Enea S.A. — AGM Information 2025

Feb 13, 2025

Resolution No. 1 adopted by the Extraordinary General Meeting of the Company operating under the business name of ENEA Spółka Akcyjna with its registered office in Poznań on 13 February 2025 to elect the Chairperson of the Extraordinary General Meeting

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

§1.

The Extraordinary General Meeting of ENEA S.A. hereby elects Ms. Anna Kowalik as Chairwoman of the Extraordinary General Meeting.

§2. This resolution shall enter into force when adopted.

In the secret ballot on Resolution No. 1, the following number of votes were cast: - 389,745,316 votes in total (valid votes were cast from 389,745,316 shares, where 1

share = 1 vote), representing 73.57% of the share capital,

• votes in favor of Resolution No. 1: 389,745,316,

• votes against Resolution No. 1: 0,

• votes abstaining: 0,

• invalid votes: 0.

Resolution No. 1 was adopted with all votes in favor.

Resolution No. 2 adopted by the Extraordinary General Meeting of the Company operating under the business name of ENEA Spółka Akcyjna with its registered office in Poznań on 13 February 2025 to adopt the agenda of the Extraordinary General Meeting

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

§1.

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

Detailed agenda:

• 1) Open the Extraordinary General Meeting.
• 2) Elect the Chairperson of the Extraordinary General Meeting.
• 3) Assert that the Extraordinary General Meeting has been convened correctly and is capable of adopting resolutions.
• 4) Adopt the agenda.
• 5) Adopt a resolution to accept the amendments to the Statute of ENEA S.A. which have received a favorable opinion from the Supervisory Board – concerning the powers of corporate bodies and issues of a clarifying and housekeeping nature.
• 6) Adopt resolutions on changes in the composition of the Supervisory Board.
• 7) Adjourn the Extraordinary General Meeting.

§2.

This resolution shall enter into force when adopted.

In the open ballot on Resolution No. 2, the following number of votes were cast:

• 389,745,316 votes in total (valid votes were cast from 389,745,316 shares, where 1 share = 1 vote), representing 73.57% of the share capital,

• votes in favor of Resolution No. 2: 389,745,316,

• votes against Resolution No. 2: 0,

• votes abstaining: 0,
• invalid votes: 0.

The Chairwoman stated that Resolution No. 2 was adopted with all votes in favor.

Resolution No. 3 adopted by the Extraordinary General Meeting of the Company operating under the business name of ENEA Spółka Akcyjna with its registered office in Poznań on 13 February 2025 to amend the Company's Statute with regard to the powers of the Company's Management Board

The Extraordinary Shareholder Meeting of ENEA S.A. with its registered office in Poznań ("Company"), acting pursuant to Article 430 of the Act of 15 September 2000 entitled the Commercial Company Code ("CCC"), hereby resolves as follows:

§1.

The Company's Statute shall be amended as follows:

• 1) § 11(2)(1) of the Company's Statute shall be given the following new wording:
  • "1) adopting the rules and regulations of organizational units and the Company's organizational rules and regulations, subject to the approval of the Company's organizational rules and regulations by the Supervisory Board,"

2) after § 11(2)(15) of the Company's Statute, a new section, § 11(21), shall be added, reading as follows:

"21. No resolution of the Management Board shall be required for any of the legal transactions specified in § 11(2)(7) through (12) entered into with a Subsidiary if the Company is the sole shareholder of such Subsidiary."

§2.

The Company's Extraordinary 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.

In the open ballot on Resolution No. 3, the following number of votes were cast: - 389,745,316 votes in total (valid votes were cast from 389,745,316 shares, where 1 share = 1 vote), representing 73.5742% of the share capital and 99.97% of the votes cast,

• votes in favor of Resolution No. 3: 389,627,265,
• votes against Resolution No. 3: 0,
• votes abstaining: 118,051,
• invalid votes: 0.

The Chairwoman stated that Resolution No. 3 was adopted with a qualified majority of three-fourths of votes in favor.

