Enea S.A. — AGM Information 2017

Jun 27, 2017

The resolutions adopted by the Ordinary General Meeting of Shareholders of Enea S.A. held on 26 June 2017.

Resolution No. 1

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding election of the Chairman of the Ordinary General Meeting of Shareholders

Acting under Article 409 § 1 of the Commercial Companies Code and § 29 item 5 of the Company's Statute, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. hereby appoints Ms. Beata Chłodzińska the Chairperson of the Ordinary General Meeting of Shareholders.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 344,082,130 Votes "against": 0 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding adoption of the agenda of the Ordinary General Meeting of Shareholders

The Ordinary General Meeting of Shareholders of Enea S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. having its registered office in Poznań adopts the following agenda of the Ordinary General Meeting of Shareholders:

1. Opening of the Ordinary General Meeting of Shareholders.

2. Election of the Chairman of the Ordinary General Meeting of Shareholders.

3. Stating that the Ordinary General Meeting of Shareholders has been duly convened and is capable of adopting resolutions.

4. Adoption of the agenda.

5. Presentation of the Report of the Supervisory Board of Enea SA on its operations in 2016.

6. Presentation of the opinion and report of a certified auditor from the audit of the Nonconsolidated financial statements of Enea S.A. for the financial year ended on 31 December 2016, Consolidated financial statements of Enea Capital Group for the financial year ended on 31 December 2016 and Report of the Management Board on the operations of Enea S.A. and Enea Capital Group in 2016.

7. Consideration and adoption of a resolution on the approval of the Report of the Management Board on the operations of Enea S.A. and Enea Capital Group in 2016.

8. Consideration and adoption of a resolution on the approval of the Non-consolidated financial statements of Enea S.A. for the financial year ended on 31 December 2016.

9. Consideration and adoption of a resolution on the approval of the Consolidated financial statements of Enea Capital Group for the financial year ended on 31 December 2016.

10. Adoption of a resolution regarding distribution of the net profit for the financial year covering the period from 01.01.2016 to 31.12.2016.

11. Adoption of resolutions on discharging Members of the Management Board of Enea S.A. from liability in the performance of their duties in 2016.

12. Adoption of resolutions on discharging Members of the Supervisory Board of Enea S.A. from liability in the performance of their duties in 2016.

13. Adoption of a resolution on acceptance of amendments in the Statute of Enea S.A.

14. Adoption of a resolution regarding amending the resolution No. 3 of the Extraordinary General Meeting of Shareholders dated 15 December 2016 on determination of remuneration of Members of the Management Board.

15. Adoption of resolutions regarding:

a) disposing of elements of fixed assets,

b) the procedure on the conclusion of contracts for legal services, marketing services, public relations services and social communication services and consultancy services related to the management and amendments to these contracts,

c) the procedure on the conclusion by the Company of agreements on donations, debt release or other agreements with similar effects,

d) terms and mode of disposing of fixed assets,

e) the obligation of reporting representation expenditures, expenses on legal services, marketing services, public relations services and social communication services and consultancy services related to the management,

f) specification of requirements for candidates for members of the Company's Management Board,

g) nomination of a member of the Management Board and qualification procedure for the position of a member of the Management Board.

h) regarding performance of the duties resulting from Article17 item 7, Article 18 item 2, Article 20 and Article 23 of the act on the principles of state assets management.

1. Adoption of resolutions regarding changes in the composition of the Company's Supervisory Board.

2. Closing the Ordinary General Meeting of Shareholders.

§ 2 The Resolution enters into force when adopted. The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 344,082,130 Votes "against": 0 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding approval of the Report of the Management Board on the operations of Enea S.A. and Enea Capital Group in 2016

Acting under Article 395 § 2(1) and Article 395 § 5 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. adopts the following:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. approves the Report of the Management Board on the operations of Enea S.A. and Enea Capital Group in 2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 344,082,130 Votes "against": 0 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

Approval of the Non-consolidated Financial Statement of ENEA S.A. for the financial year ending on 31 December 2016.

