Enea S.A. — AGM Information 2019

Apr 30, 2019

Current Report No.: 11/2019

Date of preparation: 30 April 2019

Short name of issuer: ENEA S.A.

Legal basis: Article 56 item 1(2) of the Act on Offerings - current andperiodic information

Subject: Shareholder's request for extension of the agenda of theOrdinary General Meeting of ENEA S.A. convened for 20 May 2019

Content of report:

In relation to Current Reports No. 9/2019 and No. 10/2019 dated 19 April2019 on, respectively, convening the Ordinary General Meeting of ENEAS.A. ("OGM") and draft resolutions for said meeting, the ManagementBoard of ENEA S.A. ("Company") hereby informs that it received motionsfrom a Shareholder requesting pursuant to Art. 401 §1 of the CommercialCompanies Code that additional items be placed on the OGM's agenda, i.e.:

1.Adoption of a resolution on amending the Company's Statute,

2.Adoption of a resolution on changing the composition of theSupervisory Board.

Justification provided by the Shareholder concerning item 1:

"In connection with the amendment of the Act of 16 December 2016 on therules for management of state-owned property, it is necessary to makechanges to the provisions implemented in the Company's Statute in 2017.

The amended Act has clarified some provisions that raised doubts as totheir interpretation, which appeared after the Act came into force. Thisconcerns, inter alia, Article 17 item 2(1) of the Act where it wasspecified that contracts for legal services, marketing services, publicrelations services and social communication services as well asconsultancy services related to the management should require theconsent of the supervisory authority if the amount of remunerationforeseen for the provided services jointly in the agreement or any otheragreements concluded with the same entity exceeds PLN 500,000 netannually. The aim is to prevent the avoidance of agreements exceedingthis threshold by dividing such remuneration into several contractsconcluded with the same entity. In Article 17 item 4 of the Act relatingto the rules of disposal of fixed assets in a tender or auction andexceptions to the obligation to apply them, it was clarified that thethreshold set at PLN 20,000 relates to the market value.

The above changes shall be reflected in § 20 section 3 of the Statuteand § 36 of the Statute.

In addition, the amended Act allows for the possibility of assigning thecompetences referred to in Article 17 item 1 of the Act of 16 December2016 on the rules for management of state-owned property to theSupervisory Board of the Company. Considering the above, it is justifiedto make appropriate amendments to § 20 section 3 of the Statute withrespect to the disposition of fixed assets.

Additionally, the proposed changes concern the obligation introduced bythe Act to prepare

a report on the application of good practices defined by the PrimeMinister pursuant to Article 7 item 3 of the Act on the rules formanagement of state-owned property in the area of corporate governance,corporate social responsibility and sponsorship. The Act of 21 February2019 amending the Act on the rules for management of state-ownedproperty and certain other acts allowed for the possibility ofsubmitting reports referred to in Article 17 item 6 of the Act on therules for management of state-owned property to the supervisoryauthority instead of to the general meeting.

Other changes are of editorial nature.

At the same time, I would like to inform you that the draft resolutionsin the above-mentioned scope will be submitted without any undue delayafter they have been specified."

Justification provided by the Shareholder concerning item 2:

"In connection with the expiry of the term of office of the SupervisoryBoard on 2 July 2018, on the date of the Ordinary General Meeting for2018 the mandates of 8 members of the Supervisory Board will expire andas from that date they will cease to perform the functions of members ofthe Supervisory Board. The appointment of another Supervisory Boardmember to the Supervisory Board on 24 September 2018 commenced the newterm of office of the Supervisory Board. Therefore, in order to unifythe term of office of the Supervisory Board, it is necessary to dismissthat Supervisory Board member."

In view of the above, the Company hereby attaches the amended proposedagenda of the OGM, including the motions submitted by the Shareholder;however, until the date of this Current Report, the Shareholder has notpresented any draft resolutions on additional items on the agenda of theOGM referred to hereinabove.