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Enea S.A. Interim / Quarterly Report 2017

Nov 23, 2017

5597_rns_2017-11-23_64b09c9e-8903-46bc-b374-505b39938396.pdf

Interim / Quarterly Report

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Extended consolidated quarterly report of the Enea Group for the third quarter of 2017

Poznań, 21 November 2017

Contents of the extended consolidated quarterly report

1. Selected consolidated financial data of the Enea Group for the period from 1 January 2017 to
30 September 2017 3
2. Condensed interim consolidated financial statements of the Enea Group for the period
from 1 January 2017 to 30 September 2017 4
3. Selected separate financial data for the period from 1 January 2017 to
30 September 2017 48
4. Condensed interim separate financial statements of the Enea S.A. for the period
from 1 January 2017 to 30 September 2017 49

Selected consolidated financial data of Enea Group

in PLN '000 in EUR '000
9 months
ended
30.09.2017
9 months
ended
30.09.2016
9 months
ended
30.09.2017
9 months
ended
30.09.2016
Net sales revenue 8 398 162 8 303 944 1 972 974 1 900 738
Operating profit 1 069 855 949 142 251 340 217 255
Profit before tax 1 036 030 897 585 243 394 205 453
Net profit for the reporting period 837 949 720 655 196 859 164 955
Net cash flows from operating activities 2 234 993 1 822 395 525 065 417 139
Net cash flows from investing activities (2 828 149) (1 990 244) (664 415) (455 559)
Net cash flows from financing activities (67 845) 328 782 (15 939) 75 257
Total net cash flows (661 001) 160 933 (155 288) 36 837
Weighted average number of shares 441 442 578 441 442 578 441 442 578 441 442 578
Net earnings per share (in PLN/EUR per share)
Diluted earnings per share (in PLN/EUR per
1.78 1.53 0.42 0.35
share) 1.78 1.53 0.42 0.35
Balance as at Balance as at Balance as at Balance as at
30.09.2017 31.12.2016 30.09.2017 31.12.2016
Total assets 25 756 216 24 536 519 5 977 168 5 546 229
Total liabilities 12 069 615 11 524 790 2 800 960 2 605 061
Non-current liabilities 8 975 463 8 606 757 2 082 909 1 945 469
Current liabilities 3 094 152 2 918 033 718 051 659 592
Equity 13 686 601 13 011 729 3 176 209 2 941 168
Share capital 588 018 588 018 136 460 132 915
Book value per share (in PLN/EUR per share) 31.00 29.48 7.20 6.66
Diluted book value per share (in PLN/EUR per
share) 31.00 29.48 7.20 6.66

The above financial data for 3rd quarter of 2017 and 2016 were translated into EUR in line with the following principles:

  • individual assets and liabilities at the average exchange rate as of 30 September 2017 – PLN/EUR 4.3091 (as at 31 December 2016 – PLN/EUR 4.4240),
  • 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 September 2017 – PLN/EUR 4.2566 (for the period from 1 January to 30 September 2016 – PLN/EUR 4.3688).

Condensed interim consolidated financial statements of the Enea Group for the period from 1 January to 30 September 2017

Poznań, 21 November 2017

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Index to the condensed interim consolidated financial statements

Consolidated statement of financial position 7
Consolidated statement of profit or loss and other comprehensive income 9
Consolidated statement of changes in equity 10
Consolidated statement of cash flows 12
Explanatory notes to the condensed interim consolidated financial statements 13
1. General information about Enea S.A. and the Enea Group 13
2. Statement of compliance 14
3. Accounting principles 14
4. Material estimates and assumptions 14
5. Composition of the Group – list of subsidiaries, associates and jointly controlled entities 15
6. Segment reporting 16
7. Property, plant and equipment 24
8. Intangible assets 24
9. Acquisition of subsidiaries, associates and jointly controlled entities 24
9.1. Acquisition of shares of ENGIE Energia Polska S.A. (currently Enea Elektrownia Połaniec S.A.) 25
9.2. Acquisition of shares of Polimex-Mostostal S.A. 26
9.3. Realization of the Investment Agreement with Energa S.A. and Elektrownia Ostrołęka S.A.
on the construction and operation of a power unit in Ostrołęka Power Plant 27
9.4. Recapitalization in Polska Grupa Górnicza Sp. z o.o. 28
10. Non-current assets held for sale 30
11. Allowance on trade and other receivables 30
12. Inventories 30
13. Certificates of origin 31
14. Restricted cash 31
15. Financial assets measured at fair value through profit or loss 31
16. Loans, borrowings and debt securities 32
17. Financial instruments 36
18. Deferred income due to subsidies, connection fees and other 38
19. Deffered income tax 39
20. Provisions for other liabilities and charges 39
21. Related party transactions 41
22. Future liabilities under contracts as at the end of the reporting period 42
23. Contingent liabilities and proceeding before courts, arbitration or public administration bodies 42
23.1. Sureties and guarantees 42
23.2. Pending proceedings before courts of general jurisdiction 43
23.3. Motions for settlement of not balanced energy trading in 2012 43
23.4. Dispute concerning energy origin certificate prices 44
24. The participation in the construction of the atomic power plant programme 44
25. Dividend 45
26. Agreement for the purchase of the company Eco-Power Sp. z o.o. 45
27. Initial offer for acquisition of EDF's assets in Poland 45
28. Changes in the composition of the Management Board 46
29. Changes in the regulatory environment 47
30. Subsequent events 47

Enea Group Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

These condensed interim consolidated 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 Piotr Olejniczak .…………………………………
Member of the Management Board Zbigniew Piętka ………………………………….

Prepared by: Robert Kiereta Manager of Consolidated Financial Reporting Department ……………………………………

Poznań, 21 November 2017

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Consolidated statement of financial position

Balance as at
Note 30.09.2017 31.12.2016
ASSETS - -
Non-current assets - -
Property, plant and equipment 7 19 728 566 18 382 498
Perpetual usufruct of land 105 723 74 899
Intangible assets 8 405 323 370 638
Investment properties 27 243 28 020
Investments in subsidiaries, associates and jointly-controlled entities 9 357 123 2 518
Deferred tax assets 19 497 300 403 257
Financial assets available for sale 43 304 42 482
Financial assets measured at fair value through profit or loss 15 38 960 112
Derivatives 16 29 558 40 267
Trade and other receivables 62 075 30 690
Cash deposits at Mine Closure Fund 112 639 111 218
Aktywa razem 21 407 814 19 486 599
Current assets - -
CO2 emission rights 117 956 417 073
Inventories 12 717 480 448 941
Trade and other receivables 1 704 565 1 824 488
Current income tax assets 113 775 9 541
Financial assets held to maturity 477 478
Financial assets measured at fair value through profit or loss 15 14 933 4 852
Cash and cash equivalents 14 1 679 216 2 340 217
Non-current assets classified as held for sale 10 - 4 330
Aktywa obrotowe 4 348 402 5 049 920
Total assets 25 756 216 24 536 519

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Balance as at
Note 30.09.2017 31.12.2016
EQUITY AND LIABILITIES - -
Equity - -
Equity attributable to shareholders of the Parent Company - -
Share capital 588 018 588 018
Share premium 3 632 464 3 632 464
Financial instruments revaluation reserve 763 744
Other capital (27 101) (25 652)
Reserve capital from valuation of hedging instruments 25 405 33 826
Retained earnings 8 588 894 7 946 612
Kapitał własny przypadający dominującej 12 808 443 12 176 012
Non-controlling interests 878 158 835 717
Total equity 13 686 601 13 011 729
LIABILITIES - -
Non-current liabilities - -
Loans, borrowings and debt securities 16 6 467 291 6 275 644
Trade and other liabilities 131 584 48 373
Finance lease liabilities 2 089 2 997
Deferred income due to subsidies, connection fees and other 18 641 962 660 032
Deferred tax liability 19 201 034 191 798
Liabilities due to employee benefits 864 672 792 156
Financial liabilities measured at fair value through profit or loss 3 420 269
Provisions for other liabilities and charges 20 663 411 635 488
Zobowiązania długoterminowe 8 975 463 8 606 757
Current liabilities - -
Loans, borrowings and debt securities 16 458 308 448 902
Trade and other liabilities 1 226 663 1 141 600
Finance lease liabilities 1 995 2 141
Deferred income due to subsidies, connection fees and other 18 86 164 84 150
Current income tax liabilities 1 419 32 071
Liabilities due to employee benefits 403 899 416 937
Liabilities due to an equivalent of the right to acquire shares free of charge 281 281
Financial liabilities measured at fair value through profit or loss 13 365 2 233
Derivatives 1 -
Provisions for other liabilities and charges 20 902 057 789 718
Zobowiązania krótkoterminowe 3 094 152 2 918 033
Total liabilities 12 069 615 11 524 790
Total equity and liabilities 25 756 216 24 536 519

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Consolidated statement of profit or loss and other comprehensive income

9 months
ended
3 months
ended
9 months
ended
3 months
ended
Note 30.09.2017 30.09.2017 30.09.2016 30.09.2016
Sales revenue 8 588 745 2 892 307 8 489 964 2 765 243
Excise tax (190 583) (60 919) (186 020) (60 731)
Net sales revenue 8 398 162 2 831 388 8 303 944 2 704 512
Other operating revenue 77 036 17 705 98 680 41 982
Depreciation (877 400) (300 586) (830 085) (276 134)
Costs of employee benefits (1 142 215) (370 736) (1 074 547) (366 053)
Consumption of materials and supplies and costs of goods sold (1 257 840) (548 072) (1 014 474) (308 243)
Energy and gas purchase for sale (2 325 124) (751 702) (3 046 927) (970 692)
Transmission services (788 274) (260 836) (634 732) (216 654)
Other external services (545 389) (188 376) (449 465) (158 236)
Taxes and charges (286 099) (88 532) (246 004) (75 105)
Loss on sale and liquidation of property, plant and equipment (11 062) (3 025) (19 452) (8 869)
Impairment loss of non-financial non-current assets - - (49 352) (7 352)
Other operating expenses (171 940) (48 994) (88 444) (20 585)
Operating profit 1 069 855 288 234 949 142 338 571
Financial expenses (102 756) (20 814) (99 594) (34 426)
Financial revenue 61 003 (1 516) 47 889 5 607
Dividend income 526 - 148 -
Share in results of associates and jointly controlled entities 7 402 1 471 - -
Profit before tax 1 036 030 267 375 897 585 309 752
Income tax 19 (198 081) (53 257) (176 930) (60 323)
Net profit for the reporting period 837 949 214 118 720 655 249 429
Other comprehensive income
Items that are or may be reclassified to profit or loss:
- valuation of hedging instruments (10 396) 2 496 (8 614) 20 480
- other 20 30 (224) (290)
- income tax 19 1 976 (474) 1 637 (3 891)
Items that will not be reclassified to profit or loss:
- remeasurement of defined benefit plan (37 302) (1 730) (1 297) -
- income tax 6 757 (1) 247 -
Net other comprehensive income (38 945) 321 (8 251) 16 299
Total comprehensive income for the reporting period 799 004 214 439 712 404 265 728
Including net profit:
attributable to Parent's shareholders 785 532 204 370 675 888 233 099
attributable to non-controlling interests 52 417 9 748 44 767 16 330
Including comprehensive income:
attributable to Parent's shareholders 755 806 204 691 670 292 249 398
attributable to non-controlling interests 43 198 9 748 42 112 16 330
Net profit attributable to shareholders of the Parent 785 532 204 370 675 888 233 099
Weighted average number of ordinary shares 441 442 578 441 442 578 441 442 578 441 442 578
Basic earnings per share (in PLN per share) 1.78 0.46 1.53 0.53
Diluted earnings per share (in PLN per share) 1.78 0.46 1.53 0.53

Enea Group Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Consolidated statement of changes in equity

(a) 3 rd quarter of 2017

Note Share
capital
(nominal
value)
Revaluation of
share capital
Total
share
capital
Share
premium
Financial
instruments
revaluation
reserve
Other
capital
Reserve capital from
valuation of hedging
instruments
Retained
earnings
Capital
attributable to
non-controlling
interests
Total
equity
Balance as at 01.01.2017 441 443 146 575 588 018 3 632 464 744 (25 652) 33 826 7 946 612 835 717 13 011 729
Net profit for the reporting period 785 532 52 417 837 949
Net other comprehensive income 19 (8
421)
(21
324)
(9
219)
(38
945)
Total comprehensive income
for the period 19 (8
421)
764 208 43 198 799 004
Dividends
Redemption of non-controlling
25 (121
926)
(456) (122
382)
interests in subsidiaries (1
449)
(301) (1 750)
Balance as at 30.09.2017 441 443 146 575 588 018 3 632 464 763 (27 101) 25 405 8 588 894 878 158 13
686
601

Enea Group Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

(b) 3 rd quarter of 2016

Share
capital
(nominal
value)
Revaluation of
share capital
Total
share
capital
Share
premium
Financial
instruments
revaluation
reserve
Other
capital
Reserve capital from
valuation of hedging
instruments
Retained
earnings
Capital
attributable to
non-controlling
interests
Total
equity
Balance as at 01.01.2016 441 443 146 575 588 018 3 632 464 814 (45 883) 3 980 7 158 352 784 858 12 122 603
Net profit for the reporting period
Net other comprehensive income
(224) (6
977)
675 888
(1
050)
44 767 720 655
(8
251)
Total comprehensive income
for
the period
Other
(224) (6
977)
674 838
(5
913)
44 767 712 404
(5 913)
Balance as at
30.09.2016
441 443 146 575 588 018 3 632 464 590 (45 883) (2
997)
7 827 277 829 625 12 829
094

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Consolidated statement of cash flows 9 months 9 months
ended ended
30.09.2017 30.09.2016
Cash flows from operating activities - -
Net profit for the reporting period 837 949 720 655
Adjustments:
Income tax in profit or loss
198 081 176 930
Depreciation 877 400 830 085
Loss on sale and liquidation of property, plant and equipment 11 062 19 452
Impairment loss of non-financial non-current assets - 49 352
Gain on bargain purchase (11 953) -
Gain on disposal of financial assets (20 048) (2 420)
Interest income (7 679) (8 323)
Dividend income (526) (148)
Interest expense 61 429 66 825
Loss on measurement of financial instruments 119 435 -
Share in results of associates and jointly-controlled entities (7 402) -
Other adjustments (6 986)
1 212 813
(21 455)
1 110 298
Income tax paid (278 473) (218 715)
Changes in working capital:
CO2 emission rights 292 407 222 338
Inventories (41 659) (21 009)
Trade and other receivables 5 050 (98 754)
Trade and other liabilities 141 467 (13 975)
Liabilities due to employee benefits (5 575) (42 955)
Deferred income due to subsidies, connection fees and other (16 098) (14 245)
Non-current assets held for sale and related liabilities - (855)
Provisions for other liabilities and charges 87 112 179 612
462 704 210 157
Net cash flows from operating activities 2 234 993 1 822 395
Cash flows from investing activities - -
Acquisition of property, plant and equipment and intangible assets (1 422 581) (1 971 079)
Proceeds from disposal of property, plant and equipment and intangible assets 1 463 5 071
Acquisition of financial assets (6 500) (20 406)
Proceeds from disposal of financial assets 2 254 1 263
Acquisition of subsidiaries , associates and jointly-controlled entities adjusted by
acquired cash
Dividends received
(1 415 186)
526
(3 020)
148
Outflows related to cash deposits at Mine Closure Fund (1 421) (10 488)
Interest received 8 132 8 183
Other proceeds from investing activities 5 164 84
Net cash flows from investing activities (2 828 149) (1 990 244)
Cash flows from financing activities - -
Proceeds from loans and borrowings 284 638 117 273
Proceeds from bond issue 290 000 450 000
Loans and borrowings repaid (43 298) (10 117)
Repurchase of bonds (340 000) (100 000)
Dividends paid (122 382) (1 054)
Payment of finance lease liabilities ( 1 739) (1 003)
Interest paid (127 486) (111 033)
Expenses related to future issue of bonds
Other payments from financing activities
(2 528)
(5 050)
(2 929)
(12 355)
Net cash flows from financing activities (67 845) 328 782
Net cash flows (661 001) 160 933
Balance at the beginning of the reporting period 2 340 217 1 822 094
Balance at the end of the reporting period 1 679 216 1 983 027

