Enea S.A. — Governance Information 2017

May 30, 2017

List of proposed amendments in the Statute of Enea S.A.

Current reading of § 5 of the Statute:

"1. The Company's corporate objects are as follows (PKD – Polish Classification of Activity):

• 1) production of electricity (35.11.Z),
• 2) trading in electricity (35.14.Z),
• 3) production of gaseous fuels (35.21.Z),
• 4) distribution of gaseous fuels through networks (35.22.Z),
• 5) trading in gaseous fuels through networks (35.23.Z),
• 6) steam, hot water and air production and supply for airconditioning systems (35.30.Z),
• 7) works connected with constructing transmission pipelines and distribution networks (42.21.Z),
• 8) electrical installations (43.21.Z),
• 9) other building installations (43.29.Z),
• 10) architectural activities (71.11.Z),
• 11) other technical testing and analysis (71.20.B),
• 12) other research and experimental development on natural sciences and engineering (72.19.Z),
• 13) other specialised construction work, n.e.c. (43.99.Z),
• 14) maintenance and repair of machinery (33.12.Z),
• 15) maintenance and repair of electrical and optical equipment (33.13.Z),
• 16) maintenance and repair of electrical machinery (33.14.Z),
• 17) renting construction and civil engineering machinery and equipment (77.32.Z),
• 18) renting of other machinery, equipment and goods, n. e. c. (77.39.Z),
• 19) manufacture of electronic parts and components (26.11.Z),
• 20) manufacture of energy distribution and control apparatus (27.12.Z),
• 21) manufacture of installation equipment (27.33.Z),
• 22) manufacture of accumulators, primary cells and primary batteries (27.20.Z),
• 23) manufacture of lighting equipment and electric lamps (27.40.Z),
• 24) installing industrial machinery and equipment (33.20.Z),

• 25) telecommunications (61),

• 26) land transport, transport via pipelines (49),

• 27) wholesale trade, except of motor vehicles (46),
• 28) retail trade, except for retail trade of motor vehicles (47),
• 29) warehousing and transport-supporting services (52),
• 30) accounting, book-keeping and auditing activities; tax consultancy (69.20.Z),
• 31) market research and public opinion polling (73.20.Z),
• 32) other professional, scientific and engineering activity, n. e. c. (74.90.Z),
• 33) activities of financial holding companies (64.20.Z),
• 34) other forms of granting credit (64.92.Z),
• 35) real estate agency activities (68),
• 36) software and hardware consultancy (62),
• 37) advertising, market research and public opinion polling (73),
• 38) technology (85.32.A),
• 39) healthcare (86),
• 40) activities of membership organisations (94),
• 41) recreational, cultural and sporting activities (93),
• 42) motion picture, television, video and sound recording activity (59),
• 43) activities of travel agencies and tour operators and other travel reservation services and related activity (79),
• 44) publishing (58),
• 45) maintenance and repair of motor vehicles, excluding motorcycles (45.20.Z),
• 46) retail sale of parts and accessories for motor vehicles, excluding motorcycles (45.32.Z),
• 47) retail sale of automotive fuels through petrol stations (47.30.Z),
• 48) hotels and other provision of short-stay accommodation (55.10.Z),
• 49) wholesale and retail trade of automobiles and light commercial vehicles (45.11.Z),
• 50) wholesale and retail trade of other motor vehicles, excluding motorcycles (45.19.Z),
• 51) other financial services activity, not elsewhere classified, excluding pension insurance and pension funds (64.99.Z),
• 52) activities of head offices and holding companies, excluding financial holding companies (70.10.Z),
• 53) public relations and communication activities (70.21.Z),

• 54) other business and management consultancy activities (70.22.Z)

• 55) data processing, management of websites (hosting) and similar activity (63.11.Z)