The Ordinary General Meeting of Shareholders, acting pursuant to Article 53 item 1 of the act on accounting and pursuant to Article 395 § 2(1) of the Commercial Companies Code, resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. hereby approves the Nonconsolidated financial statements of Enea S.A. for the financial year ended on 31 December 2016 and composed of:

1. Non-consolidated statement of financial position as at 31.12.2016 showing a balance sheet amount of assets and liabilities equal to PLN 18,217,925 thou. (eighteen billion two hundred seventeen million and nine hundred twenty five thousand Zloty); Non-consolidated profit and loss statement and other comprehensive income for the period from 01.01.2016 to 31.12.2016 closing with a net profit in the amount of PLN 620,243 thou. (six hundred twenty million two hundred forty three thousand Zlotys) and with the comprehensive income totalling to PLN 652,474 thou. (six hundred fifty two million four hundred seventy four Zlotys);

2. Non-consolidated change in equity statement for the financial year from 01.01.2016 to 31.12.2016 showing an increase in equity of PLN 652,474 thou. (six hundred fifty two million four hundred seventy four Zloty);

3. Non-consolidated cash flow statement demonstrating an increase in cash by PLN 217,190 thou. (two hundred seventeen million and one hundred ninety thousand Zloty);

4. notes to the Non-consolidated financial statements including a description of key rules of accounting applied and other explanatory notes.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 344,082,130 Votes "against": 0 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding approval of the Consolidated financial statements of Enea Capital Group in the financial year ended on 31 December 2016.

The Ordinary General Meeting of Shareholders, acting pursuant to Article 63c item 4 of the act on accounting and pursuant to Article 395 § 5 of the Commercial Companies Code, resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A.. approves the Consolidated financial statements of Enea Capital Group for the financial year ended on 31 December 2016 and composed of:

1. consolidated statement of financial position as at 31.12.2016 showing a balance sheet amount of assets and liabilities equal to PLN 24,536,519 thou. (twenty four billion five hundred thirty six million and five hundred nineteen thousand Zloty); 2. consolidated profit and loss statement and other comprehensive income for the period from 01.01.2016 to 31.12.2016 showing a net profit in the amount of PLN 848,913 thou. (eight hundred forty eight million nine hundred thirteen thousand Zlotys) with the comprehensive income totalling to PLN 886,327 thou. (eight hundred eighty six million three hundred twenty seven thousand Zlotys),

2. consolidated statement of changes in equity for the financial year from 01.01.2016 to 31.12.2016 demonstrating an increase in equity by PLN 889,126 thou. (eight hundred eighty nine million one hundred twenty six thousand Zloty);

3. consolidated cash flow statement showing an increase in cash by PLN 518,123 thou. (five hundred eighteen million and one hundred twenty three thousand Zloty),

4. notes to consolidated financial statement covering a description of key rules of accounting applied and other explanatory notes.

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 344,082,130 Votes "against": 0 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of:

Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding distribution of the net profit from the financial year covering the period from 01.01.2016 to 31.12.2016.

Acting pursuant to Article 395 § 2 item 2 and Article 348 § 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The following distribution of the net profit for the period from 01.01.2016 to 31.12.2016 is determined in the amount of PLN 620,243 thou. (say: six hundred twenty million two hundred forty three thousand Zloty):

• distribution of dividend to Shareholders - PLN 110,360,644.50, which constitutes PLN 0.25 earnings per share;

• increase of reserve capitals allocated to investment financing - PLN 509,882,355.50.

§ 2

The Ordinary General Meeting of Shareholders of Enea S.A. determines the dividend record date for 24.07.2017 and dividend payment date on 10.08.2017.

§ 3

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130

Percentage of the shares in the share capital: 77.94%

Total of cast votes: 344,082,130

Votes "for": 344,082,130

Votes "against": 0

Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

Discharging the President of the Management Board – Mr. Mirosław Kowalik from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Mirosław Kowalik a discharge from liability in the performance of his duties as the President of the Management Board during the period of 07.01.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding discharging the Member of the Management Board – Mr. Wiesław Piosik from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Wiesław Piosik a discharge from liability in the performance of his duties as the Member of the Management Board during the period of 07.01.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Management Board – Mr. Piotr Adamczak from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Piotr Adamczak a discharge from liability in the performance of his duties as the Member of the Management Board during the period of 15.02.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding discharging the Member of the Management Board - Mr. Mikołaj Franzkowiak from liability in the performance of their duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Mikołaj Franzkowiak a discharge from liability in the performance of his duties as the Member of the Management Board during the period of 15.02.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Management Board - Mrs. Dalida Gepfert from liability in the performance of their duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mrs. Dalida Gepfert a discharge from liability in the performance of her duties as a Member of the Management Board during the period from 01.01.2016 to 07.01.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Management Board – Mr. Grzegorz Kinelski from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Grzegorz Kinelski a discharge from liability in the performance of his duties as a Member of the Management Board during the period of 01.01.2016 to 07.01.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mrs. Małgorzata Niezgoda from liability in the performance of her duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mrs. Małgorzata Niezgoda a discharge from liability in the performance of her duties as the Chairwoman of the Supervisory Board during the period of 01.01.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mr. Piotr Kossak from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Piotr Kossak a discharge from liability in the performance of his duties as the Member of the Supervisory Board during the period from 15.01.2016 to 31.12.2016, including as the Vice-Chairman of the Supervisory Board in the period from 18.02.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mr. Rafał Szymański from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Rafał Szymański a discharge from liability in the performance of his duties as the Member of the Supervisory Board during the period from 01.01.2016 to 31.12.2016, including as the Secretary of the Supervisory Board in the period from 18.02.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mr. Sławomir Brzeziński from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Sławomir Brzeziński a discharge from liability in the performance of his duties as the Member of the Supervisory Board during the period of 01.01.2016 to 31.12.2016, including as the Member of the Management Board of Enea S.A. for Commercial Affairs in the period of being delegated to perform them, i.e. from 07.01.2016 to 15.02.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mr. Wiesław Piosik from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Wiesław Piosik a discharge from liability in the performance of his duties as the Member of the Supervisory Board during the period of 01.01.2016 to 07.01.2016, including as the President of the Management Board of Enea S.A. in the period of being delegated to perform them, i.e. from 01.01.2016 to 07.01.2016 to 15.02.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mr. Rafał Bargiel from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Rafał Bargiel a discharge from liability in the performance of his duties as the Member of the Supervisory Board during the period of 15.01.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

