Enea S.A. — AGM Information 2020

Jul 30, 2020

Resolutions adopted by the Ordinary General Meeting of ENEA S.A. on 30 July 2020

Resolution No. 1 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to elect the Chairperson of the Ordinary General Meeting

Acting pursuant to Article 409 § 1 of the Commercial Company Code and § 29(5) of the Company's Statute, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§1

The Ordinary General Meeting of ENEA S.A. hereby elects Ms. Dominika Lechowska as the Chairwoman of the Ordinary General Meeting.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339

Percentage of these shares in the share capital: 70.58%

Total number of votes cast: 311,587,339

Number of votes in favor: 311,587,339

Number of votes against: 0

Number of votes abstaining: 0

This resolution was adopted by secret ballot.

Resolution No. 2 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to accept 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. with its registered office in Poznań accepts the following agenda of the Ordinary General Meeting:

• 1. Open the Ordinary General Meeting.
• 1. Elect the Chairperson of the Ordinary General Meeting.
• 1. Assert that the Ordinary General Meeting has been convened correctly and is capable of adopting resolutions.
• 1. Accept the agenda.
• 1. Present the Report of the Supervisory Board of ENEA S.A. on its activity in 2019.
• 1. Present the report of the independent certified auditor on the audit of the Standalone Financial Statements of ENEA S.A. for the financial year ended 31 December 2019, the Consolidated Financial Statements of the ENEA Group for the financial year ended 31 December 2019 and the Management Board Report on the activity of ENEA S.A. and the ENEA Group in 2019.
• 1. Examine and adopt a resolution to approve the Management Board Report on the activity of ENEA S.A. and the ENEA Group in 2019.
• 1. Examine and adopt a resolution to approve the Standalone Financial Statements of ENEA S.A. for the financial year ended 31 December 2019.
• 1. Examine and adopt a resolution to approve the Consolidated Financial Statements of the ENEA Group for the financial year ended 31 December 2019.
• 1. Present ENEA S.A.'s report on representation expenditures, expenses on legal services, marketing services, public relations and social communication services and management consultancy services for the year ended 31 December 2019 with an opinion issued by the Supervisory Board.
• 1. Adopt a resolution to distribute net profit of the reporting period for the financial year covering the period from 1 January 2019 to 31 December 2019.
• 1. Adopt resolutions to discharge the ENEA S.A. Management Board Members on the performance of their duties in 2019.
• 1. Adopt resolutions to discharge the ENEA S.A. Supervisory Board Members on the performance of their duties in 2019.
• 1. Adopt a resolution to accept a document entitled "Remuneration Policy for members of the supervisory body and management body at ENEA Spółka Akcyjna", which received a positive opinion from the Supervisory Board.
• 1. Adopt resolutions to accept the amendments to the Statute of ENEA S.A. which received a positive opinion from the Supervisory Board.
• 1. Adjourn the Ordinary General Meeting.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 311,587,339 Number of votes against: 0 Number of votes abstaining: 0

This resolution was adopted by open ballot.

Resolution No. 3 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to approve the Management Board Report on the activity of ENEA S.A. and the ENEA Group in 2019

Acting pursuant to Article 395(2)(1) and Article 395(5) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. approves the Management Board Report on the activity of ENEA S.A. and the ENEA Group in 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,113,386 Number of votes against: 40 Number of votes abstaining: 22,473,913

This resolution was adopted by open ballot.

Resolution No. 4 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to approve the Standalone Financial Statements of ENEA S.A. for the financial year ended 31 December 2019

Acting pursuant to Article 53(1) of the Accounting Act and Article 395(2)(1) of the Commercial Company Code, the Ordinary General Meeting hereby resolves as follows:

§1

The Ordinary General Meeting of ENEA S.A. approves the Standalone Financial Statements of ENEA S.A. for the financial year ended 31 December 2019, consisting of:

• 1. Standalone statement of financial position as at 31 December 2019, showing a balance of assets and liabilities in the amount of PLN 24,696,633 thousand (twenty-four billion six hundred ninety-six million six hundred thirty-three thousand Polish zloty);
• 1. Standalone statement of comprehensive income for the period from 1 January 2019 to 31 December 2019, showing net profit of PLN 283,331 thousand (two hundred eighty-three million three hundred thirty-one thousand Polish zloty) and comprehensive income of PLN 278,333 thousand (two hundred seventy-eight million three hundred thirty-three thousand Polish zloty);
• 1. Standalone statement of changes in equity for the financial year from 1 January 2019 to 31 December 2019, showing an increase in equity by PLN 278,333 thousand (two hundred seventy-eight million three hundred thirty-three thousand Polish zloty);
• 1. Standalone statement of cash flows, showing an increase in cash by PLN 1,716,418 thousand (one billion seven hundred sixteen million four hundred eighteen thousand Polish zloty);
• 1. notes to the standalone financial statements, including a description of key accounting policies applied and other explanations.

§2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339

Number of votes in favor: 289,113,386 Number of votes against: 40 Number of votes abstaining: 22,473,913

This resolution was adopted by open ballot.

