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Enea S.A. Interim / Quarterly Report 2016

Aug 26, 2016

5597_rns_2016-08-26_5782d216-fc61-438a-bdd9-83159568e97c.pdf

Interim / Quarterly Report

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Selected separate financial data of ENEA S.A.

in PLN '000 in EUR '000
6 months
ended
30.06.2016
6 months
ended
30.06.2015
6 months
Ended
30.06.2016
6 months
ended
30.06.2015
Net sales revenue 2 735 612 2 697 182 624 498 652 423
Operating profit 21 666 54 197 4 946 13 110
Profit before tax 549 410 958 855 125 422 231 938
Net profit for the reporting period 538 742 941 399 122986 227 716
Net cash flows from operating activities 240 169 402 085 54 827 97 261
Net cash flows from investing activities (582 337) (735 110) (132 938) (177 816)
Net cash flows from financing activities 612 043 1 057 307 139 720 255 753
Total net cash flows 269 875 724 282 61 608 175 197
Weighted average number of shares 441 442 578 441 442 578 441 442 578 441 442 578
Net earnings per share (in PLN / EUR) 1.22 2.13 0.28 0.52
Diluted earnings per share (in PLN / EUR) 1.22 2.13 0.28 0.52
Balance as at
30.06.2016
Balance as at
31.12.2015
Balance as at
30.06.2016
Balance as at
31.12.2015
Total assets 18 198 636 16 847 310 4 112 221 3 953 376
Total liabilities 7 393 499 6 559 305 1 670 658 1 539 201
Non-current liabilities 5 630 362 5 253 551 1 272 254 1 232 794
Current liabilities 1 763 137 1 305 754 398 404 306 407
Equity 10 805 137 10 288 005 2 441 563 2 414 175
Share capital 588 018 588 018 132 870 137 984
Book value per share (in PLN / EUR) 24.48 23.31 5.53 5.47
Diluted book value per share (in PLN/EUR) 24.48 23.31 5.53 5.47

The above financial data for I half of 2016 and 2015 were translated into EUR in line with the following principles::

  • individual assets and liabilities at the average exchange rate as of 30 June 2016 4.4255 PLN/EUR (as at 31 December 2015 – 4.2615 PLN/EUR),
  • individual items from the statement of profit or loss and other comprehensive income and the statement of cash flows as per the arithmetic mean of the average exchange rates determined by the National Bank of Poland as at the last day of each month of the financial period from 1 January to 30 June 2016 – 4.3805 PLN/EUR (for the period from 1 January to 30 June 2015 – 4.1341 PLN/EUR).

Poznań, 9 August 2016

(all amounts in PLN '000, unless specified otherwise)

Index to the condensed interim separate financial statements

Separate statement of financial position 4
Separate statement of profit or loss and other comprehensive income 6
Separate statement of changes in equity 7
Separate statement of cash flows 8
1. General information about ENEA S.A 9
2. Statement of compliance 9
3. Accounting principles 10
4. Materials estimates and assumptions 10
5. Composition of the Group – list of subsidiaries 10
6. Property, plant and equipment 11
7. Intangible assets 12
8. Investments in subsidiaries 12
9. Assets held for sale 13
10. Intercompany bonds 13
11. Allowance on trade and other receivables 15
12. Inventory 15
13. Cash and cash equivalents 15
14. Financial assets measured at fair value through profit or loss 15
15. Financial instruments 16
16. Loans, borrowings and debt securities 17
17. Other financial liabilities 19
18. Deferred income tax 19
19. Provisions for other liabilities and charges 20
20. Dividend 20
21. Related party transactions 21
22. Future liabilities under contracts concluded as at the end of the reporting period 22
23. Contingent liabilities and proceedings before courts, arbitration or public administration bodies 22
23.1.Guarantees for credit facilities and loans as well as other sureties granted by the Company 22
23.2.Pending proceedings before courts of general jurisdiction 23
23.3.Motions for settlements of not balanced energy trading in 2012 24
23.4.Dispute with PGE S.A. concerning price for certificates of origin 24
24. The participation in the construction of the atomic power plant programme 24
25. Subsequent events 25

(all amounts in PLN '000, unless specified otherwise)

These condensed interim separate financial statements have been prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting, as endorsed by the European Union (EU), and approved by the Management Board of ENEA S.A.

Members of the Management Board

President of the Management Board Mirosław Kowalik ………………………………….
Member of the Management Board Piotr Adamczak ………………………………….
Member of the Management Board Mikołaj Franzkowiak ………………………………….
Member of the Management Board Wiesław Piosik ………………………………….

ENEA Centrum Sp. z o.o. The entity responsible for keeping the accounting records and the preparation of financial statements ……………………………………….. ENEA Centrum Sp. z o.o. Górecka 1 Street, 60-201 Poznań KRS 0000477231, NIP 777-000-28-43, REGON 630770227

Poznań, 9 August 2016

(all amounts in PLN '000, unless specified otherwise)

Separate statement of financial position

Balance as at
Note 30.06.2016 31.12.2015
ASSETS
Non-current assets
Property, plant and equipment 6 29 453 30 699
Perpetual usufruct of land 1 984 1 998
Intangible assets 7 4 446 4 005
Investment property 15 681 15 955
Investments in subsidiaries 8 9 417 459 8 323 493
Deferred tax assets 18 66 461 63 316
Financial assets available for sale 38 402 23 402
Intercompany bonds 10 4 746 138 5 339 352
Derivatives - 844
Trade and other receivables 131 999 73 557
14 452 023 13 876 621
Current assets
Inventories 12 226 582 152 318
Trade and other receivables 11 1 531 294 1 141 808
Intercompany bonds 10 92 836 55 033
Financial assets measured at fair value through profit or loss 14 219 984 215 488
Cash and cash equivalents 13 1 667 507 1 397 632
Assets classified as held for sale 9 8 410 8 410
3 746 613 2 970 689
TOTAL ASSETS 18 198 636 16 847 310

(all amounts in PLN '000, unless specified otherwise)

