Enea S.A. — AGM Information 2019

Nov 19, 2019

The Management Board of ENEA S.A. ("Company"), acting pursuant to Article 399 § 1 in conjunction with Article 400 § 1 of the Commercial Companies Code and § 29 item 1 of the Company's Statute, hereby convenes the Extraordinary General Meeting of ENEA S.A., having its registered office in Poznań, for 19 December 2019, at 11.00 a.m. The Extraordinary General Meeting of ENEA S.A. will be held in Dago Centrum, 2nd Floor, Conference Room No. 1 at the address: ul. Rondo ONZ 1 in Warsaw.

Detailed agenda:

• 1. Opening of the Extraordinary General Meeting.
• 1. Election of the Chairperson 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 regarding the principles of determining remuneration of Members of the Management Board and on repealing Resolution No. 3 of the Extraordinary General Meeting of the Company: Enea Spółka Akcyjna, having its registered office in Poznań, dated 15 December 2016 regarding the principles of determining remuneration of members of the Management Board and on repealing Resolution No. 38 of the Ordinary General Meeting of Enea Spółka Akcyjna, having its registered office in Poznań, dated 26 June 2017 on amending Resolution No. 3 of the Extraordinary General Meeting dated 15 December 2016 regarding the principles of determining remuneration of Members of the Management Board and on repealing Resolution No. 3 of the Extraordinary General Meeting of the Company: Enea Spółka Akcyjna, having its registered office in Poznań, dated 28 December 2017 on amending Resolution No. 38 of the Ordinary General Meeting dated 26 June 2017 regarding the principles of determining remuneration of members of the Management Board.
• 1. Adoption of a resolution on amending Resolution No. 4 of the Extraordinary General Meeting of the Company: Enea Spółka Akcyjna, having its registered office in Poznań, dated 15 December 2016 regarding the specification of the principles of determining remuneration of members of the Supervisory Board.
• 1. Adoption of a resolution on covering the expenses incurred to hold the Extraordinary General Meeting.
• 1. Closing of the Extraordinary General Meeting.

The right to participate in the Extraordinary General Meeting of ENEA S.A.

Pursuant to Article 406¹ § 1 of the Commercial Companies Code, only persons who are shareholders of the Company sixteen days before the date of the Extraordinary General Meeting of ENEA S.A. (the day of registration of participation in the General Meeting), i.e. on 3 December 2019, have the right to participate in the Extraordinary General Meeting of ENEA S.A.

To ensure participation in the Extraordinary General Meeting of ENEA S.A., a shareholder authorised under dematerialised bearer shares should request – not earlier than after the announcement of convening of the Extraordinary General Meeting of ENEA S.A., and not later than on the first weekday after the day of registering the participation in the Extraordinary General Meeting of ENEA S.A., i.e. not later than on 4 December 2019 – from the entity keeping the securities account, the issuance of a personal certificate confirming the right to participate in the Extraordinary General Meeting of ENEA S.A. Certificates relating to the right to participate in the Extraordinary General Meeting of ENEA S.A. will form the basis for preparing lists sent to the entity at which the securities are deposited in accordance with the regulations on trading in financial instruments.

The list of shareholders authorised to participate in the Extraordinary General Meeting of ENEA S.A. will be displayed at the registered office of the Company in Poznań, at ul. Górecka 1 three weekdays before the day on which the Extraordinary General Meeting of ENEA S.A. is held, between 8.00 a.m. and 3.00 p.m. in Room 421. A shareholder may request to have the list of shareholders sent to him or her free of charge by e-mail, stating the address to which it should be sent. This request may be sent electronically to the Company's e-mail address: wz@enea.pl.

The right to participate in the Extraordinary General Meeting of ENEA S.A. by proxy.

A shareholder may attend the Extraordinary General Meeting of ENEA S.A. and exercise the voting right personally or via a proxy. Proxies of legal persons must present current extracts from relevant registers that list the persons entitled to represent these entities.

A proxy may exercise all of the shareholder's rights at the Extraordinary General Meeting of ENEA S.A., unless the proxy form states otherwise. A proxy may grant further proxies, if so entitled by the proxy form. A proxy may represent more than one shareholder and vote differently under the shares of each of those shareholders. A shareholder who holds shares recorded on a holding account may appoint separate proxies to execute rights attached to the shares on such accounts. A shareholder who holds shares recorded on more than one securities account may appoint separate proxies to execute rights attached to the shares on each of these accounts.

A proxy form authorising participation in the Extraordinary General Meeting of ENEA S.A. and exercising voting rights must be granted in writing or in an electronic form. Authorisations in an electronic format do not require affixing a secure electronic signature verified by a valid qualified certificate.