Resolution No. 5 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to approve the Consolidated Financial Statements of the ENEA Group for the financial year ended 31 December 2019

Acting pursuant to Article 63c(4) of the Accounting Act and Article 395(5) of the Commercial Company Code, the Ordinary General Meeting hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. approves the Consolidated Financial Statements of the ENEA Group for the financial year ended 31 December 2019, consisting of:

• 1. Consolidated statement of financial position as at 31 December 2019, showing a balance of assets and liabilities in the amount of PLN 32,843,854 thousand (thirty-two billion eight hundred forty-three million eight hundred fifty-four thousand Polish zloty);
• 1. Consolidated statement of comprehensive income for the period from 1 January 2019 to 31 December 2019, showing net profit of PLN 540,697 thousand (five hundred forty million six hundred ninety-seven thousand Polish zloty) and comprehensive income of PLN 470,287 thousand (four hundred seventy million two hundred eighty-seven thousand Polish zloty);
• 1. Consolidated statement of changes in equity for the financial year from 1 January 2019 to 31 December 2019, showing an increase in equity by PLN 430,609 thousand (four hundred thirty million six hundred nine thousand Polish zloty);
• 1. Consolidated statement of cash flows, showing an increase in cash by PLN 1,111,109 thousand (one billion one hundred eleven million one hundred nine thousand Polish zloty);
• 1. notes to the consolidated financial statements including a description of key accounting policies applied and other explanations;

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,113,386

Number of votes against: 40 Number of votes abstaining: 22,473,913

This resolution was adopted by open ballot.

Resolution No. 6 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to distribute net profit for the financial year covering the period from 1 January 2019 to 31 December 2019

Acting pursuant to Article 395(2)(2) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The following distribution is hereby set of net profit of ENEA S.A.'s reporting period for the financial year covering the period from 1 January 2019 to 31 December 2019 in the amount of PLN 283,331 (two hundred eighty-three million three hundred thirty-one thousand Polish zloty):

− allocate 100% of net profit, i.e. PLN 283,331 (two hundred eighty-three million three hundred thirty-one thousand Polish zloty) to increase the reserve capital, designated for investment financing.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 275,001,886 Number of votes against: 36,585,453 Number of votes abstaining: 0

This resolution was adopted by open ballot.

As item 11 of the adopted agenda was being considered, one of the Shareholders proposed the adoption of a resolution on a different distribution of profit in such a manner that ENEA S.A. would disburse a dividend of PLN 0.20 per share to each Shareholder, following which the Proxy of another Shareholder proposed the adoption of a resolution on a different distribution of profit in such a manner that ENEA S.A. would disburse a dividend of PLN 0.50 per share to each Shareholder. However, in view of the fact that the Ordinary General Meeting adopted a resolution to allocate 100% of the net profit generated in 2019 to increase the reserve capital, designated for investment financing, the proposals submitted by the said Shareholders became pointless and were not put to a vote.

Resolution No. 7 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Mirosław Kowalik, President of the Management Board, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Mirosław Kowalik, President of the Management Board, on the performance of his duties in the period from 1 January 2019 to 31 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,113,386 Number of votes against: 21,265,493 Number of votes abstaining: 1,208,460

This resolution was adopted by secret ballot.

Resolution No. 8 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Piotr Adamczak, Management Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Piotr Adamczak, Management Board Member, on the performance of his duties in the period from 1 January 2019 to 31 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,113,386 Number of votes against: 21,235,493 Number of votes abstaining: 1,238,460

This resolution was adopted by secret ballot.

Resolution No. 9 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Zbigniew Piętka, Management Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Zbigniew Piętka, Management Board Member, on the performance of his duties in the period from 1 January 2019 to 31 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,113,386 Number of votes against: 21,235,493

Number of votes abstaining: 1,238,460

This resolution was adopted by secret ballot.

Resolution No. 10 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Jarosław Ołowski, Management Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Jarosław Ołowski, Management Board Member, on the performance of his duties in the period from 21 May 2019 to 31 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,113,386 Number of votes against: 21,235,453 Number of votes abstaining: 1,238,500

This resolution was adopted by secret ballot.

Resolution No. 11 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Piotr Olejniczak, Management Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Piotr Olejniczak, Management Board Member, on the performance of his duties in the period from 1 January 2019 to 20 May 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,113,386 Number of votes against: 21,235,493 Number of votes abstaining: 1,238,460

This resolution was adopted by secret ballot.

Resolution No. 12 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Stanisław Kazimierz Hebda, Chairman of the Supervisory Board, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Stanisław Kazimierz Hebda, Chairman of the Supervisory Board, on the performance of his duties in the period from 1 January 2019 to 31 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,003,137 Number of votes against: 21,345,742 Number of votes abstaining: 1,238,460

This resolution was adopted by secret ballot.

Resolution No. 13 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Paweł Jabłoński, Vice-Chairman of the Supervisory Board, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Paweł Jabłoński, Vice-Chairman of the Supervisory Board, on the performance of his duties in the period from 1 January 2019 to 2 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,003,137 Number of votes against: 21,345,742 Number of votes abstaining: 1,238,460

This resolution was adopted by secret ballot.

Resolution No. 14 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Mariusz Pliszka, Supervisory Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Mariusz Pliszka, Supervisory Board Member, on the performance of his duties in the period from 21 May 2019 to 31 December 2019, including as Vice-Chairman of the Supervisory Board from 12 December 2019 to 31 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,003,137 Number of votes against: 21,345,702 Number of votes abstaining: 1,238,500

This resolution was adopted by secret ballot.

Resolution No. 15 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Piotr Mirkowski, Supervisory Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Piotr Mirkowski, Supervisory Board Member, on the performance of his duties in the period from 1 January 2019 to 31 December 2019, including as Secretary of the Supervisory Board from 1 January 2019 to 20 May 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,003,137 Number of votes against: 21,345,742 Number of votes abstaining: 1,238,460

This resolution was adopted by secret ballot.

Resolution No. 16 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Michał Jaciubek, Supervisory Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Michał Jaciubek, Supervisory Board Member, on the performance of his duties in the period from 21 May 2019 to 31 December 2019, including as Secretary of the Supervisory Board from 30 May 2019 to 31 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,003,137 Number of votes against: 21,345,702 Number of votes abstaining: 1,238,500

This resolution was adopted by secret ballot.

Resolution No. 19 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Paweł Koroblowski, Supervisory Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Paweł Koroblowski, Supervisory Board Member, on the performance of his duties in the period from 1 January 2019 to 31 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,003,137 Number of votes against: 21,345,742 Number of votes abstaining: 1,238,460

This resolution was adopted by secret ballot.

