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Enea S.A.

AGM Information Dec 8, 2025

5597_rns_2025-12-08_7883235e-3750-40d7-8799-0594e99a865f.pdf

AGM Information

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ANNOUNCEMENT OF CONVENING THE EXTRAORDINARY GENERAL MEETING OF ENEA S.A. FOR 8 JANUARY 2026

The Management Board of ENEA S.A. ("Company"), acting pursuant to Article 399(1) of the Commercial Company Code and §29(1) of the Company's Statute, in conjunction with Articles 4021(1) and 4022 of the Commercial Company Code, hereby convenes for 8 January 2026 at 12:00 noon the Extraordinary General Meeting of ENEA S.A. with its registered office in Poznań. The Extraordinary General Meeting of ENEA S.A. will be held at the InterContinental Warsaw Hotel, Symfonia conference room, 3rd floor, at ul. Emilii Plater 49 in Warsaw, postal code: 00-125.

Detailed agenda:

    1. Open the Extraordinary General Meeting.
    1. Elect the Chairperson of the Extraordinary General Meeting.
    1. Assert that the Extraordinary General Meeting has been convened correctly and is capable of adopting resolutions.
    1. Adopt the agenda.
    1. Adopt resolutions on changes in the composition of the Supervisory Board.
    1. Adopt a resolution on covering the expenses incurred to hold the Extraordinary General Meeting.
    1. Adjourn the Extraordinary General Meeting.

INFORMATION FOR SHAREHOLDERS

1. Right to participate in the Extraordinary General Meeting of ENEA S.A.

Pursuant to Article 406¹(1) of the Commercial Company Code, entitled to participate in the Extraordinary General Meeting of ENEA S.A. are only those persons who are Company shareholders sixteen days before the date of the Extraordinary General Meeting of ENEA S.A. (date of registration for participation in the General Meeting), i.e. as at 23 December 2025.

In order to secure participation in the Extraordinary General Meeting of ENEA S.A., a shareholder entitled under book-entry bearer shares should request, not earlier than after the announcement of convocation of the Extraordinary General Meeting of ENEA S.A. and not later than on the first business day following the date of registration for participation in the Extraordinary General Meeting of ENEA S.A., i.e. not later than on 29 December 2025, from the entity keeping his/her/its securities account to issue a name-bearing certificate of entitlement to participate in the Extraordinary General Meeting of ENEA S.A. Such certificates of entitlement to participate in the Extraordinary General Meeting of ENEA S.A. shall form the basis for preparing lists of entitled persons to be submitted to the entity keeping the securities account in accordance with the provisions of the Act on Trading in Financial Instruments.

The list of shareholders entitled to participate in the Extraordinary General Meeting of ENEA S.A. will be available at the Company's head office in Poznań at ul. Pastelowa 8 during the three days preceding the date of the Extraordinary General Meeting of ENEA S.A., from 8:00 a.m. to 3:00 p.m. in room 424. A shareholder may request that the list of shareholders be sent to him/her/it free of charge by e-mail to the address of his/her/its choice. Such request may be submitted in electronic form to the Company's e-mail address [email protected].

2. Right to participate in the Extraordinary General Meeting of ENEA S.A. by proxy.

A shareholder may participate in the Extraordinary General Meeting of ENEA S.A. and exercise his/her/its right to vote in person or by proxy. Representatives of legal persons should present current excerpts from relevant registers listing the persons authorized to represent such entities.

A proxy exercises all rights of the shareholder during the Extraordinary General Meeting of ENEA S.A. unless the proxy instrument stipulates otherwise. A proxy may grant further proxy rights if such powers arise from the proxy instrument. A proxy may represent more than one shareholder and vote differently using shares of each such shareholder. A shareholder holding shares registered in a collective account may appoint separate proxies to exercise the rights attached to shares registered in such accounts. A shareholder holding shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each of his/her/its accounts.

An instrument of proxy to participate in the Extraordinary General Meeting of ENEA S.A. and exercise voting rights must be executed in writing or in electronic form. Proxy powers granted in electronic form do not require a safe electronic signature verifiable using a valid eligible certificate.