Discharging the Member of the Supervisory Board – Mr. Roman Stryjski from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Roman Stryjski a discharge from liability in the performance of his duties as the Member of the Supervisory Board during the period of 15.01.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mr. Piotr Mirkowski from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Piotr Mirkowski a discharge from liability in the performance of his duties as the Member of the Supervisory Board during the period of 15.01.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mr. Tadeusz Mikłosz from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Tadeusz Mikłosz a discharge from liability in the performance of his duties as the Member of the Supervisory Board during the period of 01.01.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mr. Wojciech Klimowicz from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Wojciech Klimowicz a discharge from liability in the performance of his duties as the Member of the Supervisory Board during the period of 01.01.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mr. Paweł Skopiński – from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Paweł Skopiński a discharge from liability in the performance of his duties as the Member of the Supervisory Board during the period of 05.09.2016 to 31.12.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mr. Tomasz Gołębiowski from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Tomasz Gołębiowski a discharge from liability in the performance of his duties as the Vice-Chairman of the Supervisory Board during the period of 01.01.2016 to 15.01.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mrs. Sandra Malinowska from liability for the performance of her duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mrs. Sandra Malinowska a discharge from liability in the performance of her duties as the Secretary of the Supervisory Board during the period of 01.01.2016 to 15.01.2016.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550 Votes "abstained": 0

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding discharging the Member of the Supervisory Board – Mr. Radosław Winiarski from liability in the performance of his duties in 2016.

Acting under Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders of Enea S.A. resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders of Enea S.A. grants Mr. Radosław Winiarski a discharge from liability in the performance of his duties as the Member of the Supervisory Board during the period of 01.01.2016 to 15.01.2016.

§ 2

The Resolution enters into force when adopted. The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 343,943,580 Votes "against": 138,550

Votes "abstained": 0

The Company explains that the Ordinary General Meeting of Shareholders of Enea S.A. did not adopt any resolution regarding amendment to § 5 of the Company's Statute via adding item 3 after item 2 with the following wording:

"3. The Company performs the activities relating to guaranteeing the energy security of the Republic of Poland."

Resolution No. 27

of the Ordinary General Meeting of Shareholders of the Company under the name of: Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding adoption of amendments in the Statute of Enea S.A.

Acting under Art. 430 § 1 of the Commercial Companies Code, having read the opinion of the Supervisory Board of Enea S.A. presented in the resolution No. 36/IX/2017 of 24.05.2017 on the subject matter:

§ 1

The General Meeting of Shareholders of Enea S.A. amends the Statute of Enea S.A. through amending § 20 item 4 of Enea S.A.'s Statute being the replacement of its existing wording and giving it a new one:

4. The requirement of Supervisory Board approval set out in § 20 item 2 and 3 above applies only if the General Shareholders Meeting is not authorised under this Statute or by law to grant its consent to such actions.

If the General Meeting is authorised to grant its consent to such actions, the Supervisory Board should comment on the admissibility of such actions beforehand. Subject to the provisions of § 20 item 2(2), the requirement of obtaining any consent foreseen in § 20 item 2 and 3 above from the Supervisory Board does not apply to concluding by the Company of agreements resulting from the conduct of core operations by the Company which is related to trade in electricity and gas, in particular within the following scope:

1) purchase or sale of electricity or gas,

2) comprehensive contracts containing the provisions of agreements on sale of electricity and agreement on the provision of electricity distribution services or comprehensive agreements containing the provisions of agreements on sale of gas and agreement on gas distribution services,

3) on provision of electricity and gas transmission services or on provision of electricity or gas distribution services,

4) acquisition or disposal of proprietary interests from certificates of origin for electricity generated in renewable energy sources, in cogeneration, from agricultural biogas or certificates of origin for agricultural gas,

5) acquisition or disposal of proprietary interests resulting from certificates of energy efficiency,

6) comprehensive road lighting service and other legal actions connected with the performance of the above mentioned agreements.

