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PannErgy

Interim Report Sep 19, 2025

2018_rns_2025-09-19_cede862d-07c2-40d0-8e2d-c148f998d742.pdf

Interim Report

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PannErgy Plc. SEMI-ANNUAL REPORT

H1 2025 Report

19 September 2025

This announcement is published in Hungarian and English languages. In case of any contradiction between these two versions, the Hungarian version shall prevail.

PANNERGY GROUP'S H1 2025 SEMI-ANNUAL REPORT

Introduction and Table of Contents

Report on PannErgy Group's H1 2025 profit/loss and management

PannErgy Nyilvánosan Működő Részvénytársaság (registered office: H-1112 Budapest, Boldizsár utca 2, company registration number: 01-10-041618, tax number: 10558377-2-43, website: www.pannergy.com) released its report on the first half of 2025 today. This report contains the consolidated financial statements, and other related non-financial statements, not audited by an auditor, prepared by the Company's management in accordance with the International Financial Reporting Standards (IFRSs) for the period ending on 30 June 2025.

Table of contents

1 Executive Summary 3
2 Projects and areas of operation 7
3 Analysis of the results of, and the financial situation in the reporting period 10
4 Consolidated financial statements (profit/loss, financial position, shareholders' equity, cash-flow) 15
5 Other financial statements, detailed information 19
6 Other supplementary information 25
7 The PannErgy Group's strategy, environmental objectives29
8 Main risks faced by the Company, associated changes and uncertainties 31
9 Data sheets associated with financial reports, other detailed information 35
10 Data sheets relating to the share structure and the owners 37
11 Data sheets relating to the Issuer's organisation and operation 39
12 Data sheets related to extraordinary communication40
13 Date of authorisation of disclosure 41
14 Declaration on the legal conformity of the semi-annual report42

1 Executive Summary

Consolidated heat sales exceeding plans and base, with the launch of the third production well in Miskolc

In H1 2025, the PannErgy Group focused mainly on the successful commissioning of the third production well of the Miskolc Geothermal Project. Primarily due to this successful integration, PannErgy achieved record heat input in Q1 2025, exceeding both base quarter heat sales and the target for the period. In addition to the capacity expansion mentioned above, Q2 performance was also positively affected by the significantly more favourable weather conditions in terms of heating potential compared to the base period.

Based on the prevailing weather conditions and capacity assumptions for the period under review, the PannErgy Group's consolidated heat sales for H1 2025 amount to 982 TJ, which is about 6% higher than the 927 TJ consolidated heat sales figure in H1 of the previous year and 4% higher than the projected value of 941 TJ.

Impact on H1 of the new district heating regulation introduced from 2024

PannErgy indicated in several of its previous disclosures (quarterly production reports) how the new district heating regulation structure, effective from 1 October 2024, will change the Company's business and how it will affect the weighting of the profitability of each half of the financial year compared to previous periods.

As of 1 October 2024, in contrast to previous regulation and practice, the Decree set district heating producer tariffs for PannErgy's subsidiaries subject to the district heating price regulation not only in the form of a sales heat tariff for the heat volume sold, but also in the form of a split heat supply tariff for the heat volume sold, and a monthly supplier base tariff, i.e. using a so-called two-element pricing system.

In line with PannErgy's previous public communications, with the introduction of two-element pricing above, the sustainable profitability of the Company – derived from regulatory pricing – becomes more predictable. Also, the impact on the Company's profitability of changes in the demand for heat affected by the regulatory pricing (e.g. the weather) is minimised.

It is important to emphasize that in the case of lower heat supply tariff (HUF/GJ) and higher supplier base tariff in the fourth quarter of the year compared to other quarters, the weight and share of the first half of the year in the operating profit generation capacity decreases in the financial year, while it increases in the second half of the year.

The Company's H1 2025 management data reflects the intra-year rate change in its profitability described above, which due to the transition to the new regulation will only be reflected in the current half-year as a structural difference when compared to the base halfyear (hereinafter: "Transition Effect").

The Company's EBITDA for the period under review was HUF 1,672 million, down HUF 233 million or 12% from HUF 2,265 million in the same period of the previous year, due to the Transition Effect detailed above. However, it is important to note that the Company has taken into account the Transition Effect in determining the range of the EBITDA plan for 2025, and therefore has no unplanned impact on its achievement.

Confirmation of the EBITDA plan for 2025

The Company's management has defined a consolidated EBITDA target in the range of HUF 4,000 – 4,150 million under the IFRS for the 2025 business year, which represents an organic increase in the median value compared to the expected results of the 2024 business year. This EBITDA target range – and its expected achievement – was previously confirmed in the Q1 and Q2 2025 Production Report.

On the basis of the EBITDA of HUF 1,672 million achieved in H1 2025 and other information contained in the semi-annual report, the Company confirms its previously published expectations for the Group's 2025 results, and thus maintains its expectation of achieving the consolidated annual EBITDA target range of HUF 4,000 – 4,150 million.

Key management data for H1 2025

The Company generated consolidated sales revenue of HUF 4,129 million in the half-year under review, which is the same as in the base period. At the same level of sales, the Company's gross cash flow increased by 10% to HUF 2,038 million.

There is a significant change in other revenues and expenditures, with a profit of only HUF 37 million in H1 2025 compared to a profit of HUF 427 million in the base period. This is due to the fact that, as a result of the aforementioned change in the district heating price regulation, the need for provisioning and releases of provisions and revenue accruals for each period, based on the period allocation of the regulatory heat sale pricing for district heating production in different periods, has been minimised.

The Transition Effect forecasted by the Company is considered to be the primary cause of the decline in half-year EBITDA performance and net profit. Overall, the Company achieved a consolidated net profit of HUF 353 million in H1 2025, which is 49% lower than the net profit of HUF 698 million in the first half of the previous year, but is in line with the Company's plans on a pro-rata basis and in line with the achievement of the plans for 2025.

Main profit/loss data (HUF million) H1 2025 H1 2024
Revenue from sales 4,129 4,129
Direct cost of sales -3,272 -3,286
Gross margin 857 843
Gross cash flow 2,038 1,855
Gross cash flow rate 49% 45%
Indirect costs of sales -407 -378
Other revenues and expenditures 37 427
Operating profit (EBIT) 487 892
EBITDA 1,672 1,905
EBITDA rate 40% 46%
Profit/loss on financial transactions -134 -155
Of which: Effect of period-end FX revaluation 79 -64
Profit before taxes 353 737
Consolidated net profit for the reporting period 353 698
Key profitability indicators H1 2025 H1 2024
Return on Equity (ROE) 3% 6%
Return on Sales (ROS) 9% 17%
Earnings per ordinary share (HUF) 25 46

Treasury share transactions, repurchase programmes

On 30 June 2025, the Company held 3,893,365 PannErgy Plc. treasury shares, 975,745 more than the opening portfolio of 2,917,620 treasury shares held on 31 December 2024.

On 31 March 2025, PannErgy Plc. and its wholly owned subsidiary PannErgy Geothermal Plants CPlc. entered into an agreement with MVM Energetika CPlc. to purchase 1,675,745 ordinary shares of PannErgy Plc. held by MVM, to be acquired as treasury shares. Out of the total number of shares included in the agreement, 975,745 shares were purchased by PannErgy Geothermal Plants CPlc. in a fixed "large in scale" stock exchange transaction on 1 April 2025 at an average price of HUF 1,512 per share.

The remaining 700,000 treasury shares were purchased on 4 September 2025, also at the contractual price of HUF 1,512 per share.

The stock exchange closing price of PannErgy ordinary shares was HUF 1,430 per share at the end of the reporting period. This represents an 8% decrease compared to the closing price of HUF 1,560 on 31 December 2024.

Distribution of dividends

At the Company's Annual Ordinary General Meeting held on 25 April 2025 closing the business year 2024, after the approval of the individual and consolidated reports the Company adopted a resolution to the effect that it would not pay dividends for 2024.

Share capital decrease

The Company's Annual Ordinary General Meeting held on 25 April 2025, closing the 2024 business year, decided on decreasing the Company's share capital through General Meeting Resolution No. 8/2025 (IV.25.). Pursuant to the ruling adopted by the Court of Registration of the Budapest Metropolitan Court of Justice with effect from 27 July 2025, the number of PannErgy Plc. ordinary shares (ISIN identifier: HU0000089867) decreased from 18,000,000 to 16,000,000. In line with this, the subscribed capital decreased from HUF 360 million to HUF 320 million. The Company's Management Board arranged for the cancellation and delisting of the shares, as a consequence of which PannErgy's stock of treasury shares decreased by 2,000,000 shares during Q3 2025. Since the capital decrease took place after the semi-annual report's cut-off date, it only partly affects the relevant share-related and other information in this semi-annual report.

Events of the reporting period related to geothermal projects

In the period under review, the Company's project in Miskolc saw the commissioning of the third production well, following the well drilling in the previous year, and the completion of the related authorisation procedures. The Company's consolidated heat sales performance for H1 2025 already fully reflects the commissioning of the new well. The grant application for the non-refundable investment grant related to the project was declared successful in 2022, but the grant of HUF 662 million related to the post-financing grant was disbursed after this semi-annual report's cut-off date, in July 2025.

Subsequent to the cut-off date of the semi-annual report, PannErgy's previously obtained exploration license for its project in the Budapest area was revoked by the Supervisory Authority for Regulatory Affairs (hereinafter: "SARA"), and the Company published an extraordinary announcement on 14 August 2025 regarding this and future opportunities. PannErgy will consider the legal, professional and business opportunities and will be able to decide on the initiation of a possible geothermal project near Budapest based on the outcome of these assessments.

2 Projects and areas of operation

0 50 000 100 000 150 000 200 000 250 000 300 000

2.1 Consolidated quantity of heat sold during H1 2025

Figure 1 Consolidated quantities of heat sold, in GJ (The consolidated quantities of heat sold by the Miskolc, Győr, Szentlőrinc and Berekfürdő projects in a monthly breakdown)

2021 2022 2023 2024 2025

2021 2022 2023 2024 2025 2025 PLAN
January 221 966 197 923 232 696 225 521 241 489
February 194 173 199 600 193 989 206 080 196 147
March 211 762 209 267 211 365 214 659 233 192
A1 627 901 606 790 638 050 646 259 670 828 653 982
April 192 053 207 861 192 834 159 116 154 333
Mav 96 333 78 637 92 125 68 687 104 216
June 38 595 ਦੇ8 ਰੋਵੇਟ 56 645 52 745 52522
Q2 326 981 345 453 341 604 280 548 311 071 287 272
July 42 919 56 299 50 385 47 662
August 48 023 54 838 50 659 47 099
September 53 870 90 033 53 905 68 343
03 144 812 201 170 154 949 163 104 0 163 099
October 180 427 179 453 133 450 209 679
November 197 872 224 871 208 031 224 674
December 221 198 226 770 229 190 242 321
Q4 599 497 631 094 570 671 676 675 0 666 246
TOTAL 1 699 190 1 784 507 1 705 274 1 766 586 981 899 1 770 598

Figure 2

Consolidated actual and target volumes of heat sold, in a table format (GJ)

Comparing consolidated heat sales of 981,899 GJ in H1 2025 with 926,807 GJ in the same period of 2024, it can be seen that group-wide heat sales show a 6% improvement in the first half of the year. Looking at each quarter, both quarters exceeded both the same period in the previous year and the targets.

