Enea S.A. — Capital/Financing Update 2023

Jan 30, 2023

Current Report No.: 7/2023

Date of preparation: 27 January 2023

Issuer's Abbreviated Name: ENEA S.A.

Subject: Signing of a syndicated financing agreement to pursuesustainable development objectives

Legal Basis: Article 17(1) of the Market Abuse Regulation - insideinformation

Body of the report:

The Management Board of ENEA S.A. ("Company", "Issuer") hereby reportsthat, on 27 January 2023, the Company, acting as the borrower, and aconsortium of banks, consisting of Polska Kasa Oszczędności Bank PolskiS.A., Bank Gospodarstwa Krajowego, Bank Polska Kasa Opieki S.A., AliorBank S.A. and Bank of China (Europe) S.A. Poland Branch, entered into afacilities agreement for a total amount of up to PLN 2,500,000,000("Facilities Agreement").

When the standard conditions precedent, commonly included in this typeof agreement, have been fulfilled, the Company, under the FacilitiesAgreement, will be provided with financing in the form of a termfacility up to the amount of PLN 1,500,000,000 with partial amortization("Facility A") and a revolving facility up to the amount of PLN1,000,000,000 with a single maturity date at the end of the financingperiod ("Facility B"). The maturity date of Facility A and Facility Bfalls 5 years after the date of the Facilities Agreement, with anextension option by another 2 years at the Issuer's request.

In accordance with the provisions of the Facilities Agreement, theCompany will be permitted to allocate the funds made available underFacility A for the financing and refinancing of capital expenditures ofthe Issuer's Group incurred in connection with the construction,expansion, upgrade or maintenance of the distribution network and theacquisition, development, expansion, financing, construction, upgrade,maintenance or commissioning of any renewable energy sources. In turn,the funds made available under Facility B will be used by the Company tofinance its day-to-day operations and working capital of the Issuer'sGroup, except for the financing of the construction, acquisition orexpansion of hard coal-fired power plants, other business related tohard coal, including hard coal mining and trading, and to refinance anyfinancial debt or expenditures incurred for such purpose.

The interest rate on the funds made available under the FacilitiesAgreement will be calculated based on a variable rate applicable to therespective interest period plus a margin depending on the netdebt/EBITDA ratio, and - in the case of Facility A - on the fulfillmentof sustainable development indicators, such as a CO2 emissions reductionindicator and an indicator reflecting an increase in the share ofrenewable energy sources in the ENEA Group's generation structure("Sustainable Development Indicators"). The correct calculation of theSustainable Development Indicators will be confirmed by an independentauditor.

The repayment of the facilities is secured by a voluntary submission toenforcement pursuant to Article 777(1)(5) of the Code of Civil Procedureup to 150% of the total amount of the loan liability arising from theFacilities Agreement.

Please note that the term EBITDA is defined as the value of operatingprofit (loss) + depreciation and amortization + impairment losses onnon-financial non-current assets (values for the reporting period). TheNet debt / EBITDA ratio is equal to (loans, borrowings and non-currentand current debt securities + non-current and current finance leaseliabilities + non-current and current financial liabilities measured atfair value - cash and cash equivalents - non-current and currentfinancial assets measured at fair value - non-current and current debtfinancial assets measured at amortized cost - other short-terminvestments) / EBITDA LTM. EBITDA LTM means EBITDA for the last twelvemonths.

The definitions of EBITDA and EBITDA LTM are included in the glossary ofterms and abbreviations available on the Company's website athttps://ir.enea.pl/slownik).