Energa S.A.

M&A Activity • Jan 18, 2017

Current Report No.: 5/2017

Date of preparation: 18 January 2017

Subject: Information on the execution of an investment agreementconcerning the investment in Polimex-Mostostal S.A. and other agreementsforming part of that transaction.

Legal basis:

Article 17 Section 1 of the Regulation No. 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 on market abuse andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC ("MAR")

In reference to Current Report no. 54/2016 of 27 December 2016, theManagement Board of ENERGA SA ("Company") hereby reports that on 18January 2017 the Company signed the following agreements:

1.Investment Agreement with ENEA S.A., PGE S.A., PGNiG Technologie S.A.(along with the Company jointly referred to as "Investors") andPolimex-Mostostal S.A. ("Polimex") in which, subject to the conditionsprecedent set forth in that agreement, the Investors undertook to makean investment in Polimex. The investment consists of the Investorssubscribing to a total up to 150,000,000 series T common bearer shareswith a par value of PLN 2 (two Polish zloty) each, for the issue priceof PLN 2 (two Polish zloty) each ("New Issue Shares") issued by Polimexas part of the Polimex's share capital increase up to PLN 300,000,000(three hundred million Polish zloty) ("Investment Agreement"). Pursuantto the Investment Agreement, the Company undertook to subscribe to37,500,000 (thirty seven million five hundred thousand) New Issue Sharesfor the total issue price of PLN 75,000,000 (seventy five million Polishzloty). Pursuant to Resolution no. 4 adopted by the ExtraordinaryGeneral Meeting of Polimex on 28 December 2016, the offer of New IssueShares to individual Investors, their issue price and their numberoffered to the individual investors is subject to approval by thesupervisory board of Polimex. The Investment Agreement was concludedsubject to the following conditions precedent ("Conditions Precedent"):

(i)a binding memorandum of agreement is signed between Polimex,Towarzystwo Finansowe Silesia sp. z o.o. ("TFS") and Polimex's financialcreditors, that regulates the rules of restructuring Polimex's financialliabilities and in which the financial creditors and TFS agree for theInvestors to subscribe to the New Issue Shares and for the Investors toacquire joint control over Polimex;

(ii)Agencja Rozwoju Przemysłu S.A. ("ARP") and TFS sign an agreementobligating ARP to sell and TFS to purchase 146 series A convertiblebonds issued by Polimex;

(iii)SPV Operator sp. z o.o., a subsidiary of ARP ("SPV Operator") andthe Investors sign an agreement obligating SPV Operator to sell to theInvestors a total of 6,000,001 shares in Polimex after the ConditionsPrecedent are satisfied or waived by the Investors;

(iv)the extraordinary shareholder meeting of Polimex adopts a resolutionintroducing changes in Polimex's supervisory board and amendingPolimex's Articles of Association and Polimex files an application withthe National Court Register to register the amendment to the Articles ofAssociation.

2.Agreement between the Investors setting out the rules of cooperationand the mutual rights and duties of the Investors during the executionof the investment project contemplated in the Investment Agreement.

3.Agreement between the Investors and SPV Operator obligating theparties to the agreement, on the condition that the Conditions Precedentare satisfied, to conduct the transaction of selling a total of6,000,001 Polimex shares by SPV Operator to the Investors, in which theCompany undertook to purchase 1,500,000 Polimex shares;

4.Agreement between the Investors and TFS, under which TFS granted theInvestors, against remuneration, an option to purchase Polimex sharesfrom TFS if the TFS exercises its right to convert the convertible bondsissued by Polimex and undertook before the Investors not to convert itsseries A convertible bonds issued by Polimex without a prior writtendemand from the Investors.

Additionally, the Company reports that on 18 January 2017, havingexamined the application reported by the Company in its current reportno. 54/2016 of 27 December 2016, the President of the Office ofCompetition and Consumer Protection issued his approval for theconcentration involving acquisition of joint control over Polimex by theInvestors.