Photon Energy Group Announces Share Buyback Programme

Amsterdam – 17 December 2022 – Photon Energy N.V. (WSE&PSE: PEN, FSX: A1T9KW) (the ‘Company’) informs that acting on the basis of the General Meeting Resolution which granted an authorization to the Management Board to acquire shares in the capital of the Company, for consideration, for the period of 18 months, commencing on 31 May 2022 and ending on 30 November 2023, the Management Board of the Company adopted as of 16 December 2022 a share buyback programme (the “”), which would comply with the procedure for purchasing financial instruments under buyback programs specified in Regulation (EU) No 596/2014 of the European Parliament (the “Regulation”) and of the Council of 16 April 2014 on market abuse and Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing the Regulation with regard to regulatory technical standards on the conditions applicable to buyback programmes and stabilisation measures (the “Standards”).

The Shares will be acquired by purchases on the public market on which the shares are traded or through a private contractual transaction between the Company (acting through Santander Brokerage Office Poland (the “Investment Firm”)) on one side and a selling shareholder on the other side. The conditions and terms of the share buy back are outlined in the ‘Programme‘, which is attached to this ad-hoc report, and they assume the following:

1. the Company intends to buy back a maximum of 250,000 (two hundred fifty thousand) shares in the capital of the Company, which constitutes approx. 0.42% (zero percent and 42/100) of the Company's issued share capital as of the day of 16 December, 2022;
2. The amount of funds allocated for the implementation of the Programme will not exceed PLN 3,750,000.00 (three million seven hundred fifty thousand zlotys 00/100);
3. the Programme will commence on 19 December 2022 and will last no longer than 6 (six) months, i.e. until 19 June 2023. Notwithstanding the preceding sentence, the Programme shall be terminated when the funds allocated by the Company for this purpose are exhausted;
4. the Company engaged the Investment Firm, i.e. Santander Brokerage Office Poland which will act as a sole broker on the basis of a brokerage mandate agreement regarding acquisition of the shares according to which the Investment Firm will acquire shares in the capital of the Company in line with terms and conditions of the Programme;
5. the Company will ensure an adequate public disclosure of the information, required by the Regulation and the Standards, on the Company’s website and through relevant information systems in Poland and the Czech Republic and Germany.

The purpose of the Programme is to meet the obligations arising from the share purchase programme for the employees of Photon Energy Group’s entities in accordance with the Employee Share Purchase Program Policy dated as of 1 October 2022.

About Photon Energy Group –

Photon Energy Group delivers solar energy and clean water solutions around the world. Its solar power services are provided by Photon Energy; since its foundation in 2008, Photon Energy has built and commissioned solar power plants with a combined capacity of over 120 MWp and has power plants with a combined capacity of 91.9 MWp in its proprietary portfolio. It is currently developing projects with a combined capacity of 920 MWp in Australia, Hungary, Poland and Romania and provides operations and maintenance services for over 380 MWp worldwide. The group’s second major business line, Photon Water, provides clean water solutions including treatment and remediation services, as well as the development and management of wells and other water resources. Photon Energy N.V., the holding company for Photon Energy Group, is listed on the Warsaw, Prague and Frankfurt Stock Exchanges. The company is headquartered in Amsterdam, with offices across Europe and in Australia.

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