Energa S.A.

Management Reports • May 27, 2021

Current report No. 19/2021

Date: 27 May 2021

Subject: Amendment to the Agreement on cooperation in the division ofElektrownia Ostrołęka sp. z o.o.

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

The Management Board of Energa S.A. ("Issuer") informs that on 27 May2021 the Issuer, ENEA S.A. and Elektrownia Ostrołęka Sp. z o.o. (the"SPV") have entered into an amending agreement ("Annex") to theAgreement on cooperation in the division of Elektrownia Ostrołęka Sp. zo.o., the conclusion of which was announced by the Issuer in currentreport No. 84/2020 of 22 December 2020 ("Division Agreement").

Pursuant to the Division Agreement, as amended by the Annex, theseparation of the Gas Project from the SPV will be effected either (i)through the sale by the SPV of assets and liabilities (rights andobligations) and other elements comprising the Gas Project or (ii)through the division of the SPV by way of separation within the meaningof the Commercial Companies Code ("Transaction"). The possibility ofseparating the Gas Project from the SPV through the sale of assets andliabilities was not addressed in the original Division Agreement.

Also in the event of sale of the Gas Project, it should be sold to acompany indicated by the Issuer and being a part of the capital group ofthe Issuer or of the capital group to which the Issuer belongs,following independent valuation of the organised part of the enterprisecomprising the Gas Project carried out by a professional third party.

The Annex further introduced the following provisions amending theDivision Agreement:

1) the Issuer has the binding authority to ultimately select the mannerof carrying out the Transaction, taking into account the legitimateinterests of ENEA S.A. as a shareholder of the SPV.

2) in the event that the sale is opted for, after the execution of theTransaction, it is permitted to carry out separation (within the meaningof the Commercial Companies Code) of the rights and obligations assignedin the capacity contract for a 15-year support period concluded as aresult of the SPV's participation on 21 December 2018 in the CapacityMarket auction for the 2023 delivery year; the decision as to theseparation of the capacity contract will be subject to separatearrangements.

The parties plan to conclude the Transaction by the end of the secondquarter of 2021 (this date is not specified in the Division Agreement asamended by the Annex).