The consolidated statement of cash flows should be analyzed together with the notes, which constitute an integral part of the condensed interim consolidated financial statements.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

Explanatory notes to the condensed interim consolidated financial statements

1. General information about Enea S.A. and the Enea Group

Name (business name): Enea Spółka Akcyjna
Legal form: joint-stock company
Country: Poland
Registered office: Poznań
Address: 1 Górecka 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

The main activities of the Enea Group ("Group", "Capital Group") are:

  • production of electricity and heat (Enea Wytwarzanie Sp. z o.o., Enea Elektrownia Połaniec S.A., Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Oborniki, Miejska Energetyka Cieplna Piła Sp. z o.o., Miejskie Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Białystok);
  • electricity trade (Enea S.A., Enea Trading Sp. z o.o.);
  • distribution of electricity (Enea Operator Sp. z o.o.);
  • distribution of heat (Enea Wytwarzanie Sp. z o.o., Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Oborniki, Miejska Energetyka Cieplna Piła Sp. z o.o., Miejskie Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Białystok);
  • mining and agglomeration of hard coal (Lubelski Węgiel "Bogdanka" S.A. Group).

As at 30 September 2017 the shareholding structure of Enea S.A. was the following: the State Treasury of the Republic of Poland 51.5% of shares, PZU TFI 9.96%, other shareholders 38.54%.

As at 30 September 2017 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.

As at 30 September 2017 the Group consisted of the parent company Enea S.A. ("the Company", "Parent Entity"), 13 subsidiaries, 10 indirect subsidiaries, 2 associates and 3 jointly controlled entities.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

These condensed interim consolidated financial statements should be read together with consolidated financial statements of Enea Group for the financial year ended at 31 December 2016.

The condensed interim consolidated financial statements have been prepared on the going concern basis in the foreseeable future. There are no circumstances indicating that the ability of Enea Group to continue as going concern might be at risk.

2. Statement of compliance

These condensed interim consolidated financial statements were prepared in accordance with the requirements of International Financial Reporting Standard IAS 34 Interim Financial Reporting as endorsed by the European Union and were approved by the Management Board of Enea S.A.

The Management Board of the Parent Company has used its best knowledge as to the application of standards and interpretations as well as measurement methods and principles applicable to the individual items of the consolidated financial statements of the Enea Group in accordance with IFRS-EU as at 30 September 2017. The presented statements and explanations have been prepared using due diligence. These condensed interim consolidated financial statements have not been reviewed by a certified auditor.

3. Accounting principles

These condensed interim consolidated financial statements have been prepared in accordance with accounting policies consistent with those applied during the preparation of the most recent annual consolidated financial statements for the financial year ended 31 December 2016.

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

4. Material estimates and assumptions

The preparation of these condensed interim consolidated 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 consolidated 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 consolidated financial statements are consistent with the estimates adopted during preparation of the consolidated financial statements for the previous financial year. The estimates presented in the previous financial years do not exert any significant influence on the current period.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

5. Composition of the Group – list of subsidiaries, associates and jointly controlled entities

Name and address of the Company Share Enea S.A.
in the total number
of votes in %
30.09.2017
Share Enea S.A.
in the total number
of votes in %
31.12.2016
1. Enea Operator Sp. z o.o. 100 100
Poznań, Strzeszyńska 58
2. Enea Wytwarzanie Sp. z o.o. 100 100
Świerże Górne, commune Kozienice, Kozienice 1
3. Enea Elektrownia Połaniec S.A. 6 100 -
Połaniec, Zawada 26
4. Enea Oświetlenie Sp. z o.o. 100 100
Szczecin, Ku Słońcu 34
5. Enea Trading Sp. z o.o. 100 100
Świerże Górne, commune Kozienice, Kozienice 1
6. Enea Logistyka Sp. z o.o. 100 100
Poznań, Strzeszyńska 58
7. Enea Serwis Sp. z o.o. 100 100
Lipno, Gronówko 30
8. Enea Centrum Sp. z o.o. 100 100
Poznań, Górecka 1
9. Enea Pomiary Sp. z o.o. 100 100
Poznań, Strzeszyńska 58
10. ENERGO-TOUR Sp. z o.o. in liquidation 1005 1005
Poznań, Strzeszyńska 58
11. Enea Innovation Sp. z o.o. 1009 100
Warszawa, Jana Pawła II 25
12. Lubelski Węgiel BOGDANKA S. A. 65.99 65.99
Bogdanka, Puchaczów
13. Annacond Enterprises Sp. z o.o. 61 61
Warszawa, Jana Pawła II 25
14. Polimex – Mostostal S.A.
Warszawa, Jana Pawła II 12
16.48 -
Polska Grupa Górnicza Sp. z o.o.
15. Katowice, Powstańców 30 5.818 -
Elektrownia Ostrołęka S.A.
16. Ostrołęka, Elektryczna 5 23.79
7
-
ENGIE Bioenergia Sp. z o.o.
17. Połaniec, Zawada 26 1004 -
Przedsiębiorstwo Energetyki Cieplnej Zachód Sp. z o.o.
18. Białystok, Starosielce 2/1 1001 1001
Centralny System Wymiany Informacji Sp. z o.o.
19. Poznań, Strzeszyńska 58 3
20
1003
Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o.
20. Oborniki, Wybudowanie 56 99.931 99.931
Miejskie Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o.
21. Białystok, Warszawska 27 1
91.14
91.021
Miejska Energetyka Cieplna Piła Sp. z o.o.
22. Piła, Kaczorska 20 71.111 71.111
EkoTRANS Bogdanka Sp. z o.o.
23. Bogdanka, Puchaczów 65.992 65.992
RG Bogdanka Sp. z o.o.
24. Bogdanka, Puchaczów 65.992 65.992
MR Bogdanka Sp. z o.o.
25. Bogdanka, Puchaczów 65.992 65.992
Łęczyńska Energetyka Sp. z o.o.
26. Bogdanka, Puchaczów 58.532 58.532
ElectroMobility Poland S.A.
27. Warszawa, Mysia 2 25 25
Enea Badanie i Rozwój Sp. z o.o.
28. Świerże Górne, commune Kozienice, Kozienice 1 1001 -

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

1 – an indirect subsidiary held through shares in Enea Wytwarzanie Sp. z o.o.

On 17 September 2015, by Resolution no. 547/2015 adopted by the Management Board of Enea Wytwarzanie Sp. z o.o., a project titled "Purchase of employee shares of MPEC sp. z o.o. in Białystok" was launched. On 17 November 2015, by Resolution no. 661/2015, powers of attorney were granted in terms of concluding of the preliminary contracts and final agreements. The number of shares available for purchase is 75 thousand. The concluding of the Preliminary Agreeements was planned for the period between 7 December 2015 and 27 January 2016. The Final Contracts shall be concluded after 16 September 2016. By the end of December 2015, Preliminary Agreements on Sale of shares worth in total PLN 747 thousand were concluded. In 2016, Enea Wytwarzanie Sp. z o.o. purchased 67,209 shares of MPEC Sp. z o.o. in Białystok for the amount of PLN 7,688 thousand, and as at the end of the year it owned 91.02% of shares in share capital. In the nine-month period ended 30 September 2017, Enea Wytwarzanie Sp. z o.o. purchased 1,749 shares of MPEC sp. z o.o. in Białystok for the amount of PLN 217 thousand and on 30 September 2017 it owned 91.14% of shares in share capital.

On 4 August 2017, Enea Wytwarzanie Sp. z o.o. and Enea S.A. formed a company Enea Badanie i Rozwój Sp. z o.o. Enea Wytwarzanie Sp. z o.o. owns 99 shares, and Enea S.A. owns 1 share. On 28 September 2017, the company was registered in the National Court Register.

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

3 – an indirect subsidiary held through shares in Enea Operator Sp. z o.o., 30 June Enea Operator Sp. z o.o. completed the sale of 16 shares in price PLN 2.500 each worth in total amount of PLN 40 thousand.

4 – an indirect subsidiary held through shares in Enea Elektrownia Połaniec S.A. On 16 March 2017, the Extraordinary General Meeting of Shareholders of the ENGIE Bioenergia Sp. z o.o. adopted a resolution concerning Change of Company Agreement by changing company's name to Enea Bioenergia Sp. z o.o. On 26 April 2017 the change of Company's Agreement was registered in the National Court Register.

5– On 30 March 2015, the Extraordinary General Meeting of Shareholders of the company adopted a resolution concerning the dissolution of the company, after conducting a liquidation proceeding. The resolution entered into force on 1 April 2015. An application for removing the company from the register was submitted to the National Court Register on 5 November 2015. As of the date of these condensed interim consolidated financial statements procedural steps relating to the deletion of the company from the National Court Register are ongoing.

6 – On 10 April 2017, the company's name was changed from ENGIE Energia Polska S.A. to Enea Elektrownia Połaniec S.A. in the National Court Register.

7– On 1 February 2017 Enea S.A. concluded with Energa S.A. an Agreement for the Purchase of 24,980,926 Shares in Elektrownia Ostrołęka S.A. and thereby acquiring an 11.89 % interest in the Company's share capital. On 13 April 2017, the Extraordinary General Meeting of Shareholders of Elektrownia Ostrołęka S.A. adopted a resolution on increasing the Company's share capital in the private subscription way from PLN 210.100 thousand to PLN 229,100 thousand i.e. by amount PLN 19 000 thousand by issuing new D series shares with a nominal value PLN 1 each. Shares issued in the private subscription were directed to Enea S.A. and ENERGA S.A. On the 27 April 2017 Enea S.A. signed a contract with Elektrownia Ostrołęka S.A. concerning coverage 9,500,000 shares. Increase of the company's share capital was registered in the National Court Register on 30 May 2017. On 27 June 2017 Enea S.A. concluded an Agreement on the Purchase of 20,017,269 Shares in Elektrownia Ostrołęka S.A. and thereby acquiring an 23.79 % shares in the Company's share capital.

8 – On 3 April 2017 Enea S.A. acquired 1,500,000 new shares with nominal value of PLN 100 each and total value of PLN 150,000 thousand in Polska Grupa Górnicza Sp. z o.o. On 14 June, the Extraordinary General Meeting of Shareholders of Polska Grupa Górnicza Sp. z o.o. adopted a resolution on increasing the Company's share capital by amount PLN 200,000 thousand, from PLN 3,416,718 thousand to PLN 3,616,718 thousand issuing 2,000,000 new shares with a nominal value of PLN 100 each. As a result Enea S.A. acquired 600,000 shares with total nominal value of PLN 60,000 thousand. The increase in the Company's share capital was registered in the National Court Register on 7 July 2017.

9 – On 2 August 2017, the Extraordinary General Meeting of Shareholders of Enea Innovation Sp. z o.o. adopted a resolution no. 1 on increasing the Company's share capital by amount of PLN 300 thousand, from PLN 5 thousand to PLN 305 thousand issuing 3,000 new shares with a nominal value of PLN 100 each.

6. Segment reporting

The management of the Group's activities is conducted by division of operations into segments, which are separated based on types of products and services offered. The Group has five operating segments:

  • trade purchase and sale of electricity and gas,
  • distribution electricity transmission services,
  • production electricity and heat production,
  • mining production and sale of coal, companies supporting the activities of the mine,
  • other activities maintenance and modernization of road lighting equipment, transport, construction services,

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

travel services, health care services.

Segment revenue is generated from sales to external clients and transactions with other segments, which are directly attributable to a given segment.

Segment costs include costs of goods sold to external clients and costs of transactions with other Group segments, which result from operations of a given segment and may be directly allocated to them.

The Group measures operating segment's financial results and assesses segment performance with EBIDTA which is operating result adjusted for depreciation and amortization.