Resolution No. 20 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Ireneusz Kulka, Supervisory Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Ireneusz Kulka, Supervisory Board Member, on the performance of his duties in the period from 1 January 2019 to 31 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,003,137 Number of votes against: 21,345,742 Number of votes abstaining: 1,238,460

This resolution was adopted by secret ballot.

Resolution No. 21 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Maciej Mazur, Supervisory Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Maciej Mazur, Supervisory Board Member, on the performance of his duties in the period from 21 May 2019 to 31 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,003,137 Number of votes against: 21,345,702 Number of votes abstaining: 1,238,500

This resolution was adopted by secret ballot.

Resolution No. 23 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Roman Stryjski, Supervisory Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Roman Stryjski, Supervisory Board Member, on the performance of his duties in the period from 1 January 2019 to 31 December 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 289,003,137 Number of votes against: 21,345,742 Number of votes abstaining: 1,238,460

This resolution was adopted by secret ballot.

Resolution No. 24 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to accept a document entitled "Remuneration Policy for members of the supervisory body and management body at ENEA Spółka Akcyjna"

Pursuant to Article 90d(1) of the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies:

§ 1

The Ordinary General Meeting of ENEA S.A. hereby accepts the document entitled "Remuneration Policy for members of the supervisory body and management body at ENEA Spółka Akcyjna" forming an attachment to this resolution.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 273,519,449 Number of votes against: 16,832,437 Number of votes abstaining: 21,235,453

This resolution was adopted by open ballot.

REMUNERATION POLICY

FOR MEMBERS OF THE SUPERVISORY BODY AND MANAGEMENT BODY AT ENEA SPÓŁKA AKCYJNA

Preamble

This Remuneration Policy for members of the supervisory body and management body at ENEA Spółka Akcyjna (hereinafter referred to as "ENEA S.A."), hereinafter referred to as the "Policy" has been drawn up in connection with the coming into force, on 30 November 2019 of the amendments to the Act of 29 July 2005 on public offering and terms of introducing financial instruments into organized trading system and on public companies and certain other acts.

CHAPTER 1. Scope and goals of the Remuneration Policy for members of the supervisory body and management body at ENEA Spółka Akcyjna.

§1.

• 1. This Policy sets forth the principles of remuneration for:
  2. a) members of the supervisory body at ENEA S.A. (Supervisory Board);
  3. b) members of the management body at ENEA S.A. (Management Board);

in a way that reflects the connection between the fulfillment of the strategy adopted by the ENEA Group with the remuneration system. The Policy:

• defines the remuneration system, the levels of its individual components and the rules for awarding them;
• confirms compliance of the accepted remuneration rules with the generally applicable law,
• takes into account the market practices and the approach to remuneration, which ensures continuity of the company's activities.
• 1. The solutions adopted in the Policy have been set forth in a manner that is to contribute to the implementation of the business strategy, long-term interests, stability and development of ENEA S.A., which should be supported in particular by the levels, rules and structure of remuneration of Management Board members and Supervisory Board members, while taking into consideration the current financial standing of ENEA S.A. when awarding such remuneration.
• 1. The key principle underlying the Policy is to ensure the competitive level and effectiveness of remuneration and its transparency depending on the achieved performance. The general Policy framework serves the purpose of ensuring consistency of remuneration components while keeping them aligned with risk management and the long-term strategy.
• 1. ENEA S.A. pays remuneration to the Management Board and Supervisory Board members in accordance with this Policy, taking into account the acts of the Company's statutory bodies exercising their powers based on the provisions of the Act of 9 June 2016 on rules for setting the remuneration of persons managing certain companies.
• 1. The Policy was adopted while taking into account the financial standing of ENEA S.A.
• 1. The content of this Policy takes into account the working conditions and salary conditions of the Company's employees other than the Management Board and Supervisory Board members and the remuneration has been designed by dividing it into fixed and variable parts where the variable part of the remuneration is linked with the level of fulfillment of goals/tasks. The goals set to be fulfilled by the Management Board members for a given year are then cascaded to the companies of the ENEA Group and the ENEA S.A. employees.

CHAPTER 2. Description of the decision-making process conducted to establish, implement and review the remuneration policy.

§1.

• 1. The draft Policy is prepared by the Management Board and submitted to the Supervisory Board for an opinion and possible changes. Subsequently, the Management Board presents the draft Policy prepared by the Management Board and opined by the Supervisory Board to the General Meeting.
• 1. When preparing the Policy, the Management Board will be guided by the applicable law and market practices.
• 1. The final version of the Policy will be adopted by the General Meeting in a resolution.
• 1. A Policy resolution will be adopted no less frequently than every four years.
• 1. An amendment to the Policy requires that it is adopted in a General Meeting resolution.
• 1. Where there is a need to amend the Policy within a period shorter than four years from the adoption of the most recent amendment, the Management Board will draw up the amendment proposal and submit the draft to the Supervisory Board for its opinion and possible changes. The Management Board will then present the draft Policy opined by the Supervisory Board to the General Meeting. The Supervisory Board may also submit a request to the General Meeting to amend the Policy on its own initiative.
• 1. ENEA S.A. will immediately post the Policy and the General Meeting resolution regarding the Policy, the adoption date and voting results on its website. The documents will remain available at least as long as they are applicable.
• 1. Where it is required for the implementation of long-term interests or for ensuring financial stability or profitability of ENEA S.A., the Supervisory Board may decide to suspend the application of the Policy temporarily by adopting a resolution setting forth the manner and scope of the derogation from the rules set forth in this Policy. The derogation mentioned in the first sentence may apply to selected provisions of the Policy, except for the provisions arising under the Act of 9 June 2016 on rules for setting the remuneration of persons managing certain companies.

