Obligacje

This Invitation to Vote is addressed to all bondholders of the Green EUR Bond 2021/2027 (ISIN: DE000A3KWKY4) issued by Photon Energy N.V., hereinafter referred as the Bond.

This Invitation to Vote assumes a voting process will take place without an actual physical meeting of the bondholders (a “Vote without Meeting” pursuant to Section 18 SchVG). Bondholders are invited to submit their vote in text form (Section 126b BGB) in accordance with the procedure set out in the Invitation to Vote and in line with the document Vote Guidlines.

To participate in this Vote without Meeting (hereinafter referred to as Bondholders‘ Meeting), the holders of the Bond must prove their ownership with a proof of eligibility (a Special Confirmation and a Blocking Notice), in accordance with section 6.4 of this Invitation to Vote.

The Company is organising this Bondholders‘ Meeting to propose a number of preparatory measures in anticipation of a potential future restructuring of the Bond (the “Preparatory Measures”).

These Preparatory Measures are intended to address the Company’s current financial situation, support the continuity of its business operations and provide the Company with the flexibility required to navigate current market challenges while a restructuring solution is being developed.

At the same time, the Preparatory Measures are designed to address bondholders’ key interests by providing:

• independent oversight and representation through the appointment of a Joint Representative;
  
  
• greater transparency and information flow through the engagement of the Independent Business Review and regular reporting to bondholders by the Joint Representative;
  
  
• protection of bondholders’ rights by ensuring that any future restructuring proposal remains subject to a separate bondholder vote and cannot be approved by the Joint Representative acting alone.

Importantly, bondholders are not being asked to approve a restructuring of the Bonds at this stage. The purpose of this Bondholders‘ Meeting is solely to establish the framework and governance necessary to evaluate restructuring options and to prepare a restructuring proposal.

Any restructuring of the Bonds, including any changes to payment terms, maturity, interest or other key economic terms, will only be considered after completion of the Independent Business Review and will be presented to bondholders for approval at a separate bondholders’ meeting.

The Company believes that these Preparatory Measures represent a balanced approach that helps preserve value for all stakeholders while ensuring that bondholders are appropriately informed, represented and protected throughout the restructuring process.

The Issuer is seeking approval from the holders of the Bonds for the following three resolutions:

1. Appointment of a Joint Representative of the Holders (Gemeinsamer Vertreter der Gläubiger) within the meaning of Section 7 SchVG

Bondholders are asked to appoint Mr Klaus Nieding, an experienced German bond restructuring expert, as Joint Representative of the bondholders. He would represent the collective interests of bondholders during the restructuring process, monitor the Independent Business Review and restructuring discussions, and facilitate communication between bondholders and the Company. Any material changes to Bond terms and conditions would continue to require separate bondholder approval so there is no risk that any decission of Joint Representative is going to impact the rights of the bondholders without their approval. In particular the Joint Representative is not authorised to consent to any amendment to the Terms and Conditions, including any change to the principal amount, interest rate, Maturity Date or ranking of the Bonds. Those decisions can only be resolved through the bondholders’ meeting.

2. Waiver of Transparency Obligations pursuant to § 5(7)(i) of the Terms and Conditions

Photon Energy is asking bondholders to allow additional time, until 30 September 2026, to publish the audited 2025 Annual Report. If the report is not published by that date, the existing 1.0% interest step-up mechanism will apply retroactively.

Photon Energy proposes the appointment of an independent business reviewer from a leading international advisory and consulting firm (the “Independent Business Reviewer”) to provide an objective assessment of its financial position and business prospects. The Independent Business Reviewer will prepare a detailed report (the “BR Report”) setting out findings, conclusions and recommendations. The Independent Business Reviewer shall be appointed within 30 days following the publication of the Invitation to Vote and is expected to deliver the IBR Report at the latest on 15 October 2026.

3. Change to § 7(3)(g) of the Terms and Conditions relating to the Adjusted Equity Ratio

This resolution seeks to update the definition of the Adjusted Equity Ratio covenant to include the impact of adverse regulatory changes affecting energy markets in the countries where Photon Energy operates. This would extend the existing carve-outs, which already cover certain subsidy and taxation-related regulatory changes.

Why is this change needed?

During 2025, significant regulatory changes in the Polish energy market negatively affected the valuation and profitability of Photon Energy Group. Similar regulatory interventions may occur in other markets where the Group operates. Such changes can lead to accounting impairments or asset revaluations that reduce reported equity, even though they are outside the Company's control and do not necessarily reflect the underlying operational performance of the business.

The proposed amendment aims to ensure that the Adjusted Equity Ratio covenant continues to measure the Company's financial strength fairly and is not breached solely because of extraordinary regulatory decisions imposed by governments or regulators.

Importantly, the resolution does not remove the covenant, reduce bondholder rights, or change the 25% threshold. It only expands the list of exceptional circumstances under which a temporary shortfall in the ratio would be disregarded if it is directly attributable to material adverse regulatory changes beyond the Company's control.

The proposed candidate is Mr. Klaus Nieding, Rechtsanwalt and Fachanwalt für Bank- und Kapitalmarktrecht, partner at Nieding + Barth Rechtsanwaltsaktiengesellschaft, Frankfurt am Main. Mr. Nieding is a recognised expert in bond restructuring with extensive experience serving as joint representative in multiple German-law bond transactions. He has particular expertise in capital markets law, the German Bond Act (SchVG) and creditor representation in restructuring scenarios. The candidate has confirmed his willingness to accept the appointment through a declaration of acceptance (Annahmeerklärung).

