Energa S.A.

Share Issue/Capital Change • Jul 17, 2023

Current report No. 20/2023

Date: 15 July 2023

Subject: Reception of the proposed terms of the transaction for apurchase of shares in Energa Elektrownie Ostrołęka SA by the StateTreasury

Legal basis: Article 17 (1) of MAR - inside information

With reference to the current report No. 29/2021 of 23 July 2021 onsigning a cooperation agreement on the spin-off of coal assets and theirintegration within the National Energy Security Agency (_quot;NABE_quot;) theManagement Board of Energa SA ("Issuer") informs that on 14 July 2023Energa Wytwarzanie SA (a 100% subsidiary of the Issuer, "EWYT") receivedfrom the State Treasury (_quot;Buyer_quot;), represented by the Minister of StateAssets, a proposal for a non-binding document ("Document") summarizingthe terms of the purchase transaction by the Buyer of all shares inEnerga Elektrownie Ostrołęka SA (_quot;EEO_quot;) held by EWYT, constituting89.64% of EEO's share capital for the purpose of establishing NABE(_quot;Transaction_quot;).

In particular, the Document contains a proposal for the purchase priceof shares in EEO, key economic and legal conditions for the Transaction,including key provisions of the preliminary sale agreement and the finalsale agreement.

According to the Document, the amount of the sale price of the shares inEEO is PLN 153 million (_quot;Sale Price_quot;) based on the Enterprise Valuedetermined using the locked-box mechanism as at 30 September 2022.

As at the date of this report, EEO has no intra-group debt.

The Document does not constitute an offer or obligation to conclude anycontract.

The Document will be subject to further negotiations between EWYT andthe Issuer with the State Treasury, the aim of which will be to finalizeand sign the Document summarizing the terms of the Transaction for theacquisition of shares in EEO by the State Treasury. The Document will besigned only if negotiations between the State Treasury and the Issuer,EWYT and the following companies are completed: TAURON Polska EnergiaS.A., PGE Polska Grupa Energetyczna S.A. and ENEA S.A.

The Document is not binding. The Issuer and EWYT will conduct a detailedanalysis of the Document. Possible acceptance of the proposal willdepend on the Issuer obtaining the necessary corporate approvals.

The Document agreed and signed by the parties will be the basis for theMinister of State Assets to submit an application to the Prime Ministerfor the purchase of shares held by EWYT in EEO.

The core business of EEO is the production of electricity and heat basedon conventional sources. The EEO consists of three power units with atotal capacity of 690 MW. EEO is the only shareholder of Energa SerwisSp. z o. o. and ECARB Sp. z o. o.