CHAPTER 3. Remuneration rules for members of the Supervisory Board § 1. General

• 1. The General Meeting will set the remuneration of Supervisory Board members in the form of a resolution, in accordance with the function performed by each Supervisory Board member.
• 1. ENEA S.A. does not operate any additional pension and disability programs or early retirement programs for Supervisory Board members.
• 1. ENEA S.A. does not award any remuneration in the form of financial instruments to Supervisory Board members.

§ 2. Rules for signing and terminating agreements with Supervisory Board members.

• 1. Members of the ENEA S.A. Supervisory Board Member perform their functions based on an appointment and for a 3-year joint term of office. The detailed rules for appointing the Supervisory Board are presented in the Articles of Association of ENEA S.A.
• 1. The mandate of a Supervisory Board member begins when the member is appointed to the position and expires on the date of holding the General Meeting approving the financial statements for the last full financial year of performing this function, and also upon dismissal, resignation or death of a Supervisory Board member.

§ 3. Description of fixed and variable components of remuneration of Supervisory Board members.

• 1. Remuneration of a member of the ENEA S.A. Supervisory Board consists solely of the fixed part, which includes monthly remuneration (fixed remuneration), which is the product of the calculation basis referred to in the Act of 9 June 2016 on rules for setting the remuneration of persons managing certain companies, detailed provisions of law determining its level and the multiplier:
  2. a) for the Supervisory Board Chairperson up to 2.75;
  3. b) for the other Supervisory Board members up to 2.75.
• 1. Remuneration of a Supervisory Board member may be increased by up to 10% due to the function performed in the company's supervisory body or participation in a committee operating in the supervisory body.
• 1. Supervisory Board members are entitled to the remuneration referred to in sec. 1 notwithstanding the number of meetings convened.
• 1. Supervisory Board members are not entitled to variable remuneration components (variable remuneration).
• 1. Where appointment or dismissal of a Supervisory Board member takes place during a calendar month then the remuneration referred to in sec. 1 above will be calculated pro rata to the number of days in which the function in the Supervisory Board is performed during that month.
• 1. Supervisory Board members are not entitled to any remuneration for the month in which they did not attend any of the correctly convened meetings and their absence was not excused.
• 1. The Supervisory Board decides by resolution to excuse or not to excuse the absence of a Supervisory Board member from a meeting.
• 1. The Company will cover the costs incurred in connection with the performance of the functions entrusted to Supervisory Board members.

CHAPTER 4. Remuneration rules for members of the Management Board

§ 1. General

• 1. Remuneration of Management Board members is set by the Supervisory Board based on a Shareholder Meeting resolution.
• 1. The Supervisory Board exercises oversight over the adopted remuneration regulations to the extent they apply to Management Board members. Among others, it will verify whether the criteria and conditions required for variable remuneration components have been satisfied before such remuneration is paid in full or partially.
• 1. ENEA S.A. does not operate any additional pension and disability programs or early retirement programs for Management Board members.
• 1. ENEA S.A. does not award any remuneration in the form of financial instruments to Management Board members.

§2. Rules for signing and terminating agreements with Management Board members.

• 1. Management Board members are appointed for a joint term of office, which lasts three years.
• 1. A Management Board member performs his/her function under a management services agreement signed for the period of performing the function, stipulating an obligation to provide the services in person, regardless of whether the member acts within his/her business activity.
• 1. The wording of the agreement signed with the Management Board members is determined by the Supervisory Board.
• 1. The agreement referred to in sec. 2 comes into effect from the date specified in the wording of the agreement signed with the Management Board member and is concluded for the period of performing the function of a Management Board member.
• 1. In the event of expiry of the mandate, in particular as a result of death, dismissal or resignation, the agreement referred to in sec. 2 will terminate on the last day of performing the function without any additional activities required.
• 1. The Company has right to terminate this agreement referred to in sec. 2 with immediate effect in the event of a material breach of the provision of the agreement by the Management Board member, in particular if:
  2. a) the Management Board member has committed an offense confirmed by a final court judgment preventing him from the performance of the duties under the agreement referred to in sec. 2.;
  3. b) the Management Board member, through documented deliberate action or negligence, has exposed the Company to loss;
  4. c) the Management Board member, having requested consent from the Supervisory Board to take up a function in the bodies of another commercial company, to purchase shares in another commercial company, perform work for or provide services to other entities under an employment agreement, a mandate agreement or another legal relationship, did not obtain such consent and in spite of that has taken up such function, acquired shares, performs work or provides services.
• 1. A Management Board member may terminate the agreement referred to in sec. 2 with immediate effect in the event of a material breach of the provisions of the agreement by the Company, in particular if the Company unreasonably delays the payment of remuneration due for a period longer than 2 months.
• 1. Each party has the right to terminate the agreement for reasons other than those specified in sec. 6, with a notice period no longer than three (3) months, however if an event referred to in sec. 5 occurs during the notice period resulting in the termination of the agreement as a result of cessation to perform the function, the Agreement will terminate in accordance with sec. 5.
• 1. If the management services agreement is dissolved or terminated by the Company for reasons other than a material breach of the provisions of the agreement by the other party, a severance pay may be awarded to a Management Board member, in an amount no higher than three (3) times the fixed component of remuneration, provided that he/she has performed the function for at least twelve (12) months prior to the termination of the agreement.
• 1. The severance pay referred to sec. 9 will not be awarded to a Management Board member in the event of:
  2. a) dissolution, termination or amendment of the agreement resulting from a change of the function performed by the Management Board member in the Management Board,
  3. b) termination, dissolution or amendment of the agreement resulting from the Management Board member being appointed for another term of office of the Management Board,
  4. c) appointment as a management board member in an ENEA Group company,
  5. d) resignation from performing the function.

§ 3. Description of fixed and variable components of remuneration of Management Board members.