Balance as at
Note 30.06.2016 31.12.2015
EQUITY
Share capital 588 018 588 018
Share premium 4 627 673 4 627 673
Reserve capital from valuation of hedging instruments (19 586) 3 980
Reserve capital 2 640 358 2 640 358
Retained earnings 2 968 674 2 427 976
Total equity 10 805 137 10 288 005
LIABILITIES
Non-current liabilities
Loans, borrowings and debt securities 16 5 544 428 5 187 381
Liabilities due to employee benefits 51 625 55 265
Derivatives 16 25 822 -
Provisions for other liabilities and charges 19 8 487 10 905
5 630 362 5 253 551
Current liabilities
Loans, borrowings and debt securities 16 355 840 31 905
Trade and other liabilities 619 019 582 824
Finance lease liabilities 15 43
Current income tax liabilities 6 868 85 363
Liabilities due to employee benefits 12 694 16 486
Liabilities due to an equivalent of the right to acquire shares
free of charge 281 281
Other financial liabilities 17 459 494 327 318
Provisions for other liabilities and charges 19 308 926 261 534
1 763 137 1 305 754
Total liabilities 7 393 499 6 559 305
TOTAL EQUITY AND LIABILITIES 18 198 636 16 847 310

(all amounts in PLN '000, unless specified otherwise)

Separate statement of profit or loss and other comprehensive income

For the period
6 months
ended
30.06.2016
3 months
ended
30.06.2016
6 months
ended
30.06.2015
3 months
ended
30.06.2015
Sales revenue 2 860 781 1 314 375 2 811 861 1 276 309
Excise tax (125 169) (56 707) (114 679) (51 215)
Net sales revenue 2 735 612 1 257 668 2 697 182 1 225 094
Other operating revenue 7 639 5 048 11 425 6 051
Depreciation (1 784) (860) (2 954) (1 364)
Costs of employee benefits
Consumption of materials and supplies and
(27 134) (12 484) (23 038) (13 969)
costs of goods sold (972) (502) (757) (628)
Energy and gas purchase for sale (1 842 413) (835 393) (1 781 031) (794 534)
Transmission and distribution services (753 028) (349 104) (745 940) (345 268)
Other external services (78 772) (41 091) (71 657) (41 159)
Taxes and charges
Profit/(loss) on sale and liquidation of
property, plant and equipment
(2 012)
(8)
(464)
-
(1 867)
1 011
(333)
1 011
Other operating expenses (15 462) (8 249) (28 177) (22 492)
Operating profit 21 666 14 569 54 197 12 409
Financial expenses (116 051) (80 750) (44 533) (24 002)
Financial revenue 94 921 46 255 74 955 32 047
Dividend income 548 874 548 874 874 236 874 236
Profit before tax 549 410 528 948 958 855 894 690
Income tax (10 668) (5 356) (17 456) (3 530)
Net profit for the reporting period 538 742 523 592 941 399 891 160
Items that will be reclassified to profit or loss
- valuation of hedging instruments (29 094) (295) 66 904 66 904
- income tax
Items that will not be reclassified to profit or
loss
5 528 56 (12 712) (12 712)
- remeasurement of defined benefit plan
- income tax 2 415 2 415 7 252 7 252
Net other comprehensive income (459)
(21 610)
(459)
1 717
(1 378)
60 066
(1 378)
60 066
Total comprehensive income 517 132 525 309 1 001 465 951 226
Earnings attributable to the Company's
shareholders
538 742 523 592 941 399 891 160
Weighted average number of ordinary shares 441 442 578 441 442 578 441 442 578 441 442 578
Net earnings per share (in PLN per share) 1.22 1.19 2.13 2.02
Diluted earnings per share (in PLN per share) 1.22 1.19 2.13 2.02

The separate statement of profit or loss and other comprehensive income should be analyzed together with the notes which constitute and integral part of these condensed interim separate financial statements.

Condensed interim separate financial statements for the period from 1 January to 30 June 2016

(all amounts in PLN '000, unless specified otherwise)

Separate statement of changes in equity

Share
capital
(face
value)
Revaluation of
share capital
Total share
capital
Share
premium
Hedging
reserve
Reserve
capital
Retained
earnings
Total equity
Balance as at 01.01.2016 441
443
146 575 588
018
4
627
673
3
980
2
640
358
2
427
976
10
288 005
Net profit 538
742
538
742
Net other comprehensive
income
(23 566) 1 956 (21 610)
Total comprehensive income
recognized in period
(23
566)
540 698 517 132
Balance as at 30.06.2016 441
443
146 575 588
018
4
627
673
(19 586) 2
640 358
2
968 674
10
805 137
Share
capital
(face value)
Revaluation of
share capital
Total share
capital
Share
premium
Hedging
reserve
Reserve
capital
Retained
earnings
Total equity
Balance as at 01.01.2015 441
443
146 575 588
018
4
627
673
- 2
151 228
4 235
607
11
602 526
Net profit 941 399 941 399
Other comprehensive income 54 192 5 874 60 066
Total comprehensive income
recognized in period
54 192 947 273 1
001 465
Distribution of the net profit 489 130 (489 130) -
Dividends 20 (207 478) (207 478)
Balance as at 30.06.2015 441
443
146 575 588
018
4
627
673
54 192 2
640 358
4
486 272
12
396 513

The separate statement of changes in equity should be analyzed together with the notes which constitute and integral part of these condensed interim separate financial statements.

(all amounts in PLN '000, unless specified otherwise)

Separate statement of cash flows

6 months
ended
30.06.2016
6 months
ended
30.06.2015
Cash flows from operating activities
Net profit for the reporting period
Adjustments:
538 742 941 399
Income tax in the profit or loss 10 668 17 456
Depreciation 1 784 2 954
Loss / (Gain) on sale and liquidation of property, plant and equipment 8 (1 011)
(Gain) / Loss on disposal of financial assets (3 404) 3 801
Interest income (76 487) (62 861)
Dividend income (548 874) (874 236)
Interest expense 72 454 42 448
Impairment loss on shares 42 000 -
(501 851) (871 449)
Income tax paid (158 192) (177 016)
Inflows due to settlements within Tax Group 139 077 112 019
Changes in working capital
Inventory
Trade and other receivables (74 264)
90 360
(108 241)
(498)
Trade and other liabilities 166 340 412 537
Liabilities due to employee benefits (5 017) (6 516)
Provisions for other liabilities and charges 44 974 99 850
222 393 397 132
Net cash flows from operating activities 240 169 402 085
Cash flows from investing activities
Acquisition of property, plant and equipment and intangible assets (2 140) (347)
Proceeds from disposal of property, plant and equipment
and intangible assets 9 1 086
Proceeds from disposal of financial assets 19 694 19 124
Acquisition of financial assets (477 770) (828 428)
Acquisition of subsidiaries - (16)
Repayable contribution to the share capital of a subsidiary (199 899) -
Dividends received - 6 340
Proceeds related to future acquisition of financial assets 3 350 5 941
Interests received 74 419 61 190
Net cash flows from investing activities (582 337) (735 110)
Cash flows from financing activities
Proceeds from loans and borrowings 386 974 97 644
Proceeds from bond issue 300 000 1 000 000
Payments of finance lease liabilities (28) (36)
Payments related to future issue of bonds (2 719) (7 282)
Interests paid (72 184) (33 019)
Net cash flows from financial activities 612 043 1 057 307
Net increase in cash 269 875 724 282
Balance at the beginning of the reporting period
Balance at the end of the reporting period
1 397 632
1 667 507
440 815
1 165 097

The separate statement of cash flows should be analyzed together with the notes which constitute and integral part of these condensed interim separate financial statements.

