Enea S.A. — Capital/Financing Update 2019

Apr 30, 2019

Current Report No.: 12/2019

Date of preparation: 30 April 2019

Short name of issuer: ENEA S.A.

Legal basis: Article 17(1) MAR - confidential information

Subject: Conclusion of a memorandum of understanding on financing theOstrołęka C project

Content of report:

The Management Board of ENEA S.A. ("Issuer") hereby informs that on 30April 2019 the Issuer concluded a memorandum of understanding("Memorandum") with Energa S.A. ("Energa") on financing the constructionproject of the new coal-fired unit - the planned Ostrołęka C power plantin Ostrołęka with a gross capacity of 1,000 MW ("Project"). By means ofthe Memorandum, the Issuer and Energa have resolved to further specifythe details of the financing terms for the Project, which werepreliminarily agreed upon in the memorandum of understanding concludedbetween the Issuer, Elektrownia Ostrołęka sp. z o.o. ("Company") andEnerga on 28 December 2018, about the conclusion of which the Issuerinformed in Current Report No. 68/2018 of 29 December 2018.

In the Memorandum, the Issuer has undertaken to provide the Company withfunds for the implementation of the Project in the amount of PLN 819million from January 2021 as part of the financial involvement in theamount of PLN 1 billion declared in the memorandum of understanding of28 December 2018, taking into account the funds already transferred tothe Company for the purposes of making an advance payment to the generalcontractor of the unit in the amount of approximately PLN 181 million.However, if the Issuer fails to conclude a new Shareholders' Agreement /Investment Agreement with Energa by 31 December 2020, the Issuer will,on the dates specified in the Memorandum and within the limit of PLN 819million, be obliged to refund to Energa half of the funds that Energawill independently provide to the Company in that period.

If, within the time limit stipulated in the agreed schedule, the Issueror Energa should fail to provide the Company, due to their fault, withthe funds in a manner other than, in particular, through granting a loanor taking up shares, then the Issuer or Energa, accordingly, will beobliged to pay the relevant amount specified in the schedule to theCompany's account. The Memorandum also contains a provision protectingthe Issuer against the Company's claims for reimbursement of the fundsfor the Project's financing which were returned directly to Energa inconnection with the financing provided to the Company by Energa in theperiod before the conclusion date of the new Shareholders' Agreement /Investment Agreement.

The Parties to the Memorandum have agreed that any other agreementsconcerning the Project shall specify the rules of their participation inthe Project's risks, the rules of profit and loss sharing and thecorporate governance principles which will secure the rights andobligations proportional to their involvement in the Project.

The Parties to the Memorandum have undertaken to strive to ensure thatthe Company's results are not consolidated with their results.