Energa S.A. — Proxy Solicitation & Information Statement 2026

Feb 27, 2026

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF ENERGA SPÓŁKA AKCYJNA

The Management Board of ENERGA S.A. with its registered office in Gdańsk (hereinafter: the Company), acting pursuant to Article 398, Article 399 § 1, Article 400 § 1, Article 402¹and Article 402² of the Code of Commercial Companies and Partnerships and § 25 Section 3 Sub-Section 3 of Company's Articles of Association, in connection with the receipt on 25 February 2026 of a request from ORLEN Spółka Akcyjna with its registered office Płock, as the shareholder representing more than one twentieth of the Company's share capital, to convene the Company's Extraordinary General Meeting and to place the following items on the agenda of the Company's Extraordinary General Meeting:

• "1) Opening of the Extraordinary General Meeting.
• 2) Adoption of a resolution on the election of the Chairperson of the Extraordinary General Meeting.
• 3) Providing confirmation that the Extraordinary General Meeting has been properly convened.
• 4) Adoption of the agenda of the Extraordinary General Meeting.
• 5) Adoption of a resolution on the increase of the Company's share capital through the issuance of series CC shares by means of closed subscription (i.e., respecting the preemptive rights of existing shareholders), setting 7 April 2026 as the record date for preemptive rights to series CC shares, and amending the Company's Articles of Association.
• 6) Passing of a resolution on adoption of a uniform text of the Company's Articles of Association of the Company.
• 7) Adoption of a resolution on the registration in Krajowy Depozyt Papierów Wartościowych of CC series shares and pre-emptive rights to CC series shares and on applying for admitting CC series shares and pre-emptive rights to CC series shares to trading on the regulated market of the Warsaw Stock Exchange.
• 8) Adoption of a resolution on the incurring of the costs of convening and holding the Extraordinary General Meeting.
• 9) Closure of the Extraordinary General Meeting."

hereby convenes the Extraordinary General Meeting of the Company (hereinafter: the "Extraordinary General Meeting of Shareholders" or "General Meeting") for 2 April 2026 at 10:00 am in Gdańsk, at al. Grunwaldzka 472, in Olivia Tower, Olivia Sky Club on floor 12, with the following agenda:

• 1. Opening of the Extraordinary General Meeting.
• 1. Election of the Chair of the Extraordinary General Meeting.
• 1. Confirmation that the Extraordinary General Meeting has been properly convened and is capable of adopting resolutions.
• 1. Adoption of the agenda of the Extraordinary General Meeting.
• 1. Adoption of a resolution on the increase of the Company's share capital through the issuance of series CC shares by means of closed subscription (i.e., respecting the preemptive rights of existing shareholders), setting 7 April 2026 as the record date for preemptive rights to series CC shares, and amending the Company's Articles of Association.
• 1. Passing of a resolution on adoption of a uniform text of the Articles of Association of the Company.
• 1. Adoption of a resolution on the registration in Krajowy Depozyt Papierów Wartościowych of CC series shares and pre-emptive rights to CC series shares and on

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applying for admitting CC series shares and pre-emptive rights to CC series shares to trading on the regulated market of the Warsaw Stock Exchange.

• 1. Adoption of a resolution on the incurring of the costs of convening and holding the Extraordinary General Meeting.
• 1. Closure of the Extraordinary General Meeting.

Persons who are entitled to participate in the General Meeting are requested to register and take voting cards on the date and at the place of the General Meeting as set out in the opening statement, from 8:00 am to 9:30 am prior to the beginning of the meeting.

Pursuant to Article 402² of the Code of Commercial Companies and Partnerships the Company provides information on participation in the Extraordinary General Meeting of Shareholders:

Record Date and Right to Participate in General Meeting.

The Record Date for the Shareholders to participate in the General Meeting (hereinafter: Record Date) shall be 17 March 2026, that is 16 days prior to the date of the General Meeting.

The Record Date shall be the same for the shareholders entitled to vote under bearer shares and for those entitled to vote under registered shares.