§ 2

The Supervisory Board of Enea S.A. is hereby authorised to determine a uniform text of the amended statute, pursuant to § 1 of this resolution.

§ 3

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130

Percentage of the shares in the share capital: 77.94%

Total of cast votes: 344,082,130

Votes "for": 300,292,973

Votes "against": 42,544,930

Votes "abstained": 100,244,227

Resolution No. 28 of the Ordinary General Shareholders Meeting of Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding: amendment to § 11 of the Company's Statute

Acting pursuant to art. 430 § 1 of the Commercial Companies Code the Ordinary General Meeting of Shareholders of Enea Spółka Akcyjna seated in Poznań ("Company") hereby adopts the following:

§ 1

The Ordinary General Meeting of Shareholders of the Company makes the following amendments to the content of the Company's Statute:

§ 11 receives the following wording:

§ 11

1. The Management Board regulations set out the operations of the Management Board, the terms and conditions of running the Company's affairs by the Management Board and adopting resolutions. The Management Board regulations are drafted by the Management Board on the basis of the guidelines set out by the Supervisory Board, adopted by a Management Board resolution, and approved by the Supervisory Board.

2. A resolution of the Management Board is required for all matters outside the scope of the Company's ordinary activity, including but not limited to:

1) adopting Company organisational by-laws, subject to their approval by the Supervisory Board,

2) creating and liquidating branches,

3) appointing an authorised signatory or an authorised representative, except for an attorney ad litem; appointing an authorised signatory requires the consent of all the members of the Management Board,

4) taking out loans or credit facilities,

5) adopting annual material and financial plans, including investment plans, and long-term strategic plans, subject to approval by the Supervisory Board

6) contracting contingent obligations, including the Company granting guarantees and sureties and issuing promissory notes

7) acquiring, disposing of or encumbering real property, rights of perpetual usufruct or shares in real property, on the basis of one or more legal acts in a period of 12 consecutive months, with a value greater than or equal to the equivalent of EUR 50,000.

8) giving over the Company's real property under a leasing, tenancy, lease, lending or usufruct agreement or for any other use,

9) assuming the leasing, lease, rent, usufruct or other use of real property on the basis of one or more legal acts during twelve consecutive months, with the value of rent for twelve consecutive months at least equivalent to EUR 50,000,

10) acquiring, disposing of or encumbering fixed assets, except for real property, rights of perpetual usufruct or shares in real property, on the basis of one or more legal acts in a period of 12 consecutive months, with a value greater than or equal to the equivalent of EUR 50,000,

11) any instance of offering fixed assets, except for real property, for leasing, lease, rent, borrowing, usufruct or any other use,

12) taking over fixed assets, except for real property, under a leasing, tenancy, lease or any other use, on the basis of one or more legal acts in a period of 12 months, where the value of the rent for 12 consecutive months is greater than or equal to the equivalent of EUR 50,000,

13) issues which the Management Board requests to be considered by the Supervisory Board or the General Shareholders Meeting.

14) determining the manner of exercising the Company's voting rights at the general meeting or at the general meeting of shareholders of the Significant Subsidiaries,

1. The Management Board is responsible for drafting the plans referred to in § 11 item 2 (5) and submitting them to the Supervisory Board for approval.

2. The Company's Management Board provides the General Meeting, at least once a year, with reports, together with the Supervisory Board's opinion, on representation expenditures, expenses on legal services, marketing services, public relations services and social communication services and consultancy services related to the management.

3. The Management Board is obliged, in companies towards which the Company is a parent under Article 4 item 3 of the act of 16 February 2007 on protection of consumers and competition, in conjunction with Article 17 item 7, Article 18 item 2, Article 20 and Article 23 of the act of 16 December 2016 on the principles of state assets management. 6. The Company's Management Board, at least once a year, prepares a report on the implementation by the Management Board of investment projects.

4. The resolutions of the Board of Management are adopted with majority of votes. In the event of an equal number of votes in adopting a Management Board resolution, the casting vote is held by the President of the Management Board.

5. The Management Board can:

1) adopt resolutions by telephone or by other means of remote communication, in a manner that allows all the Board members to communicate directly,

2) adopt resolutions without holding a meeting by placing signatures on the same copy (or copies) of a draft resolution or on separate documents with the same content, where the adoption of a resolution according to this procedure must be justified in writing in advance and the draft resolution must be presented to all members of the Management Board together with the justification.