Market prices are used in inter-segment transactions, which allow individual units to earn a margin sufficient to carry out independent operations in the market.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Financial results by segments:

(a) Segment reporting for the period from 1 January to 30 September 2017:

Trade Distribution Production Mining All other
activities
Eliminations Total
Net sales revenue 3 860
384
2 402 970 1 684 376 342 189 108 243 - 8 398
162
Inter-segment sales 343 020 23 988 1 695 425 964 941 309 804 (3 337
178)
-
Total net sales revenue 4 203
404
2 426 958 3 379 801 1 307 130 418 047 (3 337
178)
8 398
162
Total expenses (4
073
146)
(2 000 540) (2 992 515) (1 115
694)
(407 240) 3 282
873
(7 306
262)
Segment profit/loss 130 258 426
418
387 286 191 436 10
807
(54
305)
1 091 900
Depreciation (713) (371 413) (222 295) (259
632)
(31 201)
EBITDA 130 971 797 831 609 581 451 068 42 008
% of net sales revenue 3.1% 32.9% 18.0% 34.5% 10.0%
Gain on
bargain purchase
11 953
Unassigned Group costs (general and
administrative
expenses)
(33 998)
Operating profit 1 069 855
Finance cost (102 756)
Finance income 61 003
Dividend income 526
Shares in results of associates and jointly
controlled entities
7 402
Income tax (198 081)
Net profit 837
949
Share of non-controlling interests 52 417

The notes presented on pages 13-47 constitute an integral part of the condensed interim consolidated financial statements.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

(b) Segment reporting for the period from 1 July to 30 September 2017:

Trade Distribution Production Mining All other
activities
Eliminations Total
Net sales revenue 1 289
326
789 061 630 772 82 636 39 593 - 2 831
388
Inter-segment sales 115 043 9 237 601 988 322 377 114 026 (1 162
671)
-
Total net sales revenue 1 404
369
798 298 1 232 760 405 013 153 619 (1 162
671)
2 831
388
Total expenses (1
378
708)
(645 732) (1 128 476) (360
751)
(145 634) 1 129
821
(2 529
480)
Segment profit/loss 25 661 152
566
104 284 44 262 7
985
(32
850)
301 908
Depreciation (258) (128 454) (78 017) (85
572)
(10 968)
EBITDA 25 919 281 020 182 301 129
834
18 953
% of net sales revenue
Unassigned Group costs (general and administrative
expenses)
Operating profit
1.8% 35.2% 14.8% 32.1% 12.3% (13 674)
288 234
Finance cost (20 814)
Finance income
Shares in results of
associates
and jointly controlled
(1 516)
entities 1 471
Income tax (53 257)
Net profit 214
118
Share of non-controlling interests 9 748

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

(c) Segment reporting for the period from 1 January to 30 September 2016:

Trade Distribution Production Mining All other
activities
Eliminations Total
Net sales revenue 4 657 064 2 239 666 607 166 679 287 120 761 - 8 303 944
Inter-segment sales 443 898 33
879
1 850 621 634 816 274 228 (3 237 442) -
Total net sales revenue 5 100 962 2 273 545 2 457 787 1 314 103 394 989 (3 237 442) 8 303 944
Total expenses (4 983 822) (1 777 414) (2 218 826) (1 155
164)
(382 538) 3 200 662 (7 317 102)
Segment profit/loss 117 140 496 131 238 961 158 939 12 451 (36
780)
986 842
Depreciation
Impairment loss of non-financial non-current
(550) (361 338) (184 150) (270
766)
(19 928)
assets - - (42
000)
(7
352)
-
EBITDA 117 690 857 469 465 111 437 057 32 379
% of net sales revenue
Unassigned Group costs (general and
administrative
expenses)
2.3% 37.7% 18.9% 33.3% 8.2% (37 700)
Operating profit 949 142
Finance cost (99 594)
Finance income 47 889
Dividend income 148
Income tax (176 930)
Net profit 720
655
Share of non-controlling interests 44 767

The notes presented on pages 13-47 constitute an integral part of the condensed interim consolidated financial statements.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

(d) Segment reporting for the period from 1 July to 30 September 2016:

Trade Distribution Production Mining All other
activities
Eliminations Total
Net sales revenue 1 517 972 732 741 175 550 238 722 39 527 - 2 704 512
Inter-segment sales 136 313 9 543 592 978 226 719 86 914 (1 052 467) -
Total net sales revenue 1 654 285 742 284 768
528
465 441 126 441 (1 052 467) 2 704 512
Total expenses (1 587 371) (574 900) (698 132) (406
859)
(129 803) 1 045 730 (2 351 335)
Segment profit/loss 66 914 167 384 70 396 58 582 (3
362)
(6
737)
353 177
Depreciation
Impairment loss of non-financial non-current
(216) (119 400) (63 222) (88
232)
(7 246)
assets - - - (7
352)
-
EBITDA 67 130 286 784 133 618 154 166 3 884
% of net sales revenue
Unassigned Group costs (general and
4.1% 38.6% 17.4% 33.1% 3.1%
administrative
expenses)
(14 606)
Operating profit 338 571
Finance cost (34 426)
Finance income 5 607
Income tax (60 323)
Net profit 249
429
Share of non-controlling interests 16 330

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Financial results by segments (continued)

(a) Other segment reporting information as at 30 September 2017:

Trade Distribution Production Mining All other
activities
Eliminations Total
Property, plant and equipment 15 632 8 096 623 8 976 799 2 743 084 319 709 (435
502)
19 716 345
Trade and other receivables 869 601 479 613 601 228 351 949 165 465 (736 542) 1
731 314
Total 885 233 8 576 236 9 578 027 3 095 033 485 174 (1 172 044) 21 447 659
ASSETS excluded from segmentation 4 308 557
-
including property, plant and equipment
12 221
-
including trade and other receivables
TOTAL: ASSETS
35 326
25 756 216
Trade and other liabilities 344 368 352 791 625
890
256
430
288 107 (706 283) 1 161 303
Equity and liabilities excluded from segmentation 24 594 913
-
including trade and other liabilities
196
944
TOTAL: EQUITY AND LIABILITIES 25 756 216
for the 9-month period ended 30 September
2017
Capital expenditure for property, plant and equipment and intangible
assets
205 593
396
631 749 254 440 12 689 (34
796)
1 457 683
Capital expenditure for property, plant and equipment and intangible
assets
excluded
from segmentation
-
Depreciation and amortization 713 371 413 222 295 259 632 31 201 (8 995) 876 259
Depreciation and amortization excluded from segmentation 1 141
Recognition/(derecognition/utilization) of receivables allowance 6 967 11 349 4 544 226 (1 444) - 21 642

The notes presented on pages 13-47 constitute an integral part of the condensed interim consolidated financial statements.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

(b) Other segment reporting information as at 31 December 2016:

Trade Distribution Production Mining All other
activities
Eliminations Distribution
Property, plant and equipment 15 762 7
886 676
7
802 643
2
760 196
313 404 (409
966)
18
368 715
Trade and other receivables 983 072 505 957 486 950 242 258 115 628 (548
538)
1
785 327
Total 998 834 8
392 633
8
289 593
3
002 454
429 032 (958
504)
20
154 042
ASSETS excluded from segmentation
-
including property, plant and equipment
-
including trade and other receivables
TOTAL: ASSETS
7 941 548 4
382 477
13 783
69 851
24
536 519
Trade and other liabilities
Equity and liabilities excluded from
segmentation
390 417 347 056 346 744 273 016 206 956 (458
739)
1
105 450
23
431 069
-
including trade and other liabilities
TOTAL: EQUITY AND LIABILITIES
84 523
for the 9-month period ended
30 September
2016
229 234 431 521 473 737 197 420 211 279 (430
559)
24
536 519
Capital expenditure for property, plant and
equipment and intangible assets
Capital expenditure for property, plant and
equipment and intangible assets excluded
from segmentation
226 668 787 938 331 214 835 56 052 (44
841)
1 833
390
-
Depreciation and amortization
Depreciation and amortization excluded
from segmentation
Recognition/(derecognition/utilization) of
550 361 338 184 150 270 766 19 928 (8
063)
828 669
1 416
receivables allowance 2 369 3 036 1 846 2 774 (258) 745 10 512

The notes presented on pages 13-47 constitute an integral part of the condensed interim consolidated financial statements.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

7. Property, plant and equipment

During the 9-month period ended 30 September 2017 the Group acquired property, plant and equipment for the total amount of PLN 1,433,401 thousand (during the period of 9 months ended 30 September 2016 it was PLN 1,746,139 thousand). The above mentioned amount relates mainly to the production segment (PLN 628,418 thousand) and distribution segment (PLN 540,296 thousand). Expenditures in the production segment relate primarily to the construction of a new power unit. As a result of the acquisition of the ENGIE Group the amount of property, plant and equipment increased by PLN 744,700 thousand.

During the 9-month period ended 30 September 2017 the Group completed the sale and liquidation of property, plant and equipment in the total net book value of PLN 13,483 thousand (during the 9 months ended 30 September 2016 respectively: PLN 24,501 thousand).

During the 9-month period ended 30 September 2017 impairment loss on the book amount of property, plant and equipment decreased by net amount of PLN 2,822 thousand (during 9 months ended 30 September 2016 the impairment loss on the book amount of property, plant and equipment increased by net amount of PLN 48,481 thousand).

As at 30 September 2017 the total allowance on the carrying amount of property, plant and equipment amounted to PLN 1,627,205 thousand (as at 31 December 2016 respectively: PLN 1,630,027 thousand).

As at 30 September 2017 there were no indicators of impairment of property, plant and equipment identified.

8. Intangible assets

During the 9-month period ended 30 September 2017 the Group acquired intangible assets for the total amount of PLN 24,282 thousand (during the period of 9 months ended 30 September 2016 it was PLN 87,251 thousand).

During the 9-month period ended 30 September 2017 the Group has brought into use intangible assets from intangible assets under construction in the amount of PLN 17,818 thousand (during the period of 9 months ended 30 September 2016 respectively: PLN 4,281 thousand).

During the 9-month period ended 30 September 2017 the Group did not complete significant sales and liquidations of intangible assets (neither during the period of 9 months ended 30 September 2016).

9. Acquisition of subsidiaries, associates and jointly controlled entities

30.09.2017 31.12.2016
Opening balance 2 518 748
Share in net asset change 7 402 -
Acquisition of investments 348 413 1 770
Other changes (1 210) -
Closing balance 357 123 2 518

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

9.1. Acquisition of shares of ENGIE Energia Polska S.A. (currently Enea Elektrownia Połaniec S.A.)

On 30 September 2016 Enea S.A. submitted an offer for the purchase of 100% of shares in ENGIE Energia Polska S.A. (EEP, currently Enea Elektrownia Połaniec S.A.). The offer was submitted according to the description in the process initiated by ENGIE, the owner of 100% of the shares in EEP. On 2 December 2016 the Company obtained exclusivity rights to further negotiations of the purchase of 100% of shares in EEP. On 23 December 2016, the Company signed with ENGIE International Holdings B.V. a conditional agreement on sale of 100% of shares of EEP (Agreement), and indirectly also on sale of 100% of shares of ENGIE Bioenergia Sp. z o.o.

The closure of the transaction was subject to the fulfilment of the following significant conditions precedent:

  • obtaining consent of the Minister of Energy, pursuant to the Act on Control of Certain Investments,
  • obtaining consent of the President of UOKiK for the concentration,
  • waiving of the pre-emption right by the President of the Agricultural Market Agency, and
  • performing the conversion of debt of EEP towards entities of the ENGIE group into equity in EEP.

On 28 February 2017, the Company received the information on the satisfaction of the last of the said conditions, which means that all the conditions precedent have been satisfied. On 2 March 2017 the Company received the calculation of the initial selling price of 100% of shares in EEP in the amount of PLN 1,264,159,355 from ENGIE International Holdings B.V.

On 14 March 2017 Enea S.A. acquired 100% of shares in EEP i.e. 7,135,000 shares entitled to the same amount of votes for the initial price of PLN 1,264,159,355. The estimated costs related to the purchase of the shares amounted to PLN 3.9 million. Transaction is consistent with Enea Capital Group's Development Strategy until 2030 approved in September 2016. With this transaction the Company will increase its share in domestic electricity production and will be vice-leader of Polish market of electricity producers. In this condensed interim consolidated financial statements the Company recognizes the allocation of the purchase price to the identifiable net assets acquired.

The following table summarizes fair values of the identifiable assets and liabilities assumed as at the acquisition date:

14.03.2017
1 264 159
788 858
18 764
213 553
230 065
162 171
394 373
557
(532 229)
1 276 112
11 953

In the period from 14 March to 30 September 2017, the EEP Group generated net sales revenue in the amount of PLN 1,147,213 thousand and realized net profit of PLN 101,401 thousand. The Management Board estimates that if the acquisition had occurred on 1 January 2017 the consolidated net sales revenues for the nine months ended 30 September 2017 would have been PLN 8,741,658 thousand and consolidated net profit would be PLN 849,640 thousand.

The notes presented on pages 13-47 constitute an integral part of the condensed interim consolidated financial statements.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

There were no contingent liabilities that should be recognized as of the acquisition date. 9.2. Acquisition of shares of Polimex-Mostostal S.A.

On 6 December 2016, negotiations were commenced between Enea S.A. and the following companies: Energa S.A., PGE Polska Grupa Energetyczna S.A., PGNiG S.A. (Investors) and between the Investors and Polimex-Mostostal S.A. (Polimex). The aim of the negotiations was to develop the structure of a possible capital involvement of the Investor in Polimex (Investment) and develop a possible model of co-operation between the Investors when carrying out the Investment.

On 27 December 2016, Enea S.A. concluded a letter of intent with the Investors and Polimex, in which the Investors expressed their intention to consider a possible investment in Polimex and based on which they commenced talks with Polimex, aimed at developing detailed parameters of the transaction. At the same time, on that day, the Company along with the Investors submitted a request to the Office of Competition and Consumer Protection (UOKiK) for the consent of the President of the UOKiK to concentration consisting in the acquisition, by the Investors, of joint control of Polimex. The consent was issued on 18 January 2017.

At the same time, also on 18 January 2017, the Company entered into an investment agreement with the Investors and Polimex, under which the Investors undertook to invest in Polimex. The investment consisted in the Investors' subscribing, in total, for 150 million shares issued by Polimex. The Company undertook to subscribe for 37.5 million shares of the new issue for the total issue price of PLN 75 million. The agreement was concluded under conditions precedent described in detail in Current Report 2/2017. Along with the above mentioned agreement, agreements specifying the principles of co-operation as well as mutual rights and obligations of the Investors when carrying out the above mentioned investment were concluded, as well as additional agreements related to the implementation of the investments, concluded with the creditors and hitherto shareholders of Polimex.

On 20 January 2017, due to the fulfilment of the conditions precedent contained in the investment agreement referred to above the Company accepted the offer, submitted by the management board of Polimex, of private subscription for 37.5 million shares at the issue price of PLN 2 per share, i.e. for the total issue price of PLN 75 million. In addition, as a result under one of the above additional agreements, on 20 January 2017, the Company acquired 1.5 million shares of Polimex from its hitherto shareholder. The purchase price of all shares amounted of PLN 80.6 million. Enea S.A. taken up a 16.48% interest in the company's share capital.

The investment agreement enables Investors to affect the financial and operating policies of Polimex. These rights are exercised by the Supervisory Board. Moreover, the Investors have signed an agreement concerning investments in Polimex ("the Arrangement"). The aim of the conclusion of the Arrangement is to ensure increased control over Polimex for the Investors which collectively hold the majority of the votes at the Shareholders' Meeting of Polimex. The Arrangement provides, among other things, for adopting, by way of voting, a common position when making key decisions to be taken by the Shareholders' Meeting and the Supervisory Board of Polimex, including determining the composition of the Management Board of Polimex. Due to the aforementioned rights of the Investors, which translate into having a significant effect, the share in Polimex has been classified as an associate recognized under the equity accounting method.

Polimex is an engineering and construction company which offers a wide range of services provided on a general contracting basis. Polimex is a company listed on the Warsaw Stock Exchange.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

The Group is currently working on purchase price allocation of Polimex.

On 21 March 2017 Investors announced a tender offer for shares of Polimex as a result of exceeding the 33% threshold of the total number of votes at the general meeting of Polimex. Tender offer was of secondary nature and Investors intended to aquire in tender offer shares in excess of number of shares currently held by Investors (i.e. in total 65.93% of the total number of votes in Polimex) and get no more than 66% of total votes at the general meeting of Polimex. As a result of tender offer each of Investors (including Enea) intended to get no more than approximately 0.018% of total votes at the general meeting of Polimex. The call was settled on 28 April 2017 and, as a result, each Investor purchased 24 shares in Polimex. At present, the Company holds 39,000,024 shares in Polimex, representing a 16.48% interest in the share capital of Polimex. In total, the Investors hold 156,000,097 shares, representing a 65.9% interest in the share capital of Polimex.