Only the following have the right to participate in the General Meeting, pursuant to Articles 406¹ , 406² and 406³ of the Code of Commercial Companies and Partnerships:

• 1) persons who are Shareholders of the Company on the Record Date;
• 2) pledgees and usufructuaries with voting rights if the creation of a limited right in rem in their favour is registered in the securities account on the Record Date;

and have submitted - no earlier than after the announcement of the convening of the General Meeting and no later than on the first working day after the Record Date, i.e. no later than on 18 March 2026 – to the entity keeping their securities accounts a request for the issuance of a personal certificate of entitlement to participate in the General Meeting.

The list of shareholders entitled to participate in the General Meeting shall be available in the Company's registered office at al. Grunwaldzka 472, 80-309 Gdańsk (Olivia Tower, the Registry of the Company's Management Board on Floor 11), three business days prior to the date of the General Meeting, that is on the 30th, 31st March and 1st April 2026 from 9:00 am to 3:00 pm.

The Company's Shareholders shall have the right to request that the list of shareholders of record entitled to participate in the General Meeting be sent to them, free of charge, at the address for delivery of electronic correspondence, stating the address they designate.

The Shareholders shall have the right to request that they be given a copy of motions on matters covered by the agenda within one week prior to the General Meeting.

The request may be sent by e-mail at the Company's e-mail address: wz@energa.pl.

The Shareholders who are not shown on the list of shareholders of record entitled to participate in the General Meeting shall be required to prove that they are in fact the shareholders of record by means of a registered depository receipt on the day of filing of the above-mentioned request.

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Description of Procedures Relating to Attendance and Exercising Voting Rights at General Meeting.

1) The Shareholder's right to request that certain items be placed on the agenda of the General Meeting.

A Shareholder or Shareholders of the Company representing at least one twentieth of the Company's share capital may request that certain items be placed on the agenda of the General Meeting. Such request of the Shareholder or Shareholders should be submitted to the Company's Management Board not later than 21 days prior to the designated date of the General Meeting, that is not later than on 12 March 2026.

The request should contain the grounds supporting it or a draft resolution concerning the proposed item of the agenda.

Furthermore, a Shareholder or Shareholders who request that certain items be placed on the agenda must present, along with their request, documents to prove their identity and their right to request that certain items be placed on the agenda of the General Meeting, including but not limited to:

• a) A registered depositary certificate or a registered certificate confirming the right to participate in the General Meeting issued by the entity keeping the securities account in accordance with the regulations on trading in financial instruments, confirming that the addressee is a Shareholder of the Company who holds the appropriate number of shares as at the date of submitting the request,
• b) in the case of a Shareholder who is a natural person a copy of the identity card, pages of the passport allowing identification or of another official document confirming the Shareholder's identity - only as regards the details which make it possible to identify the Shareholder (first and last name, series and number of the identity card/passport/other official document, PESEL number, if applicable, date of issue and expiry date - anonymised in accordance with the specimen attached to this announcement; it is recommended, however, for security reasons, to cross out with a diagonal line the copy of pages of the identity card/passport/other official document and add:
• "Solely for the purpose of participating in the ENERGA S.A. GM", but in such a way that the details required for identification are legible;
• c) in the case of a Shareholder that is not a natural person a copy of a current excerpt from the relevant register or a self-downloaded computer printout of the current information on the entity entered in the National Court Register referred to in Article 4 (4aa) of the Act on the National Court Register of 20 August 1997 (consolidated text: Journal of Laws of 2025, item 869, as amended) or another document confirming the existence of such a Shareholder and the right of its representative or representatives to represent it, together with copies of an identity card, pages from a passport allowing identification or another official document confirming the identity of the representative or representatives authorised to represent the Shareholder - only to the extent and in the manner indicated in letter b above.

