For the Shareholders of Polenergia Spółka akcyjna Report on the Annual Financial Statements Opinion
Grant Thornton Polska P.S.A.ul. Abpa Antoniego Baraniaka 88 E 61-131 Poznań
Polska
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https://www.GrantThornton.pl
We have audited the annual financial statements of Polenergia Spółka akcyjna (the Company) with its registered office in Warsaw, 24/26 Krucza street, which comprise the balance sheet as of December 31, 2025 and the statement of profit or loss, statement of other comprehensive income, statement of changes in equity, statement of cash flows for the financial year then ended, and notes to the financial statements, comprising material accounting policy information and other explanatory notes.
In our opinion the accompanying annual financial statements:
give a true and fair view of the financial position of the Company as of December 31, 2025 and of its financial performance and of its cash flows for the financial year then ended in accordance with the International Accounting Standards, International Financial Reporting Standards and related interpretations published in the form of European Commission regulations and adopted accounting principles (policy),
were prepared on the basis of properly maintained books of account,
comply with the laws affecting the content and form of the annual financial statements and the
provisions of the Company's articles of association.
The audit opinion is consistent with the additional report to the Audit Committee submitted on the same day as this audit report.
Basis for Opinion
We conducted our audit in accordance with:
the Act of May 11, 2017 on statutory auditors, audit firms, and public supervision (the Act on Statutory Auditors),
National Standards on Auditing in the wording of International Standards on Auditing adopted by resolutions of the National Council of Statutory Auditors and the Council of Polish Agency for Audit Oversight (NSA) and
Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April,16 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (the Regulation 537/2014).
Audit - Tax - Accounting - Advisory
Member of Grant Thornton International Ltd
Grant Thornton Polska Prosta spółka akcyjna. Audit Firm No. 4055.
Management Board: Jan Letkiewicz - President of the Board, Jolanta Jackowiak - Vice-President of the Board, Dariusz Bednarski - Vice-President of the Board, Edward Nieboj -
Vice-President of the Board, Tomasz Wróblewski - Vice-President of the Board. Registered office address: ul. Abpa Antoniego Baraniaka 88 E, 61-131 Poznań, Poland.
Tax identification number NIP: 782-25-45-999. REGON: 302021882. Bank account: 31 1090 1476 0000 0001 3554 7340. District Court Poznań - Nowe Miasto i Wilda in Poznań, 8th
Commercial Division of the National Court Register, KRS No. 0001002477.
Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of
the Annual Financial Statements section of our report.
We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Handbook of the International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) adopted by the National Council of Statutory Auditors' resolution together with the ethical requirements that are relevant to our audit of the financial statements in Poland.
In particular, in conducting the audit the Key Audit Partner and the Audit Firm remained independent of the Company in accordance with the provisions of the Act on Statutory Auditors and the Regulation 537/2014. We have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the annual financial statements of the current period. They include the most significant assessed risks of material misstatement, including assessed risk of material misstatement due to fraud. These matters were addressed in the context of the audit of the annual financial statements as a whole, and in forming the auditor's opinion thereon. Below, we provided a summary of our response to those risks and where relevant, key observations arising with those risks. We do not provide a separate opinion on these matters.
INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURESDescription
The value of the shares disclosed in the financial statements is PLN 4 214 418 thousand. The main risk in this area is the possible impairment of shares resulting from internal and external factors affecting on the related company.
Disclosures related to investments in subsidiaries, associates and joint ventures are presented in note 17 of the financial statements. We consider the assessment of impairment to be a key audit matter due to the significant element of judgment, in particular regarding the assumptions made in the discounted cash flow model, affecting the estimation of the value in use of shares.
Auditor's response
Our procedures in relation to this matter included:
assessing the indications that impairment tests are necessary,
obtaining documentation from the Company's Management confirming the performance of the impairment test,
verification of the reasonableness of the adopted valuation method and of the assumptions adopted in the provided impairment tests by comparing the input data with the presented financial plans and macroeconomic data,
analysis of the accuracy of the Management's estimates by comparing whether the assumptions made in the impairment test in the previous year were realized in the current year,
verification of the correctness of the recognition of write-downs on the value of shares,
analysis of disclosures regarding investments in subsidiaries, associates and joint ventures in the financial statements.
Responsibilities of Management Board and Supervisory Board for the Annual Financial Statements
The Management Board of the Company is responsible for the preparation, on the basis of properly maintained books of account, of these annual financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the International Accounting Standards, International Financial Reporting Standards and related interpretations published in the form of European Commission regulations, adopted accounting principles (policy), legal regulations, and the Company's articles of association. The Management Board of the Company is also responsible for such internal control as the Management Board determines is necessary to enable the preparation of annual financial statements that are free from material misstatements, whether due to fraud or error.
In preparing the annual financial statements, the Management Board is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Company or to cease the operations, or has no realistic alternative but to do so.