On 27 July 2017, Investors approved Polimex request to extend the date for admission of the T series shares to public trading on the Warsaw Stock Exchange till 31 October 2017.

On 20 October 2017, the Polish Financial Supervision Authority approved Polimex prospectus prepared in connection with the issue of 150,000,000 T series ordinary shares.

9.3. Realization of the Investment Agreement with Energa S.A. and Elektrownia Ostrołęka S.A. on the construction and operation of a power unit in Ostrołęka Power Plant

On 19 September 2016 Enea S.A. signed a letter of intent with Energa S.A. on engaging in cooperation in preparing, completing and utilizing a modern 1,000 MW coal-fired unit in Elektrownia Ostrołęka (the Investment, Ostrołęka C).

The Parties' intention is to jointly develop an effective business model for Ostrołęka C, verify its documentation and optimize the technical and economic parameters of the new power generation unit. Cooperation also includes conducting a tender to appoint a general contractor for the Project.

The Parties have agreed that the completion of the Project will have a positive impact on Poland's energy security, will meet the highest environmental standards and will ensure yet another stable, highly efficient and low-emission source of energy within the National Grid.

On 8 December 2016, the Company concluded the Investment Agreement on the implementation of the project Ostrołęka C. The subject of the Agreement is to prepare, construct, and operate the power unit referred to above. Pursuant to the Agreement signed, the co-operation will proceed, as a rule, as part of three stages: Development Stage – until the general contractor is instructed to commence the work; Construction Stage – until Ostrołęka C is commissioned for the purposes of commercial operation, and Operation Stage – commercial operation of Ostrołęka C. After the Development Stage is completed, Enea S.A. is obliged to participate in the Construction Stage, provided, however, that the condition of profitability of the Project is met, and financing the Project does not infringe bank covenants of the Company. It is estimated that the total investment outlays of Enea S.A. until the completion of the Development Stage will total approx. PLN 128 million. For the purposes of the implementation of the investment, Energa S.A. shall dispose of shares of Elektrownia Ostrołęka S.A., constituting 50% in the share capital, in favour of Enea S.A., in price PLN 101 million. The condition precedent for the entry into force of the Investment Agreement was obtaining the consent of the President of UOKiK for the concentration consisting in the acquisition of shares of the special purpose vehicle established to implement the Project. The condition was fulfilled on 11 January 2017.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

On 19 December 2016, the special purpose vehicle announced a tender procedure to select the general contractor for the construction of the Ostrołęka C power plant with capacity of approx. 1,000 MW and net fuel efficiency of at least 45 per cent, operating on supercritical steam parameters. Elektrownia Ostrołęka S.A., if certain assumptions are implemented (including an adequate share of Enea S.A., Energa S.A. and possible Financial Investors), and assuming that Capacity Market or other assistance mechanisms are introduced, will be able to undertake the comprehensive implementation of the Project.

On 1 February 2017, Enea S.A. concluded an Agreement on the Purchase of 24,980,926 Shares in Elektrownia Ostrołęka S.A. with ENERGA S.A. for a total of PLN 24 million and thereby acquiring an 11.89% interest in the Company's share capital.

Under the above agreements ENERGA S.A. and Enea S.A. assumed joint control over Elektrownia Ostrołęka SA, with its registered office in Ostrołęka, whose activities are aimed at constructing and operating a new coal unit. Both parties will hold 50% of shares in Elektrownia Ostrołęka S.A. each and the same number of votes at the General Meeting. The Management Board and the Supervisory Board will consist of the same number of representatives of both investors. Decisions concerning important activities will require the unanimous consent of both shareholders which have rights to the net assets of Elektrownia Ostrołęka S.A. Bearing the above in mind, the investment has been classified as a joint venture and is recognized under the equity accounting method.

Elektrownia Ostrołęka S.A. is a non-public company. Therefore, there are no listed market prices for its shares.

On 13 April 2017, the Extraordinary General Shareholders' Meeting of Elektrownia Ostrołęka S.A. adopted a resolution on increasing the company's share capital from PLN 210,100 thousand to PLN 229,100 thousand by issuing new shares. In a private subscription, Enea S.A. acquired 9,500,000 shares in consideration for the contribution in cash which was made on 28 April 2017. After taking up new issued shares, Enea increased its share in the share capital of Elektrownia Ostrołęka S.A. to 15.1%. On 27 June 2017 Enea S.A. with Energa S.A. concluded an Agreement on the Purchase of 20,017,269 shares in Elektrownia Ostrołęka S.A. for a total of PLN 19.2 million and increasing its share in the share capital in Elektrownia Ostrołęka S.A. to 23.79%.

9.4. Recapitalization in Polska Grupa Górnicza Sp. z o.o.

In relation to the process of acquiring capital investors by Katowicki Holding Węglowy S.A., in July 2016 Enea S.A. started talks with possible investors on the possibility of implementation of the Investment and its possible parameters. On 28 October 2016, Enea S.A. signed with Węglokoks S.A. and Towarzystwo Finansowe Silesia Sp. z o.o. (Investors) a letter of intent expressing preliminary interest in financial involvement in Katowicki Holding Węglowy S.A. or KHW's assets.

Due to the interest of Polska Grupa Górnicza Sp. z o.o. (PGG) in acquiring selected assets of Katowicki Holding Węglowy S.A. and the commencement of the process of recapitalization in PGG, Enea S.A. conducted the necessary analyses of the Business Plan presented by PGG with the existing PGG Shareholders and expressed its interest in capital commitment in Polska Grupa Górnicza Sp. z o.o.

On 30 March 2017, the Supervisory Board of Enea S.A. approved the Company's entering into Polska Grupa Górnicza Sp. z o.o. and taking up new shares in PGG's capital with a nominal value of PLN 300 million in consideration for the contribution in cash of PLN 300 million.

The notes presented on pages 13-47 constitute an integral part of the condensed interim consolidated financial statements.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

On 31 March 2017, the Company concluded:

  • an investment agreement specifying the conditions for the financial investment in PGG (Investment Agreement),
  • an arrangement relating to the exercise of a joint control over PGG (the Investors' Arrangement).

Investment Agreement

The Parties to the Investment Agreements are: Enea S.A., ENERGA Kogeneracja Sp. z o.o., PGE Górnictwo i Energetyka Konwencjonalna S.A., PGNiG TERMIKA S.A., Węglokoks S.A., Towarzystwo Finansowe Silesia Sp. z o.o., Fundusz Inwestycji Polskich Przedsiębiorstw Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych) (the Investors) and PGG. The Investment Agreement provided that PGG would acquire selected mining assets from Katowicki Holding Węglowy S.A. on the basis of the final agreement which was concluded on 1 April 2017.

The Investment Agreement regulates the course of the Investment and the Company's entering into PGG, principles of operation of PGG and its authorities, and also the terms under which the parties may exit from the investment in PGG.

As part of PGG recapitalisation the Company undertook to subscribe for new shares in PGG with the total nominal value of PLN 300 million in consideration for the contribution in cash amounting to PLN 300 million, in three stages:

  • a) as the first stage the Company subscribed for the new shares in PGG totalling to PLN 150 million in consideration for the contribution in cash amounting to PLN 150 million. After taking up the shares the Company holds a 4.39% share in PGG's share capital. The first recapitalisation was performed in April 2017,
  • b) as the second stage the Company subscribed for the news shares in PGG totalling to the PLN 60 million in consideration for the contribution in cash amounting to 60 million. After taking up the shares the Company holds 5.81% share in PGG's share capital. The second recapitalisation was performed in June 2017,
  • c) as the third stage the Company will subscribe for the new shares in PGG totalling to PLN 90 million in consideration for the contribution in cash amounting to PLN 90 million. After taking up the shares the Company will hold a 7.66% share in PGG's share capital. The third recapitalisation is to be performed in the first quarter of 2018.

The Agreement regulates the principles of appointing members of the Supervisory Board, according to which each of the Investors and the State Treasury will be entitled to nominate one member of the Supervisory Board composed of eight members maximally.

The Investment is in line with Enea Capital Group's Development Strategy whose one element is securing the base of commodities for the conventional power engineering.

Investors' Arrangement

According to the Investors' Arrangement, the Company together with ENERGA Kogeneracja Sp. z o.o., PGE Górnictwo i Energetyka Konwencjonalna S.A., PGNiG TERMIKA S.A. and Fundusz Inwestycji Polskich Przedsiębiorstw Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (the Controlling Shareholders) took over control over PGG. The Investors' Arrangement regulates the principles of determining a common position of the Controlling Shareholders as regards the decisions relating to PGG.

Furthermore, on 31 March 2017 a letter of intent signed on 16 October 2016 by Enea S.A., Węglokoks S.A. and Towarzystwo Finansowe Silesia Sp. z o.o., concerning the previously analysed capital investment in Katowicki Holding Węglowy S.A. was terminated.

The notes presented on pages 13-47 constitute an integral part of the condensed interim consolidated financial statements.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

10. Non-current assets held for sale

30.09.2017 31.12.2016
Property, plant and equipment - 4 330
Total non-current assets held for sale - 4 330

11. Allowance on trade and other receivables

30.09.2017 31.12.2016
Opening balance of receivables allowance 129 483 116 161
Acquisition of subsidiaries 5 537 -
Addition 31 841 25 977
Reversed (4 232) (1 744)
Utilized (11 504) (10 911)
Closing balance of receivables allowance 151 125 129 483

During the 9-month period ended 30 September 2017 the allowance on the carrying amount of trade and other receivables increased by PLN 21,642 thousand (during the period of 9 months ended 30 September 2016 the impairment allowance increased by PLN 10,512 thousand).

12. Inventories

30.09.2017 31.12.2016
Raw materials 443 387 262 506
Semi-finished products and work in progress 692 245
Finished products 22 957 22 374
Certificates of origin 245 098 163 801
Merchandise 12 911 9 042
Gross carrying amount 725 045 457 968
Inventory allowances (7 565) (9 027)
Net carrying amount 717 480 448 941

During the 9-month period ended 30 September 2017 the inventory allowance decreased by PLN 1,462 thousand (during the period of 9 months ended 30 September 2016 the inventory allowance increased by PLN 5,544 thousand).

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

13. Certificates of origin

30.09.2017 31.12.2016
Net carrying amount opening balance 161 459 196 077
Acquisition of subsidiaries 48 672 -
Self-production 91 999 57 307
Acquisition 100 594 308 543
Redemption of emission rights (128 430) (397 934)
Sale (31 538) -
Change of impairment loss 1 853 (2 534)
Net carrying amount closing balance 244 609 161 459

14. Restricted cash

As at 30 September 2017 the restricted cash amounted to PLN 115,531 thousand. The restricted cash of the Group comprised transaction deposits and related to trading in energy and CO2 emission rights, deposits received from suppliers, and blockade of cash to secure proper execution of works.

As at 31 December 2016 the restricted cash amounted to PLN 50,668 thousand.

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

As at 30 September 2017, in "Financial assets measured at fair value through profit or loss" the Company presented call options on shares in Polimex-Mostostal S.A. On the basis of the call options contract dated 18 January 2017, Enea S.A. acquired call options from Towarzystwo Finansowe Silesia Sp. z o.o. This contract provides for the purchase (in three tranches) of total 9,125 thousand of shares, at a nominal price of PLN 2 per share, on specific dates, i.e.: 30 July 2020, 30 July 2021 and 30 July 2022. The call options were measured at fair value using the Black-Scholes model. The book value of the options amounted to PLN 34,561 thousand as at 30 September 2017.

Moreover, in financial assets measured at fair value through profit or loss the Group recognizes the valuation of forward contracts for the purchase of CO2 emission rights and related to property rights of PLN 19,332 thousand (as at 31 December 2016: PLN 4,964 thousand).

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

16. Loans, borrowings and debt securities

30.09.2017 31.12.2016
Bank loans 1 755 979 1 561 382
Borrowings 73 627 48 594
Bonds 4 637 685 4 665 668
Long-term 6 467 291 6 275 644
Bank loans 100 208 72 586
Borrowings 12 180 10 797
Bonds 345 920 365 519
Short-term 458 308 448 902
Total 6 925 599 6 724 546

During the 9-month period ended 30 September 2017 the carrying amount of loans, borrowings and debt securities increased by net amount of PLN 201,053 thousand (during the period of 9 months ended 30 September 2016 the carrying amount of loans, borrowings and debt securities increased by PLN 450,142 thousand).

Loans and borrowings

A brief description of significant loan agreements and borrowings of Enea Group is presented below:

Enea S.A.

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. The availability period for Agreement C expired is December 2017 (Enea S.A. obtained the consent of the EIB to extend the availability period concluded an appropriate annex). Interest rate on loans can be fixed or floating.

In January 2017 Enea S.A. has drawn third tranche from EIB under agreement C in the amount of PLN 250,000 thousand. The loan is denominated in PLN, with a floating rate based on WIBOR 6-month plus the Bank's margin. Tranche will be repaid in equal instalments, and the final loan repayment is planned for December 2031.

Enea Wytwarzanie Sp. z o.o.

Investment loan from NFOŚiGW - the loan agreement concluded with NFOŚiGW on 6 June 2012 for the period from 1 October 2013 to 30 September 2018. The amount of used loan is PLN 17,850 thousand. The annual interest rate of the loan is WIBOR 3M+50 bps.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Investment loan from NFOŚiGW - the loan agreement concluded with NFOŚiGW on 22 December 2015 for the period from 1 April 2016 to 20 December 2026 with limit of PLN 60,075 thousand. The amount of used loan bears interest rate on the basis of WIBOR 3M - but not less than 2% per annum. The grace period ends on 29 September 2018.

The total loans of Enea Wytwarzanie Sp. z o.o. at 30 September 2017 amount to PLN 58,263 thousand (31 December 2016: PLN 27,375 thousand).

Lubelski Węgiel Bogdanka S.A.

On 16 December 2016 the company concluded with mBank loan agreement in the current account up to the amount of PLN 100,000 thousand. It bears interest at a variable rate. The maturity date is on 30 November 2018. As at the reporting date the company did not use the limit.

The table of loans and borrowings of Enea Group is presented below.

No. Entity Lender Date of
agreement
Total
amount
Outstanding as
at 30.09.2017
Outstanding as
at 31.12.2016
Term of the
agreement
1. Enea S.A. EIB 18 October 2012
and 19 June 2013
(A and B)
1 425 000 1 391 087 1 425 000 31
December
2030
2. Enea S.A. EIB 29 May 2015 (C) 946 000 450 000 200 000 31 March
2032
3. Enea S.A. PKO BP 28 January
2014, Annex no
1 from 25 January
2017
300 000 - - 31
December
2019
4. Enea S.A. Pekao S.A. 28 January
2014, Annex
no 1 from
25 January 2017
150 000 - - 31
December
2019
5. Enea Wytwarzanie Sp. z o.o. NFOŚiGW 6 June
2012
17 850 4 738 8 269 30
September
2018
6. Enea Wytwarzanie Sp. z o.o. NFOŚiGW 22 December
2015
60 075 53 525 19 106 20
December
2026
7. LWB mBank 16 December
2016
100 000 - - 30
November
2018
8. Other - - - 36 727 42 563 -
TOTAL 2 998 925 1 936 077 1 694 938
rate Transaction costs and the valuation
effect according to the effective interest
5 917 (1 579)
TOTAL 2 998 925 1 941 994 1 693 359

The notes presented on pages 13-47 constitute an integral part of the condensed interim consolidated financial statements.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

Bond issue programmes

Enea S.A. concludes agreements for the bond issue programmes to finance current operations and investments needs of Enea S.A. and its subsidiaries.