§ 2

The Supervisory Board of Enea S.A. is hereby authorised to determine a uniform text of the amended statute, pursuant to § 1 of this resolution.

§ 3

The resolution enters into force when adopted and is effective as of the date of registering the amendments with the business register of the National Court Register.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94%

Total of cast votes: 344,082,130 Votes "for": 319,634,973 Votes "against": 6,952,738 Votes "abstained": 17,494,419

Resolution No. 29 of the Ordinary General Shareholders Meeting of Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding: amendment to § 13 of the Company's Statute

Acting pursuant to art. 430 § 1 of the Commercial Companies Code the Ordinary General Meeting of Shareholders of Enea Spółka Akcyjna seated in Poznań ("Company") hereby adopts the following:

§ 1

The Ordinary General Meeting of Shareholders of the Company makes the following amendments to the content of the Company's Statute:

§ 13 receives the following wording:

§ 13

1. The Management Board members or the entire Management Board are appointed and recalled by the Supervisory Board, subject to the provisions of § 14.

2. The Supervisory Board nominates a member of the Management Board after the conduct of the qualification procedure whose aim is verifying and assessing the qualifications of candidates and selecting the best candidate for the position of a Member of the Board.

3. The Supervisory Board conducts the qualification procedure if circumstances occur which justify the appointment of a Member of the Board,

4. The Supervisory Board initiating the qualification procedure for the position of the Member of the Board specifies, by a resolution, detailed rules and mode of the procedure, including in particular: the position being the subject of the procedure, date and place of admitting applications, date and place of conducting the qualification interview, scope of issues being the subject of the qualification interview, requirements and method of candidate assessment.

5. A candidate for a Member of the Board must satisfy the requirements specified in item 9 and 10.

6. A notice of the qualification procedure is published on the Company's website and in the Ministry of Energy's Public Information Bulletin,

7. The deadline for admitting applications may not be shorter than 14 days of the publication of the notice of the qualification procedure.

8. The Supervisory Board notifies the results of the qualification procedure to shareholders and grants access to the minutes of the qualification procedure.

9. A candidate for a Member of the Board of the Company may be a person who satisfies the following cumulative conditions:

a) holds a higher qualification or higher qualification obtained abroad and recognised in the Republic of Poland, subject to separate provisions.

b) holds at least 5 years of employment period based on a contract of employment, appointment, election, nomination, co-operative contract of employment, or provision of services based on another agreement or conducting business operations on own account,

c) holds at least 3 years of experience on managerial positions or independent positions or resulting from conducting business operations on own account,

d) satisfies requirements other than those mentioned in letter a-c specified in separate provisions, and in particular does not infringe upon limitations and prohibition to hold a position of a member of a management body in commercial companies;

1. Additionally, a candidate for the position of a member of the Management Board may not be a person who satisfies at least one on the below mentioned conditions:

a) holds a position of a social co-worker or is employed in a constituency office, senator's office, constituency and senator's office or an European Parliament member's office based on a contract of employment or provides work services based on a contract of mandate or another contract of a similar nature,

b) is a member of a body of a political party representing the political party and authorised to draw liabilities,

c) is employed by a political party based on a contract of employment or provides work services based on a contract of mandate or another contract of a similar nature,

d) holds a position in a company trade union or company trade union in a group company,

e) their social or paid for operations give raise to a conflict of interests in relation to the company's operations..

§ 2

The Supervisory Board of Enea S.A. is hereby authorised to determine a uniform text of the amended statute, pursuant to § 1 of this resolution.

§ 3

The resolution enters into force when adopted and is effective as of the date of registering the amendments with the business register of the National Court Register.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 332,612,958 Votes "against": 6,952,738 Votes "abstained": 4,516,434

Resolution No. 30 of the Ordinary General Shareholders Meeting of Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding: amendment to § 14 of the Company's Statute

Acting pursuant to art. 430 § 1 of the Commercial Companies Code the Ordinary General Meeting of Shareholders of Enea Spółka Akcyjna seated in Poznań ("Company") hereby adopts the following:

§ 1

The Ordinary General Meeting of Shareholders of the Company makes the following amendments to the content of the Company's Statute:

§ 14 item 1 receives the following wording:

Pursuant to the provisions of the act on commercialisation and some authorities of employees, if the average annual employment in the Company totals to over 500 employees, the Supervisory Board appoints one person to the Management Board elected by the Company's employees for the term of the Management Board."

§ 2

The Supervisory Board of Enea S.A. is hereby authorised to determine a uniform text of the amended statute, pursuant to § 1 of this resolution.

