Enea S.A. — AGM Information 2018

Jun 25, 2018

Resolutions adopted by the Ordinary General Meeting of Shareholders of ENEA S.A. on 25 June 2018

Resolution No. 1

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding election of the Chairman of the Ordinary General Meeting

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

§1

The Ordinary General Meeting of ENEA S.A. hereby elects Ms. Beata Chłodzińska the Chairperson of the Ordinary General Meeting.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 328,091,438 Votes "against": 0 Votes "abstained": 0

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding adoption of the agenda of the Ordinary General Meeting

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

§ 1

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

• 1. Opening of the Ordinary General Meeting.
• 1. Election of the Chairman of the Ordinary General Meeting.
• 1. Stating that the Ordinary General Meeting has been duly convened and is capable of adopting resolutions.
• 1. Adoption of the agenda.
• 1. Presentation of the Report of the Supervisory Board of ENEA S.A. on its operations in 2017.
• 1. 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 2017, the Consolidated financial statements of ENEA Capital Group for the financial year ended on 31 December 2017 and the Report of the Management Board on the operations of ENEA S.A. and ENEA Capital Group in 2017.
• 1. 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 2017.
• 1. 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 2017.
• 1. 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 2017.
• 1. Adoption of a resolution regarding distribution of the net profit for the financial year covering the period from 1 January 2017 to 31 December 2017.
• 1. Adoption of resolutions on discharging Members of the Management Board of ENEA S.A. from liability in the performance of their duties in 2017.
• 1. Adoption of resolutions on discharging Members of the Supervisory Board of ENEA S.A. from liability in the performance of their duties in 2017.
• 1. Closing the Ordinary General Meeting.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 328,091,438 Votes "against": 0 Votes "abstained": 0

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding approval of the Report of the Management Board on the operations of ENEA S.A. and ENEA Capital Group in 2017

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

§ 1

The Ordinary General Meeting of ENEA S.A. approves the Report of the Management Board on the operations of ENEA S.A. and ENEA Capital Group in 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,486,914 Votes "against": 15 Votes "abstained": 604,509

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding approval of the Non-consolidated financial statements of ENEA S.A. for the financial year ended on 31 December 2017

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

§ 1

The Ordinary General Meeting of ENEA S.A. hereby approves the Non-consolidated financial statements of ENEA S.A. for the financial year ended on 31 December 2017 and composed of:

• 1. Non-consolidated statement of financial position as at 31 December 2017 showing a balance sheet amount of assets and liabilities equal to PLN 22,452,921 thou. (twenty two billion four hundred fifty two million nine hundred twenty one thousand zloty);
• 1. Non-consolidated profit and loss statement and other comprehensive income for the period from 1. January 2017 to 31 December 2017 closing with a net profit in the amount of PLN 1,813,324 thou. (one billion eight hundred thirteen million three hundred twenty four thousand zloty) and with the comprehensive income totalling to PLN 1,801,859 thou. (one billion eight hundred one million eight hundred fifty nine thousand zloty);
• 1. Non-consolidated change in equity statement for the financial year from 1 January 2017 to 31 December 2017 showing an increase in equity of PLN 1,691,498 thou. (one billion six hundred ninety one million four hundred ninety eight thousand zloty);
• 1. Non-consolidated cash flow statement demonstrating an increase in cash by PLN 131,604 thou. (one hundred thirty one million six hundred and four thousand zloty);
• 1. Notes to the Non-consolidated financial statements including a description of key rules of accounting applied and other explanatory notes.

6

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 323,242,046 Votes "against": 0 Votes "abstained": 4,849,392

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding approval of the Consolidated financial statements of ENEA Capital Group for the financial year ended on 31 December 2017

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

§ 1

The Ordinary General Meeting of ENEA S.A. approves the Consolidated financial statements of ENEA Capital Group for the financial year ended on 31 December 2017 and composed of:

• 1. Consolidated statement of financial position as at 31 December 2017 showing a balance sheet amount of assets and liabilities equal to PLN 28,312,994 thou. (twenty eight billion three hundred twelve million nine hundred ninety four thousand zloty),
• 1. Consolidated profit and loss statement and other comprehensive income for the period from 1 January 2017 to 31 December 2017 showing a net profit in the amount of PLN 1,164,891 thou. (one billion one hundred sixty four million eight hundred ninety one thousand zloty) with the comprehensive income totalling to PLN 1,112,072 thou. (one billion one hundred twelve million seventy two thousand zloty),
• 1. Consolidated statement of changes in equity for the financial year from 1 January 2017 to 31 December 2017 demonstrating an increase in equity by PLN 987,940 thou. (nine hundred eighty seven million nine hundred forty thousand zloty),
• 1. Consolidated cash flow statement showing an increase in cash by PLN 346,909 thou. (three hundred forty six million nine hundred nine thousand zloty),
• 1. Notes to consolidated financial statement covering a description of key rules of accounting applied and other explanatory notes.