(all amounts in PLN '000, unless specified otherwise)

1. General information about ENEA S.A.

Name (business name): ENEA Spółka Akcyjna
Legal form: joint-stock company
Country: Poland
Registered office: Poznań
Address: Górecka 1 Street, 60-201 Poznań
National Court Register - District Court in Poznań KRS 0000012483
Telephone: (+48 61) 884 55 44
Fax: (+48 61) 884 59 59
E-mail: [email protected]
Website: www.enea.pl
Statistical number (REGON): 630139960
Tax identification number (NIP): 777-00-20-640

ENEA S.A., operating under the business name Energetyka Poznańska S.A., was registered in the National Court Register at the District Court in Poznań under KRS number 0000012483 on 21 May 2001.

As at 30 June 2016 the shareholding structure of ENEA S.A. was the following: the State Treasury of the Republic of Poland – 51.5% of shares, other shareholders – 48.5%.

As at 30 June 2016 the statutory share capital of ENEA S.A. equaled PLN 441,443 thousand (PLN 588,018 thousand upon adoption of IFRS-EU and considering hyperinflation and other adjustments) and was divided into 441,442,578 shares.

Trading in electricity is the core business of ENEA S.A. (ENEA, the Company).

ENEA S.A. is the parent company in the ENEA Group (the Group). As at 30 June 2016 the Group comprised of 13 subsidiaries and 9 indirect subsidiaries.

These condensed interim separate financial statements have been prepared on the going concern basis. There are no circumstances indicating that the ability of ENEA S.A. to continue as going concern may be at risk.

2. Statement of compliance

These condensed interim separate financial statements have been prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting, as endorsed by the European Union, and approved by the Management Board of ENEA S.A.

The Management Board of the Company has used its best knowledge as to the application of standards and interpretations as well as measurement methods and principles applicable to individual items of the condensed interim

(all amounts in PLN '000, unless specified otherwise)

separate financial statements of ENEA S.A. in accordance with IFRS-EU as of 30 June 2016. The presented statements and explanations have been prepared using due diligence. These condensed interim separate financial statements have been reviewed by a certified auditor.

The Company prepares condensed interim consolidated financial statements of ENEA Group in accordance with IFRS EU as at 30 June 2016 and for the six-month period then ended. These condensed interim separate financial statements ought to be read together with those condensed interim consolidated financial statements and with the separate financial statements of ENEA S.A. for the financial year ended 31 December 2015.

3. Accounting principles

These condensed interim separate financial statements have been prepared in accordance with accounting principles consistent with those applied during the preparation of the most recent annual separate financial statements forthe year ended 31 December 2015.

Polish zloty has been used as a reporting currency of these condensed interim separate financial statements. The data in the condensed interim separate financial statements have been presented in PLN thousand (PLN '000), unless specified otherwise.

4. Materials estimates and assumptions

The preparation of these condensed interim separate financial statements in accordance with IAS 34 requires that the Management Board makes certain estimates and assumptions that affect the adopted accounting policies and the amounts disclosed in the condensed interim separate financial statements and notes thereto. The adopted assumptions and estimates are based on the Management Board's best knowledge of the current and future activities and events. The actual figures, however, can be different from those assumed. The estimates adopted for the needs of preparation of these condensed interim separate financial statements are consistent with the estimates adopted during preparation of the separate financial statements for the previous financial year. The estimates presented in the previous financial years do not exert any significant influence on the current interim period.

5. Composition of the Group – list of subsidiaries

Name and address of the Company Share of
ENEA S.A. in the
total number
of votes [%]
30.06.2016
Share of
ENEA S.A. in the
total number
of votes [%]
31.12.2015
1. ENEA Operator Sp. z o.o.
Poznań, Strzeszyńska 58
100 100
2. ENEA Wytwarzanie Sp. z o.o.
Świerże Górne, commune Kozienice, Kozienice 1
100 100
3. ENEA Oświetlenie Sp. z o.o. 4
Poznań, Strzeszyńska 58
100 100
4. ENEA Trading Sp. z o.o.
Świerże Górne, commune Kozienice, Kozienice 1
100 100

(all amounts in PLN '000, unless specified otherwise)

Name and address of the Company Share of
ENEA S.A. in the
total number
of votes [%]
30.06.2016
Share of
ENEA S.A. in the
total number
of votes [%]
31.12.2015
5. Szpital Uzdrowiskowy ENERGETYK Sp. z o.o. 100 100
Inowrocław, Wilkońskiego 2
6. ENEA Logistyka Sp. z o.o. 100 100
Poznań, Strzeszyńska 58
ENEA Serwis Sp. z o.o.
7. Lipno, Gronówko 30 100 100
ENEA Centrum Sp. z o.o.
8. Poznań, Górecka 1 100 100
ENEA Pomiary Sp. z o.o.
9. Poznań, Strzeszyńska 58 100 100
10. ENERGO-TOUR Sp. z o.o. in liquidation 100 100
Poznań, Strzeszyńska 58
11. ENEA Innovation Sp. z o.o. 100 100
Warszawa, Aleja Jana Pawła II 25
12. Lubelski Węgiel BOGDANKA S. A. 65.99 65.99
Bogdanka, Puchaczów
13. Annacond Enterprises Sp. z o.o.
Warszawa, Jana Pawła II nr 25
61 61
14. Przedsiębiorstwo Energetyki Cieplnej Zachód Sp. z o.o.
Białystok, Starosielce 2/1
1001 1001
15. Centralny System Wymiany Informacji Sp. z o.o.
Poznań, Strzeszyńska 58
1003 1003
16. Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o.
Oborniki, Wybudowanie 56
99.911 99.911
17. Miejskie Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o.
Białystok, Warszawska 27
86.361 86.361
18. Miejska Energetyka Cieplna Piła Sp. z o.o.
Piła, Kaczorska 20
71.111 71.111
19. EkoTRANS Bogdanka Sp. z o.o.
Bogdanka, Puchaczów
65.992 65.992
20. RG Bogdanka Sp. z o.o.
Bogdanka, Puchaczów
65.992 65.992
21. MR Bogdanka Sp. z o.o.
Bogdanka, Puchaczów
65.992 65.992
22. Łęczyńska Energetyka Sp. z o.o.
Bogdanka, Puchaczów
58.532 58.532

1– an indirect subsidiary held through interests in ENEA Wytwarzanie Sp. z o.o.