The summary of the bonds issued by Enea S.A. and Lubelski Węgiel Bogdanka S.A. is presented below.

No. Name of bonds issue
programme
Date of the
conclusion of
programme
Amount of
the
programme
Amount of issued
unredeemed bonds
as at 30.09.2017
Amount of
issued bonds as
at 31.12.2016
Redemption
date
1. Bonds Issue Programme
Agreement with
PKO BP S.A., Bank Pekao
S.A., BZ WBK S.A.
and Bank Handlowy w
Warszawie S.A.
(Enea S.A.)
21 June 2012 3 000 000 2 091 000 1 951 000 Redemption
from June
2020 till June
2022.
2. Bonds Issue Programme
Agreement with
Bank Gospodarstwa
Krajowego
(Enea S.A.)
15 May 2014 1 000 000 960 000 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. (Enea 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
(Enea S.A.)
3 December
2015
700 000 150 000 - Redemption
in
installments,
final maturity
is September
2027.
5. Bonds Issue Programme
Agreement with Bank
PEKAO S.A. (LWB)
23 September
2013
300 000 301 911 300 041 Redemption
in
installments,
final maturity
is December
2018.
6. Bonds Issue Programme
Agreement with Bank
PEKAO S.A. and
Bank Gospodarstwa
Krajowego (LWB)
30 June 2014 300 000 - 300 039 Redemption
in March
2017.
TOTAL 10 300 000 5 002 911 5 051 080
interest rate Transaction costs and the valuation
effect according to the effective
(19 306) (19 893)
TOTAL 10 300 000 4 983 605 5 031 187

The notes presented on pages 13-47 constitute an integral part of the condensed interim consolidated financial statements.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

During the 9-month period ended 30 September 2017, Enea S.A. did not change the Programme Agreements, neither concluded any new agreements. On 15 September 2017, Enea S.A. redeemed bonds in instalments in total amount of PLN 40,000 thousand under the Bonds Issue Programme Agreement up to PLN 1,000,000,000 as of 15 May 2014 concluded between Enea S.A. and BGK.

Bonds Issue Programme Agreement up to PLN 700,000 thousand

In March 2017 Enea S.A. issued first tranche of bonds of PLN 150 000 thousand under the Programme.

Bonds Issue Programme Agreement up to PLN 3,000,000 thousand

In April 2017 Enea S.A. under the Programme issued IX series of bonds of PLN 140,000 thousand. Bonds interest rate is based on a variable interest rate, and the bond redemption date is 15 June 2022.

Lubelski Węgiel Bogdanka S.A. - financial obligations arising from bonds issued by LWB concern currently one programme agreement. Under the Programme Agreement, concluded by the company on 23 September 2013 with Bank Polska Kasa Opieki S.A., 3,000 bonds of total value of PLN 300,000 thousand with maturity till 31 December 2018 were issued. The maturity date of the portion of the bonds worth PLN 75,000 thousand is 30 March 2018, the maturity date of another portion of the bonds worth PLN 75,000 thousand is 30 June 2018, the maturity date of another portion of the bonds worth PLN 75,000 thousand is 30 September 2018 and the maturity date of the remaining bonds worth PLN 75,000 thousand is 30 December 2018. Bonds interest rate is based on WIBOR 3M increased by fixed margin.

Until 30 March 2017 LWB held bonds under the second Programme Agreement concluded on 30 June 2014 with Bank Polska Kasa Opieki S.A. and Bank Gospodarstwa Krajowego. On 10 March 2017, the Management Board of LWB concluded an annex to this agreement with Bank Polska Kasa Opieki S.A. and Bank Gospodarstwa Krajowego. According to the provisions of the annex, the expiry date of the Programme for Tranche 1 was changed from 31 December 2019 to 30 March 2017. Therefore, on 30 March 2017 LWB repurchased the registered LWB01C300617 series bonds. The repurchased Tranche 1 comprised 300 bonds with a nominal value of PLN 1,000 thousand each and with a total nominal value of PLN 300,000 thousand. Consequently, the Programme Agreement expired.

Transactions hedging interest rate risk

During the 9-month period ended 30 September 2017 Enea S.A. did not conclude transactions to hedge interest rate risk (Interest Rate Swap). As at 30 September 2017, the total value of the IRS transactions amounted to PLN 4,435,000 thousand. Concluded transactions will substantially affect the predictability of cash flows and financial costs. The valuation of these financial instruments is presented in "Derivatives". As at 30 September 2017 the valuation of derivatives amounted to PLN 29,558 thousand (as at 31 December 2016: PLN 40,267 thousand).

Enea Group Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Transactions hedging currency risk

During the 9-month period ended 30 September 2017 the Company entered into FX FORWARD transactions for the total volume EUR 497 thousands. Settlement date of the last transaction falls on December 2017. As at 30 September 2017 the valuation of instruments amounted to PLN 1 thousand (as at 31 December 2016: PLN 0 thousand).

Financing conditions – covenants

Financing agreements assume compliance by the Group and the Group with certain financial ratios. As at 30 September 2017 and the date of these condensed interim consolidated financial statements, the Group did not breach the regulations of loan agreements, on the basis of which the Group would be required to early repayment of long-term debt.

17. Financial instruments

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

30.09.2017 31.12.2016
Carrying
amount
Fair
value
Carrying
amount
Fair
value
Non-current financial assets available for sale
(shares in unrelated parties)
43 304 43 304 42 482 42 482
Non-current financial assets measured
at fair value through profit or loss
38 960 38 960 112 112
Derivatives 29 558 29 558 40 267 40 267
Current financial assets held to maturity
Current financial assets measured at fair value
477 477 478 478
through profit or loss 14 933 14 933 4 852 4 852
Trade and other receivables 1 415 703 (*) 1 435 353 (*)
Cash and cash equivalents 1 679 216 1 679 216 2 340 217 2 340 217
Cash deposits at Mine Closure Fund 112 639 112 639 111 218 111 218
Loans, borrowings and debt securities 6 925 599 6 974 025 6 724 546 6 778 513
Derivatives 1 1 - -
Finance lease liabilities 4 084 4 084 5 138 5 138
Trade and other liabilities 1 039 330 (*) 985 504 (*)
Financial liabilities measured at fair value
through profit or loss
16 785 16 785 2 502 2 502

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

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Financial assets available for sale include shares in unrelated parties for which the ratio of interest in equity is lower than 20%. The positions comprises also shares in PGE EJ1 Sp. o.o. in the amount of PLN 26,902 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.

Derivatives comprise the valuation of interest rate hedging transactions (Interest Rate Swap) and valuation of currency exchange rate hedging transaction (forward). 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.

Non-current financial assets measured at fair value through profit or loss is share call options of company Polimex-Mostostal S.A.

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

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.

30.09.2017
Level 1 Level 2 Level 3 Total
Derivatives
Interest Rate Swap used for hedging
Financial assets measured at fair value
through profit or loss
- 29 558 - 29 558
Forward contracts - 19 332 - 19 332
Call options
Financial assets available for sale
- 34 561 - 34 561
Not listed equity instruments - - 1 402 1 402
Total - 83 451 1 402 84 853
Financial liabilities measured at fair value
through profit or loss
Forward contracts - (16 785) - (16 785)
Hedging foreign exchange rate risk (1) - (1)
Total - (16 786) - (16 786)

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

31.12.2016
Level 1 Level 2 Level 3 Total
Derivatives
Interest Rate Swap used for hedging - 40 267 - 40 267
Financial assets measured at fair value
through profit or loss
Forward contracts - 4 964 - 4 964
Financial assets available for sale
Not listed equity instruments - - 580 580
Total - 45 231 580 45 811
Financial liabilities measured at fair value
through profit or loss
Forward contracts - (2 502) - (2 502)
Total - (2 502) - (2 502)

18. Deferred income due to subsidies, connection fees and other

30.09.2017 31.12.2016
Long-term
Deferred income due to subsidies 194 270 206 198
Deferred income due to connection fees 404 547 416 906
Deferred income due to street lighting modernization services 43 145 36 928
641 962 660 032
Short-term
Deferred income due to subsidies 15 589 15 115
Deferred income due to connection fees 69 016 67 879
Deferred income due to street lighting modernization services 1 112 1 033
Valuation of building contracts 447 123
86 164 84 150
Deferred income schedule
30.09.2017 31.12.2016
Up to 1 year 86 164 84 150
1 to 5 years 135 844 142 411
Over 5 years 506 118 517 621
728 126 744 182

During the 9-month period ended 30 September 2017 the carrying amount of deferred income from subsidies, connection fees and other decreased by the net amount of PLN 16,056 thousand (during the period of 9 months ended 30 September 2016 the carrying amount of deferred income from subsidies, connection fees and other decreased by PLN 14,009 thousand).

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

19. Deffered income tax

Changes in deferred income tax assets and liabilities (considering the net-off of the asset and liability) are as follows:

30.09.2017 31.12.2016
Deferred tax asset – opening balance 403 257 616 795
Deferred tax liability – opening balance 191 798 388 117
Net deferred tax asset -opening balance (211 459) (228 678)
Acquisition of subsidiaries (142 825) -
Change recognized in profit or loss 66 751 8 425
Change recognized in other comprehensive income (8 733) 8 794
Net deferred tax asset - closing balance, including: (296 266) (211 459)
Deferred tax asset – closing balance 497 300 403 257
Deferred tax liability – closing balance 201 034 191 798

During the 9-month period ended 30 September 2017, the Group's profit before tax was debited with PLN 66,751 thousand as a result of the decrease in net deferred tax asset (during the period of 9 months ended 30 September 2016 the Group's profit before tax was credited with PLN 2,266 thousand as a result of the increase in net deferred tax asset).

20. Provisions for other liabilities and charges

Provision for other liabilities and charges divided into current and non-current position

30.09.2017 31.12.2016
Non-current 663 411 635 488
Current 902 057 789 718
Total 1 565 468 1 425 206

During the 9-month period ended 30 September 2017 the provisions for other liabilities and charges increased by the net amount of PLN 140,262 thousand (during the period of 9 months ended 30 September 2016 the provisions for other liabilities and charges increased by the net amount of PLN 167,794 thousand).

Enea Group Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

Change in provisions for other liabilities and charges

for the period ended 30.09.2017

Provision for
non
contractual
use of land
Provision for
other claims
Provision for
land
reclamation
Provision for
certificates of origin
Provision for CO2
emissions rights
Mine
liquidation
Other Total
Opening balance 203 291 41 347 49 893 275 162 285 184 110 188 460 141 1 425 206
Acquisition of subsidiaries - - 623 1 937 157 392 - 12 232 172 184
Unwinding of discount and
discount rate change
- - - - - 2 645 151 2 796
Increase
in provisions
10 487 77 313 776 214 362 308 315 - 21 551 632 804
Provisions used (84) (642) - (243 366) (399 308) - (1 630) (645 030)
Provision reversed (7
335)
(800) - (9) (3 260) (3 032) (8 056) (22 492)
Closing balance 206 359 117 218 51 292 248 086 348 323 109 801 484 389 1 565 468

In the period of 9-month ended 30 September 2017, Enea S.A. recognized provision in the amount of PLN 68,734 thousand for potential claims related to the termination by Enea S.A. contracts for the purchase of certificates of energy origin from renewable energy sources.

Other provisions relate mainly to:

  • wind farm Skoczykłody PLN 129,000 thousand (as at 31 December 2016 PLN 129,000 thousand),
  • potential liabilities related with electricity infrastructure and resulting from differences in interpretation of laws and regulations PLN 161,820 thousand (as at 31 December 2016 PLN 148,259 thousand),
  • costs of using forest lands managed by State Forests PLN 107,518 thousand (as at 31 December 2016 PLN 108,245 thousand),
  • real property tax in Lubelski Węgiel Bogdanka S.A. PLN 39,939 thousand (as at 31 December 2016 PLN 32,456 thousand),
  • ZUS claims arising from accident contribution in Lubelski Węgiel Bogdanka S.A. PLN 21,015 thousand (as at 31 December 2016 PLN 20,042 thousand),
  • restoration of mining damages PLN 3,612 thousand (as at 31 December 2016 PLN 4,440 thousand).

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

A description of material claims and contingent liabilities has been presented in note 23.

21. Related party transactions

The Group companies conclude transactions with the following related parties:

  • the Group's constituent entities transactions are eliminated at the consolidation stage;
  • transactions concluded between the Group and Members of its governing bodies fall within two categories:
  • those resulting from appointment of Members of the Supervisory Boards,
  • resulting from other agreements under civil law;
  • transactions with entities whose shares are held by the State Treasury of the Republic of Poland.

Transactions with members of the Group's governing bodies:

Item Management Board of the Company Supervisory Board of the Company
01.01.2017 - 01.01.2016 - 01.01.2017 - 01.01.2016 -
30.09.2017 30.09.2016 30.09.2017 30.09.2016
Remuneration under managerial contracts
and consultancy agreements 4 082** 11 565* - -
Remuneration relating to appointment of
members of supervisory bodies - - 626 347
TOTAL 4 082 11 565 626 347

* 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,

** Remuneration includes bonuses for 2016 in the amount of PLN 1,749 thousand and severance payment and compensation resulting from non-competition agreements for former members of the Management Board in the amount of PLN 440 thousand

During the 9-month period ended 30 September 2017 there were no loans granted from the Company's Social Benefits Fund to the members of the Supervisory Board (PLN 0 thousand during the 9-month period ended 30 September 2016). During this period repayments of the loans amounted to PLN 4 thousand (PLN 9 thousand during the 9-month period ended 30 September 2016).

Other transactions resulting from agreements under civil law concluded between Enea S.A. and Members of the Parent's Bodies relate only to private use of Company's cars by Members of the Management Board of Enea S.A.

The Group also concludes business transactions with entities of the central and local administration and entities controlled by the State Treasury of the Republic of Poland.

The transactions concern mainly:

purchase of coal, electricity, property rights resulting from certificates of origin as regards renewable energy and energy cogenerated with heat and transmission and distribution services from companies controlled by the State Treasury,

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

sale of electricity, distribution services, connection to the grid as well as other related fees and coal, provided by the Group both to central and local administration bodies (sale to end users) and entities 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. The Group 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.

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

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

30.09.2017 31.12.2016
Acquisition of property, plant and equipment 1 681 018 1 644 896
Acquisition of intangible assets 32 559 38 134
1 713 577 1 683 030

23. Contingent liabilities and proceeding before courts, arbitration or public administration bodies

23.1. Sureties and guarantees

The table below presents actual relevant bank guarantees under the agreements concluded with BZ WBK S.A. as at 30 September 2017 to the limits specified therein.