• 1. The total remuneration of a member of the ENEA S.A. Management Board is composed of a fixed part, which constitutes the monthly base salary (Fixed Remuneration) and a variable part, which constitutes the supplementary remuneration for the Company's financial year (Variable Remuneration).
• 1. The amount of the monthly Fixed Remuneration of Management Board members is set by the Supervisory Board, while taking into account the remuneration rules adopted by a General Meeting resolution, where:
  2. a) Fixed Remuneration of the President of the Management Board will be set as an amount within the range from seven to fifteen times the calculation basis referred to in the Act of 9 June 2016 on rules for setting the remuneration of persons managing certain companies, detailed provisions of law determining its level;
  3. b) Fixed Remuneration of the remaining Management Board members will be set as an amount within the range from seven to fifteen times the calculation basis referred to in the Act of 9 June 2016 on rules for setting the remuneration of persons managing certain companies, detailed provisions of law determining its level;
• 1. Variable Remuneration of Management Board Members depends on the level of fulfillment of the Management Objectives by that Management Board Members and may not exceed 100% of the Fixed Remuneration amount of the Management Board member in the previous financial year.
• 1. The general catalog of Management Objectives includes:
  2. a) achieving the ratios defined by the Supervisory Board, in particular profitability, financial liquidity, management efficiency or solvency ratios,
  3. b) achieving or changing production or sales levels;
  4. c) the amount of revenues, in particular sales revenues, operating income, revenues from other operating or financial activities;
  5. d) reduction of losses, reduction of management or operating costs;
  6. e) implementation of a strategy or a restructuring plan;
  7. f) implementation of investment projects, while taking into account, in particular, its scale, rate of return, innovation, timely execution;
• g) a change of the company's market position measured by market share or other criteria or relations with business partners identified as key accounts using specific criteria;
• h) implementation of the staffing policy and increase in employee engagement.
• 1. The Supervisory Board is authorized to define precisely the Management Objectives and to set their weights and adopt objective and measurable criteria to measure fulfillment and to settle such Objectives (KPIs) while giving consideration to the following:
  2. a) Variable Remuneration is payable to the respective Management Board member after the Management Board Report on the company's activity and the financial statements of the company for the previous financial year are approved and the Management Board member is granted a discharge on the performance of his/her duties by the Shareholder Meeting;
  3. b) the criteria to measure fulfillment and to settle Management Objectives should be clear, comprehensive and diversified in terms of financial and non-financial results.
     • i. Non-financial criteria should consider, among others, the public interest and the Company's contribution to environmental protection, which is understood, among others, as:
       • implementation of social programs benefiting local communities or innovation programs;
       • taking action to prevent the negative social effects of the ENEA Group's activities and mitigate their impact if they occur;
       • implementation of activities mitigating the adverse impact of the ENEA Group's activities on the natural environment, including in particular phasing out conventional generation units and developing zero- and low-emission units, among others reducing unit CO emissions to the levels assumed in the strategy;
       • striving towards rational management of environmental resources and raw materials used by the ENEA Group;
       • implementation of activities to preserve biodiversity and to ensure sustainability of environmental processes in the ENEA Group's surroundings;
       • undertaking and promoting activities in the area of inter-generational cooperation, diversity management, to create a work environment where employees irrespective of their differences have the opportunity to use their potential fully, where diversity management is understood as purposeful utilization of different points of view, experiences and ideas;
     • ii. The criteria for measuring fulfillment and settling Management Objectives may refer in particular to the level of financial results achieved by the Company/ENEA Group and evaluation of cooperation between the Company's Management Board and the Supervisory Board Chairperson;
  4. c) payment of a portion of Variable Remuneration may be deferred for a period no longer than 36 months, depending on the fulfillment of conditions by the specified time limit in accordance with the adopted Management Objectives; then such portion of Variable Remuneration may be paid in full or in part at the end of the settlement period,
  5. d) Variable Remuneration is calculated on a pro rata basis, based on the number of days when the Management Board members provided services in a given financial year,
  6. e) the Supervisory Board confirms satisfaction of the conditions for receiving Variable Remuneration for individual Management Board members for whom Management Objectives have been set for the financial year and who performed the functions in the financial year being assessed, specifying the amount due on the basis of the financial statements reviewed by auditors and other documents, depending on the Objectives.
• 6 ENEA S.A. will have a claim for a refund of the Variable Remuneration paid out if, after its payment, it is demonstrated that the amount has been awarded to the Management Board member based on data that turned out to be false.
• 1. Expiration of a mandate, which is evaluated in terms of achievement of the Management Objectives does not trigger forfeiture of the right to Variable Remuneration as stipulated in 3-5 above, provided that the period of performance of the function in the ENEA S.A. Management Board during the financial year in question was longer than three (3) months or, if the Management Board member

during the financial year in question also performed a function in the management board of a Material Subsidiary of ENEA S.A. within the meaning of § 40 sec. 5 of the Articles of Association of ENEA S.A. (Material Subsidiary) and the member's total continuous period of performing the function in the Management Board of ENEA S.A. and in the management board of the Material Subsidiary during the financial year in question was longer than three (3) months and during the financial year in question the Management Board member did not acquire the right to variable remuneration in the Material Subsidiary.