From the date of publication of this announcement on its website www.enea.pl under Investor Relations tab, the Company will provide, to download, a form containing a template of the electronic proxy form. The Company must be notified by means of electronic communication regarding the granting of a proxy in an electronic form. A shareholder must send, together with the notice regarding granting of a proxy in an electronic form, a scan of the proxy form and a scan of the ID card, passport or other document making it possible to identify the shareholder as the principal and to identify the proxy If the proxy is granted by a legal person (within the meaning of Article 33 of the Civil Code) or an organisational unit not being a legal person, but with legal capacity (within the meaning of Article 33¹ of the Civil Code), the shareholder as the principal must also send a scan of an extract from the register in which the principal is registered. If a proxy is a legal person or a business unit within the meaning of Article 33¹ of the Civil Code, the shareholder as the principal must also send a scan of an extract from the register in which the proxy is registered. Documents provided by electronic means that were not prepared in Polish must be translated into Polish by a sworn translator. All the above documents should be sent to the e-mail address: wz@enea.pl. A shareholder sending a notification to grant a proxy should at the same time send to the Company an e-mail address, through which the Company will be able to communicate with the shareholder and his or her proxy. The Company may take appropriate steps to identify the shareholder and the proxy. Verification may in particular consist of a request for confirmation by telephone or email from the shareholder and the proxy in order to confirm the granting of the proxy. The principles for notices regarding proxies and the identification of proxies and principals apply accordingly to notifying the Company regarding the cancellation of a proxy.

Notices regarding the granting and cancellation of proxies that do not conform to the requirements indicated above will not produce legal consequences with regard to the Company. The choice of the method of granting a proxy is up to the shareholder, and the Company will bear no liability for errors in filling out the proxy form or actions of persons acting pursuant to proxy forms. The provision of the above documents by electronic means does not release the proxy from obligation to present, during the preparation of the attendance list of persons authorised to participate in the Extraordinary General Meeting of ENEA S.A., documents allowing him/her to be identified.

Shareholders' entitlements.

A shareholder or shareholders of the Company who represent at least one-twentieth of the share capital are entitled to request that specific items be placed on the agenda of the Extraordinary General Meeting of ENEA S.A. Such a request, containing a justification or draft resolution concerning a proposed item of the agenda, should be submitted to the Management Board of ENEA S.A. not later than 21 days before the date of the Extraordinary General Meeting of ENEA S.A. This request may be sent electronically to the Company's e-mail address: wz@enea.pl, or in writing to the following address: Zarząd ENEA S.A., ul. Górecka 1, 60-201 Poznań.

Before the date of the Extraordinary General Meeting of ENEA S.A., a shareholder or shareholders of the Company representing not less than one-twentieth of the share capital may submit draft resolutions regarding matters placed on the agenda of the Extraordinary General Meeting of ENEA S.A. or matters to be placed on the agenda of the Extraordinary General Meeting of ENEA S.A. This notification may be sent electronically to the Company's e-mail address: wz@enea.pl, or in writing to the following address: Zarząd ENEA S.A., ul. Górecka 1, 60-201 Poznań.

During the Extraordinary General Meeting of ENEA S.A., each shareholder may submit draft resolutions regarding items placed on the agenda of the Extraordinary General Meeting of ENEA S.A. These drafts should be submitted in Polish.

Electronic communication and voting by correspondence.

As the Company's Statute does not allow participation and making statements during the Extraordinary General Meeting of ENEA S.A. by means of an electronic communication, the Management Board of ENEA S.A. would like to announce that it will not be possible to participate or vote at the Extraordinary General Meeting of ENEA S.A. in this manner.

Due to the fact that the Rules of the General Meeting do not foresee voting by correspondence, the Management Board of ENEA S.A. informs also that it does not allow voting by correspondence.

Access to documentation.

The full text of the documentation to be presented at the Extraordinary General Meeting of ENEA S.A. together with draft resolutions will be published on the Company's website: www.enea.pl under Investor Relations tab from the day on which the Extraordinary General Meeting of ENEA S.A. is announced. Remarks of the Management Board of ENEA S.A. or Supervisory Board of ENEA S.A. relating to the matters placed on the agenda of the Extraordinary General Meeting of ENEA S.A. or matters that are to be placed on the agenda of the Extraordinary General Meeting of ENEA S.A. before its date, will be available at the Company's website: www.enea.pl under Investor Relations tab, without delay after they have been prepared.

Additional information.

The Management Board of ENEA S.A. informs that it plans the audio and video registration of the proceedings of the Extraordinary General Meeting of ENEA S.A. held on 19 December 2019 and publication of the record from the Extraordinary General Meeting of ENEA S.A. on the Company's website.