Enea S.A. — Capital/Financing Update 2018

Sep 4, 2018

Current Report No: 49/2018

Date of preparation: 4 September 2018

Short name of issuer: ENEA S.A.

Subject: Article 17 item 1 of MAR - confidential information

Subject: Conclusion of a memorandum of understanding concerning capitalengagement in the project of preparation, construction and exploitationof the new power unit in Ostrołęka C Power Plant

Content of report:

The Management Board of ENEA S.A. ("Issuer"), in relation to the currentreport No. 37/2016 of 30 November 2016, hereby informs that on 4September 2018 a memorandum of understanding was signed between ENEAS.A., Energa S.A., Elektrownia Ostrołęka sp. z o.o. ("Company"), andFundusz Inwestycyjny Zamknięty Aktywów Niepublicznych Energia ("Fund"),concerning the Fund's capital engagement (by acquisition of shares inthe Company's share capital) in the project of preparation, constructionand exploitation of the new hard coal-fired power unit in Ostrołęka CPower Plant with approx. 1,000 MW gross power output implemented by theCompany ("Memorandum of Understanding", "Project").

The Fund's engagement in the Company is subject to and depends on anumber of legal, corporate and financial conditions, including on themarket situation.

The Memorandum of Understanding is only a commitment to negotiate ingood faith a conclusion by the Fund of an investment agreement with ENEAS.A., Energa S.A. and the Company, or the Fund's entry into the existinginvestment agreement, the conclusion of which was reported by the Issuerin the current report No. 42/2016 of 8 December 2016. The Memorandum ofUnderstanding is effective from the date of its conclusion until 30November 2018.

The Memorandum of Understanding sets out the preliminary structure ofthe Project's financing, whereby in total PLN 2 billion is the sharecapital contributed to the Company by ENEA S.A. and Energa S.A. (holdinga share of PLN 1 billion each), whereby in this amount are included thefunds contributed by ENEA S.A. and Energa S.A. before the date ofconclusion of a potential investment agreement with the Fund, andmaximum PLN 1 billion is the share capital contributed to the Company bythe Fund, and the remaining amount will be contributed by other forms offinancing.

The Memorandum of Understanding was concluded in connection with theprocedure for obtaining a conditional certificate authorising theCompany to participate in the main auction within the capacity marketand may for that purpose be presented to PSE S.A.

The Issuer will inform about the conclusion of an agreement concerningthe financing of the Project in a separate current report.