Guarantee
date
Guarantee
period
Guarantee for Bank -
issuer
Guarantee
value in
PLN thousand
01.01.2016 11.08.2018 Górecka Projekt
Sp. z o.o.
BZ WBK S.A. 1 662
21.12.2016 30.01.2018 Urząd Marszałkowski
Województwa
Zachodniopomorskiego
w Szczecinie
BZ WBK S.A. 1 325
05.07.2017 16.10.2017 PKP Polskie Linie
Kolejowe S.A.
BZ WBK S.A. 2 100
25.09.2017 30.11.2017 Zakład Wodociągów
i Kanalizacji Sp. z o.o.
BZ WBK S.A. 1 000
Total 6 087

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

23.2. Pending proceedings before courts of general jurisdiction

Actions brought by the Group

Actions which Enea S.A. and Enea Operator Sp. z o.o. brought to courts of general jurisdiction refer to claims for receivables due to provision of electricity (the so–called electricity cases) and claims for other receivables – illegal consumption of electricity, connections to the grid and other specialized services (the so-called non-electricity cases).

Actions brought to courts of general jurisdiction by Enea Wytwarzanie Sp. z o.o. are connected mainly with claims for outstanding invoice payments and contractual penalties from the Company's contractors.

As at 30 September 2017, the total of 18,666 cases brought by the Group were pending before common courts for the total amount of PLN 248,080 thousand (16,487 cases for the total amount of PLN 161,308 thousand as at 31 December 2016).

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

Actions brought against the Group

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

Actions brought to courts of general jurisdiction against Enea Wytwarzanie Sp. z o.o. are connected mainly with compensations and contractual penalties.

As at 30 September 2017 there were 2,491 cases pending before common courts which have been brought against the Group for the total amount of PLN 469,047 thousand (2,314 cases for the total amount of PLN 368,702 thousand as at 31 December 2016). Provisions related to the court cases are presented in note 20.

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

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

Claimed amounts
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

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

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

In the absence of amicable settlement of the above case, Enea S.A. filed the following lawsuits against above mentioned entities:

  • FITEN S.A. lawsuit of 24 November 2015,
  • TAURON Polska Energia S.A. lawsuit of 10 December 2015,
  • TAURON Sprzedaż GZE Sp. z o. o. lawsuit of 10 December 2015,
  • PKP Energetyka S.A. lawsuit of 28 December 2015,
  • PGE Polska Grupa Energetyczna S.A. lawsuit of 29 December 2015.

In the case against FITEN S.A. Enea S.A. filed a cassation complaint with the Supreme Court. In other proceedings, there have been no settlement of disputes.

23.4. Dispute concerning energy origin certificate prices

Before the District Court in Poznań the proceeding brought by PGE Górnictwo i Energetyka Konwencjonalna S.A. is pending against Enea S.A. for the payment of PLN 42,351 thousand concerning purchased certificates of origin. Enea S.A. 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.

A reply to the action brought by PGE GIEK S.A. was made on 11 August 2016. In response Enea S.A. filed to dismiss the lawsuit. The parties participated in the mediation proceeding, however no agreement had been concluded. The date of the first hearing was set at 12 December 2017.

There are three another similar cases proceeded by the District Court in Poznań. Furthermore, there are two cases proceeded by the District Court in Poznań to determine the ineffectiveness of termination (withdrawal) by Enea S.A. from the sale of property rights.

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

On 3 September 2014, a Shareholders' Agreement was concluded by and between PGE Polska Grupa Energetyczna, Tauron Polska Energia, Enea and KGHM Polska Miedź (the Business Partners). On 15 April 2015, in accordance with the Shareholders' Agreement, an agreement on the sale of shares in PGE EJ 1 Sp. z o.o. (PGE EJ), was concluded, as a result of which each Business Partner purchased 10% of shares in PGE EJ 1. As a result of the sale of the shares in PGE EJ 1 by PGE Polska Grupa Energetyczna to the Business Partners, PGE Polska Grupa Energetyczna holds a 70% interest in the share capital of PGE EJ 1, and the other Business Partners (Tauron Polska Energia, Enea and KGHM Polska Miedź) hold 30% thereof, i.e. each of them holds 10%.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

According to the assumptions, PGE Polska Grupa Energetyczna performs the role of the leader of the project to construct and operate the first Polish atomic power plant, and PGE EJ 1 is to perform the function of the operator of the power plant in the future.

According to the Shareholders' Agreement, the Parties undertake to finance the activities as part of the initial phase of the Project (the Development Stage) jointly, in proportion to the interests they hold. Enea's financial commitment during the Development Stage will not exceed approx. PLN 107 million.

During the third quarter of 2017, PGE EJ 1 continued their work on the preparation to the construction of the atomic power plant in Poland project.

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

25. Dividend

On 26 June 2017 the General Shareholders' Meeting of Enea S.A. adopted resolution no. 6 concerning net profit distribution for the financial period from 1 January 2016 to 31 December 2016 under which the dividend for the shareholders amounted to PLN 110,361 thousand. Dividend per share amounted to PLN 0.25. Till the reporting date the dividend was paid to shareholders.

The Company did 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.

26. Agreement for the purchase of the company Eco-Power Sp. z o.o.

Fen Wind Farm B.V. with its registered office in Amsterdam and Wento Holdings S.à r.l. with its registered office in Luxembourg ("Claimants") sued Enea Wytwarzanie Sp. z o.o. for concluding an agreement for the sale of shares in Eco-Power Sp. z o.o. for a price which included the base amount of PLN 286,500,000.00.

Enea Wytwarzanie Sp. z o.o. did not acknowledge the grounds for the above claim and in its response to the claim (and in other pleadings and in the preparatory document dated 7 January 2017) it filed a motion to dismiss the claim in its entirety and for adjudging the costs of the proceedings from the Claimants on its behalf. According to valuation of the shares of Eco-Power Sp. z o.o., the Group created provision in the amount of PLN 129,000 thousand, which results from the difference between agreement price considering base amount PLN 286,500,000.00 and the value calculated according to the Enea S.A. model.

27. Initial offer for acquisition of EDF's assets in Poland

On 16 September 2016 Enea S.A. and PGE S.A., Energa S.A. and PGNiG Termika S.A. ("Business Partners") jointly submitted a preliminary, nonbinding offer to EDF International SAS ("EDF") for the purchase of shares in companies belonging to EDF in Poland, holding conventional generating assets and pursuing a service activity.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017

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

On 30 November 2016 the Company and Business Partners submitted a new offer to EDF for the purchase of shares in companies belonging to EDF in Poland, holding conventional generating assets and pursuing a service activity. The submission of the new offer by Business Partners was made in relation to the upcoming expiry of the offer submitted on 16 September 2016.

On 27 January 2017, the Company and Business Partners signed an agreement with EDF Investment SAS on negotiations related to the purchase of EDF assets in Poland as well as due diligence process in this scope. The Transaction includes acquisition of all EDF shares in EDF Polska S.A., which, in particular, is the owner of 4 combined heat and power plants, namely Kraków, Gdańsk, Gdynia and Toruń and heat distribution networks in Toruń, Rybnik Power Plant, and acquisition of all EDF shares in ZEC "Kogeneracja" S.A., which is the owner of 4 combined heat and power plants, namely Wrocław, Zielona Góra, Czechnica and Zawidawie and heat distribution networks in Zielona Góra, Siechnice and Zawidawie.

On 15 March 2017 Business Partners amended the structure of the transaction in the following way:

  • withdrawal of PGNiG Termika S.A. from the transaction,
  • takeover of the so far declared share of PGNiG Termika S.A. in the transaction by PGE S.A., which results in the growth in PGE S.A.'s share in the transaction to 60%,
  • maintaining the shares of Enea S.A. and Energa S.A. in the transaction on the same level of 20% for each of the

Companies.

The aforementioned amendments in the Transaction structure require confirmation of filing no objections by EDF.

On 11 May 2017 the Management Board of Enea S.A. adopted a resolution regarding the Company's resignation from participation in the transaction of acquiring Polish assets belonging to EDF International SAS and EDF Investment II B.V.

28. Changes in the composition of the Management Board

On 24 August 2017 the Supervisory Board of Enea S.A. adopted resolutions to dismiss Mr Wiesław Piosik from the position of the Member of the Management Board responsible for Corporate Affairs and Mr Mikołaj Franzkowiak from the position of the Member of the Management Board responsible for Financial Affairs. Resolutions came into force on the day they were taken. The Supervisory Board also delegated, effective immediately, Mr Rafał Szymański – the Member of the Supervisory Board to temporarily perform duties of the Member of the Management Board responsible for Corporate Affairs of Enea S.A. for the period no longer than 3 months, till appointment of the Member of the Management Board responsible for Corporate Affairs.

On 22 September 2017 the Company's Supervisory Board adopted a resolution on the nomination of Mr Piotr Olejniczak to the position of the Member of the Management Board for Financial Affairs as of 1 October 2017.

On 29 September 2017 the Company received the statement of the same date of Mr Rafał Szymański delegated by the Supervisory Board of the Company to temporarily hold the position of the Member of the Management Board of Enea S.A. for Corporate Affairs regarding the resignation from the delegation to hold the above mentioned position effective as of 1 October 2017.

On 5 October 2017 the Company's Supervisory Board adopted a resolution on the nomination of Mr Zbigniew Piętka to the position of the Member of the Management Board for Corporate Affairs as of 10 October 2017.

Condensed interim consolidated financial statements for the period from 1 January to 30 September 2017 (all amounts in PLN'000, unless specified otherwise)

29. Changes in the regulatory environment

In the nine-month period ended 30 September 2017, there were a number of regulatory changes, which could have impact on future performance of the Group. The most important changes are as follows:

on 14 August 2017, the President of Poland signed the amendment to the Act on Renewable Energy Sources ("RES Act"). The objective of the amendment is to implement a solution that would enable balanced development of renewable energy sources sector by changing the way in which the substitution fee is calculated, which is an element facilitating flexibility of green certificates of origin market and - in long term perspective – decrease of unbalanced supply of certificates on the market. The abovementioned goal is to be achieved by more competitive level of substitution fee.

As a result of the amendment the substitution fee is no longer fixed and instead is dependent on market prices of certificates of origin. Moreover, the amendment also changed the determination of fee for registration of certificates of origin.

on 2 August 2017, the President of Poland signed the Act on Water Law ("Water Law"). The Act replaces the previous Act form 2001, which regulates water management, including shaping and protection of water resources, use and management of water resources, ownership of water and lands covered by waters, as well as management of these elements in relation to State Treasury's property. The change of the Act is an effect of implementation of European Parliament's Directive on common activities in relation to water resources policy. Water Law cancels exemptions from fees for economic use of water for energetic purposes, as well as introduces additional fees in this area starting from 2018.

30. Subsequent events

On 17 October 2017 the Management of LWB signed with the unions operating in LWB the agreement changing the terms of Corporate Collective Labour Agreement in terms of the coal allowance paid to pensioners of LWB. As a result of the new agreement the pensioners, for whom LWB was the last employer, lost their right to coal free of charge. Simultaneously, as a result of entry into force of the Act of 12 October 2017 concerning compensation for coal free of charge, the pensioners may receive the one-off compensation in the amount of PLN 10 thousand. As a result of the agreement, also the current employees of LWB, who will become pensioners, lost their right to coal free of charge but in exchange of the one-off, additional retirement benefit.

Due to the abovementioned agreement the amount of LWB liabilities due to employee benefits changed, in the area of coal allowance and retirement benefits, which will substantially influence the Group operational profit for the fourth quarter of 2017. The Group estimates, that the operational profit will increase by about PLN 110 million, as a result of the abovementioned changes.

Selected separate Financial data of Enea S.A.

In PLN '000 In EUR '000
9 months
ended
30.09.2017
9 months
ended
30.09.2016
9 months
ended
30.09.2017
9 months
ended
30.09.2016
Net sales revenue 4 174 851 4 025 329 980 795 921 381
Operating profit 85 252 74 970 20 028 17 160
Profit before tax 930 311 605 999 218 557 138 711
Net profit for the reporting period 910 620 585 535 213 931 134 027
Net cash flows from operating activities 330 597 67 590 77 667 15 471
Net cash flows from investing activities (1 403 303) (507 885) (329 677) (116 253)
Net cash flows from financing activities 226 646 437 446 53 246 100 130
Total net cash flows (846 060) (2 849) (198 764) (652)
Weighted average numer of shares 441 442 578 441 442 578 441 442 578 441 442 578
Net earnings per share (in PLN/EUR) 2.06 1.33 0.48 0.30
Diluted earnings per share (in PLN/EUR) 2.06 1.33 0.48 0.30
Balance as at
30.09.2017
Balance as at
31.12.2016
Balance as at
30.09.2017
Balance as at
31.12.2016
Total assets 19 841 019 18 217 925 4 604 446 4 117 976
Total liabilities 8 110 937 7 277 446 1 882 281 1 644 992
Non-current liabilities 6 362 395 5 972 038 1 476 502 1 349 918
Current liabilities 1 748 542 1 305 408 405 779 295 074
Equity 11 730 082 10 940 479 2 722 165 2 472 983
Share capital 588 018 588 018 136 460 132 915
Book value per share (in PLN/EUR) 26.57 24.78 6.17 5.60
Diluted book value per share (in PLN/EUR) 26.57 24.78 6.17 5.60

The above financial data for third quarter of 2017 and 2016 were translated into EUR in line with the following principles::

  • individual assets and liabilities at the average exchange rate as of 30 September 2017 4.3091 PLN/EUR (as at 31 December 2016 – 4.4240 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 September 2017 – 4.2566 PLN/EUR (for the period from 1 January to 30 September 2016 – 4.3688 PLN/EUR).

Poznań, 21 November 2017

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

Index to the condensed interim separate financial statements

Separate statement of financial position52
Separate statement of profit or loss and other comprehensive income 54
Separate statement of changes in equity 55
Separate statement of cash flows 56
1. General information about Enea S.A. 57
2. Statement of compliance 57
3. Accounting principles58
4. Material estimates and assumptions 58
5. Composition of the Group - list of subsidiaries, associates and jointly-controlled entities 59
6. Property, plant and equipment 60
7. Intangible assets61
8. Investments in subsidiaries, associates and jointly-controlled entities 61
9. Intercompany bonds 62
10. Allowance on trade and other receivables 64
11. Inventories64
12. Cash and cash equivalents 64
13. Financial assets measured at fair value through profit or loss 65
14. Financial instruments65
15. Loans, borrowings and debt securities 66
16. Other financial liabilities 69
17. Deferred income tax69
18. Provisions for liabilities and other charges 69
19. Dividend70
20. Related party transactions 70
21. Future liabilities under contract concluded at the end of the reporting period72
22. Contingent liabilities and proceedings before court, bodies competent to conduct arbitration
proceedings or public administration bodies 72
22.1. Sureties and guarantees 72
22.2. Pending proceedings before courts of general jurisdiction 74
22.3. Motions for settlement of not balanced energy trading in 2012 74
22.4. Dispute concerning energy origin certificate prices 75
23. The participation in the construction of the atomic power plant programme75
24. Acquisition of shares of Polimex–Mostostal S.A76
25. Acquisition of shares of ENGIE Energia Polska S.A. (currently Enea Elektrownia Połaniec S.A.)77
26. Realization of the Investment Agreement with Energa S.A. and Elektrownia Ostrołęka S.A. on the
construction and operation of a power unit in Ostrołęka Power Plan 78
27. Recapitalization in Polska Grupa Górnicza Sp. z o.o79
28. Initial offer for acquisition of EDF's assets in Poland 80
29. Changes in the composition of the Management Board81
30. Changes in the regulatory environment81

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

These condensed interim separate financial statements have been prepared in accordance with the International Financial Reporting Standards IAS 34 Interim Financial Reporting, as endorsed by the European Union 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 Piotr Olejniczak …………………………………
Member of the Management Board Zbigniew Piętka ………………………………….