• 1. A Management Board member may not receive remuneration for performing the function of a member of a corporate body in the Company's subsidiaries within its group as defined in Article 4 Item 14 of the Act of 16 February 2007 on competition and consumer protection.
• 1. The Supervisory Board may define the scope and rules for providing Management Board members with technical devices and resources constituting the Company's property, which are required to perform the function and may set the limits or adopt a method to set the limits of costs that the Company incurs in connection with provision and use of the devices and resources by the Management Board member for business purposes.
• 10.The Supervisory Board may sign with a Management Board member a no-compete agreement effective after he/she ceases to perform the function, however it may be signed only if the Management Board member has performed the function for at least six (6) months and the compensation amount for each month of the no-compete undertaking may not exceed 50% of the monthly fixed remuneration received by the Management Board member before he/she ceased to perform the function.
• 11.The no-compete agreement may not be signed with a Management Board Member after dissolution or termination of the management services agreement.
• 12.The no-compete period may not exceed 6 months after the Management Board member ceases to perform the function.
• 13.In the event of non-performance or improper performance of the no-compete agreement by a Management Board member he/she will pay the Company a contractual penalty, which will not be lower than the compensation amount payable for the entire no-compete period.

CHAPTER 5. Measures taken to avoid or manage conflicts of interest related to remuneration policy.

§1.

• 1. A conflict of interest is a situation, in which a real conflict arises between private interests and official interests of a Management Board member or a Supervisory Board member, or a situation, in which the activity of a Management Board member or a Supervisory Board member may have an adverse effect on his/her impartiality or neutrality in the future (Conflict of Interest).
• 1. With respect to the issues regulated by this Policy, Conflict of Interest prevention is supported by the allocation of powers to set the remuneration amount as set forth in Art. 378 and 392 of the Commercial Company Code, taking into account the provisions of Chapters 3 and 4 of this Policy.
• 1. In connection with their appointment as members of the management or supervisory body, Management Board members and Supervisory Board members are obliged to provide the Company with representations used to identify the likely occurrence of a Conflict of Interest.
• 1. A Management Board member or a Supervisory Board member who identifies a Conflict of Interest that is likely to arise with respect to the issues regulated by this Policy is obliged to report his/her comments to the Supervisory Board Chairperson. If the Conflict of Interest relates to the Supervisory Board Chairperson, the notification is made to the Supervisory Board Deputy Chairperson. If a Conflict of Interest is identified, the member of the body is obliged to refrain from taking the floor in a discussion and from voting on a resolution, in which the Conflict of Interest has arisen.
• 1. The agreement signed with a Management Board member contains an obligation for the Management Board member to report his/her intention to perform a function in corporate bodies of another commercial company, purchase its shares or obtain consent from the Supervisory Board for the above and may contain a ban against the performance of functions in corporate bodies of any other commercial company or introduce other limitations on activities of the Management Board member.

• If the report referred to in sec. 4 is received, the Supervisory Board commences a procedure in order to update the Policy in accordance with Chapter 2 hereof in order to eliminate or prevent the occurrence of the identified Conflict of Interest.

CHAPTER 6. Final provisions.

§1.

• 1. This Policy is adopted pursuant to Resolution No. 24 of 30 July 2020 adopted by the General Meeting of ENEA S.A.
• 1. This Policy comes into force with effect as of 30 July 2020 and from that date it is applicable to the payment of remuneration to Management Board and Supervisory Board members.
• 1. The Policy is not applicable to the payment of remuneration, to which the persons subject to this Policy acquired rights before its effective date.

Resolution No. 25 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to amend the Company's Statute in respect of the core business of ENEA S.A.

Acting pursuant to Article 430 § 1 of the Commercial Company Code, the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań ("Company") hereby resolves as follows:

§ 1

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

1) § 20(3)(8) of the Company's Statute shall be given the following new wording:

"8) incurring other obligations than those described above, which, on the basis of one or more legal acts during twelve consecutive months exceed the equivalent of PLN 20,000,000, with the exception of:

• a) legal acts carried out by the Management Board as part of its duties defined in the provisional annual material and financial plan or the annual material and financial plan approved by the Supervisory Board, which expressly states that no such approval is required to carry out the duty,
• b) contracts or undertakings and other activities associated with the conduct of the Company's core business related to trading in electricity and gaseous fuels, in particular in respect of:
  • − purchase or sale of electricity or gaseous fuels,
  • − provision of comprehensive services related to electricity or gaseous fuels,
  • − provision of services related to the transmission or distribution of electricity or gaseous fuels,
  • − purchase or sale of property rights arising from certificates of origin for electricity generated from renewable energy sources, in cogeneration, from agricultural biogas or certificates of origin for agricultural biogas,
  • − purchase or sale of property rights arising from energy efficiency certificates,
• − purchase or sale of guarantees of origin,
• − provision of comprehensive road lighting services,
• c) contracts or undertakings and other activities entered into with a Subsidiary if the Company is the sole shareholder of such Subsidiary."

2) § 20(4) of the Company's Statute shall be given the following new wording:

"4. The requirement of obtaining the Supervisory Board's approval set out in § 20 item 2 and 3 above applies only if the General Meeting of Shareholders 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."

3) § 20(3)(3)(a) of the Company's Statute shall be given the following new wording:

"a) PLN 100,000,000, or"

4) § 20(2)(5) of the Company's Statute shall be given the following new wording:

"5) approving annual material and financial plans, including investment plans and provisional annual material and financial plans,"

5) § 11(2)(7) of the Company's Statute shall be given the following new wording:

"7) acquiring, disposing of, or encumbering real property, perpetual usufruct or real property interest on the basis of one or more legal acts during twelve consecutive months with a value of the equivalent of PLN 200,000 or more,"

6) § 11(2)(9) of the Company's Statute shall be given the following new wording:

"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 the rent equivalent to PLN 200,000 or more,"

7) § 11(2)(10) of the Company's Statute shall be given the following new wording:

"10) acquiring, selling or encumbering non-current assets, with the exception of real property, perpetual usufruct or real property interests, on the basis of one or more legal acts during twelve consecutive months, with a value equivalent to PLN 200,000 or more,"

8) § 11(2)(12) of the Company's Statute shall be given the following new wording:

"12) any instance of assuming the leasing, lease, rent, usufruct or any other use of noncurrent assets, except for real property, on the basis of one or more legal acts, during twelve consecutive months, with the value of the rent for twelve consecutive months equivalent to PLN 200,000 or more,"