The Vote without Meeting will take place in the form of off-line voting mode.

Holders who wish to participate in the Vote without Meeting must cast their vote (“Vote Submission”) in text form (Section 126b BGB) within the time period commencing on 1 September 2026 at 14:00 hrs (CEST) and ending on 8 September 2026 at 14:00 hrs (CEST) (“Voting Period”). Vote Submissions that are received by the Notary prior to commencement or after termination of the Voting Period will not be considered.

All documents which you may need to participate in the Vote without Meeting can be downloaded in the Bondholders' Meetings section of this webpage, above.

Please note that the Proof of Eligibility (Special Confirmation and Blocking Notice) must be duly completed and signed by your broker. Equivalent forms issued by your broker may also be accepted, provided they contain the required information.

Please follow our Guidelines for the exact instructions.

Holders who wish to participate in the Vote without Meeting must send their vote (“Vote Submission”) in text form within the time period commencing on 1 September 2026, 14:00 hrs (CEST), and ending on 8 September 2026, 14.00 hrs (CEST) (“Voting Period”). Vote Submissions that are received by the Notary after termination of the Voting Period will not be considered.

To vote you need to follow the below steps:

Step 1

Download and complete the Vote Submission Form and Special Confirmation and Blocking Notice form available on this webpage.

Step 2

Ask your broker or custodian bank for the proof of eligibility to vote, i.e:

• a Special Confirmation – a certification from your depository bank (the form can be downloaded from our website), and
  
  
• a Blocking Notice – to be downloaded from our website or provided by your broker

Step 3

Send your completed Vote Submission Form together with a Special Confirmation and Blocking Notice to the Notary between 1 September 2026 at 14.00 hrs CEST and 8 September 2026 at 14.00 hrs CEST.

Notary:
Mr. Kristof Schnitzler
“Photon Energy-Notes: Vote without Meeting”
Mendelssohnstraße 75-77, 60325 Frankfurt am Main
Email: PhotonEnergy1@schalast.com

Step 4

If you cannot do it yourself during this time window, you can send your instructions to the proxy holders who will vote on your behalf during the Voting Period. Please use the Proxy Form which you can download here. In the Proxy Form, you will find the names of proxy holders who can act on your behalf and submit your vote during the Voting Period.

Please follow our guidelines to vote which are available here.

All documents can be sent in electronic form or by post.

Your eligibility to vote must be demonstrated by:

(a) Special Confirmation

A Special Confirmation is a certification of the depository bank which states the aggregate nominal value and/or the number of the Bonds which were credited on the day of the issuance of this certification to the securities account of the respective Holder at this depository bank and in which such Holder actually holds the account.

(b) Blocking Notice

A Blocking Notice from the depository bank is a notice according to which the Bonds held by the Holder are blocked by the depository bank until the end of the Voting Period (i.e. 8 September 2026, at 14.00 hrs (CEST).

Holders should contact their depository bank in good time regarding the formalities of the Special Confirmation and the Blocking Notice. If the Special Confirmation and the Blocking Notice are issued after the Holder has cast its vote, the depository bank must also confirm that the information described under a) and b) applies already at and since the time of voting.

In a vote without meeting, the quorum in accordance with Section 18 para. 1 SchVG in conjunction with Section 15 para. 3 sentence 1 SchVG will only be satisfied if the bondholders who duly participate in the vote (i.e., in particular according to the provisions of the Invitation to Vote) in terms of value represent at least half of the outstanding Bonds.

Bonds whose voting rights are suspended do not count as outstanding Bonds.

If, at the end of the Voting Period, the Notary determines that there is no quorum, a bondholders’ meeting may be convened for the purpose of a new resolution pursuant to Section 18 para. 4 sentence 2 SchVG; such bondholders’ meeting is considered a second bondholders’ meeting within the meaning of Section 15 para. 3 sentence 3 SchVG. This second bondholders’ meeting has a quorum irrespective of the number of participating Holders. However, for resolutions whose effectiveness requires a qualified majority, those present must represent at least 25% of the outstanding Bonds.

Each Resolution shall be voted on and adopted separately. Resolution in sections 3.3 (Change to § 7(3)(g) of the Terms & Conditions relating to the Adjusted Equity Ratio) require a qualified majority of 75% of the votes cast. All other Resolutions (sections 3.1 through 3.2) require only a simple majority of the votes cast. The adoption or rejection of any one Resolution shall not affect the validity or effectiveness of any other Resolution.

No. The Company has deferred the coupons due on 23 February 2026 and 23 May 2026 and intends to defer the coupon due on 23 August 2026.

The deferred amounts are not being written off. They continue to accrue interest at 6.50% per annum until paid.

The timing of repayment of the deferred coupons and accrued interest will be proposed separately after completion of the Independent Business Review and will require a further bondholders’ vote.

The voting result will be determined by the Notary after the end of the Voting Period i.e. after 8 September 2026 and will be published as soon as possible in the German Federal Gazette (Bundesanzeiger), Luxemburger Wort and on the Company's website.

Please write to ir@photonenergy.com.