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. ul. Górecka 1, 60-201 Poznań KRS 0000477231, NIP 777-000-28-43, REGON 630770227

Poznań, 21 November 2017

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

Separate statement of financial position

Balance as at
Note 30.09.2017 31.12.2016
ASSETS
Non-current assets
Property, plant and equipment 7 27 333 29 063
Perpetual usufruct of land 1 949 1 970
Intangible assets 7 4 711 4 814
Investment properties 14 994 15 405
Investments in subsidiaries, associates and jointly-controlled entities 8 11 061 129 9 448 433
Deferred tax assets 17 56 542 48 562
Financial assets available for sale 41 902 41 902
Intercompany bonds 9 5 782 669 5 136 547
Financial assets measured at fair value through profit or loss 13 34 561 -
Derivatives 29 558 40 267
Trade and other receivables 150 507 145 111
17 205 855 14 912 074
Current assets
Inventories 11 165 711 84 984
Trade and other receivables 1 053 813 1 119 479
Current income tax receivables 110 433 -
Intercompany bonds 9 536 445 486 566
Cash and cash equivalents 12 768 762 1 614 822
2 635 164 3 305 851
TOTAL ASSETS 19 841 019 18 217 925

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

Balance as at
EQUITY AND LIABILITIES Note 30.09.2017 31.12.2016
EQUITY
Share capital 588 018 588 018
Share premium 4 627 673 4 627 673
Reserve capital from valuation of hedging instruments 25 405 33 826
Reserve capital 3 150 240 2 640 358
Retained earnings 3 338 746 3 050 604
Total equity 11 730 082 10 940 479
LIABILITIES
Non-current liabilities
Loans, borrowings and debt securities 15 6 311 300 5 918 322
Finance lease liabilities 313 510
Liabilities due to employee benefits 50 750 49 060
Provisions for other liabilities and charges 18 32 4 146
6 362 395 5 972 038
Current liabilities
Loans, borrowings and debt securities 15 217 398 136 206
Trade and other liabilities 727 942 667 226
Finance lease liabilities 255 262
Current income tax liabilities - 31 564
Liabilities due to employee benefits 15 810 20 050
Liabilities due to an equivalent of the right to acquire shares
free of charge 281 281
Derivatives 16 1 -
Other financial liabilities 457 677 166 653
Provisions for other liabilities and charges 18 329 178 283 166
1 748 542 1 305 408
Total liabilities 8 110 937 7 277 446
TOTAL EQUITY AND LIABILITIES 19 841 019 18 217 925

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

Separate statement of profit or loss and other comprehensive income

For the period
9 months
ended
30.09.2017
3 months
ended
30.09.2017
9 months
ended
30.09.2016
3 months
ended
30.09.2016
Sales revenue 4 365 020 1 410 119 4 211 167 1 350 386
Excise tax (190 169) (60 781) (185 838) (60 669)
Net sales revenue 4 174 851 1 349 338 4 025 329 1 289 717
Other operating revenue 13 369 3 193 22 027 14 388
Depreciation (2 073) (651) (2 660) (876)
Costs of employee benefits (37 967) (13 028) (40 792) (13 658)
Consumption of materials and supplies and
costs of goods sold
(1 625) (394) (1 643) (671)
Energy and gas purchase for sale (2 632 975) (866 074) (2 675 254) (832 841)
Transmission and distribution services (1 183 216) (377 911) (1 112 260) (359 232)
Other external services (133 110) (45 252) (117 069) (38 297)
Taxes and charges (2 749) (660) (2 573) (561)
Profit/(Loss) on sale and liquidation of
property, plant and equipment
255 6 (8) -
Other operating expenses (109 508) (42 066) (20 127) (4 665)
Operating profit 85 252 6 501 74 970 53 304
Financial expenses (141 822) (47 864) (157 582) (41 531)
Financial revenue 176 347 38 112 139 737 44 816
Dividend income 810 534 12 807 548 874 -
Profit before tax 930 311 9 556 605 999 56 589
Income tax (19 691) 1 330 (20 464) (9 796)
Net profit for the reporting period 910 620 10 886 585 535 46 793
Items that are or may be reclassified to profit
or loss
- valuation of hedging instruments (10 397) 2 495 (8 614) 20 480
- income tax 1 976 (474) 1 637 (3 891)
Items that will not be reclassified to profit or
loss
- remeasurement of defined benefit plan (2 759) - 2 415 -
- income tax 524 - (459) -
Net other comprehensive income (10 656) 2 021 (5 021) 16 589
Total comprehensive income for the
reporting period 899 964 12 907 580 514 63 382
Earnings attributable to the Company's
shareholders
910 620 10 886 585 535 46 793
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) 2.06 0.02 1.33 0.11
Diluted earnings per share (in PLN per share) 2.06 0.02 1.33 0.11

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. 54

Condensed interim separate financial statements of Enea S.A. for the period from 1 January to 30 September 2017

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

Separate statement of changes in equity

Note Share
capital
(nominal
value)
Revaluation of
share capital
Total share
capital
Share
premium
Reserve capital
from valuation of
hedging
instruments
Reserve
capital
Retained
earnings
Total
equity
Balance as at 01.01.2017 441
443
146 575 588
018
4
627
673
33
826
2
640
358
3
050 604
10
940 479
Net profit
Net other comprehensive
910 620 910 620
income (8 421) (2 235) (10 656)
Total comprehensive income (8 421) 908 385 899 964
Distribution of the net profit 509 882 (509 882) -
Dividends 19 (110 361) (110 361)
Balance as at 30.09.2017 441
443
146 575 588
018
4
627
673
25 405 3
150 240
3
338 746
11
730 082
Share
capital
(nominal
value)
Revaluation of
share capital
Total share
capital
Share
premium
Reserve capital
from valuation of
hedging
instruments
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
Net other comprehensive
585 535 585 535
income (6 977) 1 956 (5 021)
Total comprehensive income (6 977) 587 491 580 514
Balance as at 30.09.2016 441
443
146 575 588
018
4
627
673
(2 997) 2
640 358
3
015 467
10
868 519

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

(all amounts in PLN '000, unless specified otherwise

Separate statement of cash flows

9 months 9 months
ended ended
30.09.2017 30.09.2016
Separate statement of cash flows
Net profit for the reporting period
Adjustments:
910 620 585 535
Income tax disclosed in the profit and loss 19 691 20 464
Depreciation 2 073 2 660
(Gain)/loss on sale and liquidation of property, plant and
equipment (255) 8
(Gain)/loss on disposal of financial assets (27 686) (2 420)
Interest income (120 296) (112 463)
Dividend income (810 534) (548 874)
Interest expense 132 473 110 912
Impairment loss on shares - 42 000
(804 534) (487 713)
Income tax paid (254 675) (198 039)
Inflows due to settlements within Tax Group 198 087 176 359
Changes in working capital
Inventories (80 727) (122 524)
Trade and other receivables (29 424) 82 561
Trade and other liabilities 354 661 (109 326)
Liabilities due to employee benefits (5 309) (5 000)
Provisions for other liabilities and charges 41 898 145 737
281 099 (8 552)
Net cash flows from operating activities 330 597 67 590
Cash flows from investing activities
Acquisition of property, plant and equipment and intangible assets (203) (2 390)
Proceeds from disposal of property, plant and equipment 260 9
and intangible assets
Proceeds from disposal of financial assets 72 229 29 082
Acquisition of financial assets (776 500) (990 406)
Acquisition of subsidiaries, associates and jointly-controlled entities (1 613 320) -
Additional paid-in capital (redistributable) to the share capital of the (387) (199 899)
subsidiary
Dividends received
810 534 548 874
Proceeds related to the acquisition of financial assets 1 579 2 505
Interests received 102 505 104 340
Net cash flows from investing activities (1 403 303) (507 885)
Cash flows from financing activities
Loans and borrowings received 250 000 100 000
Bonds issue 290 000 450 000
Repayment of loans and borrowing (33 913) -
Redemption of bonds (40 000) -
Payment of finance lease liabilities (204) (101)
Expenses related to future issue of bonds (2 528) (2 929)
Dividends paid (110 361) -
Interests paid (126 348) (109 524)
Net cash flows from financing activities 226 646 437 446
Net increase/ (decrease) in cash (846 060) (2 849)
Opening balance of cash 1 614 822 1 397 632
Closing balance of cash 768 762 1 394 783

(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: 1 Górecka 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 previously under the company 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 September 2017 the shareholding structure of Enea S.A. was as follows: the State Treasury of the Republic of Poland - 51.5% of shares, PZU TFI 9.96% of shares and other shareholders – 38.54%.

As at 30 September 2017 the statutory share capital of Enea S.A. equaled to 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.

Trade 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 September 2017 the Group comprised of 13 subsidiaries, 10 indirect subsidiaries, 2 associates and 3 jointly controlled entities.

These condensed interim separate financial statements have been prepared on the going concern basis for foreseeable future. There are no circumstances indicating that the ability of Enea S.A. to continue as a going concern might 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 September 2017. The presented statements and explanations have been prepared using due diligence. These condensed interim separate financial statements have not 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 September 2017 and for the nine-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 2016.

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 for the year ended 31 December 2016.

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. Material 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.

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

5. Composition of the Group -list of subsidiaries, associates and jointly-controlled entities

Name and address of the Company Share of Enea S.A.
in the total number
of votes in%
30.09.2017
Share of Enea S.A.
in the total number
of votes in %
31.12.2016
1. Enea Operator Sp. z o.o. 100 100
Poznań, Strzeszyńska 58
2. Enea Wytwarzanie Sp. z o.o. 100 100
Świerże Górne, commune Kozienice, Kozienice 1
3. Enea Elektrownia Połaniec S.A. 6
Połaniec, Zawada 26
100 -
4. Enea Oświetlenie Sp. z o.o. 100 100
Szczecin, Ku Słońcu 34
5. Enea Trading Sp. z o.o.
Świerże Górne, commune Kozienice, Kozienice 1
100 100
Enea Logistyka Sp. z o.o.
6. Poznań, Strzeszyńska 58 100 100
Enea Serwis Sp. z o.o.
7. Lipno, Gronówko 30 100 100
8. Enea Centrum Sp. z o.o. 100 100
Poznań, Górecka 1
9. Enea Pomiary Sp. z o.o. 100 100
Poznań, Strzeszyńska 58
10. ENERGO-TOUR Sp. z o.o. w likwidacji 1005 1005
Poznań, Marcinkowskiego 27
11. Enea Innovation Sp. z o.o.
Warszawa, Aleja Jana Pawła II 25
1009 100
Lubelski Węgiel BOGDANKA S. A.
12. Bogdanka, Puchaczów 65.99 65.99
Annacond Enterprises Sp. z o.o.
13. Warszawa, Jana Pawła II 25 61 61
14. ElectroMobility Poland S.A. 25 25
Warszawa, Mysia 2
15. Elektrownia Ostrołęka S.A. 23.797 -
Ostrołęka, Elektryczna 5
16. Polimex – Mostostal S.A. 16.48 -
Warszawa, Jana Pawła II 12
17. Polska Grupa Górnicza Sp. z o.o.
Katowice, Powstańców 30
5.818 -
Enea Bioenergia Sp. z o.o.
18. Połaniec, Zawada 26 1004 -
Przedsiębiorstwo Energetyki Cieplnej Zachód Sp. z o.o.
19. Białystok, Starosielce 2/1 1001 1001
20. Enea Badanie i Rozwój Sp. z o.o. 1001 -
Świerże Górne, commune Kozienice, Kozienice 1
21. Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. 99.931 99.931
Oborniki, Wybudowanie 56
22. Miejskie Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. 91.141 91.021
Białystok, Warszawska 27
Miejska Energetyka Cieplna Piła Sp. z o.o.
23. Piła, Kaczorska 20 71.111 71.111
EkoTRANS Bogdanka Sp. z o.o.
24. Bogdanka, Puchaczów 65.992 65.992
25. RG Bogdanka Sp. z o.o. 65.992 65.992
Bogdanka, Puchaczów
26. MR Bogdanka Sp. z o.o.
Bogdanka, Puchaczów
65.992 65.992
Łęczyńska Energetyka Sp. z o.o.
27. Bogdanka, Puchaczów 58.532 58.532
28. Centralny System Wymiany Informacji Sp. z o.o. 203 1003
Poznań, Strzeszyńska 58

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

1 – an indirect subsidiary held through shares in Enea Wytwarzanie Sp. z o.o.

On 17 September 2015, by Resolution no. 547/2015 adopted by the Management Board of Enea Wytwarzanie Sp. z o.o., a project titled "Purchase of employee shares of MPEC sp. z o.o. in Białystok" was launched. On 17 November 2015, by Resolution no. 661/2015, powers of attorney were granted in terms of concluding of the preliminary contracts and final agreements. The number of shares available for purchase is 75 thousand. The concluding of the Preliminary Agreeements was planned for the period between 7 December 2015 and 27 January 2016. The Final Contracts shall be concluded after 16 September 2016. By the end of December 2015, Preliminary Agreements on Sale of shares worth in total PLN 747 thousand were concluded. In 2016, Enea Wytwarzanie Sp. z o.o. purchased 67,209 shares of MPEC Sp. z o.o. in Białystok for the amount of PLN 7,688 thousand, and as at the end of the year it owned 91.02% of shares in share capital. In the nine-month period ended 30 September 2017, Enea Wytwarzanie Sp. z o.o. purchased 1,749 shares of MPEC sp. z o.o. in Białystok for the amount of PLN 217 thousand and on 30 September 2017 it owned 91.14% of shares in share capital.

On 4 August 2017, Enea Wytwarzanie Sp. z o.o. and Enea S.A. formed a company Enea Badanie i Rozwój Sp. z o.o. Enea Wytwarzanie Sp. z o.o. owns 99 shares, and Enea S.A. owns 1 share. On 28 September 2017, the company was registered in the National Court Register.

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

3 – an indirect subsidiary held through shares in Enea Operator Sp. z o.o., 30 June Enea Operator Sp. z o.o. completed the sale of 16 shares in price PLN 2.500 each worth in total PLN 40 thousand.