The request together with a full set of enclosures may be submitted in writing:

• a) upon confirmation of submission at the Company's registered office at: al. Grunwaldzka 472, 80-309 Gdańsk,
• b) upon acknowledgement of receipt, sent to the Company at the following address: ENERGA S.A., al. Grunwaldzka 472, 80-309 Gdańsk,

or, it may be sent by e-mail at the Company's e-mail address: wz@energa.pl.

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The Company shall have the right to take any actions that may be required to identify the Shareholder or Shareholders, and to verify the validity of the received documents.

The date of receipt by the Company shall be the submission date of the request; where the electronic form is used, the date on which the above mentioned request is placed in the electronic mail system of the Company shall be the submission date.

Where the documents referred to above are made in a foreign language, they should be accompanied by a certified translation into Polish made by a sworn translator.

The Management Board shall immediately, but not later than 18 days prior to the designated date of the General Meeting, that is not later than on 15 March 2026, announce the amendments to the agenda made at the request of the Shareholder or Shareholders. The new agenda shall be announced in the manner applicable to the announcement of the General Meeting, that is by being posted on the Company's website at: https://grupa.energa.pl/, in the tab entitled: Investors/ For Shareholders/ General Meetings and in the manner prescribed for communicating current information in accordance with provisions of the Act of 29 July 2005 on public offering and conditions for introduction of financial instruments into an organized trading system, and on public companies (consolidated text: Journal of Laws of 2025, item 592).

2) The Shareholders' right to propose draft resolutions concerning items put on the agenda or items to be put on the agenda.

A Shareholder or Shareholders of the Company representing at least one-twentieth of the Company's share capital may, prior to the date of the General Meeting, submit to the Company in writing (i.e. deliver in person upon confirmation of submission or send to the Company subject to acknowledgement of receipt) to the following address: ENERGA S.A., al. Grunwaldzka 472, 80-309 Gdańsk, or using means of electronic communications to the dedicated e-mail address: wz@energa.pl, draft resolutions on issues on the agenda of the General Meeting or issues to be placed in the agenda.

The date and time of receipt by the Company shall be the submission date of the above mentioned draft resolutions; where the electronic form is used, the date on, and the time at, which they are placed in the electronic mail system of the Company shall be their submission date.

The draft resolutions shall be posted on the Company's website at: https://grupa.energa.pl/, in the tab: Investors/ For Shareholders/ General Meetings without unnecessary delay.

A Shareholder or Shareholders who submit draft resolutions should present documents proving their identity and their right to submit draft resolutions as described in item 1 above.

The draft resolutions should be submitted in Polish.

In the course of the General Meeting, each Shareholder may submit draft resolutions on matters added to the agenda both prior to and during the General Meeting.

3) Exercising voting rights by proxy and forms used by proxy during voting, as well as notifying the Company of proxy appointment by electronic communication means.

A Shareholder has the right to participate in the General Meeting and to exercise his/her voting rights in person or by proxy. The proxy of a Shareholder shall exercise all the rights of the Shareholder unless otherwise specified in the power of attorney. The proxy shall have the right to extend sub-powers of attorney if permitted under the power of attorney.

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One proxy may represent several Shareholders. In such a case, the proxy may vote differently on the shares of each Shareholder. Shareholders who have shares in more than one securities account may appoint:

• a) separate proxies to exercise their rights on shares in each account,
• b) one proxy to exercise the rights attached to the shares registered in each of the accounts.

A Shareholder with shares held in an omnibus account may appoint separate proxies to exercise the rights attached to the shares held in that account.

The power of attorney authorising its holder to participate in the General Meeting and exercise voting rights must be given in writing or in the electronic form. Such proxy granted electronically does not require affixing a qualified electronic signature.