2– an indirect subsidiary held through interests in Lubelski Węgiel BOGDANKA S.A.

3– an indirect subsidiary held through interests in ENEA Operator Sp. z o.o.

4– on 16 June 2016 Extraordinary Shareholders' Meeting of ENEA Oświetlenie Sp. z o.o. changed the company's Deed by changing the company's address to Szczecin 71-080, Ku Słońcu 34. The change of the Deed was registered in the National Court Register on 6 July 2016.

6. Property, plant and equipment

During the 6-month period ended 30 June 2016, the Company acquired property, plant and equipment amounting to PLN 183 thousand (during the period of 6 months ended 30 June 2015: PLN 0 thousand).

During the 6-month period ended 30 June 2016, the Company sold and liquidated property, plant and equipment for the total net amount of PLN 16 thousand (during the period of 6 months ended 30 June 2015: PLN 75 thousand).

(all amounts in PLN '000, unless specified otherwise)

7. Intangible assets

During the 6-month period ended 30 June 2016, the Company acquired intangible assets for the total amount of PLN 757 thousand (during the period of 6 months ended 30 June 2015: PLN 6 thousand).

During the 6-month period ended 30 June 2016, the Company did not complete significant liquidations of intangible assets (during the period of 6 months ended 30 June 2015: PLN 503 thousand net).

8. Investments in subsidiaries

30.06.2016 31.12.2015
Opening balance 8 323 493 8 951 265
Acquisition of investments - 1 486 240
Repayable contribution to the share capital of a subsidiary 1 135 966 -
Disposal of investments - (8 854)
Transfer to assets held for sale - (17 487)
Change in impairment loss (42 000) (2 087 671)
Closing balance 9 417 459 8 323 493

Impairment loss on investments

30.06.2016 31.12.2015
Opening balance 2 117 775 30 104
Addition 42 000 2 089 754
Utilized - (1 356)
Reclassification to assets held for sale - (727)
Closing balance 2 159 775 2 117 775

On 27 January 2016 the Extraordinary Shareholders' Meeting of ENEA Wytwarzanie Sp. z o.o. adopted a resolution No. 1 referring to the repayable capital contribution in the total amount of PLN 749,672 thousand as follows:

  • 1st tranche till 31 March 2016: PLN 199,899 thousand,
  • 2nd tranche till 31 July 2016: PLN 349,874 thousand,
  • 3rd tranche till 30 November 2016: PLN 199,899 thousand.

On 25 May 2016, the Extraordinary Shareholders' Meeting of ENEA Wytwarzanie Sp. z o.o. adopted a resolution No. 1 referring to the repayable capital contribution in the total amount of PLN 386,294 thousand till 31 May 2016.

On 14 March 2016 and 31 May 2016 ENEA S.A. issued repayable contributions to the share capital of ENEA Wytwarzanie Sp. z o.o. amounting to PLN 1,135,966 thousand (according to the resolutions of the Extraordinary Shareholders' Meeting of ENEA Wytwarzanie Sp. o.o. on 27 Januray 2016 and 25 May 2016). The amount will be used to finance the investment expenditure of ENEA Wytwarzanie Sp. z o.o. The maturity date has not been defined.

As at 30 June 2016 the Company analyzed indicators for impairment of shares in subsidiaries. As a result of the implementation of the act of 20 May 2016 on investments in wind farms, the method for qualifying of fixed assets in wind farms into real property taxation basis shall change starting from 2017. Due to the change in calculating real property taxes, the Company updated the impairment tests performed in 2015 in a subsidiary which deals with energy generation from wind sources and assessed the impact of the increased taxes upon the value-in-use of the shares. Based on the analysis, impairment on shares has been identified of PLN 42,000 thousand. The impairment loss reduced the Company's net result by PLN 42,000 thousand.

(all amounts in PLN '000, unless specified otherwise)

9. Assets held for sale

30.06.2016 31.12.2015
Opening balance 8 410 12 876
Acquisition of investments - 70
Reclassification from investments in subsidiaries - 16 760
Impairment loss - (13 087)
Disposal of investments - (8 209)
Closing balance 8 410 8 410

During the 6-month period ended 30 June 2016 there were no changes in non-current assets held for sale.

As at 30 June 2016 the shares in Szpital Uzdrowiskowy ENERGETYK Sp. z o.o. are presented as non-current assets held for sale. On the basis of a resolution of the Management Board of ENEA S.A. No. 40/2016 dated 24 February 2016 the Company commenced proceedings related to the sale of shares in Szpital Uzdrowiskowy ENERGETYK Sp. z o.o. in a public invitation to negotiations. The time frame for submission of binding offers ended on 10 May 2016 and at present negotiations with potential investors are carried out.

10. Intercompany bonds

ENEA Group adopted a model of intra-group financing of investments conducted by subsidiaries. ENEA S.A. raises on a financial market long-term funds through borrowing or issuing bonds, and then distributes them within the Group. The table below presents currently ongoing programs of intra-group bonds issue pending as at 30 June 2016 and 31 December 2015:

Date of contracts Issuer Final redemption Credit limit
in PLN '000
Amount used
in PLN '000
Bonds issued
as at
30.06.2016
(principal) in
PLN '000
Bonds issued
as at
31.12.2015
(principal)
in PLN '000
10 March 2011 ENEA Wytwarzanie Sp. z o.o. 31 March 2023 26 000 26 000 26 000 26 000
29 September 2011 ENEA Wytwarzanie Sp. z o.o. 29 September
2019
14 500 14 500 9 500 9 500
23 July 2012 ENEA Wytwarzanie Sp. z o.o. 22 July 2019 158 500 158 500 68 950 80 050
8 September 2012,
agreement for the amount
of PLN 4,000,000
thousand reduced by
annex No. 2 dated 21
January 2015 to the
amount of PLN 3,000,000
thousand
ENEA Wytwarzanie Sp. z o.o. from 15 June 2020
to 15 December
2020 depending
on dates of bond
series issue, the
remaining
amounts at the
latest 15 June
2022
3 000 000 1 501 000 1 501 000 1 201 000
20 June 2013 as amended
by annex No. 1 dated 9
October 2014 and annex
No.2 dated 7 July 2015
ENEA Operator Sp. z o.o. Depending on
dates of bond
series issue, but
not later than
17 June 2030
1 425 000 1 425 000 1 425 000 1 425 000
16 July 2013 as amended
by annex No. 1 dated 17
January 2014 and annex
No.2 dated 13 July 2015
and the agreement dated
30 May 2016
amending the bond issue
terms
ENEA Wytwarzanie Sp. z o.o. 31 May 2016 936 000 936 000 - 936 000

(all amounts in PLN '000, unless specified otherwise)

Date of contracts Issuer Final redemption Credit limit
in PLN '000
Amount used
in PLN '000
Bonds issued
as at
30.06.2016
(principal) in
PLN '000
Bonds issued
as at
31.12.2015
(principal)
in PLN '000
12 August 2014 in the
amount of PLN 260,000
thousand, increased to
PLN 1,000,000
thousand by annex
No. 1 dated 11
February 2015 and
reduced by annex No. 2
dated 30 December
2015 to the amount of
PLN 260,000 thousand
ENEA Wytwarzanie Sp. z o.o. Redemption in
installments – final
maturity
15 December 2026
260 000 260 000 260 000 260 000
17 November 2014 ENEA Wytwarzanie Sp. z o.o. 31 March 2020 740 000 350 000 350 000 350 000
17 February 2015 in
the amount of PLN
760,000 thousand,
increased by annex No.
1 dated 3 June 2015 to
amount of PLN
1,000,000 thousand
ENEA Wytwarzanie Sp. z o.o. 10 February 2020 1 000 000 1 000 000 1 000 000 1 000 000
7 July 2015 ENEA Operator Sp. z o.o. Redemption in
installments – final
maturity 17 June
2030
946 000 200 000 200 000 100 000
30 October 2015 Miejskie Przedsiębiorstwo
Energetyki Cieplnej Sp. z o.o.
Redemption in
installments – final
maturity
31 March 2020
18 000 18 000 15 000 17 000
Total 4 855 450 5 404 550
valuation Transaction costs and the result of amortised cost (16 476) (10 165)
Total 4 838 974 5 394 385

On 8 January 2016, ENEA S.A. acquired the second issue of bonds amounting to PLN 100,000 thousand issued by ENEA Operator Sp. z o.o. under the Bond Issue Programme Agreement of 7 July 2015. The interest of the bonds is based on a floating interest rate. The bonds will be redeemed in installments, and the final date of redemption is planned for September 2030.

On 19 May 2016 ENEA S.A. acquired series VI of bonds of PLN 300,000 thousand issued by ENEA Wytwarzanie under a Programme Agreement of 8 September 2012. The interest of the bonds is based on a floating interest rate, and the bond redemption date is 15 June 2022.

On 30 May 2016 ENEA S.A., ENEA Wytwarzanie Sp. z o.o. and mBank S.A. concluded an agreement to amend the Bond Issue Terms of 13 July 2015, which changed the bond redemption date to 31 May 2016. As of this date, ENEA Wytwarzanie Sp. z o.o. purchased all AII 07/2015 series bonds of PLN 936,000 thousand.

The sums due to ENEA S.A. under the Redemption Price and the Interests due as of the Redemption Date were settled in a non-cash transaction, through mutual compensation:

  • ENEA S.A.'s receivables from the Redemption Price and the Interest due as of the Redemption Date of AII072015 series Bonds,

(all amounts in PLN '000, unless specified otherwise)

  • ENEA Wytwarzanie Sp. z o.o.'s receivables from ENEA S.A. related to the repayable contribution to the share capital of ENEA Wytwarzanie Sp. z o.o.

11. Allowance on trade and other receivables

30.06.2016 31.12.2015
Opening balance of receivables allowance 52 697 53 640
Addition 9 114 27 810
Utilized (6 164) (28 753)
Closing balance of receivables allowance 55 647 52 697

During the 6-month period ended 30 June 2016 the allowance on the carrying amount of trade and other receivables increased by PLN 2,950 thousand (during the period of 6 months ended 30 June 2015 the impairment allowance decreased by PLN 3,688 thousand).

12. Inventory

Certificates of origin

30.06.2016 31.12.2015
Opening balance 152 318 116 117
Acquisition 244 908 389 761
Redemption (170 357) (343 212)
Disposal Sale (287) (10 348)
Closing balance 226 582 152 318

The costs regarding redemption of certificates of origin are presented in the statement of profit or loss within Energy and gas purchase for sale.

13. Cash and cash equivalents

34 761 2 791
1 632 746 1 394 841
1 632 696 1 394 789
50 52
1 667 507 1 397 632
1 667 507 1 397 632

As at 30 June 2016 and 31 December 2015 ENEA S.A. had no restricted cash.

14. Financial assets measured at fair value through profit or loss

As at 30 June 2016 the carrying amount of the portfolio of financial instruments managed by a specialized institution amounted to PLN 220,672 thousand and comprised financial assets measured at fair value through profit or loss -treasury

(all amounts in PLN '000, unless specified otherwise)

bills and bonds in the amount of PLN 219,984 thousand (as at 31 December 2015, carrying amount of the portfolio amounted to PLN 216,826 thousand, including financial assets measured at fair value through profit or loss - treasury bills and bonds in the amount of PLN 215,488 thousand).

15. Financial instruments

The table below presents the fair values as compared to carrying amounts:

30.06.2016 31.12.2015
Carrying
amount
Fair value Carrying
amount
Fair value
Non-current financial assets available for sale 38 402 38 402 23 402 23 402
Non-current intercompany bonds
Derivatives
4 746 138
-
4 833 699
-
5 339 352
844
5 423 882
844
Current intercompany bons
Current financial assets measured at fair value through
92 836 84 607 55 033 49 227
profit or loss 219 984 219 984 215 488 215 488
Trade and other receivables 1 565 986 (*) 1 048 669 (*)
Cash and cash equivalents 1 667 507 1 667 507 1 397 632 1 397 632
Non-current loans, borrowings and debt securities 5 544 428 5 596 708 5 187 381 5 231 070
Derivatives 25 822 25 822 - -
Current loans, borrowings and debt securities 355 840 347 659 31 905 26 951
Finance lease liabilities 15 15 43 43
Other financial liabilities 459 494 459 494 327 318 327 318
Trade and other liabilities 455 065 (*) 423 060 (*)

(*) - The carrying amount of trade and other receivables, trade payables and trade and other liabilities approximates their fair value.