Consolidated heat sales in Q1 are 4% ahead of the same period of the previous year and 3% ahead of the quarterly plan.

A comparison of the 2025 Q1 heat sales figures with the average values of the corresponding period in historical years indicates that PannErgy achieved record heat sales in the period under review, exceeding both the heat sales of the base period and the target for the period, mainly due to the launch of the third production well in Miskolc.

The Q2 performance is also better than the Q1 due to more favourable weather conditions in terms of heating potential. In this quarter, performance was 11% ahead of the base period and 8% ahead of plan.

Figure 3 Average temperatures in 2017–2025

The weather in Q1 2025 was significantly colder compared to the corresponding period in 2024, while the Group-level geothermal heat sales potential was similar to the average of recent years.

In Q2 2025, the weather was colder compared to the same period in the base year, mainly due to the weather in May, while the Group-level geothermal heat sales potential was similar to the average of recent years.

2.2 The operation of the PannErgy Group's geothermal projects in the reporting period

2.2.1 Miskolc Geothermal Project (Miskolci Geotermia Ltd., Kuala Ltd.)

In Q1 2025, the Miskolc Geothermal System sold a total of 328,026 GJ of thermal energy, significantly exceeding the 272,666 GJ of heat sales in the same period of 2024 by 20%. The significant increase in heat sales is mainly due to the commissioning of the third production well in Miskolc during the period. This change is in line with the Company's previously published forecasts, according to which the investment could increase the capacity of the system by up to 15-20%. With the increase in the number of production wells, the operational continuity of the Miskolc Geothermal Project has improved significantly, and the availability of spare capacity, which is not typical for geothermal power plants in Hungary and abroad, has been achieved at this project site, too. After the Győr Geothermal Project, this has become PannErgy's second system with spare capacity, providing the means to restart heat production in the event of a failure by way of a few hours' of reswitching instead of a well-pump replacement that may take at least 7 to 12 days.

The positive trend in heat sales continued in Q2, with the Miskolc project companies selling a total of 141,115 GJ of thermal energy, 21% above the 116,650 GJ of heat sales in the same period in 2024, due to the capacity increase detailed earlier and favourable weather conditions affecting the heating potential.

As a result, the Miskolc project sold heat in a total amount of 469,141 GJ during the first half of the year, 21% more than the 389,316 GJ sold during the base period.

The amounts of heat sold in Miskolc were as follows during the reporting period (GJ):

2.2.2 Győr Geothermal Project (DD Energy Ltd., Arrabona Koncessziós Ltd.)

The Győr Geothermal System sold 332,706 GJ of thermal energy in Q1 2025, slightly below the average, below the corresponding period of the previous years and 9% below the 364,186 GJ of the base period, due to temporary technical reasons.

In Q2 2025, 167,171 GJ of thermal energy were sold in Győr, slightly below average, but 4% above the 161,344 GJ sold in the same period in 2024.

As a result of the above, a total of 499,877 GJ heat energy was sold in the first half of the period under review at project level in the case of the Geothermal System of Győr, 5% below the 525,530 GJ sold during the base half-year for the reasons mentioned above.

The amounts of heat sold in Győr were as follows during the reporting period (GJ):

3 Analysis of the results of, and the financial situation in the reporting period

3.1 Results achieved in the reporting period, perspectives

In H1 2025, despite the 6% improvement in consolidated heat sales mentioned above, the Company's consolidated sales revenue did not increase due to the Transition Effect resulting from the change in legislation detailed in Chapter 1, i.e. the change in the weight/ratio of the ability to generate results between the half-years. The consolidated sales revenue of the Company for the half-year under review amounts to HUF 4,129 million, which is equal to the revenue of the base period.

Of the HUF 4,129 million in revenue, HUF 4,031 million was generated from heat sales, almost the same as the HUF 4,028 million generated in the same period of the previous year.

In terms of the sales revenue structure broken down by project, the Győr Geothermal Project contributed HUF 2,468 million to the sales revenue of the PannErgy Group, 3% less than the HUF 2,535 million recorded for the corresponding period of 2024 due to the temporary technical reasons mentioned in section 2.2.2. Arrabona Koncessziós Ltd.'s sales to Győr-Szol CPlc. amounted to HUF 1,324 million of the total figure above, while DD Energy Ltd.'s sales to its automotive industry customer amounted to HUF 1,142 million (compared to HUF 1,602 million and HUF 932 million, respectively, in H1 of the previous year). Sales to heat-receiving partners realised within the framework of the Geothermal Project of Miskolc added up to HUF 1,518 million in the reporting period, of which HUF 1,488 million was sold to MIHŐ Miskolci Hőszolgáltató Ltd. These sales figures surpass the revenues of HUF 1,433 million from the Miskolc project of H1 of the previous year, and the HUF 1,418 million revenue from MIHŐ Miskolci Hőszolgáltató Ltd. At the Miskolc project level, revenue increased by 6% year-on-year, reflecting the impact of the third production well commissioned in 2025.

The Company's two smaller projects generated less revenue in the period under review than in the same period of the previous year. The Szentlőrinc project generated HUF 40 million in sales revenue in H1 2025, 23% below the HUF 52 million figure booked in H1 of the previous year. The heat sales revenue of the Berekfürdő project amounted to HUF 4 million.

In addition to the sales of heat, the Company earned HUF 54 million from selling electricity in the case of the Berekfürdő project, exceeding the HUF 49 million recorded for the first half of the previous year by 10%.

In relation to the utilisation of the Company's industrial real properties in Debrecen, the Company realised revenues in HUF 25 million in the reporting period, of which HUF 15 million represented rental fee revenues. These figures are the same as those booked for the base period.

Similarly to the previous period, three customers each exceeded 10% of the total amount of PannErgy Group's consolidated revenue from sales, making up a combined 96% percent of the total consolidated sales of PannErgy Group in the reporting period. This corresponds to the base period exposure data, also at 96% concentration.

The direct costs of sales slightly dropped in H1 2025 to HUF 3,272 million from HUF 3,286 million recorded in the same period of the previous year. With the commissioning of the third production well in Miskolc, the Group's direct depreciation increased by 17%, but the impact on direct costs was fully offset by a decrease in electricity costs. The latter changed from HUF 1,130 million in the base period to HUF 874 million, a decrease of 23%. The decrease was mainly due to changes in the market pricing level of electricity costs.

Other direct costs were influenced primarily by various sectoral inflationary effects observed during the reporting period.

The Company's gross margin amounted to HUF 857 million during the period concerned, as a combined result of the changes in the sales revenue and the direct costs, 2% above the HUF 843 million value booked for the base period. The Company's gross margin rate was 21% during the reporting period (versus 20% in the base period).

The Group reported a gross cash-flow figure of HUF 2,038 million in H1 2025 – 10% up from the HUF 1,855 million stated for the corresponding period of the previous year – while the gross cash-flow ratio equalled 49%. The increase is due to an increased share of depreciation in direct costs, while gross margin remained close to the same level.

The administrative and overhead – i.e. indirect – costs amounted to HUF 407 million in the period under review, 8% over the HUF 378 million of indirect costs incurred in the first half of the previous year, mainly in line with the evolution of the inflation and market price environment related to these costs.

Depreciation on assets not directly linked with energy industry activities, indirect personnel expenditures, general office and administration costs, expert fees are stated by the Company under the heading of indirect costs, among other items. In addition, this category of costs includes banking and insurance costs, non-capitalisable costs for business development and new projects, public and stock market presence costs, and costs to support social engagement, sports life and other social initiatives at project sites.

The balance of other revenues and expenditures during the reporting period is a profit of HUF 37 million, in contrast to the HUF 427 million profit recorded in the base period. The significant change is due to the fact that, as a result of the aforementioned change in the district heating price regulation, the need for provisioning and releases of provisions and revenue accruals for each period, based on the period allocation of the regulatory heat sale pricing for district heating production in different periods, has been minimised.

The amount of other income from non-refundable investment grants received without a cash movement was HUF 141 million within the HUF 198 million other income, which includes the write-back of grants received previously and recognised as deferred income adjusted for depreciation in the reporting year.

The most substantial items (incurred in a total amount of HUF 86 million) of the HUF 161 million other expenses consist of local taxes, particularly, the local business tax paid to the local governments at the sites of geothermal projects. Another major item is the mining fee payable relating to geothermal heat production; under this heading the Company incurred expenditures of HUF 39 million in the reporting period.

The combined result of the above was HUF 487 million in operating profit (EBIT) in H1 2025, 45% below the HUF 892 figure recorded in H1 2024.

The business cash-flow (EBITDA) was an influx of HUF 1,672 million for H1 2025, which is HUF 233 million less than the HUF 1,905 million EBITDA recognised for the same period of the previous year. HUF 1,181 million was recognised in the reported half-year in the way of depreciation, 17% more than the HUF 1,012 million recorded in H1 2024. In calculating the EBITDA, pursuant to its accounting policy, the Company takes account of the extraordinary depreciation recognised among intangible assets and tangible assets; HUF 4 million other expenditures were recognised on such grounds. The Company met the EBITDA target for H1 2025 with an EBITDA margin of 40%.

Financial P&L amounted to HUF 134 million loss in the period under review, HUF 21 million less than the HUF 155 million loss in H1 2024 under the heading of financial loss.

The change is mainly due to the positive currency revaluation effect of the strengthening of the forint against the euro, which exceeds the deterioration in net interest income. The forint appreciated by nearly 11 forints against the euro during the reporting period, while it depreciated by nearly 12 forints in the base period. The realised and unrealised impact of exchange rate changes on foreign currency loans is HUF 95 million resulted in an improvement of HUF 154 million compared to the base period. At the same time, the realised and unrealised impact of the exchange rate changes on the financial result in case of foreign currency liabilities, receivables and accounts resulted in a financial expense of HUF -37 million which means HUF - 36 million change compared to the same period of the previous year.

The period's revaluation result, totalling HUF 58 million, was contributed by an unrealized revaluation of HUF 79 million at the end of the period, compared to the base half-year, where the accounted revaluation loss of HUF -60 million was associated with an unrealized revaluation of HUF -64 million at the end of the period.

