wiatrowa Szymankowo sp. z o.o. 100%

      8. Polenergia Farma Wiatrowa Wodzisław sp. z o.o. 100%

      9. Amon sp. z o.o. 100%

      10. Dipol sp. z o.o. 100%

      11. Talia sp. z o.o. 100%

      12. Polenergia Farma Fotowoltaiczna Strzelino sp. z o.o. 100%

      13. Polenergia Sprzedaż sp. z o.o. 100%

      14. Polenergia Dystrybucja sp. z o.o. 100%

      15. Polenergia Kogeneracja sp. z o.o. 100%

      16. Polenergia eMobility sp. z o.o. 100%

      17. Certyfikaty sp. z o.o. 100%

      18. Polenergia Elektrociepłownia Nowa Sarzyna sp. z o.o. 100%

      19. Polenergia Elektrownia Północ sp. z o.o. 100%

      20. Inwestycje Rolne sp. z o.o. 100%

      21. Polenergia H2HUB 1 sp. z o.o. in liquidation 100%

      22. Polenergia H2HUB 2 sp. z o.o. in liquidation 100%

      23. Polenergia H2HUB 3 sp. z o.o. in liquidation 100%

      24. Polenergia H2HUB 4 sp. z o.o. in liquidation 100%

      25. Polenergia H2HUB 5 sp. z o.o. in liquidation 100%

      26. Polenergia Farma Wiatrowa 30 sp. z o.o. 100%

      27. Polenergia Farma Wiatrowa 31 sp. z o.o. 100%

      28. Polenergia Farma Wiatrowa 32 sp. z o.o. 100%

      29. Polenergia Farma Wiatrowa 33 sp. z o.o. 100%

      30. Polenergia Farma Wiatrowa 34 sp. z o.o. 100%

      31. Polenergia Farma Wiatrowa 35 sp. z o.o. 100%

      32. Polenergia Obrót S.A. 100%

      33. Polenergia Energy Ukraine LLC 100% Polenergia Obrót S.A. is the company's parent company.

      34. MFW Bałtyk I sp. z o.o. 50%

      35. MFW Bałtyk I S.A. 100% MFW Bałtyk I sp. z o.o. is the company's parent company.

      36. MFW Bałtyk II sp. z o.o. 50%

      37. MFW Bałtyk III sp. z o.o. 50%

      38. Polenergia Fotowoltaika S.A. 100%

      39. Polenergia Pompy Ciepła sp. z o.o. 100% Polenergia Fotowoltaika S.A. is the company's parent company.

      40. Solarni sp. z o.o. 100% Polenergia Fotowoltaika S.A. is the company's parent company.

      41. Polenergia Solární s.r.o. 100% Polenergia Fotowoltaika S.A. is the company's parent company.

      42. Wind Farm Four SRL 100%

      43. Eolian Areea SRL 20%

      44. Eolian Efect SRL 20%

      45. Eolian Express SRL 20%

      46. Magnum Eolvolt SRL 20%

      47. Eolian Spark SRL 20%

      48. Spark Wind Energy SRL 20%

      49. Harsh Wind SRL 20%

  2. ‌INTERIM CONDENSED FINANCIAL STATEMENTS FOR A 9-MONTH PERIOD ENDED 30 SEPTEMBER 2025

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