Financial assets available for sale include shares in unrelated parties for which the ratio of interest in equity is lower than 20%, including shares in PGE EJ1 Sp. o.o. in the amount of PLN 23,402 thousand for which there is no quoted market price in an active market and whose fair value - because of the initial phase of the company's activity – is based on incurred cost.

Non-current financial assets held to maturity include acquired debt instruments – bonds with an original maturity exceeding 1 year.

Derivatives comprise the valuation of interest rate hedging transactions (Interest Rate Swap). The fair value of derivatives is determined by calculating the net present value based on two yield curves, i.e. the curve to determine the discount factor and curve used to estimate future rates of variable reference rates.

Current financial assets measured at fair value through profit or loss include an investment portfolio managed by a company specialized in professional cash management (Note 14). The fair value of the investment portfolio is estimated based on market quotations.

Current financial assets held to maturity include acquired debt instruments – bonds with an original maturity not exceeding 1 year.

The table below presents the analysis of financial instruments measured at fair value and classified into the following three levels:

(all amounts in PLN '000, unless specified otherwise)

Level 1 – fair value based on stock exchange prices (unadjusted) offered for identical assets or liabilities in active markets,

Level 2 – fair value determined based on market observations instead of market quotations (e.g. direct or indirect reference to similar instruments traded in the market),

Level 3 – fair value determined using various valuation methods, but not based on observable market information.

30.06.2016
Level 1 Level 2 Level 3 Total
Financial assets measured at fair value through profit or
loss
Non-derivative financial assets held for trading 219 984 - - 219 984
Total 219 984 - - 219 984
Financial liabilities measured at fair value through profit
or loss
Interest Rate Swap used for hedging - 25 822 - 25 822
Total - 25 822 - 25 822
31.12.2015
Level 1 Level 2 Level 3 Total
Financial assets measured at fair value through profit or
loss
Non-derivative financial assets held for trading 215 488 - - 215 488
Interest Rate Swap used for hedging - 844 - 844
Total 215 488 844 - 216 332

16. Loans, borrowings and debt securities

30.06.2016 31.12.2015
Long-term
Bank loans 1 584 825 1 518 674
Bonds 3 959 603 3 668 707
Total 5 544 428 5 187 381
Short-term
Bank loans 325 080 3 523
Bonds 30 760 28 382
Total 355 840 31 905
Total loans, borrowings and debt securities 5 900 268 5 219 286

Loans

At present ENEA S.A. has loan agreements concluded with EIB for a total amount of PLN 2,371,000 thousand (agreement A for PLN 950,000 thousand, agreement B for PLN 475,000 thousand and agreement C for PLN 946,000 thousand). The funds from EIB are designated for financing of long-term investment plan for the modernization and extension of the power grids of ENEA Operator Sp. z o.o. Funds from Agreement A and B are fully utilized and the availability period for Agreement C is March 2017. Interest rate on loans can be fixed or floating.

(all amounts in PLN '000, unless specified otherwise)

In January 2016, ENEA S.A. received the second tranche of a loan within C Agreement that was awarded by the European Investment Bank in the amount of PLN 100,000 thousand. The loan is denominated in PLN with a floating interest rate based on the WIBOR 6-month plus the Bank's margin. The tranche will be repaid in installments, and the final loan repayment is planned for September 2030.

Bond issue programs

ENEA S.A. concludes agreements for bonds issue programs to finance current operations and investments of ENEA S.A. and its subsidiaries.

No. Name of bonds issue programme Date of the
conclusion of
programme
Amount of
the
programme
Amount issued as
at
30.06.2016 r.
Amount issued
as at
31.12.2015 r.
Redemption
date
1. Bonds Issue Programme
Agreement with PKO BP S.A.,
Bankiem PEKAO S.A., BZ WBK
S.A. and Bank Handlowy
w Warszawie S.A.
21 June 2012 3 000 000 1 501 000 1 201 000 Redemption
from June
2020 till
June 2022.
2. Bonds Issue Programme
Agreement with Bank
Gospodarstwa Krajowego
15 May 2014 1 000 000 1 000 000 1 000 000 Redemption
in
installments,
final
maturity is
December
2026.
3. Bonds Issue Programme
Agreement with ING Bank Śląski
S.A., PKO BP S.A., Bank PEKAO
S.A. and mBank S.A.
30 June 2014 5 000 000 1 500 000 1 500 000 Redemption
of a given
series in
February
2020 and
September
2021.
4. Bonds Issue Programme
Agreement with Bank
Gospodarstwa Krajowego
3 December
2015
700 000 - - Redemption
in
installments,
final
maturity is
September
2027.
TOTAL 9 700 000 4 001 000 3 701 000
Transaction costs and the result of
amortised cost valuation
(10 637) (3 911)
TOTAL 9 700 000 3 990 363 3 697 089

In the first half of 2016 ENEA SA did not change the Programme Agreements, neither concluded any new agreements. On 19 May 2016, ENEA S.A. issued VI series of bonds of PLN 300,000 thousand under a Programme Agreement of 21 June 2012. The interest of the bonds is based on a floating interest rate, and the bond redemption date is 15 June 2022.

Interest rate risk hedging transactions

During the 6-month period ended 30 June 2016 ENEA S.A. ENEA S.A. concluded interest rate swap transactions to hedge interest rate risk related to the debt of PLN 1,440,000 thousand. On 30 June 2016 the total value of the IRS's transactions

(all amounts in PLN '000, unless specified otherwise)

amounted to PLN 4,435,000 thousand. Concluded transactions will substantially affect the predictability of the cash relating flows of expenditure and financial costs. The valuation of these financial instruments is presented in "Derivatives".

As at 30 June 2016 the valuation of derivatives amounted to PLN 25,822 thousand.

Financing conditions – covenants

Financing agreements assume compliance by the Company and the Group with certain financial ratios. As at 30 June 2016 and the date of these condensed interim separate financial statements, the Company did not breach the regulations of loan agreements, on the basis of which the Company would be required to early repayment of long-term debt.

