Enea S.A. — AGM Information 2018

Sep 25, 2018

Attachment to the Current Report No. 50/2018 of 24 September 2018

Resolutions adopted by the Extraordinary General Meeting of ENEA S.A. on 24 September 2018

Resolution No. 1

of the Extraordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań dated 24 September 2018

regarding election of the Chairman of the Extraordinary General Meeting

Acting under Article 409 § 1 of the Commercial Companies Code and § 29.5 of the Company's Statute, the Extraordinary General Meeting of ENEA S.A. resolves as follows:

§1

The Extraordinary General Meeting of ENEA S.A. hereby appoints Ms. Beata Chłodzińska the Chairman of the Extraordinary General Meeting.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast : 330,406,289
Percentage of the shares in the share capital	: 74.85%
Total of cast votes	: 330,406,289
Votes "for"	: 330,385,484
Votes "against"	: 0
Votes "abstained"	: 20 805

The Resolution has been adopted in secret voting.

Resolution No. 2

of the Extraordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań dated 24 September 2018

regarding adoption of the agenda of the Extraordinary General Meeting

The Extraordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Extraordinary General Meeting of ENEA S.A. having its registered office in Poznań adopts the following agenda of the Extraordinary General Meeting:

• 1. Opening of the Extraordinary General Meeting.
• 1. Election of the Chairman of the Extraordinary General Meeting.
• 1. Stating that the Extraordinary General Meeting has been duly convened and is capable of adopting resolutions.
• 1. Adoption of the agenda.
• 1. Adoption of a resolution on expressing qualified consent to commence the Construction Stage in the Project Ostrołęka C.
• 1. Adoption of a resolution on appointing a member of the Supervisory Board of ENEA S.A.
• 1. Closing the meeting.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast : 330,406,289
Percentage of the shares in the share capital	: 74.85%
Total of cast votes	: 330,406,289
Votes "for"	: 330,406,239
Votes "against"	: 50
Votes "abstained"	: 0

The Resolution has been adopted in open voting.

At the request of two Shareholders, the Chairman of the Extraordinary General Meeting put the following resolution to a public vote:

Resolution

of the Extraordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań dated 24 September 2018

regarding ordering a break in the Extraordinary General Meeting

§ 1

Acting under Article 408 § 2 of the Commercial Companies Code a break in the Extraordinary General Meeting of ENEA S.A. is ordered until 23th October 2018, 10.00 a.m. in the Mercure Warszawa Centrum hotel at ul. Złota 48/54 in Warsaw.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast : 330,406,289
Percentage of the shares in the share capital	: 74.85%
Total of cast votes	: 330,406,289
Votes "for"	: 3,690,291
Votes "against"	: 245,357,768
Votes "abstained"	: 81,358,230

Resolution has not been adopted.

Resolution No. 3

of the Extraordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań dated 24 September 2018

on expressing qualified consent to commence the Construction Stage in the project Ostrołęka C

The Extraordinary General Meeting of ENEA S.A., acting for the purpose of fulfilling the condition as referred to in Article 8.6. of the investment agreement concluded on 8 December 2016 (hereinafter referred to as "the Investment Agreement") by and between ENEA S.A. and Elektrownia Ostrołęka sp. z o.o., amended by Annex No. 1 on 26 March 2018, the subject of which is the execution of the project Ostrołęka C, consisting in the preparation, construction and exploitation of a bituminous coal fired power unit for supercritical parameters of steam with a gross capacity around 1,000 MWe (hereinafter referred to as the "Project Ostrołęka C"), hereby resolves as follows:

§1

The Extraordinary General Meeting of ENEA S.A. expresses qualified consent to commence the Construction Stage of the Project Ostrołęka C, that is the stage understood as the period from the time when Elektrownia Ostrołęka sp. z o.o. issues a Notice to Proceed to the General Contractor to the time when the power unit executed as part of the Project Ostrołęka C is delivered for commercial exploitation.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast : 330,406,274
Percentage of the shares in the share capital	: 74.85%
Total of cast votes	: 330,406,274
Votes "for"	: 248,684,351
Votes "against"	: 22,197,263
Votes "abstained"	: 59,524,660

The Resolution has been adopted in open voting.

Resolution No. 4

of the Extraordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań dated 24 September 2018

on appointing a member of the Supervisory Board of ENEA S.A.

Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 33(1) of the Company's Statute, the Extraordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Extraordinary General Meeting of ENEA S.A. appoints Mr Paweł Andrzej Koroblowski as a member of the Supervisory Board of ENEA S.A for the 9th joint term of office.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast : 330,406,289
Percentage of the shares in the share capital	: 74.85%
Total of cast votes	: 330,406,289
Votes "for"	: 246,530,533
Votes "against"	: 24,273,145
Votes "abstained"	: 59,602,611

The Resolution has been adopted in secret voting.