8

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,486,914 Votes "against": 0 Votes "abstained": 604,524

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding distribution of the net profit for the financial year covering the period from 1 January 2017 to 31 December 2017

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

§ 1

The following distribution of the net profit for the period from 1 January 2017 to 31 December 2017 is determined in the amount of PLN 1,813,324 thou. (say: one billion eight hundred thirteen million three hundred twenty four thousand zloty):

100% of the net profit, i.e. PLN 1,813,324 thou., to increase reserve capitals designated for investment financing.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 305,970,999 Votes "against": 4,155 Votes "abstained": 22,116,284

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the President of the Management Board - Mr Mirosław Kowalik from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 1 January 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,482,764 Votes "against": 15 Votes "abstained": 608,659

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Management Board - Mr Piotr Adamczak from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 1 January 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,482,764 Votes "against": 15 Votes "abstained": 608,659

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Management Board - Mr Piotr Olejniczak from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting of ENEA S.A. grants Mr Piotr Olejniczak a discharge from liability in the performance of his duties as the Member of the Management Board during the period of 1 October 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,482,764 Votes "against": 15 Votes "abstained": 608,659

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Management Board - Mr Zbigniew Piętka from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting of ENEA S.A. grants Mr Zbigniew Piętka a discharge from liability in the performance of his duties as the Member of the Management Board during the period of 10 October 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,482,764 Votes "against": 15 Votes "abstained": 608,659

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Management Board - Mr Mikołaj Franzkowiak from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 1 January 2017 to 24 August 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,428 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,428 Votes "for": 327,486,904 Votes "against": 15 Votes "abstained": 604,509

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Management Board - Mr Wiesław Piosik from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 1 January 2017 to 24 August 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,087,298 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,087,298 Votes "for": 327,482,774 Votes "against": 15 Votes "abstained": 604,509

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Supervisory Board – Ms Małgorzata Niezgoda from liability in the performance of her duties in 2017

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

§ 1

The Ordinary General Meeting of ENEA S.A. grants Ms Małgorzata Niezgoda a discharge from liability in the performance of her duties as the Chairwoman of the Supervisory Board during the period of 1 January 2017 to 27 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,486,914 Votes "against": 0 Votes "abstained": 604,524

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Supervisory Board

– Mr Stanisław Kazimierz Hebda from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting of ENEA S.A. grants Mr Stanisław Kazimierz Hebda a discharge from liability in the performance of his duties as the Chairman of the Supervisory Board during the period of 28 December 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,482,764 Votes "against": 0 Votes "abstained": 608,674

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Supervisory Board – Mr Piotr Kossak from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting of ENEA S.A. grants Mr Piotr Kossak a discharge from liability in the performance of his duties as the Vice-Chairman of the Supervisory Board during the period of 1 January 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,486,914 Votes "against": 0 Votes "abstained": 604,524

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Supervisory Board – Mr Rafał Szymański from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 of 1 January 2017 to 31 December 2017, including the performance of his duties as the Member of the Management Board of ENEA S.A. for Corporate Affairs during his delegation to perform them, i.e. in the period from 24 August 2017 to 1 October 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,486,914 Votes "against": 0 Votes "abstained": 604,524

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Supervisory Board – Mr Rafał Bargiel from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 1 January 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,482,764 Votes "against": 4,150 Votes "abstained": 604,524

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Supervisory Board – Mr Sławomir Brzeziński from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 1 January 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,486,914 Votes "against": 0 Votes "abstained": 604,524

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Supervisory Board – Mr Wojciech Klimowicz from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 1 January 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,486,914 Votes "against": 0 Votes "abstained": 604,524

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Supervisory Board – Mr Tadeusz Mikłosz from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 1 January 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,486,914 Votes "against": 0 Votes "abstained": 604,524

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Supervisory Board – Mr Piotr Mirkowski from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 1 January 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,486,904 Votes "against": 0 Votes "abstained": 604,534

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Supervisory Board – Mr Paweł Skopiński from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 1 January 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,486,914 Votes "against": 0 Votes "abstained": 604,524

of the Ordinary General Meeting of the Company under the name of: ENEA Spółka Akcyjna having its registered office in Poznań, dated 25 June 2018

regarding discharging the Member of the Supervisory Board – Mr Roman Stryjski from liability in the performance of his duties in 2017

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

§ 1

The Ordinary General Meeting 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 1 January 2017 to 31 December 2017.

§ 2

The Resolution enters into force when adopted.

The number of shares from which valid votes were cast: 328,091,438 Percentage of the shares in the share capital: 74.32% Total of cast votes: 328,091,438 Votes "for": 327,482,764 Votes "against": 4,150 Votes "abstained": 604,524