§ 3

The resolution enters into force when adopted and is effective as of the date of registering the amendments with the business register of the National Court Register.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 332,612,973

Votes "against": 6,952,738 Votes "abstained": 4,516,419

Resolution No. 31 of the Ordinary General Shareholders Meeting of Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding: amendment to § 18 of the Company's Statute

Acting pursuant to art. 430 § 1 of the Commercial Companies Code the Ordinary General Meeting of Shareholders of Enea Spółka Akcyjna seated in Poznań ("Company") hereby adopts the following:

§ 1

The Ordinary General Meeting of Shareholders of the Company makes the following amendments to the content of the Company's Statute:

§ 18 receives the following wording:

"The principles of determining the remuneration and amount of remuneration for members of the Management Board are set by the General Meeting taking into account the provisions of the act of 9 June 2016 on the principles of determining the remunerations of persons managing some companies."

§ 2

The Supervisory Board of Enea S.A. is hereby authorised to determine a uniform text of the amended statute, pursuant to § 1 of this resolution.

§ 3

The resolution enters into force when adopted and is effective as of the date of registering the amendments with the business register of the National Court Register.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 319,634,958

Votes "against": 6,952,738 Votes "abstained": 17,494,434

Resolution No. 32 of the Ordinary General Shareholders Meeting of Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding amendments to § 20 item 2 of the Company's Statute

Acting pursuant to art. 430 § 1 of the Commercial Companies Code the Ordinary General Meeting of Shareholders of Enea Spółka Akcyjna seated in Poznań ("Company") hereby adopts the following:

§ 1

The Ordinary General Meeting of Shareholders of the Company makes the following amendments to the content of the Company's Statute:

In 20 item 2 point 9 the dot shall be replaced with a coma and items 10, 11, 12 are added with the following wording:

10) issuing opinions on reports prepared by the Management Board on representation expenditures, expenses on legal services, marketing services, public relations services and social communication services and consultancy services related to the management,

11) issuing opinions on the principles of selling fixed assets specified in § 36,

12) approving the remuneration policy of a capital group.

§ 2

The Supervisory Board of Enea S.A. is hereby authorised to determine a uniform text of the amended statute, pursuant to § 1 of this resolution.

§ 3

The resolution enters into force when adopted and is effective as of the date of registering the amendments with the business register of the National Court Register.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94%

Total of cast votes: 344,082,130 Votes "for": 332,612,958 Votes "against": 6,952,753 Votes "abstained": 4,516,419

Resolution No. 33 of the Ordinary General Shareholders Meeting of Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding amendments to § 20 item 3 of the Company's Statute

Acting pursuant to art. 430 § 1 of the Commercial Companies Code the Ordinary General Meeting of Shareholders of Enea Spółka Akcyjna seated in Poznań ("Company") hereby adopts the following:

§ 1

The Ordinary General Meeting of Shareholders of the Company makes the following amendments to the content of the Company's Statute:

In 20 item 3 point 14 the ending dot shall be replaced with a coma and items 15, 16,17, 18, 19 are added with the following wording:

15) conclusion of a contract for legal services, marketing services, public relations services and social communication services and consultancy services related to the management if the amount of remuneration foreseen for the provided services exceeds PLN 500,000 net annually,

16) amendment of a contract for legal services, marketing services, public relations services and social communication services and consultancy services related to the management increasing the remuneration above the amount mentioned in item 15) above,

17) conclusion of a contract for legal services, marketing services, public relations services and social communication services and consultancy services related to the management in which the maximum value of the remuneration is not set,

18) conclusion of a contract of donation or another contract with a similar effect of the value exceeding PLN 20,000 or 0.1% of the sum of assets under the act of 29 September 1994 on accounting, set based on the last approved financial statements,

19) conclusion of a contract of debt release or another contract with a similar effect of the value exceeding PLN 50,000 or 0.1% of the sum of assets under the act of 29 September 1994 on accounting, set based on the last approved financial statements."

§ 2

The Supervisory Board of Enea S.A. is hereby authorised to determine a uniform text of the amended statute, pursuant to § 1 of this resolution.

§ 3

The resolution enters into force when adopted and is effective as of the date of registering the amendments with the business register of the National Court Register.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 332,612,958 Votes "against": 6,952,753 Votes "abstained": 4,516,419

Resolution No. 34 of the Ordinary General Shareholders Meeting of Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding amendments to § 20 item 5 of the Company's Statute

Acting pursuant to art. 430 § 1 of the Commercial Companies Code the Ordinary General Meeting of Shareholders of Enea Spółka Akcyjna seated in Poznań ("Company") hereby adopts the following:

§ 1

The Ordinary General Meeting of Shareholders of the Company makes the following amendments to the content of the Company's Statute:

§ 20 item 5 receives the following wording:

1. Other authorities of the Supervisory Board include:

1) making requests and motions as regards the determination of the remunerating principles and amount of remuneration for members of the Management Board subject to § 18,

2) suspending Management Board members in the performance of their duties for valid reasons,

3) granting consent for Management Board members to participate in the corporate bodies of other companies,

4) considering other matters raised by the Management Board.