17. Other financial liabilities

Cash management in ENEA Group is performed by ENEA S.A., allowing efficient cash surplus management (economies of scale) and reduction of external financing costs. Cash management covers subsidiaries which constitute ENEA Tax Group and is based on "Cash management system between groups of bank accounts" – cash pooling.

Under this service at the end of each day cash surplus from a bank accounts of a participant is transferred to a bank account of the Pool Leader – ENEA S.A. On the next day account balances are reversed and cash transferred back to the bank account of the participant.

18. Deferred income tax

Changes in the deferred tax asset (after the net-off of the asset and liability):

30.06.2016 31.12.2015
Opening balance 63 316 25 726
Change recognized in profit or loss (1 924) 39 899
Change recognized in other comprehensive income 5 069 (2 309)
Closing balance 66 461 63 316

During the 6-month ended 30 June 2016 , the Company's profit before tax was debited with PLN 1,924 thousand as a result of decrease in net deferred tax asset (during the period of 6 months ended 30 June 2015 the Company's profit before tax was credited with PLN 8,373 thousand as a result of an increase in net deferred tax assets).

(all amounts in PLN '000, unless specified otherwise)

19. Provisions for other liabilities and charges

Non-current and current provisions for other liabilities and charges:

30.06.2016 31.12.2015
Non-current 8 487 10 905
Current 308 926 261 534
Total 317 413 272 439
Provision for non
contractual use of
property
Provision for other
claims
Provision for
certificates of
origin
Provision for
certificates of origin
Balance as at 01.01.2016 r. 17 161 10 288 244 990 272 439
Increase in provisions 207 1 668 217 501 219 376
Provisions used (51) (17) (170 357) (170 425)
Provision reversed (3 969) (8) - (3 977)
Balance as at 30.06.2016 r. 13 348 11 931 292 134 317 413

A description of material claims and contingent liabilities has been presented in note 23.2.

During the 6-month period ended 30 June 2016 the provisions for other liabilities and charges increased by the net amount of PLN 44,974 thousand, mainly due to no fulfilling the obligation related to sale to end users of electricity generated in a renewable source or in cogeneration – lack of a decision of the President of the Energy Regulatory Office regarding the obligation for 2016 obligation (in the period of 6-months ended 30 June 2015, the provisions for other liabilities and charges increased by PLN 99,850 thousand).

20. Dividend

The Company will not pay out the dividend for the financial year from 1 January 2015 to 31 December 2015 due to the net loss incurred in that period. On 27 June 2016, the Extraordinary General Meeting of Shareholders of ENEA S.A. adopted Resolution no. 7 on the coverage of the net loss of PLN 1,116,888 thousand for the financial year from 1 January 2015 to 31 December 2015 from retained earnings.

On 30 June 2015 the General Shareholders' Meeting of ENEA S.A. adopted Resolution no. 7 concerning net profit distribution for the financial period from 1 January 2014 to 31 December 2014 under which the dividend for shareholders amounts to PLN 207,478 thousand. Dividend per share amounted to PLN 0.47.

(all amounts in PLN '000, unless specified otherwise)

21. Related party transactions

The Company concludes transactions with the following related parties:

1. Companies of the ENEA Group

01.01.2016 - 30.06.2016 01.01.2015 - 30.06.2015
Purchases, including: 2 178 918 2 259 746
materials 245 402
services 785 454 786 672
other (including energy and gas) 1 393 219 1 472 672
Sales, including: 143 309 104 508
energy 127 604 91 245
services 623 705
other 15 082 12 558
Interest income, including: 73 899 60 197
bonds 73 792 60 045
loans 107 152
Dividend income 548 874 874 236
30.06.2016 31.12.2015
Recivables 713 870 181 534
Liabilities 380 657 732 428
Financial assets - bonds 4 838 974 5 394 385
Other financial liabilities 459 494 327 318

In accordance with Corporate Income Tax Act regulations concerning conclusion on transactions under arm's length do not apply to legal entities comprising tax group. Transactions with group entities which are not part of the Tax Group are concluded under arm's length terms and their conditions do not differ from those applied in transactions with other entities.

2. Transactions concluded between the Company and members of its governing bodies fall within two categories:

  • those related to the appointment of Members of Supervisory Boards;
  • resulting from other civil law agreements.

The value of transactions has been presented below:

Management Board of the Company Supervisory Board of the Company
Item 01.01.2016 -
30.06.2016
01.01.2015 -
30.06.2015
01.01.2016 -
30.06.2016
01.01.2015 -
30.06.2015
Remuneration under managerial and
consultancy agreements
8 844** 4 946* - -
Remuneration relating to appointment of
members of management or supervisory
bodies
- - 228 166
TOTAL 8 844 4 946 228 166

* Remuneration includes bonuses for 2014 paid to the members of the Management Board during the second quarter of 2015 ** Remuneration includes bonuses for 2015 and compensation resulting from non – competition agreements for former members of the Management Board in the amount of PLN 7,105 thousand.

(all amounts in PLN '000, unless specified otherwise)

During the 6-month period ended 30 June 2016 there were no loans granted from the Company's Social Benefits Fund to the members of the Supervisory Board (PLN 0 thousand during the 6-month period ended 30 June 2015). During this period repayments of these loans amounted to PLN 8 thousand (PLN 2 thousand during the 6-month period ended 30 June 2015).

Other transactions resulting from civil law agreements concluded between ENEA S.A. and members of the Company's governing bodies concern only private use of Company's cars by Members of the Management Board of ENEA S.A.

3. Transactions with entities whose shares are held by the State Treasury of the Republic of Poland

ENEA S.A. also concludes business transactions with entities of the central and local administration and entities whose shares are held by the State Treasury of the Republic of Poland.

The transactions concern mainly:

  • purchase of electricity and property rights resulting from certificates of origin as regards renewable energy and energy cogenerated with heat from companies controlled by the State Treasury;
  • sale of electricity, distribution services and other related fees, provided by the Company both to central and local administration bodies (sale to end users) and controlled by the State Treasury (wholesale and retail sale to end users).

Such transactions are concluded under arm's length terms and their conditions do not differ from those applied in transactions with other entities. As the Company does not keep a register which would allow to aggregate the values of all transactions with state institutions and entities controlled by the State Treasury therefore the turnover and balances with related parties disclosed in these condensed interim separate financial statements do not include data related to transactions with entities controlled by the State Treasury.