• 56) activity connected with searching for work places and gaining employees (78.10.Z)
• 57) service activity connected with office administration (82.11.Z)
• 58) extraction of crude petroleum (06.10.Z),
• 59) extraction of natural gas (06.20.Z),
• 60) other mining and quarrying n.e.c. (08.99.Z),
• 61) support activities for petroleum and natural gas extraction (09.10.Z),
• 62) support activities for other mining and quarrying (09.90.Z),
• 63) manufacture of refined petroleum products (19.20.Z),
• 64) test drilling and boring works (43.13.Z),
• 65) agents involved in the sale of fuels, ores, metals and industrial chemicals (46.12.Z),
• 66) wholesale of solid, liquid and gaseous fuels and related products (46.71.Z),
• 67) gaseous fuels transport via pipeline (49.50.A),
• 68) transport via pipeline of other goods (49.50.B),
• 69) service activities incidental to land transportation (52.21.Z),
• 70) engineering activities and related technical consultancy (71.12.Z),
• 71) web portal content (63.12.Z),
• 72) photocopying, document preparation and other specialised office support (82.19.Z),
• 73) repair of computers and peripheral equipment (95.11.Z),
• 74) repair of communication equipment (95.12.Z).
• 1. If undertaking a specific activity requires obtaining a particular consent, license or exemption, such an activity will be undertaken by the Company only after such a consent, license or exemption is obtained."

Proposed reading of § 5 of the Statute:

• "1. The Company's corporate objects are as follows (PKD Polish Classification of Activity):
• 1) production of electricity (35.11.Z),
• 2) trading in electricity (35.14.Z),
• 3) production of gaseous fuels (35.21.Z),
• 4) distribution of gaseous fuels through networks (35.22.Z),
• 5) trading in gaseous fuels through networks (35.23.Z),

• 6) steam, hot water and air production and supply for air-conditioning systems (35.30.Z),

• 7) works connected with constructing transmission pipelines and distribution networks (42.21.Z),

• 8) electrical installations (43.21.Z),
• 9) other building installations (43.29.Z),
• 10) architectural activities (71.11.Z),
• 11) other technical testing and analysis (71.20.B),
• 12) other research and experimental development on natural sciences and engineering (72.19.Z),
• 13) other specialised construction work, n.e.c. (43.99.Z),
• 14) maintenance and repair of machinery (33.12.Z),
• 15) maintenance and repair of electrical and optical equipment (33.13.Z),
• 16) maintenance and repair of electrical machinery (33.14.Z),
• 17) renting construction and civil engineering machinery and equipment (77.32.Z),
• 18) renting of other machinery, equipment and goods, n. e. c. (77.39.Z),
• 19) manufacture of electronic parts and components (26.11.Z),
• 20) manufacture of energy distribution and control apparatus (27.12.Z),
• 21) manufacture of installation equipment (27.33.Z),
• 22) manufacture of accumulators, primary cells and primary batteries (27.20.Z),
• 23) manufacture of lighting equipment and electric lamps (27.40.Z),
• 24) installing industrial machinery and equipment (33.20.Z),
• 25) telecommunications (61),
• 26) land transport, transport via pipelines (49),
• 27) wholesale trade, except of motor vehicles (46),
• 28) retail trade, except for retail trade of motor vehicles (47),
• 29) warehousing and transport-supporting services (52),
• 30) accounting, book-keeping and auditing activities; tax consultancy (69.20.Z),
• 31) market research and public opinion polling (73.20.Z),
• 32) other professional, scientific and engineering activity, n. e. c. (74.90.Z),
• 33) activities of financial holding companies (64.20.Z),
• 34) other forms of granting credit (64.92.Z),
• 35) real estate agency activities (68),
• 36) software and hardware consultancy (62),

