PHOTON ENERGY N.V.: PE N.V. Announces Changes in the Shareholding Structure

POLISH FINANCIAL SUPERVISION AUTHORITY

UNI - EN REPORT No

/

2025

Date of issue:

2025-11-24

Short name of the issuer

PHOTON ENERGY N.V.

Subject

PE N.V. Announces Changes in the Shareholding Structure

Official market - legal basis

Art. 17 ust. 1 MAR

Unofficial market - legal basis

Contents of the report:

The Management Board of Photon Energy N.V. informs that it has received a notification from one of its shareholders, Solar Future Cooperatief U.A., regarding the signing of an agreement for an additional transfer of Photon Energy N.V. shares from Solar Future Cooperatief U.A. to Solar Age Investments B.V. (the Agreement ). As of the date of this Agreement, Solar Age Investments B.V. is co-owned by Solar Future Cooperatief U. A., controlled by Mr. Michael Gartner (51.67%), and Solar Power to the People Cooperatief U.A., controlled by Mr. Georg Hotar (48.33%). Based on this Agreement, Solar Future Cooperatief U.A. has transferred additional 548,375 Photon Energy N.V. shares (the „Transferred Shares“), each with a nominal value of EUR 0.01 (1 eurocent), to Solar Age Investments B.V. The purchase price for the shares was EUR 0.522 per share.

The transaction is executed as a second phase of the restructuring and consolidation of the loans extended by Photon Energy Group to its related parties and follows the first phase of the transaction reported by ESPI 25/2025. Upon completion of the loan consolidation process (“the Process”), all related-parties’ loans shall be consolidated and taken over by two entities i.e. Solar Power to the People Cooperatief U.A. and Solar Age Investments B.V. both fully controlled by Mr. Hotar. By completing this second phase, Mr. Gartner’s outstanding, direct and indirect liability towards Photon Energy N.V. was fully assumed by Solar Age Investments B.V. Mr. Gartner’s controlled entity, Solar Future Cooperatief U.A., has compensated Solar Age Investments B.V. for assuming the liability through the capital contribution as described in ESPI 25/2025, and through the transfer of shares to Solar Age Investments B.V. reported herein. Upon conclusion of this Agreement, Solar Age Investments B.V. owns in total 1,646,234 Photon Energy N.V. shares. As the last step of this Process, Mr. Gartner’s indirect stake in Solar Age Investments B.V. shall be transferred to Mr. Hotar’s controlled entity that will become 100% owner of Solar Age Investments B.V.

As of today (prior to the completion of the Process), the ultimate beneficial owners of the Company are Michael Gartner who owns 34.26% of the share capital and Georg Hotar who owns 33.59% of the share capital of the Company.

The shareholding structure as of today is attached.

Annexes

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Annex to ESPIreport 29-2025 Photon Energy Group Announces Change in the Shareholding Structure.pdf

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SIGNATURE OF PERSONS REPRESENTING THE COMPANY

2025-11-24

Georg Hotar

Director

Georg Hotar