In accordance with the Accounting Act of September 29, 1994 (the Accounting Act), the Management Board and the Supervisory Board of the Company are obliged to assure compliance of the annual financial statements with the requirements of the Accounting Act. The Supervisory Board is responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Annual Financial Statements
Our objectives are to obtain reasonable assurance about whether the annual financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with NSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual financial statements.
The scope of the audit does not include assurance on the future viability of the Company or on the efficiency or effectiveness with which the Management Board has conducted or will conduct the affairs of the Company.
As part of an audit in accordance with NSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the annual financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board.
Conclude on the appropriateness of the Management Board's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the annual financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the annual financial statements, including the disclosures, and whether the annual financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Supervisory Board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From matters communicated with the Supervisory Board, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that the matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Information including the Report on the Company's operations
The other information comprises the Report on the Company's operations for the financial year ended December 31, 2025, the Corporate Governance Statement and the Sustainability Reporting which are separate parts of the Report on the Company's operations and the Annual Report for the year ended December 31, 2025 (but does not include the financial statements and our auditor's report thereon).
Responsibilities of the Management Board and the Supervisory Board
The Management Board of the Company is responsible for the preparation of the other information in accordance with the Accounting Act and other legal regulations. The Management Board and the Supervisory Board of the Company are obliged to assure compliance of the Report on the Company's operations with the requirements of the Accounting Act.
Responsibilities of the Auditor
Our opinion on the annual financial statements does not cover the other information and we do not express any form of assurance conclusion thereon that results from NSAs. In connection with our audit of the annual financial statements, our responsibility is to read the other information and, in doing so, consider whether it is materially inconsistent with the annual financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is
a material misstatement of the other information, we are required to report that fact. We have nothing to report regarding the Other Information.
Additionally, according to the Act on Statutory Auditors, our responsibility is to express an opinion on whether the Report on the Company's operations, insofar as it does not concern the Sustainability Reporting, has been prepared in accordance with legal regulations and whether information included therein is consistent with the accompanying annual financial statements. Moreover, we are obliged to express an opinion on whether the Company included the required information in the Corporate Governance Statement.
Opinion on the Report on the Company's operations
In our opinion, the Report on the Company's operations, insofar as it does not concern the Sustainability Reporting, has been prepared in accordance with the applicable legal regulations, i.e. Article 49 of the Accounting Act and Paragraph 70 of the Regulation of the Minister of Finance of March 29, 2018 on current and
periodic information disclosed by issuers of securities and the conditions for recognition as equivalent of the information required by law of a non-member state (the Regulation on current and periodic information), and information included therein is consistent with the accompanying annual financial statements. Moreover, taking into account our knowledge of the Company and its environment obtained during the audit of the annual financial statements, we state that we have not identified any material misstatements in the Report on the Company's operations, insofar as it does not concern the Sustainability Reporting.
Information on the Sustainability Reporting and the assurance thereof
The Sustainability Reporting of the Group of which the Company is the parent company, presented as a separate part of the Report on the Company's and the Group operations and disclosed in chapter
"Consolidated Sustainability Report of the Polenergia Group for the year ended December 31, 2025" of this report is subject to a separate assurance engagement conducted by our audit firm and by a different key audit partner than the one who conducted audit of the financial statements.
Opinion on the Corporate Governance Statement
In our opinion, the Corporate Governance Statement includes the information required by Paragraph 70 clause 6 point 5 of the Regulation on current and periodic information. The information specified in Paragraph 70 clause 6 point 5 letters c-f, h and i of the Regulation on current and periodic information included in the Corporate Governance Statement complies with applicable regulations and is consistent with the information included in the annual financial statements.
Report on Other Legal and Regulatory RequirementsStatement on non-audit services
To the best of our knowledge and belief we confirm that we have not provided non-audit services prohibited in accordance with the provisions of Article 136 of the Act on Statutory Auditors and Article 5 clause 1 of the Regulation 537/2014.
Appointment of the Audit Firm
We were appointed to audit the annual financial statements of the Company for the years 2024 and 2025 by the Supervisory Board's resolution of May 22, 2024. We have been auditors of the Company since the financial year ended December 31, 2020, i.e. for six consecutive financial years. We were appointed to the audit for two-year periods: 2020 and 2021, 2022 and 2023, and 2024 and 2025.
Przemysław Zawadzki
Statutory Auditor No. 11337
Key Audit Partner performing the audit on behalf of Grant Thornton Polska Prosta spółka akcyjna,
Poznań, ul. Abpa Antoniego Baraniaka 88 E, Audit Firm No. 4055
Warsaw, March 11, 2026.
THIS IS TRANSLATION ONLY. The Polish language version of the report is the only valid and legally binding version. This translation into English is provided to facilitate understanding of the report.
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