• 37) advertising, market research and public opinion polling (73),

• 38) technology (85.32.A),

• 39) healthcare (86),
• 40) activities of membership organisations (94),
• 41) recreational, cultural and sporting activities (93),
• 42) motion picture, television, video and sound recording activity (59),
• 43) activities of travel agencies and tour operators and other travel reservation services and related activity (79),
• 44) publishing (58),
• 45) maintenance and repair of motor vehicles, except of motorcycles (45.20.Z),
• 46) retail sale of parts and accessories for motor vehicles, except of motorcycles (45.32.Z),
• 47) retail sale of automotive fuels through petrol stations (47.30.Z),
• 48) hotels and other provision of short-stay accommodation (55.10.Z),
• 49) wholesale and retail trade of automobiles and light commercial vehicles (45.11.Z),
• 50) wholesale and retail trade of other motor vehicles, except of motorcycles (45.19.Z).
• 51) other financial services activity, not elsewhere classified, excluding pension insurance and pension funds (64.99.Z),
• 52) activities of head offices and holding companies, excluding financial holding companies (70.10.Z),
• 53) public relations and communication activities (70.21.Z),
• 54) other business and management consultancy activities (70.22.Z),
• 55) data processing, management of websites (hosting) and similar activity (63.11.Z)
• 56) activity connected with searching for work places and gaining employees (78.10.Z)
• 57) service activity connected with office administration (82.11.Z)
• 58) extraction of crude petroleum (06.10.Z),
• 59) extraction of natural gas (06.20.Z),
• 60) other mining and quarrying n.e.c. (08.99.Z),
• 61) support activities for petroleum and natural gas extraction (09.10.Z),
• 62) support activities for other mining and quarrying (09.90.Z),
• 63) manufacture of refined petroleum products (19.20.Z),
• 64) test drilling and boring works (43.13.Z),
• 65) agents involved in the sale of fuels, ores, metals and industrial chemicals (46.12.Z),
• 66) wholesale of solid, liquid and gaseous fuels and related products (46.71.Z),

• 67) gaseous fuels transport via pipeline (49.50.A),

• 68) transport via pipeline of other goods (49.50.B),

• 69) service activities incidental to land transportation (52.21.Z),
• 70) engineering activities and related technical consultancy (71.12.Z),
• 71) web portal content (63.12.Z),
• 72) photocopying, document preparation and other specialised office support (82.19.Z),
• 73) repair of computers and peripheral equipment (95.11.Z),
• 74) repair of communication equipment (95.12.Z).
• 1. If undertaking a specific activity requires obtaining a particular consent, license or exemption, such an activity will be undertaken by the Company only after such a consent, license or exemption is obtained.
• 1. The Company performs the activities relating to guaranteeing the energy security of the Republic of Poland."

Current reading of § 20 item 4 of the Statute:

• "4. The requirement of Supervisory Board approval set out in § 20 item 2 and 3 above applies only if the General Shareholders Meeting is not authorised under this Statute or by law to grant its consent to such actions. If the General Meeting is authorised to grant its consent to such actions, the Supervisory Board should comment on the admissibility of such actions beforehand. Subject to the provisions of § 20 item 2(2) the requirement to obtain Supervisory Board consent stipulated in § 20 item 2 and 3 above does not apply to the agreements concluded by the Company and concerning:
• 1) buying and selling electricity,
• 2) comprehensive contracts containing the provisions of power purchase agreements and power distribution agreements,
• 3) power transmission or distribution services,
• 4) acquisition or sale of proprietary interests arising from certificates of origin in particular electric energy origin certificates generated in renewable sources of energy, from cogeneration or agricultural biogas,
• 5) comprehensive road lighting service and other legal actions connected with the performance of the above contracts."

Proposed reading of § 20 item 4 of the Statute:

• "4. The requirement of obtaining the Supervisory Board's approval set out in § 20 item 2 and 3 above applies only if the General Meeting of Shareholders is not authorised under this Statute or by law, to grant its consent to such actions. If the General Meeting is authorised to grant its consent to such actions, the Supervisory Board should comment on the admissibility of such actions beforehand. Subject to the provisions of § 20 item 2(2), the requirement of obtaining any consent foreseen in § 20 item 2 and 3 above from the Supervisory Board does not apply to concluding by the Company of agreements resulting from the conduct of core operations by the Company which is related to trade in electricity and gas, in particular within the following scope:
• 1) purchase or sale of electricity or gas,
• 2) comprehensive contracts containing the provisions of agreements on sale of electricity and agreement on the provision of electricity distribution services or comprehensive agreements containing the provisions of agreements on sale of gas and agreement on gas distribution services,
• 3) on provision of electricity and gas transmission services or on provision of electricity or gas distribution services,
• 4) acquisition or disposal of proprietary interests from certificates of origin for electricity generated in renewable energy sources, in cogeneration, from agricultural biogas or certificates of origin for agricultural gas,
• 5) acquisition or disposal of proprietary interests resulting from certificates of energy efficiency,
• 6) comprehensive road lighting service and other legal actions connected with the performance of the above mentioned agreements."