22. Future liabilities under contracts concluded as at the end of the reporting period

Contractual obligations related to the acquisition of property, plant and equipment and intangible assets assumed as at the end of the reporting period, not yet recognized in the statement of financial position:

30.06.2016 31.12.2015
Acquisition of intangible assets 447 2 097
447 2 097

23. Contingent liabilities and proceedings before courts, arbitration or public administration bodies 23.1. Guarantees for credit facilities and loans as well as other sureties granted by the Company

On 1 March 2016, ENEA S.A. – as Guarantor – entered into a contract of surety with Shell Energy Europe Limited. Under this contract ENEA S.A. guarantees liabilities of its subsidiary ENEA Trading Sp. z o.o. concerning purchase of natural gas up to the maximum amount of EUR 3,500 thousand (ca. PLN 15,489 thousand).

(all amounts in PLN '000, unless specified otherwise)

The table below presents actual bank guarantees under the agreements concluded with BZ WBK S.A. and Pekao S.A. to limits specified therein:

Guarantee
date
Guarante
e period
Company from
ENEA Group
Recipient Guarantee title Bank -
contractor
Amount of
guarantee in
PLN thousand
2016-01-01 2017-02-28 ENEA S.A. Górecka Projekt Sp. z o.o. Rent BZ WBK
S.A.
1 650
2015-06-01 2017-01-31 ENEA S.A. Atrium Tower Sp. z o.o. Rent BZ WBK
S.A.
145
2015-11-24 2018-01-31 ENEA S.A. AQUA S.A. Due
performance of
the contract
BZ WBK
S.A.
257
2015-11-27 2018-01-31 ENEA S.A. Szpital Kliniczny im. H.
Święcickiego
Uniwersytetu
Medycznego in Poznań
Due
performance of
the contract
BZ WBK
S.A.
854
Total of guarantees issued 2 906

The remaining guarantees as st 30 June 2016 amounted to PLN 217 thousand.

The total value of guarantees granted by ENEA S.A. to secure liabilities of ENEA Capital Group companies as at 30 June 2016 amounted to PLN 237,394 thousand.

23.2. Pending proceedings before courts of general jurisdiction

Actions brought by the Company

Actions which ENEA S.A. brought to common courts of law refer to claims for receivables due to supply of electricity and claims for other receivables – illegal consumption of electricity, connections to the power grid and other specialist services rendered by the Company.

As at 30 June 2016, the total of 6,407 cases brought by the Company were pending before common courts for the total amount of PLN 50,349 thousand (7,066 cases for the total amount of PLN 51,978 thousand as at 31 December 2015). None of these cases can significantly affect the Company's net result.

Actions brought against the Company

Actions against the Company are brought both by natural and legal persons. They mainly refer to such issues as compensation for interrupted delivery of electricity, identification of illegal electricity consumption and compensation for the Company's use of real property where electrical devices are located. The Company considers actions concerning non-contractual use of real property not owned by the Company as particularly important.

As at 30 June 2016 the total of 147 cases against the Company were pending before common courts for the total amount of PLN 52,429 thousand (117 cases for the total amount of PLN 18,229 thousand as at 31 December 2015). The provisions related to these cases are presented in note 19.

None of the cases can significantly affect the Company's net result.

(all amounts in PLN '000, unless specified otherwise)

23.3. Motions for settlements of not balanced energy trading in 2012

On 30 and 31 December 2014 ENEA S.A. submitted motions for settlement to:

Amount in PLN thousand
PGE Polska Grupa Energetyczna S.A. 7 410
PKP Energetyka S.A. 1 272
TAURON Polska Energia S.A. 17 086
TAURON Sprzedaż GZE Sp. z o.o. 1 826
FITEN S.A. 207
Total: 27 801

The subject of motions was claim for the payment of electric energy consumed under the system of energy balancing. Claimed companies earned unjustified benefits by refusing ENEA S.A. to issue invoice corrections for 2012.

Till the reporting date five proceedings were conducted but claims of ENEA S.A. were not accepted.

23.4. Dispute with PGE S.A. concerning price for certificates of origin

Before the District Court in Poznań the proceeding brought by PGE Górnictwo i Energetyka Konwencjonalna S.A. is pending against the Company for the payment of PLN 42,351 thousand concerning the payment for purchased certificates of origin. ENEA SA made a deduction from the payment for certificates of origin (by offsetting with invoices for certificates of origin) in respect of a damage caused by PGE GiEK S.A. to ENEA S.A. The damage resulted from the fact that PGE GiEK S.A. did not fulfill the contractual obligation to accede to renegotiate long-term contracts for certificates of origin in accordance with the adaptive clause applicable to both Parties. The adaptive clause is applicable in the event of changes in facts or legal status related to the support scheme for the renewable energy sources based on the obligation to redeem the certificates of origin (incorporating property rights) which result in disruption of the contractual balance and equivalence of benefits for parties, which, in the opinion of ENEA S.A., occurred in the case of contracts with PGE GiEK S.A.

24. The participation in the construction of the atomic power plant programme

On 15 April 2015 KGHM, PGE TAURON and ENEA concluded Share Purchase Agreement in PGE EJ 1. Each of KGHM, TAURON and ENEA acquired from PGE 10% of shares (total 30%) in PGE EJ 1. ENEA paid PLN 16 million for the acquired shares.

On 29 July 2015 the Extraordinary Shareholders' Meeting of PGE EJ 1 adopted a resolution to increase the share capital of the Company approximately by PLN 70 million through issue of 496,450 new shares in the nominal value of PLN 141 each and cover them with cash. According to the decision of the Extraordinary Shareholders Meeting ENEA acquired 49,645 shares in the total nominal value of approximately PLN 7 million, and covered them with cash of approximately PLN 7 million.

In the first half of 2016, KGHM, PGE, TAURON, and ENEA continued their work on the preparation to the construction of the nuclear plant in Poland project.

(all amounts in PLN '000, unless specified otherwise)

The Shareholders Agreement parties predict that subsequent decision on the declaration of further participation of the Parties in the next phase of the project will be taken after the completion of the Initial Phase immediately prior to the decision of the Integrated proceeding.

25. Subsequent events

On July 18, 2016, ENEA S.A., ENEA Operator Sp. z o.o. and Bank PKO Bank Polski S.A. concluded an Executive Agreement for the Bond Issue Program, stipulating the sum of PLN 360,000 thousand. Thereunder, ENEA Operator Sp. z o.o. issued bonds of PLN 360,000 thousand in total amount on July 28, 2016. The bonds were acquired by ENEA S.A.