Resolution No. 4 adopted by the Extraordinary General Meeting of the Company operating under the business name of ENEA Spółka Akcyjna with its registered office in Poznań on 13 February 2025 to amend the Company's Statute with regard to the powers of the Company's Supervisory Board

The Extraordinary Shareholder Meeting of ENEA S.A. with its registered office in Poznań ("Company"), acting pursuant to Article 430 of the Act of 15 September 2000 entitled the Commercial Company Code ("CCC"), hereby resolves as follows:

§1.

The Company's Statute shall be amended as follows:

1) § 13(7) of the Company's Statute shall be repealed in full

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

• "5) in companies with respect to which the Company is a parent undertaking within the meaning of Article 4(3) of the Act of 16 February 2007 on Competition and Consumer Protection, the consent of the Supervisory Board is required to determine the exercise of voting rights at the General Meeting or the General Meeting of a Material Subsidiary in the following matters:
  • a. (Repealed),
  • b. amending the company's articles of association or articles of partnership and the company's line of business,
  • c. merger, transformation, demerger, dissolution or liquidation of the company,
  • d. increase or decrease of the company's share capital,
  • e. sale or lease of the company's business or an organized part thereof or establishment of a limited right in rem thereon,
  • f. retirement of shares,
  • g. rules for setting the compensation of members of management boards and supervisory boards,
  • h. decisions on claims to remedy damages incurred when setting up a company or in its management or oversight,
  • i. as referred to in Article 17 of the Act of 16 December 2016 on the Rules for Managing State Property."

§2.

The Company's Extraordinary 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.

In the open ballot on Resolution No. 4, the following number of votes were cast:

• 389,745,316 votes in total (valid votes were cast from 389,745,316 shares, where 1 share = 1 vote), representing 73.5742% of the share capital and 91.52% of the votes cast,

• votes in favor of Resolution No. 4: 356,677,001,

• votes against Resolution No. 4: 6,799,743,

• votes abstaining: 26,268,572,
• invalid votes: 0.

The Chairwoman stated that Resolution No. 4 was adopted with a qualified majority of three-fourths of votes in favor.

Resolution No. 5

adopted by the Extraordinary General Meeting of the Company operating under the business name of

ENEA Spółka Akcyjna with its registered office in Poznań on 13 February 2025

to amend the Company's Statute with regard to the principle of open ballot by the Company's Supervisory Board

The Extraordinary Shareholder Meeting of ENEA S.A. with its registered office in Poznań ("Company"), acting pursuant to Article 430 of the Act of 15 September 2000 entitled the Commercial Company Code ("CCC"), hereby resolves as follows:

§1.

The Company's Statute shall be amended as follows:

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

"1. The Supervisory Board adopts its resolutions by open ballot unless otherwise provided for by law. The Supervisory Board may adopt resolutions following the written procedure or via remote means of direct communication."

§2.

The Company's Extraordinary 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.

In the open ballot on Resolution No. 5, the following number of votes were cast:

• 389,745,316 votes in total (valid votes were cast from 389,745,316 shares, where 1 share = 1 vote), representing 73.5742% of the share capital,

• votes in favor of Resolution No. 5: 389,745,316,

• votes against Resolution No. 5: 0,
• votes abstaining: 0,
• invalid votes: 0.

The Chairwoman stated that Resolution No. 5 was adopted with a qualified majority of three-fourths of votes in favor.

Resolution No. 6 adopted by the Extraordinary General Meeting of the Company operating under the business name of ENEA Spółka Akcyjna with its registered office in Poznań on 13 February 2025 to make amendments to the Company's Statute of a clarifying and housekeeping nature

The Extraordinary Shareholder Meeting of ENEA S.A. with its registered office in Poznań ("Company"), acting pursuant to Article 430 of the Act of 15 September 2000 entitled the Commercial Company Code ("CCC"), hereby resolves as follows:

§1.