Starting on the date of publication of this announcement on its website at www.enea.pl in the Investor Relations/General Meeting tab, the Company will make available for downloading a form containing such instrument of proxy. The execution of an instrument of proxy in electronic form should be notified to the Company by means of electronic communication. Together with the notification of the execution of an instrument of proxy in electronic form, the shareholder is required to send a scanned copy of the executed instrument of proxy and a scanned copy of an ID card, passport or other document enabling identification of the shareholder as the principal and the appointed proxy. If the instrument of proxy is executed by a legal person (within the meaning of Article 33 of the Civil Code) or an organizational unit without legal personality but holding legal capacity (within the meaning of Article 33¹ of the Civil Code), the shareholder as the principal is additionally required to send a scanned copy of an excerpt from the register in which the principal is registered. If the proxy is a legal person or an organizational unit within the meaning of Article 33¹ of the Civil Code, the shareholder as the principal is additionally required to send a scanned copy of an excerpt from the register in which the proxy is registered. Any documents sent electronically that are in a language other than Polish should be translated into Polish by a sworn translator. All such documents should be sent to the Company's e-mail address [email protected]. A shareholder sending a notification on the execution of an instrument of proxy is required to provide the Company at the same time with an e-mail address via which the Company will be able to communicate with the shareholder and his/her/its proxy. The Company may take appropriate action to identify a shareholder and his/her/its proxy. Such verification may involve, in particular, a return query in telephone or electronic form to the shareholder or proxy to confirm the execution of the instrument of proxy. The rules governing the submission of instruments of proxy and identification of proxies and principals apply accordingly to notifying the Company of the revocation of the legal proxy.

Any notification of the granting or revocation of the legal proxy out of compliance with the foregoing requirements will generate no legal effects in respect of the Company. The manner of appointment of a proxy shall be selected by the shareholder. The Company shall not be liable for any errors in the completion of an instrument of proxy or any actions of persons using an instrument of proxy. The sending of the aforementioned documents in electronic form shall not release the proxy from the obligation to present identification documents during preparation of the attendance record of persons authorized to participate in the Extraordinary General Meeting of ENEA S.A.

3. Shareholder's rights.

The Company's shareholder(s) representing at least one-twentieth of the share capital may request the inclusion of specific business in the agenda of the Extraordinary General Meeting of ENEA S.A. Such request, containing the reasons or a draft resolution concerning the proposed item of the agenda, should be submitted to the ENEA S.A. Management Board not later than 21 days prior to the date of the Extraordinary General Meeting of ENEA S.A., that is until (and including) 18 December 2025. Such request may be submitted in electronic form to the Company's e-mail address [email protected], or in writing to the following address: Management Board of ENEA S.A., ul. Pastelowa 8, 60-198 Poznań.

The Company's shareholder(s) representing at least one-twentieth of the share capital may, prior to the date of the Extraordinary General Meeting of ENEA S.A., submit draft resolutions on the business included in the agenda of the Extraordinary General Meeting of ENEA S.A. or business to be added to the agenda of the Extraordinary General Meeting of ENEA S.A. Such submission may be made in electronic form to the Company's e-mail address [email protected] or in writing to the mailing address: Management Board of ENEA S.A., ul. Pastelowa 8, 60-198 Poznań.

Shareholders may, during the Extraordinary General Meeting of ENEA S.A., submit draft resolutions on the business included in the agenda of the Extraordinary General Meeting of ENEA S.A.

Such drafts should be submitted in Polish. At the same time, in accordance with the Best Practice for WSE Listed Companies 2021, it is recommended that Shareholders submit draft resolutions of the Extraordinary General Meeting on the matters placed on the Meeting agenda no later than 3 days prior to the date of the Extraordinary General Meeting.

Shareholders participating in the Extraordinary General Meeting of ENEA S.A. have the right to ask questions regarding matters put on the agenda of the Extraordinary General Meeting.

4. Electronic communication and voting by mail.

The Company's Management Board provides for the possibility of participating or expressing opinions during the Extraordinary Ordinary General Meeting of ENEA S.A. using electronic means of communication. Please be advised that using this form of participation and exercise of voting rights during the Extraordinary General Meeting of ENEA S.A. will include:

  • a) real-time broadcast of the Extraordinary General Meeting proceedings to the shareholder or their proxy via the internet, available in Polish or interpreted into English,
  • b) real-time two-way communication between all persons participating in the Extraordinary General Meeting, enabling them to speak in the course of the Extraordinary General Meeting while remaining physically in a place other than the venue of the Extraordinary General Meeting,
  • c) exercise of voting rights by the shareholder or their proxy during the Extraordinary General Meeting.