Net interest income increased from HUF 129 million in the base period to HUF 180 million, due to lower interest income and investment and grant pre-financing loan costs for the investment project of the third production well in Miskolc.

The financial result related to the settlement of derivatives was HUF 10 million expenditure, while the financial result related to the settlement of securities was HUF 2 million expenditure. According to that these had a HUF -20 million and HUF -26 million negative effect on result compared to H1 2024.

Accordingly, the PannErgy Group's H1 2025 profit before taxation is HUF 353 million, which equals 48% of the HUF 737 million profit posted for the corresponding period of the previous year.No corporate income tax liability was recognised in the period under review because the Company recognised an increase in deferred tax assets of HUF 31 million against the HUF 31 million corporate income tax expense reported in the period under review.

The Company's consolidated net profit for the reporting period was HUF 353 million, down 49% or HUF 345 million from the HUF 698 million reported in the same period of the previous year.

3.2 Analysis of the statement of financial position pertaining to the reporting period

The portfolio of fixed assets decreased by 3% during the half-yearly period under review from the amount stated as at 31 December 2024. Within this, the value of intangible assets and that of tangible assets fell by 8% and 2%, respectively, year-on-year. For both asset categories, the decrease is due to depreciation in the reporting period. In the case of fixed assets, investment costs were incurred only for the trial operation and integration into the system of the third production well in Miskolc, which was commissioned in Q1 2025. The value of asset purchases during the reporting period amounted to HUF 561 million.

The value of goodwill recognised by the Company did not change during the reporting period as compared to the end of the previous year, as its amount continued to equal HUF 678 million.

As in the preceding periods, the Company continues to show its commercial real estate located in Debrecen, which are not used in connection with its core operations, as investment property, in an amount of HUF 76 million on 30 June 2025.

Deferred tax receivables in the amount of HUF 136 million were recognised by the Company among assets on the basis of PannErgy Group's calculations relating to deferred tax recovery, the value of which increased by 30%, relative to the base period. This is primarily due to the fact that development provisions made in previous periods in relation to corporation tax (which previously represented a deferred tax liability) were utilised in the period under review, mainly in relation to the Miskolc expansion.

The total value of current assets dropped by 36% in comparison to the amount recorded as of 31 December 2024 as the base period's figure. This change is mainly explained by the decrease in trade receivables and cash during the reporting period.

The significant change in trade receivables of 43% is in line with the change in the same period in previous periods, as a consequence of the usual intra-year business cyclicality. The Company's clientèle remained unchanged during the reporting period.

In addition to trade receivables, other receivables and securities are down significantly. The main reason for the decrease in other receivables is the decrease in accruals related to the official heat sale pricing already mentioned under other income, and the significant decrease in compensation-type receivables from supply partners compared to the previous period, due to financial settlements in the reporting period.

The change in securities relates to the Company's short-term government securities maturing during the reporting period.

Among its inventories the Company reported maintenance supplies and goods related to the geothermal projects in the amount of HUF 77 million as of 30 June 2025.

At the end of the period, the Company had cash and cash equivalents of HUF 1,676 million, compared to HUF 1,971 million at the end of the base year, which continues to show a stable financial position. Of the closing balance at the end of the period HUF 1,048 million is disposable liquid assets (typically as cash on deposit) and HUF 628 million is separated blocked cash

The Company's equity decreased by 9% compared to the base period, mainly due to the equityreducing effect of the treasury share purchases during the reporting period.

Equity per share (counting with the number of shares minus the portfolio of treasury shares) decreased to HUF 810 from the HUF 833 recorded as of 31 December 2024.

The long-term loan portfolio dropped by 14% from the amount reported at the end of the previous financial year to HUF 7,354 million as a combined result of debt servicing during the reporting period and the revaluation of loans denominated in EUR on the basis of the exchange rate in place on the cut-off date.

The level of provisions was similar to the base period, at a minimum level.

The over-year part of the amounts of the non-repayable grants won, and disbursed earlier within the framework of application schemes for geothermal projects, that have not yet been recognised among revenues, is shown in the other long-term deferred revenues line. An amount of HUF 2,788 million is stated in this regard in the Company's balance sheet among its long term liabilities, showing a 4% drop year-on-year, as a result of the reversal of deferred revenues in an amount of HUF 141 million during the period under review in proportion with the depreciation of the related assets.

Within current liabilities, the balance of trade payables was HUF 990 million, which shows a 29% cyclical decrease compared to the base period.

Short-term loans, borrowings and leases amounted to HUF 3,136 million, which is significantly higher than the HUF 2,370 million at the end of the previous financial year. The main part of the portfolio is the principal amount of bank long-term loans maturing within one year, amounting to HUF 1,660 million. Short-term loans and borrowings based on the contractual maturity amount to HUF 1,273 million, of which HUF 497 million is the pre-financing of the grant awarded in 2022 for the construction of the third production well in Miskolc. Its contractual repayment was made in Q3 2025, in line with the disbursement of the related grant. Among the short-term loans and borrowings, the Company also has EUR 1.5 million of loans receivable that are linked to the ownership. In addition, a further HUF 203 million liability relates to the recognition of leased productive assets in accordance with IFRS 16 Leases as a short-term lease instalment.

Other short-term liabilities amounted to HUF 380 million at the end of the reporting period, which is 37% less than the HUF 599 million at the end of the previous period. The main reason for the decrease compared to the previous period is the decrease in VAT liabilities, which are at a lower level in the period under review due to seasonal reasons.

4 Consolidated financial statements (profit/loss, financial position, shareholders' equity, cash-flow)

4.1 IFRS consolidated profit and loss statement

IFRS consolidated profit and loss statement (HUF million) H1 2025 H1 2024 Ratio
%
Revenue from sales 4,129 4,129 100.0
Direct cost of sales -3,272 -3,286 99.6
Gross margin 857 843 101.7
Gross margin ratio % 21% 20%
of which direct depreciation write-off 1,181 1,012 116.7
Gross cash-flow 2,038 1,855 109.9
Gross cash-flow rate % 49% 45%
Indirect costs of sales -407 -378 107.7
Other revenues 198 559 35.4
Other expenditures -161 -132 122.0
Operating profit (EBIT) 487 892 54.6
Operating profit rate % 12% 22%
EBITDA 1,672 1,905 87.8
EBITDA rate % 40% 46%
Revenues from financial transactions 171 131 130.6
Expenditures on financial transactions -305 -286 106.7
Profit/loss on financial transactions -134 -155 86.5
Profit before taxes 353 737 47.9
Corporate income tax - -39 -
Profit after taxes (Net profit/loss for the reporting period) 353 698 50.6
of which: Net earnings attributed to the Company's shareholders
during the reporting period
of which: Share of (external) minority shareholders from the earnings of the
reporting period
353
-
698
-
50.6
Earnings per ordinary share (HUF)
Basic 25 46 54.3
Diluted 25 46 54.3

4.2 IFRS consolidated statement of financial position

IFRS consolidated statement of the financial 30.06.2025 31.12.2024 Ratio % 30.06.2024
position (HUF million)
Fixed assets
Intangible assets 1,322 1,430 92.4 1,545
Goodwill 678 678 100.0 678
Tangible assets 21,076 21,591 97.6 20,619
Investment properties 76 77 98.7 83
Receivables from deferred taxes 136 105 129.5 117
Long-term receivables - - - -
Total fixed assets 23,288 23,881 97.5 23,042
Current assets
Inventories 77 31 248.4 35
Trade receivables 1,066 1,882 56.6 536
Other receivables 220 608 36.2 608
Prepaid income taxes 29 12 241.7 -
Securities - 298 - 1,487
Liquid assets 1,676 1,971 85.0 620
Total current assets 3,068 4,802 3,286
63.9
TOTAL ASSETS 26,356 28,683 91.9 26,328
Shareholders' equity and liabilities
Subscribed capital 360 360 100.0 400
Reserves net of profit/loss of reporting period 16,288 15,350 106.1 17,682
Net P&L for the reporting year
(attributable to the shareholders of the 353 1,405 25.1 698
Company)
Reserve for repurchased treasury shares -5,568 -4,551 117.9 -6,934
Minority shareholdings - - - -
Total shareholders' equity 11,433 12,564 122.3 11,846
Long-term credits 7,354 8,561 85.9 7,977
Other long-term deferred revenues 2,788 2,914 95.7 3,059
Provisions 14 10 140.0, 152
Total long-term liabilities 10,156 11,485 88.4 11,188
Trade payables 990 1,398 70.8 320
Short-term credits 1,273 497 256.1 507
Short-term part of long-term credits 1,863 1,873 99.5 1,885
Short-term part of other long-term deferred
revenues 261 267 97.8 264
Deferred tax liabilities - - - -
Other short-term liabilities 380 599 63.4 318
Total short-term liabilities 4,767 4,634 102.9 3,294
SHAREHOLDERS' EQUITY AND LIABILITIES 26,356 28,683 91.9 26,328

4.3 IFRS consolidated overall profit and loss statement

IFRS consolidated overall profit and loss statement
(HUF million)
H1 2025 H1 2024 Ratio
%
Net P&L for the reporting year 353 698 50.6
Other comprehensive income in the period with tax implications - - -
Total other comprehensive income for the year 353 698 50.6
Total other comprehensive income attributable to the shareholders
of the Company
353 698 50.6
Share of minority (external) shareholders in total other
comprehensive income
- - -

4.4 Consolidated statement on equity under the IFRS

Consolidated statement on
equity (HUF million)
Subscribe
d capital
Reserves Repurchased
treasury share
Participati
on of
external
members
Equity
Balance as at 31 December 2023 400 16,938 -5,880 - 11,458
H1 2024 profit/loss - 698 - - 698
Changes in the participation of
external members
- - - - -
Consolidation difference - -10 - - -10
Repurchased treasury shares - - -300 - -300
Decrease in treasury shares - 754 -754 - -
Distribution of dividends - - - - -
Balance as at 30 June 2024 400 18,380 -6,934 - 11,846
Balance as at 31 December 2024 360 16,755 -4,551 - 12,564
H1 2025 profit/loss - 353 - - 353
Changes in the participation of
external members
- - - - -
Consolidation difference - - - - -
Repurchased treasury shares - - -1,484 - -1,484
Decrease in treasury shares - -467 467 - -
Distribution of dividends - - - - -
Balance as at 30 June 2025 360 16,641 -5,568 - 11,433

Investor relations contact: Dénes Gyimóthy ° +36 1 323-2383 ° e-mail: [email protected]