9) § 20(3)(2) of the Company's Statute shall be given the following new wording:

"2) any instance of assuming the lease, tenancy, renting, borrowing or other use of real property, on the basis of one or more legal acts during twelve consecutive months, with the value of the rent for twelve consecutive months exceeding the equivalent of PLN 20,000,000,"

10) § 20(3)(4) of the Company's Statute shall be given the following new wording:

"4) any instance of leasing, renting, borrowing, usufructing or otherwise using a non-current asset, except for real estate, on the basis of one or more legal acts for a period of twelve consecutive months, with the value of rent for the period of twelve consecutive months exceeding the equivalent of PLN 20,000,000,"

11) § 20(3)(6) of the Company's Statute shall be given the following new wording:

"6) issuing guarantees and sureties by the Company which, on the basis of one or more legal acts during twelve consecutive months, and towards one entity, exceed the equivalent of PLN 20,000,000,"

12) § 20(3)(7) of the Company's Statute shall be given the following new wording:

"7) issuing promissory notes with a value exceeding PLN 20,000,000 and blank promissory notes,"

13) § 20(3)(10) of the Company's Statute shall be given the following new wording:

"10) the Company establishing or joining another company in the Republic of Poland if the purchase price for the share(s) or the advance on the contribution in a civil partnership exceeds PLN 20,000,000,"

14) § 40(3) of the Company's Statute shall be repealed in full.

§ 2

The Company's Ordinary General Meeting authorizes the Supervisory Board to adopt the consolidated text of the Company's Statute.

§ 3

This resolution shall come into force when adopted, with effect from the date of entry of the amendments to the register of commercial undertakings of the National Court Register.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 290,321,846 Number of votes against: 12,458,114 Number of votes abstaining: 8,807,379

This resolution was adopted by open ballot.

Resolution No. 26 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to amend the Company's Statute in respect of the functioning of ENEA S.A.'s corporate bodies

Acting pursuant to Article 430 § 1 of the Commercial Company Code, the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań ("Company") hereby resolves as follows:

§ 1

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

1) in § 11, a subsequent sec. 9 shall be added after sec. 8 in the following wording:

"9. Management Board Members may participate in the adoption of resolutions by the Management Board by casting their vote in writing through another Management Board Member."

2) § 20(5)(4) of the Statute shall be repealed in full

3) § 22(7) of the Company's Statute shall be given the following new wording:

"7. The Supervisory Board should be as a minimum composed of two persons nominated by the General Meeting from among the persons satisfying the independence criterion specified in the corporate governance rules adopted by the Supervisory Board of the Warsaw Stock Exchange and in the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight."

4) § 27(1) of the Company's Statute shall be given the following new wording:

"1. The Supervisory Board adopts its resolutions by open ballot. A secret ballot may be conducted at the request of a Supervisory Board member and in votes on personal matters. The Supervisory Board may adopt resolutions in writing or via means of direct remote communication also in matters for which the company's Statute provides for a secret vote unless an objection is made by any Supervisory Board member."

5) § 27(4) of the Company's Statute shall be given the following new wording:

• "4. The Supervisory Board may:
• 1) adopt resolutions via phone or other remote communication media, in a manner that enables direct communication of all members of the Supervisory Board,
• 2) adopt resolutions without holding a meeting by placing signatures on the same copy (copies) of a draft resolution or on different documents with the same contents, and the adoption of a resolution in this manner requires a prior justification and presenting the draft resolution to all the Supervisory Board members together with the justification."

6) § 27(5) of the Company's Statute shall be given the following new wording:

"5. Supervisory Board members may participate in adopting resolutions by casting votes in writing through another Supervisory Board member, subject to Article 388 § 2 of the Commercial Company Code."

7) § 29(4) of the Company's Statute shall be given the following new wording:

"4. A General Meeting in whose agenda specific items were included at the request of eligible parties or which was convened at the request of eligible parties may only be cancelled with the consent of the persons making such a request. In other instances, a General Meeting may be cancelled if holding it at the original date would meet extraordinary obstacles or would become pointless beyond reasonable doubt. A General Meeting is cancelled in the same manner in which it is convened, ensuring the least possible negative consequences for the company and its shareholders, and in any case no later than three weeks before the original date, except when the General Meeting cannot be held due to extraordinary obstacles or the General Meeting becomes patently purposeless, provided that General Meeting may be cancelled later than three weeks prior to its originally scheduled date. A General Meeting can be rescheduled in the same manner in which it is recalled, even if the proposed agenda does not change."

8) § 30 of the Company's Statute shall be given the following new wording:

"1. General Meetings are held in Warsaw or in the Company's registered office.

1. Participation in the General Meeting is possible via electronic means of communication. A decision about the admissibility of participation in the General Meeting in the manner referred to in the first sentence is made by the person convening the meeting.

2. The Supervisory Board adopts the Regulations for holding the General Meeting via electronic means of communication. In all other respects, the pertinent provisions of the Act of 15 September 2000 entitled Commercial Company Code shall apply."

§ 2

The Company's Ordinary General Meeting authorizes the Supervisory Board to adopt the consolidated text of the Company's Statute.

§ 3

This resolution shall come into force when adopted, with effect from the date of entry of the amendments to the register of commercial undertakings of the National Court Register.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 290,321,846 Number of votes against: 12,458,114 Number of votes abstaining: 8,807,379

This resolution was adopted by open ballot.