Detailed rules and conditions for participation in the Extraordinary General Meeting via electronic means of communication are set forth in the Rules and regulations for participation in the General Meeting of ENEA S.A. via electronic means of communication, as adopted by the ENEA S.A. Supervisory Board and available on the Company's website at: www.enea.pl in the Investor Relations/General Meeting tab.

In order to participate in the Extraordinary General Meeting via electronic means of communication, a shareholder shall notify the Company of their intention to participate in the Extraordinary General Meeting in such form, in accordance with the requirements laid down herein, and shall ensure their fulfillment of the technical requirements specified in Attachment 2 to this Announcement.

By 3:00 p.m. on 2 January 2026, the shareholder shall send the following documents to the Company's e-mail address [email protected]:

  • a) Statement, completed and signed by the shareholder, in PDF format, on their intention to participate in the Extraordinary General Meeting via electronic means of communication, prepared in accordance with the form provided in Attachment 1 hereto,
  • b) scan of a document confirming the shareholder's identity to the extent that it enables the shareholder to be identified, indicating the full number of their identity card or passport and their PESEL number, or, if the shareholder is a legal person or an organizational unit without legal personality, a scan of an extract from the relevant register or a scan of another document confirming the powers of persons acting on behalf of that entity,
  • c) for foreign legal persons whose country of residence does not keep relevant registers, a document confirming the existence of that entity and the right of its delegates to represent it must be submitted,
  • d) if the shareholder appoints a proxy to participate in the Extraordinary General Meeting via electronic means of communication, additionally, a power of attorney, in PDF format, containing data enabling the identification of the shareholder and the proxy, along with a scan of the proxy's identity document to the extent that it enables the identification of the proxy, indicating the full number of their identity card or passport and their PESEL number.

If any of the documents specified herein are prepared in a language other than Polish, a translation of such documents into Polish, prepared by a sworn translator, shall be required.

Participation in the Extraordinary General Meeting via electronic means of communication shall take place via an IT platform. A shareholder may communicate with the Company via text messenger and send files in docx, pdf or txt formats.

The Company shall communicate with shareholders wishing to participate in the Extraordinary General Meeting via electronic means of communication exclusively using the e-mail address [email protected].

The Company, based on the list of persons entitled to participate in the Extraordinary General Meeting received from the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.), shall verify the rights of the shareholder who has sent the completed Statement to the Company. In order to perform a proper verification, the Company reserves the right to contact the shareholder or their proxy using the contact details provided in the Statement.

Having successfully verified the shareholder's rights and powers of attorney granted, if any, the Company shall send the shareholder or their proxy, by 5:00 p.m. on 5 January 2026, from the Company's e-mail address [email protected] to the e-mail address provided by the shareholder in the Statement, detailed instructions on how to register for the IT platform to enable participation in the Extraordinary General Meeting via electronic means of communication, along with a user name and initial password for the first registration on the platform, which shall also constitute confirmation of the recipient's right to participate in the Extraordinary General Meeting via electronic means of communication. The user name and initial password shall be password-protected. The password for the file shall be sent by a text message (SMS) to the telephone number indicated in the Statement.

The initial password received from the Company for the IT platform dedicated to participation in the Extraordinary General Meeting via electronic means of communication shall be used only for the first registration on the platform. In order to preserve security and confidentiality when using the platform, the shareholder shall be required to change the initial password to their own, as described in the instructions sent along with the user name and initial password.

Unless discrepancies, if any, are removed or clarified by correspondence by 12:00 noon on 5 January 2026, the Company shall refuse the shareholder concerned from participating in the Extraordinary General Meeting via electronic means of communication, notifying them of such refusal at the address provided in the Statement.

From 2:00 p.m. to 4:00 p.m. on 7 January 2026, shareholders will have the opportunity to test the correct operation of the IT hardware, software and internet connection they intend to use to participate in the Extraordinary General Meeting via electronic means of communication as well as the opportunity to familiarize themselves with the rules of operation of the platform provided by the Company for such purpose. Access to the tests will be enabled via a link to be sent to shareholders by e-mail on 5 January 2026 from the Company's e-mail address [email protected].