4.5 IFRS consolidated cash flow statement

IFRS consolidated cash flow statement (HUF million) H1 2025 H1 2024
Liquid assets from operations
Profit before taxes 353 737
Adjustments in relation to profit before taxes and
the cash flow of business operations
Amortisation and depreciation of tangible and intangible assets 1,181 1,013
Effect of deferred taxes -31 3
Income tax expenditures - -39
Exchange gain/loss on credits -95 59
Allocation and release of provisions 4 -184
Extra depreciation write-off on tangible assets 4 -
Impact of the share option programme valuation on changes in capital - -
Changes in minority participations - -
Changes in working capital elements
Increase/decrease in prepaid income taxes -17 -
Increase/decrease of inventories -46 -5
Increase/decrease in receivables 1,204 1,204
Increase/decrease in liabilities -627 -827
Net liquid assets originating from/used in operations 1,930 1,961
Investment activities
Acquisition of tangible and intangible assets -561 -1,982
Sales of tangible and intangible assets - -
Increase/decrease in long-term receivables - -
Other long and short-term deferred revenues -132 -139
Liquid assets from/used in investment operations -693 -2,121
Financial operations
Increase in/repayment of long-term loans -1,321 281
Increase/decrease in short-term loans 975 498
Exchange rate difference from consolidation - -10
Purchase, revaluation, of treasury shares -1,484 -300
Sale of treasury shares, exercise of options under share option programme - -
Amount prescribed for dividend payment - -
Increase/decrease in securities 298 -1,203
Liquid assets from/used in financial transactions -1,532 -734
Net increase/decrease in cash and cash equivalents -295 -894
Cash and cash equivalents as of 1 January
Cash and cash equivalents as of 30 June
1,971
1,676
1,514
620

5 Other financial statements, detailed information

5.1 Direct cost of sales

Direct cost of sales (HUF million) H1 2025 H1 2024
Direct depreciation 1,181 1,012
Maintenance, operation and facility management costs 1,146 1,065
Electricity charges 874 1,130
Insurance fees (linked to heat generation) 41 43
Other direct costs 17 18
Costs of goods sold, mediated services 13 18
Total indirect costs of sales 3,272 3,286

5.2 Indirect costs of sales (indirect costs)

Indirect costs of sales (HUF million) H1 2025 H1 2024
Indirect personnel-type costs 158 127
Expert fees, bookkeeping, audit fees 107 94
Office and operating costs 91 78
Banking costs 22 17
Insurance premiums 20 20
Costs related to public and stock exchange presence, and corporate 8 39
social engagement
Other fees and duties payable to authorities
1 2
Indirect depreciation - 1
Total indirect costs of sales (indirect costs) 407 378

5.3 Other revenues and other expenditures

Other revenues and other expenditures (HUF million) H1 2025 H1 2024
Income from funds granted for development 141 139
Fines, penalties, compensations received 43 -
Provisions released 11 185
Revenues related to heat sales of the next period - 184
Other items not detailed 3 51
Total other revenues 198 559
Local taxes 86 86
Mining fee 39 39
Provisioning during the reporting year 15 -
Fines, penalties, compensations paid 10 1
Extraordinary depreciation and scrapping of assets 4 -
Other items not detailed 7 6
Total other expenses 161 132
Profit/loss on other activities 37 427

5.4 Financial profit

Profit/loss on financial transactions (HUF million) H1 2025 H1 2024
Exchange gain on credits and loans denominated in foreign 95 -
currencies
Interest and interest-type income
44 65
Exchange gain on liabilities denominated in foreign currencies 18 4
Exchange gain on interest earning securities 9 25
Exchange gain on receivables denominated in foreign 3 20
currencies
Exchange gain on foreign currency accounts
2 5
Gains on derivative transactions - 12
Total income from financial transactions 171 131
Interests paid 224 194
Exchange loss related to FX accounts 28 15
Exchange loss on receivables denominated in foreign 25 5
currencies
Exchange loss on securities
11 1
Loss on derivative transactions 10 2
Exchange loss on liabilities denominated in foreign currencies 7 10
Exchange loss on credits and loans denominated in foreign - 59
currencies
Total expenses on financial transactions
305 286
Profit/loss on financial transactions -134 -155
Of which: from the revaluation of items denominated in
foreign currencies at the end of the period 79 -60
(unrealised exchange gain/loss)

5.5 Relevant exchange rate at the at the end of the period

MNB medium exchange rate 30.06.2025 31.12.2024 30.06.2024 31.12.2023
EUR/HUF rate 399.30 410.09 395.15 382.78

In the reporting period the foreign exchange revaluations have an impact of HUF 79 million gain on the result of the financial transactions at the end of the period compared to a loss of HUF 64 million in the base period. In accordance with IFRS requirements, monetary items of the PannErgy Group carried in currencies other than the HUF – the functional currency – are translated to HUF at the exchange rate prevailing at the end of the period, and the (financially unrealised) exchange rate differences resulting from such translations are recognised in the statement of profit or loss under financial transactions.

The result of end-of-period revaluations on 30 June 2025 was a profit resulting from the strengthening of the HUF against the EUR relative to previous reporting periods.

5.6 Liquid assets

Liquid assets (HUF million) 30.06.2025 31.12.2024
Bank account and cash at hand 1,048 329
Separated, blocked cash 308 25
Fixed deposits 320 1,617
Total liquid assets 1,676 1,971

Of the HUF 1,676 million closing balance at the end of the period HUF 1,048 million is disposable liquid assets (typically as cash on deposit) and HUF 628 million is separated blocked cash

The decrease in cash is mainly due to more active investment activity in the reporting period.

5.7 Non-current borrowings

Non-current borrowings 30.06.2025 31.12.2024
HUF based loan secured with collateral 5,555 6,260
EUR based loan secured with collateral 3,188 3,567
Financial lease liabilities 474 607
Short-term part reclassified to short-term credits -1,660 -1,652
Short-term part reclassified to short-term leases -203 -221
Total non-current borrowings, leases 7,354 8,561

The main reasons for the decline in long-term loans in the current reporting period were the repayment of loans in the current reporting period and, in the case of euro-denominated loans, the strengthening of the forint compared with the end of the previous period. The unrealised foreign exchange gain on loans at the end of the period amounted to HUF 95 million.

Long-term finance lease liabilities relate to the accounting of leased geothermal assets under IFRS 16 Leases. At the end of the period, HUF 271 million is included in long-term liabilities as a liability for leasing payments beyond one year.

The short-term part of long-term credits amounted to HUF 1,660 million at the end of the reporting period; these are recognised among short-term liabilities.

Weighted average interest rates on credits and loans (as at the cut-off date)

The interest rates applied to outstanding EUR loans at the Group's relevant companies are based on the 6M EURIBOR, regardless of which financial institution provided the funding. In view of this fact and the contractual interest margins the weighted average interest rates on the collateral-covered EUR-based loans was 3.87% in view of the loan amounts as at 30 June 2025, taking into account the interest rate fixing effect of the interest swap transactions as well. Without the interest rate swap transactions the weighted average interest rate on EUR-based loans would have been 5.05% on the reporting date of the reporting period. At the end of the base half-year, the same rates were 2.80% and 6.49%, in line with the EURIBOR level of the previous period. The fixing of the lending rates of investment loans by means of interest swap transactions affords considerable predictability, and mitigates the interest rate risk faced by the Company significantly.

Long-term interest rate swaps are presented at fair value.

The interest rate terms on secured forint-based loans are typically fixed at 2.00%, 2.40%, 2.50% and 6.00% or floating, typically with a 1 or 3 month BUBOR base rate. Based on the loan amounts outstanding on 30 June 2025, their weighted average interest rate is 3.22% compared to the 3.37% recorded for base period.

Maturity scheduling of loans and borrowings

In the case of long-term loans, borrowings and leases, HUF 1,980 million of the HUF 7,354 million liability will be incurred over one year but within two years and HUF 5,374 million in three to five years, compared to the situation at 30 June 2025, taking into account the contractual schedules of debt service.

As at 30 June 2025, the Company has no liabilities due beyond five years.

5.8 Current borrowings, leases

Current borrowings, leases (HUF million) 30.06.2025 31.12.2024
Short-term part of long-term credits 1,660 1,652
Short-term part of long term lease liabilities 203 221
Other current borrowings, leases 1,273 497
Total current borrowings, leases 3,136 2,370

5.9 Deferred income from grants

Deferred income from grants
(HUF million)
30.06.2025 31.12.2024
Other long-term deferred income 2,788 2,914
Short term part of deferred long term revenues
(short term)
261 267
Total deferred revenues related to grants 3,049 3,181

The Company states among other long-term incomes – in connection with its energy industry projects – the over-1-year part of the non-repayable grants won for its projects through application schemes, while the short-term part is stated among current liabilities. The latter is recognised in the profit & loss account among other incomes, as a result of the reversal (in proportion with depreciation) of assets associated with application schemes.

5.10 Grants

The Company has been awarded state aids in prior years under the following grants and has recorded the following amounts of deferred revenue related to these aids as of 30 June 2025:

data in HUF million
Group entity Project ID Eligible
investment
cost
Aid
granted
Aid drawn
down
Deferred
revenues
from
grants
Szentlőrinci Geotermia Ltd. KEOP-4.2.0/B-09-
2009-0026
883 442 427 284
Berekfürdő Energia Ltd. KEOP 4.4.0/A/09-
2009-0009
250 125 125 5
DoverDrill Mélyfúró Ltd. GINOP-2.1.2-8-1-
4-16-2017-00166
1,250 500 450 195
Miskolci Geotermia Ltd. KEOP 4.7.0-2010-
0001
632 316 314 189
Miskolci Geotermia Ltd. KEOP 4.2.0/B-11-
2011-0007
2,856 1,000 1,000 548
Miskolci Geotermia Ltd. GOP-1.2.1/B-12-
2012-0005
323 162 148 -
Kuala Ltd. KEOP 4.7.0/11-
2011-0003
619 309 309 219
Kuala Ltd. KEOP-4.10.0/B
12-2013-0012
2,836 1,000 1,000 545
DD Energy Ltd. KEOP-4.10/B-12-
2013-0010
3,997 1,000 1,000 512
Arrabona Koncessziós Ltd. KEOP-4.10/B-12-
2013-0011
3,509 1,000 992 552
Total amount of grants in the balance sheet as of 30 June 2025 3,049

Each of the above projects fall into the category of project implementation. The project objective is geothermal energy utilisation in the case of the KEOP (Environment and Energy Operational Programme, EEOP) application schemes, the procurement of assets in the case of GOP (Economic Development Operational Programme, EDOP) tenders, and research & development in the case of GINOP (Economic Development and Innovation Operational Programme, EDIOP).

At the end of the period PannErgy Group has no liabilities regarding advance grant funds received, related to applications.