Resolution No. 27 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020

to amend the Company's Statute in respect of organizational and historical provisions

Acting pursuant to Article 430 § 1 of the Commercial Company Code, the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań ("Company") hereby resolves as follows:

§ 1

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

1) § 6(3) of the Company's Statute shall be given the following new wording:

"3. The "B" series shares are designated for purposes set out in the Act on Commercialisation and Certain Employee Rights and the Act on the terms of purchasing shares from the State Treasury as part of consolidating electricity sector companies, in particular, they can be redeemed for the purpose of exercising the equivalent of the right to acquire the shares freeof-charge, as set out in Article 38b of the Act on Commercialisation and Certain Employee Rights. The "B" series shares will become bearer shares immediately after the expiry of the prohibition to sell or the expiry of the right to acquire the shares free-of-charge."

2) § 7 of the Company's Statute shall be repealed in full,

3) § 11(4)(2) of the Company's Statute shall be given the following new wording:

"2) compliance with the good practices defined by the Prime Minister pursuant to Article 7(3)(2) of the act on the principles of state assets management."

4) § 13(6) of the Company's Statute shall be given the following new wording:

"6. A notice of the qualification procedure is published on the Company's website and in the Authorised Entity's Public Information Bulletin."

5) § 13(8)(d) of the Company's Statute shall be given the following new wording:

"d) fulfills the requirements other than those enumerated in sub-items a-c, as set forth in separate regulations, in particular does not violate the restrictions or prohibitions of holding the position of a member of the management body in commercial companies."

6) § 17(1) of the Company's Statute shall be given the following new wording:

"1. A Management Contract will be concluded between the Supervisory Board and the employee-elected Management Board member for the duration of their term on the Board, setting out their new rights and responsibilities arising from their managerial position, in accordance with the Commercial Company Code of 15 September 2000 and the Statute."

7) § 20(2)(10)(b) of the Company's Statute shall be given the following new wording:

"b) compliance with the good practices defined by the Prime Minister pursuant to Article 7(3)(2) of the act on the principles of state assets management,"

8) § 20(5)(5)(b) of the Company's Statute shall be given the following new wording:

"b. amendments to the company's statute or line of business,"

9) § 24(1) of the Company's Statute shall be given the following new wording:

"1. The State Treasury is entitled, pursuant to Article 354 § 1 of the Commercial Company Code, to appoint and recall one Supervisory Board member by a written statement submitted to the Company's Management Board. Such an appointment or recall is effective once the statement is delivered to the Management Board and does not require any resolution of the General Meeting. This right expires when the State Treasury is no longer a shareholder of the Company."

10) § 31(2) of the Company's Statute shall be given the following new wording:

"2. If the request to convene the Extraordinary General Meeting referred to in item 1 above is submitted after the General Shareholders Meeting has been convened, it will be deemed a request for convening a subsequent Extraordinary General Meeting."

11) § 36(1) of the Company's Statute shall be given the following new wording:

"1. Disposal by the Company of non-current assets under the meaning of the act of 29 September 1994 on accounting, of the market value above 0.1% of the sum of assets, determined based on the last approved financial statements, is performed during a tender or an auction, unless the market value of sold assets does not exceed PLN 20,000."

12) § 36(3)(1) of the Company's Statute shall be given the following new wording:

"1) A tender or auction invitation is published in the Public Information Bulletin on the Authorised Entity's website, 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."

13) § 36(3)(3)(d) of the Company's Statute shall be given the following new wording:

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

14) § 36(4) of the Company's Statute shall be given the following new wording:

"4. The condition for accessing the tender or auction is paying a bid security in the amount of at least 5% of the asking price of the non-current asset being sold. The Regulations mentioned in item 7 may foresee a higher bid security."

15) in § 40, a subsequent sec. 8 shall be added after sec. 7 in the following wording:

"8. Any mention in this Statute of an "Authorised Entity" should be construed as an entity authorised to exercise the rights attaching to the shares held by the State Treasury."

§ 2

The Company's Ordinary General Meeting authorizes the Supervisory Board to adopt the consolidated text of the Company's Statute.

§ 3

This resolution shall come into force when adopted, with effect from the date of entry of the amendments to the register of commercial undertakings of the National Court Register.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58%

Total number of votes cast: 311,587,339 Number of votes in favor: 290,351,886 Number of votes against: 12,458,114 Number of votes abstaining: 8,777,339

This resolution was adopted by open ballot.

Draft resolutions which were put to a vote by the Ordinary General Meeting of ENEA S.A. on 30 July 2020 but were not adopted.

Resolution No. 17 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Sławomir Brzeziński, Supervisory Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Sławomir Brzeziński, Supervisory Board Member, on the performance of his duties in the period from 1 January 2019 to 20 May 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 61,649,549 Number of votes against: 21,345,702 Number of votes abstaining: 228,592,088

This resolution was not adopted.

Resolution No. 18 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Wojciech Klimowicz, Supervisory Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Wojciech Klimowicz, Supervisory Board Member, on the performance of his duties in the period from 1 January 2019 to 20 May 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 61,649,549 Number of votes against: 21,345,702 Number of votes abstaining: 228,592,088

This resolution was not adopted.

Resolution No. 22 of the Ordinary General Meeting of ENEA Spółka Akcyjna with its registered office in Poznań of 30 July 2020 to discharge Mr. Tadeusz Mikłosz, Supervisory Board Member, on the performance of his duties in 2019

Acting pursuant to Article 393(1) and Article 395(2)(3) of the Commercial Company Code, the Ordinary General Meeting of ENEA S.A. hereby resolves as follows:

§ 1

The Ordinary General Meeting of ENEA S.A. grants a discharge to Mr. Tadeusz Mikłosz, Supervisory Board Member, on the performance of his duties in the period from 1 January 2019 to 20 May 2019.

§ 2

This resolution shall enter into force when adopted.

Number of shares from which valid votes were cast: 311,587,339 Percentage of these shares in the share capital: 70.58% Total number of votes cast: 311,587,339 Number of votes in favor: 61,649,549 Number of votes against: 21,345,702 Number of votes abstaining: 228,592,088

This resolution was not adopted.