Should any problems or questions arise regarding the use or operation of the platform, a technical support hotline will be made available to shareholders on from 2:00 p.m. to 4:00 p.m. on 7 January 2026 as well as on 8 January 2026, that is on the day of the Extraordinary General Meeting, from 10:00 a.m. until the end of the Extraordinary General Meeting. Alternatively, any such problems or questions may be reported to the Company's e-mail address [email protected]. The telephone number will be provided to the shareholder or their proxy along with voting instructions to be sent to the shareholder at the address provided in the Statement.

Correspondence with the Company via the system enabling participation in the Extraordinary General Meeting via electronic means of communication should be conducted exclusively in Polish.

Because the Rules and regulations of the General Meeting of ENEA S.A. do not provide for the exercise of voting rights by mail, please also be advised that voting by mail will not be permitted.

5. Access to documentation.

The full text of the documentation to be presented to the Extraordinary General Meeting of ENEA S.A. along with draft resolutions will be available on the Company's website at www.enea.pl in the Investor Relations/General Meeting tab from the date of convening the Extraordinary General Meeting of ENEA S.A. Any notes from the ENEA S.A. Management Board or Supervisory Board regarding any business placed on the agenda of the Extraordinary General Meeting of ENEA S.A. or any business to be added to the agenda of the Extraordinary General Meeting of ENEA S.A. prior to the date of its holding will be made available on the Company's website at www.enea.pl in the Investor Relations/General Meeting tab immediately after their preparation.

6. Other information.

Please be advised that an audiovisual broadcast, interpreted into English, of the Extraordinary General Meeting of ENEA S.A. convened for 8 January 2026 will be held in real time over the internet. Link to the website where the online broadcast of the Extraordinary General Meeting of ENEA S.A. will be available: https://media.enea.pl/transmisje. The recording of the Extraordinary General Meeting of ENEA S.A. will be uploaded to the Company's website.

In matters not covered herein, the generally applicable provisions of law, the provisions of the Rules and regulations for participation in the General Meeting of ENEA S.A. via electronic means of communication and the Rules and regulations of the General Meeting of ENEA S.A., which are available on the Company's website at https://ir.enea.pl/walne-zgromadzenia-akcjonariuszy.

Attachment 1 to the Announcement of the ENEA S.A. Management Board on convening the Extraordinary General Meeting for 8 January 2026

Form of statement of intent to participate in the General Meeting via electronic means of communication

Statement

I (we), the undersigned, being a shareholder/representing a shareholder* of ENEA S.A. with its
registered office in:

(shareholder's details: first and last name/company name, address/registered office)
hereby express my/our intent to participate in the Company's Extraordinary General Meeting ("GM")
convened for 8 January 2026 at 12:00 noon via electronic means of communication.
I declare that, as a shareholder, I will participate in the GM via electronic means of communication in
person. / I declare that I am authorized to represent the shareholder, as confirmed by the documents
submitted to the Company, and that I will participate in the GM via electronic means of communication
in person.*
I declare that I will participate in the GM holding [insert the number] shares, as
indicated in the list of shareholders entitled to participate in the Company's GM, prepared by the
Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.).
I accept the Rules and regulations for participation in the General Meeting of ENEA S.A. via electronic
means of communication and all other conditions and consequences of participation in the General
Meeting using electronic means of communication, as announced and published by the Company.
Details of the shareholder/person representing the shareholder* authorized to participate in the
General Meeting via electronic means of communication:
Name:
Address:
PESEL*:
ID card/passport number*:
E-mail address for contact and sending the user name:
Telephone number for contact/ sending the password:
Signature(s) of the shareholder/persons authorized to represent the shareholder*:

* delete as appropriate

Attachment 2 to the Announcement of the ENEA S.A. Management Board on convening the Extraordinary General Meeting for 8 January 2026

Technical requirements

In order to participate in the General Meeting via electronic means of communication, the participant must have the following:

  • a) connection to the public internet with a minimum bandwidth of 4 Mbps (constant bandwidth while using the platform),
  • b) computer with sound and video playback capabilities, running on Windows or MacOS, operating at a quality and performance acceptable to the user in an online environment, with the latest version of any of the following browsers: Chrome, Firefox, Opera, Microsoft Edge or Safari. The use of Internet Explorer version 11 or lower is not recommended,
  • c) active antivirus software with a firewall turned on.

Poorer internet bandwidth or older browser versions may cause difficulties in or prevent communication with the General Meeting venue, delay the transmission and/or prevent voting.

While using the platform, it is recommended that the user refrain from running any other applications that might significantly burden the computer and the communication link used by the platform.

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