5.11 Changes in intra-group, consolidated / eliminated results and turnovers

Changes in intra-group, consolidated / eliminated results
and turnovers in the Profit and Loss Statement
(HUF million)
H1 2025 H1 2024
Revenue from sales 1,499 1,340
Direct cost of sales 1,480 1,323
Indirect cost of sales 20 16
Other revenues 7 130
Other expenditures 1 130
Revenues from financial transactions 495 679
Expenditures on financial transactions 495 670
Changes in the intra-group consolidated / eliminated
turnovers in the statement of financial position
(HUF million)
30.06.2025 31.12.2024
Intangible assets 7 0
Tangible assets 1,545 1,611
Next period's items among other receivables 2,306 1,972
Long-term loans granted 12,144 12,109
Other receivables, short-term loans 3,580 2,766
Next period's items among other liabilities 2,306 1,972
Long term liabilities 12,144 12,109
Other short-term liabilities 3,549 2,766

5.12 Segment information

In these interim consolidated financial statements on the first half of the reporting period the segments are described on the basis of the same accounting policy and presentation principle – in line with IFRS 8 Operating segments – as those followed in drafting the most recently published annual consolidated financial statements and the consolidated semi-annual report. It is therefore concluded that a single operating segment, that is, Energy, can still be identified as the operating segment of the PannErgy Group on the basis of the operating segment definition principle which was also observed regarding the comparable periods. The Company does not identify the non-energy activities related to the management of the Company's industrial properties in Debrecen in this reporting period either as one of its operating segments based on the requirements of IFRS 8 Operating Segments, particularly, the management approaches to segments and the criteria for the presentation of operating segments. Owing to the identification of a single operating segment the Company needs to meet the disclosure criteria applicable to the entire entity. This means that the figures of the Energy segment in the reporting year and in the base year reconcile with the financial information pertaining to the Company as an entire entity, which was appropriately presented in these interim consolidated financial statements.

Notwithstanding the above, the Company publishes, as additional information, notices on the real estate utilisation of the commercial and industrial facilities and related offices held for investment as mentioned above. These properties are not related to the generation and sale of geothermal heat, which is the main business activity of the PannErgy Group, because they are commercial and industrial facilities which used to be used in plastic manufacturing by the legal predecessor Pannonplast Plc. The Company is committed to selling these properties but in the meantime it provides for their effective and efficient operation and utilisation. Revenues from real property utilisation are mainly derived from rental income and, to a lesser extent, from the re-invoicing of public utility charges and related management fees to the co-owners of the properties constituting an undivided jointly owned real property.

PannErgy Plc. generated sales revenue in the amount of HUF 25 million in the first half of 2025 from the utilisation of the above real properties, with a contribution margin of HUF 15 million. The bulk – HUF 15 million – of this profit-generating, invoiced sales revenue derives from real estate leases, while the remaining HUF 10 million derives from the re-invoicing of costs associated with the real-estate properties. Accordingly, it can be established that the revenues and profits realised from the utilisation of real estate are negligible (less than 1%) compared to PannErgy Group's figures stated for the reporting period. The Company shows these real properties, located in the town of Debrecen, among its investment properties.

6 Other supplementary information

6.1 Accounting Policy

In preparing these interim consolidated financial statements, the Company has followed the same accounting policies as those used in the 2024 consolidated financial statements and the 2024 first half consolidated financial statements, with one exception detailed below. The standards and modifications in place since 1 January 2025 have no material impacts on the Company's consolidated profit/loss, financial position or disclosure obligations.

In accordance with the requirements of IAS 32 "Financial Instruments: Presentation", professional, legal, banking and other costs directly related to the preparation and execution of a transaction related to a treasury share (purchase, cancellation, etc.) are included in the cost of treasury shares and are therefore recognised in equity from 1 January 2025. In the period under review, an amount of HUF 10 million was accounted for in this way in accordance with this amendment to the Accounting Policy.

The figures appearing in the reports on PannErgy Group and its operations – including this semiannual report –are presented in HUF, rounded to millions of forints.

6.2 Functional currency

The functional currency is the currency defined in the IAS 21 The Effects of Changes in Foreign Exchange Rates, i.e. the currency of the primary operational environment where the entity operates, and which may be different from the currency of presentation.

The functional currency of the Company is the Hungarian forint, which is the currency of the primary operational environment. The Company does not engage in business operations in any other environment that would justify the use of a functional currency other than the Hungarian Forint. Accordingly, the effects of changes in exchange rates are not discussed in the consolidated financial statements.

6.3 Quantitative and qualitative ratios and indicators used in measuring performance (alternative performance measures)

Similarly to the previous periods, the Company uses the following main quantitative and qualitative indicators, as well as alternative performance measures in measuring its operating performance in the reported half-year:

Consolidated quantity of heat sold (GJ), Gross cash-flow, EBITDA

Of these indicators the Company identifies the consolidated quantity of heat sold as both a quantitative and a key qualitative indicator, since the quality of geothermal heat generation and the subsequent operational processes preparing the sale of heat are effectively represented by the quantity of heat sold. No other performance quality indicator is presented by the Company.

The gross cash-flow and the EBITDA categories presented in the consolidated financial statements are defined by the Company as follows:

The gross cash-flow is the sum of the gross margin – equalling the difference between the sales revenue and direct costs of sales – and the amount of depreciation that entails no cash flows, stated among the direct costs of sale. The Company uses this alternative performance indicator because it adequately represents the cash flow generated directly in relation to the sales revenue generating activity and, as such, it is representative of the Company's operation, a useful piece of information for the public.

EBITDA (earnings before interests, taxes, depreciation and amortisation) is the sum of the operating, indirect depreciation (among Indirect costs of sales), the sum of direct depreciation (among Direct costs of sales), and the extraordinary write-off and impairment of tangible asset and intangible assets (among Other expenditures).

The Company uses this alternative performance indicator because by eliminating the differences stemming from different taxation, financing background (interest payment) and investments it provides an adequate view of the Company's cash generating capacity and goodwill, and it enables its operation to be comparable with other entities in the energy sector. Accordingly, the EBITDA is a highly representative metric for the public concerning the Company's operation.

No hypotheses or assumptions were used in the calculation of the gross cash-flow or the EBITDA as alternative performance measures; no element of the measures is related to actual or expected performance in any past or future period, or contain any estimate or extrapolation pertaining to the future.

In applying the above alternative performance measures (APM) the Company fully complies with the relevant recommendation (5/2017. (V. 24.)) of the Magyar Nemzeti Bank providing for conformity to the guideline of the ESMA (European Securities Market Authority) on APMs (ESMA/2015/1415).

6.4 Deferred tax

The PannErgy Group shows a HUF 136 million receivable-type deferred tax position in its consolidated financial statements as of 30 June 2025. The deferred tax receivable of the HUF 136 million stated among fixed assets comprises the 9% corporate income tax payable under the prevailing legal regulations, for the unused negative tax bases of the subsidiaries belonging to the PannErgy Group on the one hand, and on the other hand, for other deferred taxes modifying items under the IFRS rules. The calculation of deferred tax receivables – of HUF 167 million – is based on the verified deferred tax recoveries of the subsidiaries concerned. This amount is reduced by the HUF 31 million amount of the deferred tax liabilities in the reporting year in relation to development reserves. Since these items are to be settled with the same tax authority, their amounts are netted as prescribed by the relevant IFRS.

6.5 Calculation of the effective income tax

The difference between the expected income tax figures calculated by multiplying the individual pre-tax profit figures stated in the statements of profit or loss of PannErgy Group members with the income tax rates applying to them, and the corporate income tax figures actually stated in the statements of profit or loss are calculated as follows:

Calculation of the effective income tax (HUF million) H1 2025 H1 2024
Profit before taxes (individual companies) 343 670
The tax payable on each company's profit/loss at the applicable tax
rate (9%) according to the relevant tax bracket
74 60
Effects of different tax rates (minimum profit tax) 2 19
Effects of changes in the tax rate
Tax implications of non-deductible expenditures, effects of
differences in depreciation and other tax-decreasing items
10 8
Tax allowances -55 -50
Deferred tax liabilities assessed in the reporting year for any
negative tax base not stated earlier
- -
Tax liabilities for the reporting year 31 37
Write-off of tax receivables assessed earlier for negative tax bases,
deferred tax receivable accrued during the reporting year
2
Income tax (as per the profit & loss account) - 39

6.6 Approval in the reporting period of the previous financial year's report, dividend payment

The Company's annual regular general meeting on 25 April 2025 approved – in view of the Management Board's report and the Audit Committee's and the auditor's comments, inter alia, – PannErgy Plc.'s individual (parent company) non-consolidated 2024 balance sheet, and profit and loss statement, prepared in accordance with the EU IFRSs, in line with the relevant proposal and the auditor's report, with HUF 10,010 million total assets and the same amount as total liabilities, and a HUF 148 million profit after taxes. The General Meeting – taking into account the reports of the Management Board, the Audit Committee and the auditor – also acknowledged and adopted the Company's consolidated report relating to PannErgy Plc.'s business operations in 2024, prepared in accordance with the EU IFRS, with a total amount of HUF 28,683 million for both assets and liabilities (balance sheet total), HUF 1,405 million in the way of profit after taxes.

After the approval of the separate and the consolidated reports, the Company's annual, regular General Meeting adopted resolution No. 3/2025 (IV.25.) to the effect that the Company will not pay dividends for the 2024 business year.

6.7 Changes in the capital, management and organisation of the Company

On 30 June 2025 the Company's share capital (subscribed capital) amounted to HUF 360 million, equalling 18,000,000 ordinary shares of a nominal value of HUF 20 each. There was no change in the Company's share capital in the first half of the reporting period. The subscribed capital is stated in the financial reports in its total amount as issued, while the number of shares is presented net of the amount of repurchased treasury shares.

Subsequent to the cut-off date of this semi-annual report, on 27 July 2025 – pursuant to the General Meeting resolution dated 25 April 2025 – the Company implemented a share capital reduction where following the cancellation of 2,000,000 treasury shares on 18 August 2025, the total number of PannErgy shares in issue decreased from 18,000,000 to 16,000,000. At the same time, the subscribed capital decreased from HUF 360 million to HUF 320 million.

On 31 March 2025, PannErgy Plc. and its wholly owned subsidiary PannErgy Geothermal Plants CPlc. entered into an agreement with MVM Energetika CPlc. to purchase 1,675,745 ordinary shares of PannErgy Plc. held by MVM, to be acquired as treasury shares. The Company disclosed the detailed terms of the transaction in its public announcement of 31 March 2025.

Out of the total number of shares included in the agreement, 975,745 shares were purchased by PannErgy Geothermal Plants CPlc. in a fixed "large in scale" stock exchange transaction on 1 April 2025 at an average price of HUF 1,512 per share.

The remaining 700,000 treasury shares were purchased on 4 September 2025, also at the contractual price of HUF 1,512 per share.