The Company's Statute shall be amended as follows:

• 1) § 11(2)(13) of the Company's Statute shall be given the following new wording:
  • "13) matters the resolution of which is requested by the Management Board from the Supervisory Board or General Meeting,"
• 2) § 20(3)(3)(b) of the Company's Statute shall be given the following new wording:
  • "b) 5% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements,"

3) § 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,"

4) § 20(3)(11)(b) of the Company's Statute shall be given the following new wording:

"b) 10% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements,"

5) § 20(3)(12)(b) of the Company's Statute shall be given the following new wording:

• "b) 10% of total assets within the meaning of the Accounting Act of 29 September 1994, determined on the basis of the most recent approved financial statements,"
• 6) § 28(2) of the Company's Statute shall be given the following new wording:

"2. Supervisory Board Members should specify in writing the reasons for their absence from a meeting. Excusing the absence of a Supervisory Board Member requires a resolution of the Supervisory Board."

7) § 40(5) of the Company's Statute shall be given the following new wording:

"5. Whenever the Statute refers to a "Material Subsidiary", it shall be construed to mean a Subsidiary in which the book value of the Company's interest as shown in the Company's most recently approved financial statements is greater than 10% (ten percent) of the Company's equity."

8) § 40(7) of the Company's Statute shall be given the following new wording:

"7 Whenever the Statute refers to a "Subsidiary", it shall be construed to mean a subsidiary of the Company within the meaning of Article 3(1)(39) of the Accounting Act of 29 September 1994."

§2.

The Company's Extraordinary 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.

In the open ballot on Resolution No. 6, the following number of votes were cast: - 389,745,316 votes in total (valid votes were cast from 389,745,316 shares, where 1 share = 1 vote), representing 73.5742% of the share capital,

• votes in favor of Resolution No. 6: 389,745,316,
• votes against Resolution No. 6: 0,
• votes abstaining: 0,
• invalid votes: 0.

The Chairwoman stated that Resolution No. 6 was adopted with a qualified majority of three-fourths of votes in favor.

Resolution No. 7 adopted by the Extraordinary General Meeting of the Company operating under the business name of ENEA Spółka Akcyjna with its registered office in Poznań on 13 February 2025 to appoint a member of the ENEA S.A. Supervisory Board

Acting pursuant to Article 385 §1 of the Commercial Company Code and §33(1) of the Company's Statute, in conjunction with §22(1) of the Company's Statute, the Extraordinary General Meeting of ENEA S.A. hereby resolves as follows:

§1.

The Extraordinary General Meeting of ENEA S.A. hereby appoints Ms. Monika Bartoszewicz to the ENEA Spółka Akcyjna Supervisory Board of the 11th term of office.

§2.

This resolution shall enter into force when adopted.

In the secret ballot on Resolution No. 7, the following number of votes were cast: - 389,745,316 votes in total (valid votes were cast from 389,745,316 shares, where 1 share = 1 vote), representing 73.5742% of the share capital and 91.42% of the votes cast,

• votes in favor of Resolution No. 7: 356,311,385,

• votes against Resolution No. 7: 30,132,587,

• votes abstaining: 3,301,344,

• invalid votes: 0.

The Chairwoman stated that Resolution No. 7 was adopted with a majority of votes in favor.

Resolution No. 8 adopted by the Extraordinary General Meeting of the Company operating under the business name of ENEA Spółka Akcyjna with its registered office in Poznań on 13 February 2025 to appoint a member of the ENEA S.A. Supervisory Board

Acting pursuant to Article 385 §1 of the Commercial Company Code and §33(1) of the Company's Statute, in conjunction with §22(1) of the Company's Statute, the Extraordinary General Meeting of ENEA S.A. hereby resolves as follows:

§1.

The Extraordinary General Meeting of ENEA S.A. hereby appoints Mr. Michał Kempa to the ENEA Spółka Akcyjna Supervisory Board of the 11th term of office.

§2. This resolution shall enter into force when adopted.

In the secret ballot on Resolution No. 8, the following number of votes were cast: - 389,745,316 votes in total (valid votes were cast from 389,745,316 shares, where 1 share = 1 vote), representing 73.5742% of the share capital and 91.42% of the votes cast,

• votes in favor of Resolution No. 8: 356,311,385,

• votes against Resolution No. 8: 30,132,587,

• votes abstaining: 3,301,344,

• invalid votes: 0.

The Chairwoman stated that Resolution No. 8 was adopted with a majority of votes in favor.