5) in companies in which the Company is a parent under the provisions of art. 4.3 of the act of 16 February 2007 on protection of consumers and competition, an approval of the Company's Supervisory Board is required for specification of the voting rights at a General Meeting of companies with significance for the group in the following fields:

a) incorporation of another company by the company,

b) amendment of the statute or articles of association and scope of the company's operations,

c) merger, transformation, division, termination and liquidation of the company,

d) raising or reducing of the company's share capital,

e) sale or lease of the enterprise or its organised part, and establishment of limited property rights on it,

f) redemption of shares,

g) determination of remuneration for members of management boards and supervisory boards,

h) provisions relating to claims for damages suffered during the establishment of the Company or its management or supervision,

i) on issues mentioned in art. 17 of the act of 16 December 2016 on the principles of state assets management, subject to § 11 item 5."

§ 2

The Supervisory Board of Enea S.A. is hereby authorised to determine a uniform text of the amended statute, pursuant to § 1 of this resolution.

§ 3

The resolution enters into force when adopted and is effective as of the date of registering the amendments with the business register of the National Court Register.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 332,612,958 Votes "against": 6,952,753 Votes "abstained": 4,516,419

Resolution No. 35 of the Ordinary General Shareholders Meeting of Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding amendments to § 23 item 1 of the Company's Statute

Acting pursuant to art. 430 § 1 of the Commercial Companies Code the Ordinary General Meeting of Shareholders of Enea Spółka Akcyjna seated in Poznań ("Company") hereby adopts the following:

§ 1

The Ordinary General Meeting of Shareholders of the Company makes the following amendments to the content of the Company's Statute:

§ 23 item 1 receives the following wording:

"1. The Company's employees are entitled to elect Supervisory Board members in the manner set out by the prevailing provisions of law, including the provisions of the commercialisation act and some rights of employees."

§ 2

The Supervisory Board of Enea S.A. is hereby authorised to determine a uniform text of the amended statute, pursuant to § 1 of this resolution.

§ 3

The resolution enters into force when adopted and is effective as of the date of registering the amendments with the business register of the National Court Register.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 319,634,958 Votes "against": 6,952,753

Votes "abstained": 17,494,419

Resolution No. 36 of the Ordinary General Shareholders Meeting of Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding: amendment to § 36 of the Company's Statute

Acting pursuant to art. 430 § 1 of the Commercial Companies Code the Ordinary General Meeting of Shareholders of Enea Spółka Akcyjna seated in Poznań ("Company") hereby adopts the following:

§ 1

The Ordinary General Meeting of Shareholders of the Company makes the following amendments to the content of the Company's Statute:

§ 36 receives the following wording:

§ 36

1. Disposal by the Company of fixed assets under the meaning of the act of 19 September 1994 on accounting, of the value above 0.1% of the sum of assets, determined based on the last approved financial statements, is performed during a tender, if the value of sold assets does not exceeds PLN 20,000.

2. The company may dispose of fixed assets without a tender if:

1) the subject of the agreement are shares or other elements of the financial fixed assets or licenses, patents or other industrial property rights or know-how if the conditions and the mode of sale other than in a public tender are specified in a resolution of the Supervisory Board,

2) the sale takes place in the liquidation procedure subject to the terms specified in a resolution of the General Meeting subject to separate provisions,

3) the subject of sale are residential apartments owned by the company, and the sale takes place for the price not lower than 50% of their market value, to the tenant or a close person permanently residing with them in the meaning of art. 4.13 of the act of 21 August 1997 on property management; the price is specified taking into account that the subject of sale includes occupied apartments; the value of improvements made by the tenant are credited towards the price of the apartment,

4) in other justified cases, on the motion of the Management Board, for the price and subject to the terms specified in the Supervisory Board's resolution,

5) the sale is performed to subsidiaries,

6) the subject of the sale is allowances for emission of CO² and their equivalents.

1. The following mode of selling fixed assets is hereby determined:

1) A tender invitation is published in the Public Information Bulletin on the website of the Ministry of Energy, on the Company's website, in a visible, publicly available place in the Company's seat and in other places in which notices are customarily published/made.

2) The tender may be conducted not earlier than after 14 days of the publication of the tender invitation.