With respect to the treasury share transactions, more detailed information is available in the Company's public disclosures and in Chapter 10.2. "Changes in treasury shares (number of shares) in H1 2025 (RS2.)" of this interim management report.

The Company's management remained unchanged in H1 2025. The data of the senior officers and the details of the PannErgy Plc. ordinary shares they hold are to be found in Chapter 11.2 Persons in managerial positions, (strategic) employees affecting the functioning of the Issuer (TSZ2).

6.8 Share-based payments

The Company has no share option programme in place; therefore, no change took place in the Company's portfolio of treasury shares, and no cost was incurred, in relation such programmes or any other share-based payments. The Company shows no liability in its financial statements on the first half of 2025 in relation to share-based payments.

6.9 Publicity, key events that occurred by the time of the publication of the semi-annual report

The Company posts regular and extraordinary notices on its website at (www.pannergy.com), among other things. The publications and public information released by PannErgy Plc. may make it considerably easier to understand and judge the Company's operations and economic position, therefore they are important supplements to the information disclosed herein.

Significant events marked with dates falling between 1 January 2025 and 19 September 2025, shown in the table in section 12. Data sheets associated with extraordinary notices / Extraordinary and other notices published during the reporting period (ST1.) occurred after the cut-off date of the semi-annual report. Based on the references the complete information is accessible at the Company's official places of disclosure.

7 The PannErgy Group's strategy, environmental objectives

The core element of the strategy of the PannErgy Group, the region's dominant company utilising geothermal heat, is to play a key role in countering climate change by its environmentally friendly services of high operational reliability, and to enable major reductions in energy related expenditures by implementing environment preserving capital projects. PannErgy Plc. uses clean and renewable energy solutions to build the future, giving every generation the opportunity to create value by applying the principles of environmental protection and sustainability. The Company has set itself the goal of becoming a market leader in the Central and Eastern European region through the use of geothermal energy, which provides significant economical and ecological value for now and in the future.

7.1 Impact of climate change on PannErgy's heat markets

One of the tangible effects of climate change in Hungary manifests itself in the form of frequent volatile and extreme changes in weather conditions, including ambient temperatures, and a rise in the average temperature of winter months from the historically cold, steadily sub-zero range to markedly above the freezing point. These changes are not expected to have an adverse impact on the output of geothermal heat generation. In fact, taking the average over a horizon of several years, the perspectives of input into district heating systems seem favourable. This is due to the fact that daily geothermal heat sales can be maximised even when outside temperatures are above freezing point during the heating season. At the same time, the potential decrease in demand for heat during the transitional seasons may be offset by the growth in the potential of the increasingly mild winter periods.

The demand for energy in the large district heating systems supplied by the PannErgy Group is far greater than the amount of geothermal energy that can be fed into those systems. Accordingly, any changes in demand for heat in those heating systems stemming from climate change are not expected by the Company to have any materially negative effects on PannErgy in terms of trend.

The primary goal of PannErgy is to utilise its substantial uncommitted thermal capacities in addition to those currently used, which is expected to further reduce sensitivity to ambient temperature changes. The Company is continuously monitoring the expansion of heat sales at all project sites.

With hydrocarbon markets subject to radical and hectic price fluctuations in previous years, supply uncertainties due to war and other situations, and the high cost of carbon emission quotas, the competitiveness of geothermal energy has continued to grow and is now unquestionable.

The most important areas for potentially utilising free thermal capacities include:

  • implementation of energy efficiency and optimisation projects with existing customers;
  • cold energy projects aimed at the utilisation of the so-called 'summer' heat;
  • connection of new customers indirectly through district heating systems or directly to the geothermal systems on the primary or the secondary (return) sides; and
  • technical, energy and R&D projects aimed at the improvement of heat production efficiency.

In addition to combating climate change, PannErgy also makes a significant contribution to reducing Hungary's and Europe's fossil fuel dependency, which is even more exacerbated by the ongoing armed conflicts.

With the introduction of two-element pricing as described above, the impact of changes in the demand for heat affected by the regulatory pricing (e.g. weather) on the Company's profitability will be significantly reduced.

7.2 PannErgy Group's sustainability performance and emissions savings

The PannErgy Group believes that is important to determine the influence and impact its activities have on the environment and on society as a whole. In view of this, and in compliance with the relevant legal requirements, the ESG report for the year 2024 was also issued in the period under review, at the same time as the consolidated financial statements for the previous year.

In its ESG report published on 19 March 2025 (2\_PE\_ESG\_2024\_GRI\_EN.pdf) based on the Global Reporting Initiative (GRI) Universal Standards 2021 as guidelines, the Company presented its sustainability and environmental strategy together with its sustainability management, environmental, social and corporate governance (ESG) performance for 2024.

As a renewable energy producer and a major contributor to carbon footprint reductions, the Company sees ESG as a significant opportunity for establishing a framework to identify nonfinancial aspects that may have a material impact on the performance of an investment, including the assessment and presentation of new non-financial risks.

The ESG report explained in detail that since PannErgy's core business is renewable geothermal energy production with minimal emissions, therefore the Company's operation is characterised by emission saving, rather than emission.

The Company has defined the total annual emissions savings and the savings rate as key indicators for its overall strategic environmental objectives.

Total annual emissions savings is the amount of emissions (in tonnes) saved by the Company during the relevant business period from its direct and indirect heat-transfer partners, as a result of its core green energy production activity.

The emissions savings rate is the ratio between the greenhouse gas emissions of the energy used in the production and sale of the geothermal energy produced and theoretical greenhouse gas emissions calculated for a hypothetical production using an alternative fossil fuel source typical of the region.

PannErgy's consolidated greenhouse gas emissions savings rate was 70% in 2024, meaning that, in environmental terms, it saved during its operation approximately 3/4 units compared to fossil fuel emissions.

Based on the greenhouse gas emissions related to energy production, the Company emitted 30% of the GHG environmental burden of the natural gas-based power generation of 90% efficiency considered for the purpose of offsetting emissions in the reporting period. The Company's renewable energy production at its four project sites resulted in 102 thousand tonnes of CO2 emissions being offset during the reporting period.

Taking this into account, and the 30 thousand tonnes of CO2 GHG emissions detailed in the ESG report, the PannErgy Group offset (saved) 72 thousand tonnes of CO2 equivalent GHG emissions in 2024. Based on this, the PannErgy Group forecasts a similar ESG performance in 2025 as in the previous year 2024, with emissions savings of around 70%.

8 Main risks faced by the Company, associated changes and uncertainties

A particularly high geological risk is a specific feature of all geothermal projects, which the Group members mitigate by the gathering and integrated processing of the widest possible range of geological and other technical/professional and scientific information.

The main risks to which the PannErgy Group is exposed are summed up below:

Technology risk

Geothermal energy production entails unforeseeable risks, stemming from the unpredictable availability of the geothermal energy resources as well as the tolerance of the equipment used, to the unconventional operational environment. To mitigate this technological risk, the Company prepares each of its geothermal projects with great care for detail, after all reasonably accessible data and information that may affect implementation has been collected and evaluated.

Regulatory risk

In discussing the general regulatory risks it needs to be noted in particular that the selling price of the bulk of the heat sold by certain project companies engaged in heat generation and sale is subject to regulatory pricing, which is regularly, typically yearly but sometimes even quarterly, reviewed and adjusted by the pricing authority Hungarian Energy and Public Utility Regulatory Authority (HEA), thereby limiting, but at the same time ensuring, the Company's profitability. Resulting in considerable regulatory uncertainty concerning future sales prices, which the Company is monitoring by efficient and effective operative and strategic controlling over its operational activities.

The PannErgy Group has begun the examination of the impact of the Government Decree No. 263/2025 on the guarantee of origin of the thermal energy used in district heating, issued on 13 August 2025, on the Company's operations and future financial data.

Exchange rate risk

Some of the Company's operations involve foreign currencies and it issues its invoices in EUR as stipulated in the relevant agreements. Part of the Company's liabilities are denominated in EUR; most of them can be attributed to EUR-based long-term investment loans taken out for the implementation of geothermal projects and energy costs; moreover, the Company also has foreign and domestic suppliers with which accounts are settled and invoices are issued in EUR. Such revenues and expenditures, as well as assets and liabilities, involving settlements in foreign currencies entail risks resulting from fluctuations in currency rates – particularly, the EUR-HUF rates – which the PannErgy Group uses its best efforts to mitigate, primarily by maximising the coverage of its EUR expenditures by its EUR-based revenues.

Price risk

The Company runs no risks relating to exchange traded commodities or financial instruments. The electricity price changes listed among indirect costs are essentially automatically enforced – by legislation or trade contract – for the right period in the Company's main sales prices. It should be mentioned, however, that even though it is essentially a regulatory risk, the selling price of the bulk of the geothermal heat sold by PannErgy Group members that are engaged in generating and selling geothermal heat, as presented above, is a regulated price, which is reviewed and in some cases modified regularly.

Interest rate risk

The interest rate risk facing the PannErgy Group results primarily from its long term investment loans. Owing to the variable lending rates on its loans the Company is exposed to a cash-flow interest rate risk which is only partly offset by variable-rate financial assets; therefore, the Company faces a fair value interest risk due to its fixed-rate loans. To mitigate the interest rate risk entailed by its investment loans, the Company is replacing a significant part of its interest bases applying to its 6M EURIBOR-based variable-rate loans by fixed interest rates for the entire remaining term of each loan via interest rate swap (IRS) transactions. The interest rates fixed under the above transactions will remain unchanged even if market rates increase in the future; therefore, no such risk will be borne by the Company. The results of the interest rate swap transactions during the reporting period are shown in the financial incomes or the financial expenditures, as the case may be.

Interest rates on foreign currency loans are presented in section 5.7.

The PannErgy Group applies a dynamic analysis to its exchange rate risk exposure, through simulating a series of different financial models, factoring in refinancing, the renewal of existing positions and the involvement of alternative funding sources. The Company calculates the effect of interest rate fluctuations on P/L based on these scenarios. The Company uses the same fluctuations in the interest rates applying to each of the relevant currencies in its various models. Models are only developed for the liabilities involving the main interest bearing positions.

Lending risk

The lending risk is a financial risk of loss from potential non-performance of any contractual obligation by any of the Company's buyers, primarily in the form of failure to settle invoices. It should be noted in particular that the Company sells its products and services to a handful of customers, resulting in a limited degree of diversification, and therefore its credit risk is concentrated, but moderate due to focused counterparty monitoring.

Lending risk management is a group function. It is a responsibility for the members of the PannErgy Group to analyse and manage lending risks relating to their new customers before working out and offering terms and conditions of payment and delivery as befits their normal of business operations.