In order to identify the Shareholder granting a proxy and the Proxy representing such a Shareholder, the document confirming the granting of a proxy should be accompanied by the following:

• a) in the case of a Shareholder who is a natural person a copy of the identity card, pages of the passport allowing the Shareholder's identification or of another official document confirming the Shareholder's identity – only as regards the details which make it possible to identify the Shareholder (first and last name, series and number of the identity card/passport/other official document, PESEL number, if applicable, date of issue and expiry date - anonymised in accordance with the specimen attached to this announcement; it is recommended, however, for security reasons, to cross out with a diagonal line the copy of pages of the identity card/passport/other official document and add: "Solely for the purpose of participating in the ENERGA S.A. GM", but in such a way that the details required for identification are legible;
• b) in the case of a Shareholder that is not a natural person a copy of a current excerpt from the relevant register or a self-downloaded computer printout of the current information on the entity entered in the National Court Register referred to in Article 4 (4aa) of the Act on the National Court Register of 20 August 1997 (consolidated text: Journal of Laws of 2025, item 869, as amended) or another document confirming the existence of such a Shareholder and the right of its representative or representatives to represent it, together with copies of an identity card, pages from a passport allowing the Shareholder's identification or another official document confirming the identity of the representative or representatives authorised to represent the Shareholder - only to the extent and in the manner indicated in letter a above.
• c) if the Proxy is a private individual a copy of the personal identity card, pages of the passport that enable his/her identification or any other official document that confirms the identity of the Proxy – only to the extent and in the manner set out in letter a above;
• d) in the case of a Proxy that is not a natural person a copy of a current excerpt from the relevant register or a self-downloaded computer printout of the current information on the entity entered in the National Court Register referred to in Article 4 (4aa) of the Act on the National Court Register of 20 August 1997 (consolidated text: Journal of Laws of 2025, item 869, as amended) or another document confirming the existence of such a Proxy and the right of its representative or representatives to represent it, together with copies of an identity card, pages from a passport allowing the Proxy's identification or another official document confirming the identity of the representative or representatives authorised to represent the Shareholder - only to the extent and in the manner indicated in letter a above.

In the case of foreign entities in whose country of establishment the relevant registers are not kept, a copy of a document proving the existence of the entity and the right of its representative or representatives to represent it shall be attached instead of a copy of a current excerpt from the register referred to in letters b and d above.

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In the event of any doubt as to the genuineness of the documents referred to above, the Company or the person designated to register the Shareholders may request, before the General Meeting begins, that the original documents or their copies attested by a notary public, a legal counsel or any other entity authorised to certify a copy as a true copy of the original be presented. If such documents are not presented, the Shareholder's Proxy may not be permitted to participate in the General Meeting.

Where the documents referred to above are made in a foreign language, they should be accompanied by a certified translation into Polish made by a sworn translator.

Where the power of attorney to participate in the debates and exercise the voting right at the General Meeting is granted by the Shareholder on a condition or subject to a time limit, proof should also be attached that the condition was fulfilled or a given event took place if the occurrence of such event marks the start of the time limit.

A power of attorney granted in the electronic form must be notified to the Company using electronic communications by 9:00 am on 26 March 2026 at the latest. The notification should be sent by e-mail at the Company's e-mail address: wz@energa.pl. A Shareholder may also communicate the fact of granting the power of attorney in writing in the manner described above, which will facilitate the process of registration of participants on the day of the Extraordinary General Meeting of Shareholders.

The scanned copy of the power of attorney and the scanned documents as referred to, respectively, in items a), b), c) and d) above should be sent together with the notification. The notification should also specify the e-mail address at which the Company may contact the Shareholder and the Proxy. The Management Board shall have the right to verify the received notifications and to take actions in order to identify the Shareholder and the Proxy, and to confirm the relevant authorisation. Such verification may involve: in particular asking a verification question by phone or e-mail to the Shareholder or Proxy. These rules shall apply respectively to the change or revocation of a power of attorney granted. Notifications which fail to meet the aforementioned requirements shall not produce legal effects to the Company. The Company shall not be liable for any errors or mistakes when completing the power of attorney form or for the actions of persons who use the power of attorney. The Proxy appearing at the General Meeting is obliged to present, at the request of the Company or the person(s) appointed to register the Shareholders, the original documents attached to the notification referred to above.