3) The following entities may not be offerers in the tender:

a) Members of the Management Board and Supervisory Board,

b) a business entity conducting a tender procedure and its Members of the Management Board and Supervisory Board,

c) entities to whom the performance of activities related to the conduct of the tender was entrusted,

d) a spouse, children and siblings of persons mentioned in items a-c,

e) persons who remain in a legal or factual relation with the person conducting the tender which may give reasonable doubts as regards the impartiality of the person conducting the tender.

1. The condition for accessing the tender is paying a bid security in the amount of at least 5 % of the asking price of the sold fixed assets. The Regulations mentioned in item 8 may foresee a higher bid security.

2. Before accessing the tender the Company specifies the asking price which may not be lower than the market value set by appraisers; if such a value may not be determined, the price may not be lower than the net book value.

3. The company may withdraw from the valuation of the sold fixed assets by an appraiser if:

1) the cost of appraisal evidently exceeds the market value,

2) the element of fixed assets has a fixed market price.

1. The tender is conducted in the following forms:

1) oral tender,

2) written tender.

1. The regulations determining the principles and mode of conducting the tender procedure, the content of the tender invitation, form of the tender and conditions governing the tender procedure are specified by the Company.

2. The tender organiser has the right to close the tender without selecting any offer, giving no reasons therefor.

3. The tender is won by the offerer who has made the highest bid.

§ 2

The Supervisory Board of Enea S.A. is hereby authorised to determine a uniform text of the amended statute, pursuant to § 1 of this resolution.

§ 3

The resolution enters into force when adopted and is effective as of the date of registering the amendments with the business register of the National Court Register.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 319,634,958 Votes "against": 6,952,753 Votes "abstained": 17,494,419 The Resolution shall be adopted in open voting.

of the Ordinary General Shareholders Meeting of

Enea Spółka Akcyjna having its registered office in Poznań

dated 26.06.2017

regarding: amendment to § 40 of the Company's Statute

Acting pursuant to art. 430 § 1 of the Commercial Companies Code the Ordinary General Meeting of Shareholders of Enea Spółka Akcyjna seated in Poznań ("Company") hereby adopts the following:

§ 1

The Ordinary General Meeting of Shareholders of the Company makes the following amendments to the content of the Company's Statute:

1) in § 40 item 6 shall be removed;

2) the existing item 7 in § 40 receives number 6.

§ 2

The Supervisory Board of Enea S.A. is hereby authorised to determine a uniform text of the amended statute, pursuant to § 1 of this resolution.

§ 3

The resolution enters into force when adopted and is effective as of the date of registering the amendments with the business register of the National Court Register.

The number of shares from which valid votes were cast: 344,082,130

Percentage of the shares in the share capital: 77.94%

Total of cast votes: 344,082,130

Votes "for": 332,612,958

Votes "against": 6,952,753

Votes "abstained": 4,516,419

Resolution No. 38 of the Ordinary General Shareholders Meeting of Enea Spółka Akcyjna having its registered office in Poznań dated 26.06.2017

regarding amending the resolution No. 3 of the Extraordinary General Meeting of Shareholders dated 15 December 2016 on determination of remuneration of Members of the Management Board.

The Ordinary General Meeting of Shareholders of Enea Spółka Akcyjna seated in Pozań ("Company") adopts the following:

§ 1

1. § 3 item 3 of a resolution No. 3 of the Extraordinary General Meeting dated 15 December 2016 is hereby amended and receives the following wording:

"3. Additional Management Goals are set for completion being the condition precedent for the possibility of obtaining the variable part of the remuneration, namely:

a) implementation of the principles of remunerating members of management and supervisory bodies compliant with the provisions of the Act in all the Capital Group companies until 30.06.2017,

b) configuration of the composition of supervisory boards in all Capital Group companies so that their members hold authorisation to sit in supervisory boards confirmed with a positive result of the examination for candidates for supervisory board members or hold authorisations which statutorily exempt them from the obligation to pass it, in particular hold a scientific degree of a PhD in economic or legal sciences, or are listed as a legal adviser, solicitor, chartered accountant or investment adviser until 31.12.2017,

c) performance of obligations mentioned in Article 17-20, Article 22 and Article 23 of the act of 16 December 2016 on the principles of state assets management until 31.12.2017.".

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 344,082,130 Percentage of the shares in the share capital: 77.94% Total of cast votes: 344,082,130 Votes "for": 313,325,526 Votes "against": 17,778,604 Votes "abstained": 12,978,000

The Resolution shall be adopted in open voting.

At the request of the proxy Shareholder - State Treasury, waived voting on the draft resolutions included under item 15 of the agenda.

As there were no motions filed as regards any changes in the composition of the Supervisory Board the voting foreseen under item 16 of the agenda was not conducted.