The lending risks faced by the PannErgy Group stem from liquid assets and cash equivalents, the bank deposits and security deposits placed with financial institutions as well as the exposure to buyers through the sale of energy, including receivables and transactions under which the Company assumes commitments. The Company manages its lending risks by detailed continuous buyer rating and effective receivable monitoring. In customer rating the customer's creditworthiness and credit limit are determined on the basis of its financial position, financial data, historical experience and other factors. No credit limit was exceeded during the reporting period, and the Company does not expect losses from default on the part of the partners concerned. Buyers' debts (trade receivables) are assessed and actions are taken, as necessary, regarding each buyer partner individually, at the end of the year.

Liquidity risk

Liquidity risk is the risk of the company's incapacity to settle its financial liabilities upon their respective due dates. The purpose of liquidity management is to ensure that sufficient funds are available to settle liabilities when they fall due. The Company's approach to liquidity management is aimed at providing sufficient liquidity for the settlement of liabilities on their respective due dates under both regular and tight conditions. The Company achieves adequate liquidity by adjusting the maturity of its funding sources to the timing of the financial obligations arising from the projects. The Company regularly prepares detailed cash flow forecasts and monitors operational forecasts that affect the Group's ability to meet its liquidity requirements to ensure adequate cash resources are available for operations and to service the Group's debt to financial institutions.

Epidemic risk and war risk

Expected human and economic impacts caused by potential pandemics in the future, the like of which was experienced in recent years, may result in consequences affecting a variety of different segments and participants of society and economy. In a pandemic situation similar to what we experienced in previous years, the impacts cannot be precisely or fully estimated, therefore such situations continue to entail risks. Given its very sectoral nature, the operation of the Company is not expected to be severely restricted by likely negative consequences of any future epidemic.

The indirect economic impacts of the war that broke out between Russia and Ukraine in 2022 did not materially affect the Company in either the base period or the period under review. The figures included in the Company's consolidated financial statements for H1 2025 were not materially affected by the events of the war.

It is not possible to estimate the future consequences and effects of the war conflict at the time of preparing these consolidated financial statements. Based on the information available, the potential future adverse effects of the war are expected to have a limited impact on the operation of the Company because the Company has no exposure to Russian or Ukrainian buyers, suppliers or creditors.

In addition, it should be noted that the geothermal heat production activity of the Company contributes directly to reducing the exposure of Hungary's energy dependence to external market participants (i.e. countries affected by the war) and circumstances.

Risk of the adverse effects of climate change

The activity of the Company is not influenced significantly by adverse climate change impacts; they do not have a material impact on its profitability. This is particularly true because of the introduction of dual pricing (reduced dependency on weather conditions), as described above. In addition, the activity of the Company is climate-neutral in the sense that the utility and value of the assets required for its core activity – geothermal heat generation – are not affected by the potential negative effects of the climate change. No additional investments are needed to mitigate the negative impacts of climate change, nor are additional costs (e.g. maintenance) incurred.

Moreover, it should be noted that the core element of the strategy of PannErgy Group – as the region's dominant company utilising geothermal heat – is to play a key role in countering climate change by its environmentally friendly services of high operational reliability, and to enable major reductions in energy related expenditures by implementing environment preserving capital projects.

The Company discloses the following information on its climate change and environmental activities as part of these consolidated financial statements in accordance with the recommendation of the European Securities and Markets Authority:

  • it acts as a renewable energy producer and is engaged in carbon-saving activities;
  • prepares a separate ESG Report in accordance with the requirements of the GRI Global Reporting Initiative, GRI Universal Standards 2021, in line with the regulations for listed companies;
  • the latest published ESG report for 2024 was published at the same time as the consolidated financial statements for 2024;
  • the ESG Report includes detailed information on carbon savings and emissions, with all assumptions evaluated and published. The carbon savings and emissions figures for the period under review are those included in the ESG report for 2024;
  • these consolidated financial statements do not contain information on specific provisions set aside for environmental protection or climate change, or information on contingent receivables, liabilities, environmental assets, their impairment loss, the scheduling of environmental projects/investments or their financial impacts;
  • the Company is not involved in green financing schemes or long-term green electricity purchase agreements;
  • based on the Company's renewable energy generation and carbon emission saving activity the report contains no information on carbon credits or renewable energy certificates – in the case of the Company there is no need for this kind of pollutant emission compensations.

9 Data sheets associated with financial reports, other detailed information

Name of the company: PannErgy Nyilvánosan Működő Részvénytársaság
Address of the company: H-1112 Budapest, Boldizsár utca 2.
Sector: Energy
Period: H1 2025 (1 January 2025 – 30 June 2025)
Phone: +36 1 323 23 83
E-mail address: [email protected]
Investor relations contact: Dénes Gyimóthy

9.1 General information on financial data (PK1.)

9.2 Companies included in the scope of consolidation (PK2.)

Name Equity/Sh
are
capital
(HUF milli
on)
Sharehold
ing (%)2
Voting
right 1 (%)
Consolidatio
n ratio2
Type of
consolid
ation
PannErgy Geothermal Plants CPlc. 2,072.70 100.00 100.00 100.00 Full
DoverDrill Mélyfúró Ltd. 86.00 100.00 100.00 100.00 Full
Arrabona Koncessziós Ltd. 6.10 100.00 100.00 100.00 Full
Miskolci Geotermia Ltd. 5.00 100.00 100.00 100.00 Full
Szentlőrinci Geotermia Ltd. 5.00 100.00 100.00 100.00 Full
DD Energy Ltd. 3.10 100.00 100.00 100.00 Full
Kuala Ltd. 3.00 100.00 100.00 100.00 Full
Berekfürdő Energia Ltd. 3.00 100.00 100.00 100.00 Full
Geo2Business Ltd. 3.00 100.00 100.00 100.00 Full

1 Voting right enabling participation in decision making at the general meeting of a company included in the scope of consolidation;

2The percentage rates relating to the share of ownership are to be construed indirectly. The ratios presented above show the respective shares of ownership and voting rights of PannErgy Plc. and in its fully owned PannErgy Geothermal Plants CPlc. in the various subsidiaries. The consolidation ratios are the same as the respective shares of ownership as at 30.06.2025.

There were no transactions (transformations, acquisitions or sales) affecting the consolidated subsidiaries of the Company.

9.3 Main off-balance sheet items, liabilities (PK6)

9.3.1 Contractual obligations and commitments for investment

The PannErgy Group has no material contractual investment commitment as at the end of the reporting period.

Following the investment made in the previous year under the grant awarded in 2022 for drilling the third geothermal production well of the Miskolc Geothermal Project, the production well was commissioned in the reporting period and the related authorisation procedures were undertaken.

No call for grant could be made for this project in previous periods, in accordance with the nature of the grant instrument and the ex-post financing type financial schedule contained in it. The financial settlement of the grant related to the post-financing tender took place after this semi-annual report's cut-off date, in July 2025.

In relation to PannErgy's project in the Budapest area, the Supervisory Authority for Regulatory Affairs (hereinafter: "SARA") has revoked PannErgy's previously obtained exploration licence, following which, in accordance with the above, a geothermal project can only be initiated by obtaining a concession right. The Company published an extraordinary announcement on 14 August 2025 following receipt of the decision.

PannErgy will consider the legal, professional and business opportunities and will be able to decide on the initiation of a possible geothermal project near Budapest based on the outcome of these assessments.

9.3.2 Commitments relating to asset management transactions

In concluding asset management transactions (sale and purchase of shares and other assets) the Company provides reasonable guarantees to secure the economic contents of the transactions. To the best of its knowledge the Company's management expects no obligation to perform significant tasks under the guarantees provided.

9.3.3 Other contingent liabilities

PannErgy Plc. and its subsidiaries have the following contingent commitments towards external parties on the cut-off date:

Restrictions of titles in assets relating to funding by financial institutions

Collateral of various types was provided at the end of the reporting period to the creditor financial institutions under external financing agreements concluded by members of the PannErgy Group in amounts of HUF 6,229 million and EUR 9,483 thousand. These are typically liens on receivables, assets, bank accounts or guarantees to the financing financial institutions.

Contingent commitments relating to application schemes

The members of the PannErgy Group participating in application schemes, are relieved from the obligation to provide such guarantees in relation to applications regarding all of its applications now in the project maintenance phase, in accordance with the applicable legal regulations.

Joint and several guarantees

PannErgy Geothermal Plants CPlc. has a joint and several guarantee in place in connection with the Miskolc Geothermal Project towards one of the heat receiving customers for commitments stemming from potential future loss events, in the amount up to HUF 100 million in the case of Miskolci Geotermia CPlc. and without a value limit for Kuala Ltd. No future cash outflows are probable in relation to this contingent liability, and accordingly no provision is made on the basis of probability estimates.

10 Data sheets relating to the share structure and the owners

10.1 Ownership structure, shareholdings and voting rights as of 30 June 2025 (RS1)

Total share capital = Introduced series
30.06.2025 31.12.2024
Shareholders %1 %2 number of %1 %2 number of
shares shares
Domestic institutions 34.07 43.47 6,132,629 34.08 40.67 6,133,935
Foreign institutions 9.4 11.99 1,691,331 9.39 11.21 1,690,867
Domestic private individuals 28.92 36.92 5,206,946 28.94 34.55 5,209,879
Foreign private individuals 0.35 0.45 63,048 0.33 0.39 58,885
Employees, senior officers 1.72 2.19 309,505 1.72 2.05 309,505
Own holding3 21.63 0 3,893,365 16.21 0 2,917,620
Owners that are part of the general
government system4
3.89 4.96 700,000 9.31 11.11 1,675,745
International Development 0 0 0 - - -
Institutions
Other 5 0.02 0.02 3,176 0.02 0.02 3,564
Total 100.00 100.00 18,000,000 100.00 100.00 18,000,000

1 Percentage of ownership

2 Voting right enabling participation in decision making at the general meeting of the Issuer (degree of influence)

3Own holding: Owned by the Company or by its fully owned subsidiary

4 Public administration body

5 Not matched shareholders

10.2 Changes in the number of treasury shares held by PannErgy Plc. in H1 2025 (RS2)

30.06.2025
(No. of shares)
31.12.2024
(No. of shares)
30.06.2024
(No. of shares)
At company level 2,002,417 1,982,417 3,982,417
Subsidiaries 1 1,890,948 935,203 935,203
Grand total 3,893,365 2 2,917,620 4,917,620

1 Treasury shares held by PannErgy Geothermal Power Plants Ltd., the Company's 100% subsidiary

2 On 2 April 2025, PannErgy Geothermal Plants CPlc. loaned 20,000 ordinary shares of PannErgy Plc. to PannErgy Plc., which resulted in the treasury stock shown in the table above following an intra-group treasury share transaction. This intra-group treasury share lending did not affect the PannErgy Group's treasury share holdings.