At the same time, the Company's Management Board hereby gives notice that in the event where the Shareholders grant powers of attorney together with instructions as to the manner of voting, the Company shall not verify whether the Proxies exercise voting rights as instructed by the Shareholders. Therefore, the voting instruction should only be given to the designated proxy.

Where a member of the management board, a member of the supervisory board, an adjuster, an employee of the Company or a member of the governing bodies or an employee of the Company or a cooperative being a subsidiary of the Company, the power of attorney may authorize its holder to represent the Company at only one General Meeting. The Proxy is required to advise the Shareholder of any circumstances that indicate that there exists or might exist a conflict of interests, and, furthermore, the Proxy is required to vote in accordance with the instructions provided by the Shareholder. No further power of attorney may be granted.

The forms to be used when voting by proxy (specimen power of attorney and forms to exercise voting rights by proxy) are published on the company's website: https://grupa.energa.pl/, under the tab: Investors/ For Shareholders/ General Meetings.

4) Alternative forms of participation in, speaking and exercising voting rights at the General Meeting.

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The Company does not allow the use of means of electronic communications to participate in, or speak and exercise voting rights at, the General Meeting.

In addition, the Company does not provide for the possibility to exercise voting rights at the General Meeting by correspondence.

Proceedings of the General Meeting of Shareholders shall be broadcast live online to the public, recorded and made available at https://grupa.energa.pl/. Information on the broadcast shall be posted on the Company's website no later than 7 days before the date of the General Meeting.

5) Information about the shareholder's right to ask questions concerning matters placed on the agenda of the General Meeting.

Shareholders participating in the General Meeting have the right to ask questions concerning matters placed on the agenda of the General Meeting and to participate in the discussion in accordance with the rules set out in the By-laws of the General Meeting of ENERGA S.A.

6) The provisions of the Company's Articles of Association concerning the restriction of the voting right and the Shareholders' obligations in that regard.

Articles of Association of the Company provide for no restrictions on the right to vote.

7) Access to documentation.

Persons entitled to participate in the General Meeting may receive the full text of the documentation to be presented to the General Meeting and the draft resolutions:

• a) on the Company's website at: https://grupa.energa.pl/, in the tab: Investors/ For Shareholders/ General Meetings,
• b) in the Company's registered office at al. Grunwaldzka 472, 80-309 Gdańsk (Olivia Tower, the Registry of the Company's Management Board on Floor 11), on business days from 9:00 am to 3:00 pm, upon prior notice by e-mail to the following e-mail address: wz@energa.pl.
• 8) The place of posting the information concerning the General Meeting.

All information concerning the General Meeting shall be available at the Company's website: https://grupa.energa.pl/, in the tab: Investors/ For Shareholders/ General Meetings.

Appendices:

• 1. Draft Resolution of the Extraordinary General Meeting of ENERGA S.A. on the election of the Chairperson of the Extraordinary General Meeting.
• 1. Draft Resolution of the Extraordinary General Meeting of ENERGA S.A. concerning the adoption of the agenda of the Extraordinary General Meeting.
• 1. Draft Resolution of the Extraordinary General Meeting of ENERGA S.A. on the increase of the Company's share capital through the issuance of series CC shares by means of closed subscription (i.e., respecting the pre-emptive rights of existing shareholders), setting 7 April 2026 as the record date for pre-emptive rights to series CC shares, and amending the Company's Articles of Association.
• 1. Draft resolution of the Extraordinary General Meeting of ENERGA S.A. on adoption of the consolidated text of the Articles of Association of the Company.
• 1. Draft resolution of the Extraordinary General Meeting of ENERGA S.A. on the registration in Krajowy Depozyt Papierów Wartościowych of CC series shares and pre-emptive rights to CC series shares and on applying for admitting CC series shares and pre-emptive rights to CC series shares to trading on the regulated market of the Warsaw Stock Exchange.
• 1. Draft resolution of the Extraordinary General Meeting of ENERGA S.A. on the incurring of the costs of convening and holding the Extraordinary General Meeting.
• 1. Identity documents anonymisation specimen.

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