Motion to convene ENERGA S.A. EGM regarding adoption of the resolution to increase share capital

ORLEN S.A. („ORLEN”, „Company”) informs that on 25 February 2026 Company’s Management and Supervisory Boards approved a motion (“Motion”) to convene an Extraordinary General Meeting (“EGM”) of ENERGA S.A. Motion shall be directed to the ENERGA S.A. Management Board includes an item regarding increasing ENERGA S.A. share capital. Company’s Management and Supervisory Boards consented the Company to subscribe for ENERGA S.A. shares in the increased share capital.

Increase of ENERGA S.A. share capital is planned as private placement with pre-emptive rights. The draft resolution of ENERGA S.A. EGM stipulates following parameters: price per share: PLN 18,50, pre-emptive right relation:  1:1,5000000036226 (1:1,5000000036226 pre-emptive right is required to acquire one new share), estimated total value of new issuance: PLN 5 106 827 727,00.

Equity issuance proposed by ORLEN is aimed at restructuring of the balance sheet by improving debt ratios to market levels and to support and finance further development plans of ENERGA S.A.

Currently ORLEN holds 381 055 710 of ENERGA S.A. shares, constituting 92,03% of ENERGA S.A. share capital and 94,09% of the total amount of votes at the ENERGA S.A. general meeting.

On 20 February 2026, within the Company, activities have been initiated to consider the possibility of providing ENERGA S.A. capital support, in particular, the preparations for submitting a Motion to the ENERGA S.A. Management Board. Then, on 24 February 2026 Company’s Management Board initiated preparation of the Motion. all these decisions were considered as an inside information, delayed by the Company until the Management and Supervisory Boards accepted the Motion. Legal basis: Article 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council.