The treasury share buyback programme concluded during the reporting period

PannErgy Plc.'s Annual Ordinary General Meeting closing the business year 2023 – held on 30 April 2024 – authorised the Management Board by its Resolution No. 9/2024 (IV.30.) to purchase treasury shares up to an amount of HUF 1,500 million at a price of minimum HUF 1 and maximum HUF 1,997 per share, provided that the ratio of the treasury share portfolio to the total number of shares issued does not exceed 25% at any time during the term of the authorisation. The authorisation covers the period starting from 2 May 2024 and ending on 17 April 2025 and is strictly limited to share purchases on the stock exchange.

Within the framework of this treasury share buyback programme, the purchase of 975,745 shares, as described below, was carried out by PannErgy Geothermal Plants CPlc.

The treasury share buyback programme commenced during the reporting period

PannErgy Plc.'s Annual Ordinary General Meeting closing the business year 2024 – held on 25 April 2025 – authorised the Management Board by its Resolution No. 9/2025 (IV.25.) to purchase treasury shares up to an amount of HUF 1,500 million at a price of minimum HUF 1 and maximum HUF 2,072 per share, provided that the ratio of the treasury share portfolio to the total number of shares issued does not exceed 25% at any time during the term of the authorisation. The authorisation shall be valid for the period starting on 28 April 2025 and ending on 10 April 2026. Shares can be acquired through exchange-traded and over-the-counter transactions. The purchase price equals to the current market price corresponding to the prevailing bid and ask prices, and cannot exceed HUF 2,072 per share according to the resolution of the General Meeting.

Under this current treasury share buyback program, no treasury shares were purchased in H1 2025, between 28 April 2025 and 30 June 2025.

Purchases of treasury shares

On 31 March 2025, PannErgy Plc. and its wholly owned subsidiary PannErgy Geothermal Plants CPlc. entered into an agreement with MVM Energetika CPlc. to purchase 1,675,745 ordinary shares of PannErgy Plc. held by MVM, to be acquired as treasury shares. This is the quantity of own shares included in the statement in chapter 10.1 under the heading "Owners that are part of the general government system". The Company disclosed the detailed terms of the transaction in its public announcement of 31 March 2025.

Out of the total number of shares included in the agreement, 975,745 shares were purchased by PannErgy Geothermal Plants CPlc. in a fixed "large in scale" stock exchange transaction on 1 April 2025 at an average price of HUF 1,512 per share.

Following the transaction, the total number of PannErgy ordinary shares held by the Company as treasury shares increased to 3,893,365, representing a 21.63% ownership interest.

Following the transaction, the remaining 700,000 treasury shares were purchased on 4 September 2025, also at the contractual price of HUF 1,512 per share, as part of the treasury share buyback programme launched in the period under review.

Share capital reduction

The Company's Annual Ordinary General Meeting held on 25 April 2025, closing the 2024 business year, decided on decreasing the Company's share capital through General Meeting Resolution No. 8/2025 (IV.25.). Pursuant to the ruling of the Court of Registration of the Budapest Metropolitan Court of Justice issued on 29.07.2025 with effect from 27 July 2025, the number of PannErgy Plc. ordinary shares (ISIN identifier: HU0000089867) decreased from 18,000,000 to 16,000,000. At the same time, the subscribed capital decreased from HUF 360 million to HUF 320 million. The Company's Management Board has taken action to delist the treasury shares, with the capital transfer reducing the number of treasury shares by 2,000,000 on 18 August 2025.

10.3 The owners of shareholdings over 5%, as at 30 June 2025 (RS3)

Name Nationa
lity 1
Operation
2
Number of
shares
Shareholdi
ng (%) 3
Voting
rights (%)
3,4
Note 5
Beratti Fortis Ltd./
FCI Kompozit Ltd.
B T 3,186,010 17.70 22.59 F
Soltút Ltd./Kálmán Rencsár B T 1,814,241 10.08 12.86 F

1 Domestic (B), Foreign (K)

2 Custodian (L), General government system (Á), International Development Institute (F), Institutional (I), Business Association (T), Private (M), Employee, senior officer (D)

3 To be rounded to two decimals

4 Voting right enabling participation in decision making at the General Meeting of the Issuer

5 Pl.: strategic investor, financial investor etc.

11 Data sheets relating to the Issuer's organisation and operation

11.1 Changes in the number of employees during the reporting period (TSZ1.)

The PannErgy Group's headcount at the end of the reporting period and the base period:

30.06.2025 31.12.2024 30/06/2024
(number of persons) (number of persons) (number of persons)
PannErgy Plc. 1 1 1
Affiliated undertakings 17 17 18
Total: 18 18 19

The above figures show the average statistical headcount of PannErgy Group employees. On 30 June 2025, the actual number of permanent employees in the Group was 13, which is the same as of 30 June 2024. The difference between the average statistical headcount and the actual number of employees at the end of the period is attributable to part-time employment across group members.

Compared to the end of the previous year and to the previous year's half-yearly figures, there were no significant changes in staff numbers.

Natur
e 1
Name Position Date of
taking
office
Mandated until Number of
shares held
IT Dénes Gyimóthy Member, Vice
Chairman
31.08.2007 12.12.2022 -
Acting Chief Executive
Officer
Member, Chairman 13.12.2022 indefinite term -
IT Katalin Gyimóthy Member 28.04.2016 indefinite term -
IT Attila Juhász Member 31.08.2007 indefinite term -
IT Kálmán Rencsár Member 30.04.2020 indefinite term 307,000 2
IT Gábor Briglovics Member 16.04.2021 indefinite term -
István Jaksa Chief Executive Officer 13.12.2022 indefinite term 2,505

11.2 Persons in managerial positions, (strategic) employees affecting the functioning of the Issuer (TSZ2.)

Shareholdings (number of shares) TOTAL at 30 June 2025: 309.505

1 Member of Management Board (IT), Employee in strategic position (SP)

2 Direct share ownership

12 Data sheets related to extraordinary communication

12.1 Extraordinary and Other notices released during the reporting period (ST1.)

Date Type of news Subject, brief content
04.09.2025 Extraordinary information Own share transactions – Closing of the transaction to acquire
MVM's stake in PannErgy
31.08.2025 Extraordinary information Voting rights, share capital
18.08.2025 Extraordinary information Change in the extent of voting rights regarding treasury shares
14.08.2025 Extraordinary information Designation of the entire geothermal thermal springs area of
Budapest as a closed concession area, revocation of the exploration
licence
12.08.2025 Extraordinary information Information on the acquisition of shares by a person closely
associated with the person performing managerial responsibilities
07.08.2025 Extraordinary information Articles of Association
31.07.2025 Extraordinary information Voting rights, share capital
31.07.2025 Extraordinary information Registration of a share capital decrease
15.07.2025 Extraordinary information Quarterly production report
01.07.2025 Extraordinary information Voting rights, share capital
05.06.2025 Extraordinary information Disclosure of Transactions by Persons Discharging Managerial
Responsibilities
05.06.2025 Extraordinary information Owner's announcement
01.06.2025 Extraordinary information Voting rights, share capital
11.05.2025 Extraordinary information Articles of Association
01.05.2025 Extraordinary information Voting rights, share capital
25.04.2025 Extraordinary information Annual Report 2
25.04.2025 Extraordinary information Annual Report 1
25.04.2025 Extraordinary information ESG Report
25.04.2025 Extraordinary information Remuneration report
25.04.2025 Extraordinary information FT Report
25.04.2025 Extraordinary information General Meeting Resolutions
15.04.2025 Extraordinary information Quarterly production report
10.04.2025 Extraordinary information General Meeting
02.04.2025 Extraordinary information Information on the transfer of shares by a person closely associated
with a person performing managerial responsibilities
02.04.2025 Extraordinary information Treasury share transaction within the Group
02.04.2025 Extraordinary information Owner's announcement
01.04.2025 Extraordinary information Information on the acquisition of shares by a person closely
associated with the person performing managerial responsibilities
01.04.2025 Extraordinary information Own share transactions exceeding the voting right threshold
31.03.2025 Extraordinary information Voting rights, share capital
31.03.2025 Extraordinary information PannErgy to acquire MVM's stake in PannErgy in the form of own
share transactions
19.03.2025 Extraordinary information Proposals to the General Meeting 2
19.03.2025 Extraordinary information Proposals to the General Meeting 1
04.03.2025 Extraordinary information Invitation to the General Meeting
02.03.2025 Extraordinary information Voting rights, share capital
31.01.2025 Extraordinary information Voting rights, share capital
20.01.2025 Extraordinary information Resolution of the Hungarian National Bank on the prohibition of
unlawful conduct and imposition of a market surveillance fine against
the Issuer
15.01.2025 Extraordinary information Quarterly production report
06.01.2025 Miscellaneous information Extension of the market maker agreement

13 Date of authorisation of disclosure

The Company's Management Board authorised the disclosure of the Company's semi-annual report on 18 September 2025.

Budapest, 19 September 2025

Dénes Gyimóthy On behalf of the Management Board

14 Declaration on the legal conformity of the semi-annual report

DECLARATION

I, Dénes Gyimóthy, acting CEO, representative of the Management Board, hereby issue the following declaration in relation to the H1 2025 IFRS consolidated report of the PannErgy Group, pursuant to the statutory requirement laid down in Sections 3.3.2 and 3.4 of Appendix 2 on Semi-annual reports to Decree No. 24/2008 (VII. 15.) PM of the Minister of Finance:

The H1 2025 consolidated financial statements (consolidated semi-annual statement) of PannErgy Plc., prepared on the basis of the applicable accounting regulations to the best of our knowledge, in accordance with the IFRS rules, provides a true and reliable picture;

  • of the assets, liabilities, financial position, profit and loss of PannErgy Plc. as a public securities issuer, and the consolidated entities,
  • of the position, development and performance of PannErgy Plc. as a public securities issuer, and the consolidated entities,
  • describing the major events and transactions that took place during the reporting period and their impacts on PannErgy Plc. and the consolidated entities,
  • also indicating the main risks and uncertainties of relevance to the remaining six months of the current financial year.

PannErgy Plc., as issuer, is regulated by Article 4 of Regulation 1606/2002/EC of 19 July 2002 on the application of the International Accounting Standards, as a public shareholding company whose securities are authorised to be traded on the regulated market of a member state, therefore, it has compiled its consolidated semi-annual report in accordance with the international accounting standards published in the Official Journal of the European Union in the form of a regulation.

The consolidated report on H1 2025 has not been not audited by an independent auditor.

Budapest, 19 September 2025

Dénes Gyimóthy On behalf of the Management Board

This announcement is published in Hungarian and English languages. In case of any contradiction between these two versions, the Hungarian version shall prevail.

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