4– an indirect subsidiary held through shares in Enea Elektrownia Połaniec S.A. On 16 March 2017, the Extraordinary General Meeting of Shareholders of the ENGIE Bioenergia Sp. z o.o. company adopted a resolution concerning Change of Company's Agreement by changing company's name to Enea Bioenergia Sp. z o.o. On 26 April 2017 the change of Company's Agreement was registered in the National Court Register.

5– On 30 March 2015, the Extraordinary General Meeting of Shareholders of the company adopted a resolution concerning the dissolution of the company, after conducting a liquidation proceeding. The resolution entered into force on 1 April 2015. An application for removing the company from the register was submitted to the National Court Register on 5 November 2015. As of the date of these condensed interim separate financial statements procedural steps relating to the deletion of the company from the National Court Register are ongoing.

6 – On 10 April 2017, the company's name was changed from ENGIE Energia Polska S.A. to Enea Elektrownia Połaniec S.A. in the National Court Register.

7– On 1 February 2017 Enea S.A. concluded with Energa S.A. an Agreement for the Purchase of 24,980,926 Shares in Elektrownia Ostrołęka S.A. and thereby acquiring an 11.89 % interest in the Company's share capital. On 13 April 2017, the Extraordinary General Meeting of Shareholders of Elektrownia Ostrołęka S.A. adopted a resolution on increasing the Company's share capital in the private subscription way from PLN 210.100 thousand to PLN 229,100 thousand i.e. by amount PLN 19 000 thousand by issuing new D series shares with a nominal value PLN 1 each. Shares issued in the private subscription were directed to Enea S.A. and ENERGA S.A. On the 27 April 2017 Enea S.A. signed a contract with Elektrownia Ostrołęka S.A. concerning coverage 9,500,000 shares. Increase of the company's share capital was registered in the National Court Register on 30 May 2017. On 27 June 2017 Enea S.A. concluded an Agreement on the Purchase of 20,017,269 Shares in Elektrownia Ostrołęka S.A. and thereby acquiring an 23.79 % shares in the Company's share capital.

8– On 3 April 2017 Enea S.A. acquired 1,500,000 new shares with nominal value of PLN 100 each and total value of PLN 150,000 thousand in Polska Grupa Górnicza Sp. z o.o. On 14 June, the Extraordinary General Meeting of Shareholders of Polska Grupa Górnicza Sp. z o.o. adopted a resolution on increasing the Company's share capital by amount PLN 200,000 thousand, from PLN 3,416,718 thousand to PLN 3,616,718 thousand issuing 2,000,000 new shares with a nominal value of PLN 100 each. As a result Enea S.A. acquired 600,000 shares with total nominal value of PLN 60,000 thousand. The increase in the Company's share capital was registered in the National Court Register on 7 July 2017.

9 – On 2 August 2017, the Extraordinary General Meeting of Shareholders of Enea Innovation Sp. z o.o. adopted a resolution no. 1 on increasing the Company's share capital by amount PLN 300 thousand, from PLN 5 thousand to PLN 305 thousand issuing 3,000 new shares with a nominal value of PLN 100 each.

6. Property, plant and equipment

During the 9-month period ended 30 September 2017, the Company did not acquire any property, plant and equipment (during the period of 9 months ended 30 September 2016 respectively: PLN 187 thousand).

During the 9-month period ended 30 September 2017, the Company completed the sale and liquidation of property, plant and equipment in the total net book value of PLN 5 thousand (during the period of 9 months ended 30 September 2016 respectively: PLN 16 thousand).

As at 30 September 2017 there were no indicators of impairment of property, plant and equipment identified.

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

7. Intangible assets

During the 9-month period ended 30 September 2017, the Company acquired intangible assets for the total amount of PLN 95 thousand (during the period of 9 months ended 30 September 2016 respectively: PLN 982 thousand).

During the 9-month period ended 30 September 2017, the Company did not complete significant liquidations of intangible assets (during the period of 9 months ended 30 September 2016 respectively: PLN 0 thousand).

8. Investments in subsidiaries, associates and jointly-controlled entities

30.09.2017 31.12.2016
Opening balance 9 448 433 8 323 493
Acquisition of investments 1 610 253 9 412
Additional paid-in capital to a subsidiary's share capital 387 1 138 227
Other 3 612 19 301
Abandoned investment (1 556) -
Change in impairment loss - (42 000)
Closing balance 11 061 129 9 448 433

Impairment loss on investments

30.09.2017 31.12.2016
Opening balance 2 159 775 2 117 775
Addition - 42 000
Closing balance 2 159 775 2 159 775

On 20 January 2017, Enea S.A. accepted the offer submitted by Polimex-Mostostal S.A. of private subscription for 37,500,000 shares at the issue price of PLN 2 per share, i.e. for the total issue price of PLN 75,000 thousand and acquired 1,500,000 shares in Polimex-Mostostal S.A. from its existing shareholder. The purchase price of all shares amounted to PLN 80,640 thousand. Having taken up the shares Enea S.A. holds a 16.48% interest in the company's share capital.

On 1 February 2017, Enea S.A. acquired 24,980,926 shares in Elektrownia Ostrołęka S.A. from ENERGA S.A. The purchase price of all shares amounted to PLN 24,000 thousand. On 28 April 2017, the Company acquired 9,500,000 shares with nominal value PLN 1 each issued on the private subscription. On 27 June 2017 Enea S.A. concluded an Agreement on the Purchase of 20,017,269 shares in Elektrownia Ostrołęka S.A., the purchase price of all shares amounted to PLN 19,231 thousand.

Having taken up the shares Enea S.A. holds an 23.79% interest in the company's share capital.

On 14 March 2017, Enea S.A. acquired 100% of shares in ENGIE Energia Polska S.A. from ENGIE International Holdings B.V., i.e. 7,135,000 shares for a total price of PLN 1,264,159 thousand.

On 3 April 2017 Enea S.A. acquired 1,500,000 new shares with nominal value of PLN 100 each and total value of PLN 150,000 thousand in Polska Grupa Górnicza Sp. z o.o. On 14 June, the Extraordinary General Meeting of Shareholders of

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

Polska Grupa Górnicza Sp. z o.o. adopted a resolution on increasing the Company's share capital. As a result Enea S.A. acquired 600,000 shares with total nominal value of PLN 60,000 thousand.

On 11 May 2017 the Management Board of Enea S.A. adopted a resolution regarding the Company's resignation from participation in the transaction of acquiring Polish assets belonging to EDF International SAS and EDF Investment II B.V.

On 2 August 2017, the Extraordinary General Meeting of Shareholders of Enea Innovation Sp. z o.o. adopted a resolution no. 1 on increasing the Company's share capital. As a result, Enea S.A. acquired 3,000 shares with total nominal value of PLN 300 thousand.

9. 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 September 2017 and as at 31 December 2016:

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

Date of contracts Issuer Final
redemption
Credit
limit
PLN '000
Amount
used in
PLN '000
Bonds issued
as at
30.09.2017
(principal)
PLN '000
Bonds issued
as at
31.12.2016
(principal)
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 6 000 6 000
23 July 2012 Enea Wytwarzanie Sp. z o.o. 22 July 2019 158 500 158 500 41 200 57 850
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 2 091 000 2 091 000 1 951 000
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 1 391 087 1 425 000
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
260 000 260 000 249 600 260 000
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 amended by
annexes no. 1 from 28
March 2017
Enea Operator Sp. z o.o. Depending on dates
of bond series
issue,
but not later than
15 December 2031
946 000 450 000 450 000 200 000
30 October 2015 Miejskie Przedsiębiorstwo
Energetyki Cieplnej Sp. z
o.o.
Redemption in
installments
– final maturity
31 March 2020
18 000 18 000 10 000 13 000
18 July 2016 Enea Operator Sp. z o.o. Final maturity
December
2017
360 000 360 000 360 000 360 000
20 September 2017 Enea Operator Sp. z o.o. Final maturity
December 2019
350 000 350 000 350 000 -
Total 6 324 887 5 648 850
Transaction costs and the result of the effective
interest rate measurement
(5 773) (25 737)
Total 6 319 114 5 623 113

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

In January 2017 Enea S.A. acquired the series III of bonds amounting to PLN 250,000 thousand issued by Enea Operator Sp. z o.o. under the Bond Issue Programme Agreement as of 7 July 2015. The interest of the bonds is based on a floating interest rate plus margin. The bonds will be redeemed in equal installments, and the final date of redemption is planned for December 2031.

In April 2017 Enea S.A. acquired the series IX of bonds amounting PLN 140,000 thousand issued by Enea Wytwarzanie Sp. z o.o. under the Bond Issue Programme Agreement as of 8 September 2012. The interest of the bonds is based on floating interest rate, and the bond redemption date is 15 June 2022.

In September 2017 Enea S.A. acquired bonds amounting PLN 350,000 thousand issued by Enea Operator Sp. z o.o. under the Bond Issue Programme Agreement as of 20 September 2017. The interest of the bonds is based on floating interest rate, and the bond redemption date is 15 December 2019.

10. Allowance on trade and other receivables

30.09.2017 31.12.2016
Opening balance of receivables allowance 56 111 52 697
Addition 16 148 13 353
Utilization (10 261) (9 939)
Closing balance of receivables allowance 61 998 56 111

During the 9-month period ended 30 September 2017 the allowance on the carrying amount of trade and other receivables increased by PLN 5,887 thousand (during the period of 9 months ended 30 September 2016 the impairment allowance increased by PLN 2,178 thousand).

11. Inventories

Certificates of energy origin:

30.09.2017 31.12.2016
Opening balance 84 984 152 318
Acquisition 208 877 330 497
Redemption (126 691) (397 544)
Sale (1 459) (287)
Closing balance 165 711 84 984

The costs of certificates of energy origin' redemption are presented in profit or loss in energy and gas purchase for sale.

12. Cash and cash equivalents

30.09.2017 31.12.2016
Cash at bank 26 983 56 020
Other cash 741 779 1 558 802
- bank deposits 739 654 1 554 631
- other 2 125 4 171
Total cash and cash equivalents 768 762 1 614 822
Cash disclosed in the statement of cash flows 768 762 1 614 822

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

As at 30 September 2017 and as at 31 December 2016 Enea S.A. had no restricted cash.

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

As at 30 September 2017, in Financial assets measured at fair value through profit or loss the Company presented call options on shares in Polimex-Mostostal S.A. On the basis of the call options contract dated 18 January 2017, Enea S.A. acquired call options from Towarzystwo Finansowe Silesia Sp. z o.o. This contract provides for the purchase (in three tranches) of total 9,125 thousand of shares, at a nominal price of PLN 2 per share, on specific dates, i.e.: 30 July 2020, 30 July 2021 and 30 July 2022. The call options were measured at fair value using the Black-Scholes model. The book value of the options amounted to PLN 34,561 thousand as at 30 September 2017.

14. Financial instruments

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

30.09.2017 31.12.2016
Carrying
amount
Fair
value
Carrying
amount
Fair
value
Non-current financial assets available for sale 41 902 41 902 41 902 41 902
Long-term intercompany bonds 5 782 669 5 688 741 5 136 547 5 206 010
Non-current financial assets measured at fair
value through profit or loss 34 561 34 561 - -
Derivatives
through profit or loss
29 558 29 558 40 267 40 267
Short-term intercompany bonds 536 445 536 445 486 566 486 566
Trade and others receivables 1 090 124 (*) 1 143 424 (*)
Cash and cash equivalents 768 762 768 762 1 614 822 1 614 822
Long-term bank loans, borrowings and debt
securities 6 311 300 6 359 726 5 918 322 5 972 289
Derivatives 1 1 - -
Short-term bank loans, borrowings and debt
securities 217 398 217 398 136 206 136 206
Finance lease liabilities 568 568 772 772
Other financial liabilities 457 677 457 677 166 653 166 653
Trade and other liabilities 524 554 (*) 521 535 (*)

(*) - the carrying amounts of trade and other receivables, trade and other liabilities approximates their fair values

Financial assets available for sale include shares in unrelated parties for which the ratio of interest in equity is lower than 20%. The positions comprises also shares in PGE EJ1 Sp. o.o. in the amount of PLN 26,902 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.

Long-term intercompany bonds include acquired debt instruments – bonds with an original maturity exceeding 1 year.

Non-current financial assets measured at fair value through profit or loss is share call options of the Polimex-Mostostal S.A.

Derivatives comprise the valuation of interest rate hedging transactions (Interest Rate Swap) and valuation of currency risk hedging transactions (forward).

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

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.

Short-term intercompany bonds 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:

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 any observable market information.

30.09.2017
Level 1 Level 2 Level 3 Total
Financial assets measured at fair value through profit or
loss
Call option - 34 561 - 34 561
Interest Rate Swap used for hedging - 29 558 - 29 558
Total - 64 119 - 64 119
Financial liabilities measured at fair value through profit
or loss
Hedging foreign exchange rate risk - 1 - 1
Total - 1 - 1
31.12.2016
Level 1 Level 2 Level 3 Total
Financial assets measured at fair value through profit or
loss
Interest Rate Swap used for hedging - 40 267 - 40 267
Total - 40 267 - 40 267

15. Loans, borrowings and debt securities

30.09.2017 31.12.2016
Long-term
Bank loans 1 748 615 1 552 654
Bonds 4 562 685 4 365 668
Total 6 311 300 5 918 322
Short-term
Bank loans 98 389 70 767
Bonds 119 009 65 439
Total 217 398 136 206
Total loans, borrowings and debt securities 6 528 698 6 054 528

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

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 December 2017 (Enea S.A. obtained the consent of the EIB to extend the availability period till the end of 2017). Interest rate on loans can be fixed or floating.

In January 2017, Enea S.A. drawn the third tranche of a loan within C Agreement with the European Investment Bank in the amount of PLN 250,000 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 December 2031.

No. Lender Date of
agreement
Total amount Outstanding as
30.09.2017
Outstanding as
31.12.2016
Term of
agreement
1. Europejski Bank
Inwestycyjny
18 October
2012 and 19
June 2013 r. (A
and B)
1 425 000 1 391 087 1 425 000 31 December
2030
2. Europejski Bank
Inwestycyjny
29 May 2015 r.
(C)
946 000 450 000 200 000 31 March
2032
3. Bank PKO BP
S.A.
28 January
2014, Anexx no.
1 from 25
January 2017
300 000 - - 31 December
2019
4. Bank PEKAO S.A. 28 January
2014, Anexx no.
1 from 25
January 2017
150 000 - - 31 December
2019
TOTAL 2 821 000 1 841 087 1 625 000
rate Transaction costs and the
valuation effect according
to the effective interest
5 917 (1 579)
TOTAL 2 821 000 1 847 004 1 623 421

Bond issue programmes

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

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

No. Name of bonds issue
programme
Date of the
conclusion of
programme
Amount of
the
programme
Amount of
issued
bonds as at
30.09.2017
Unredeemed
bonds
as at
30.09.2017
(principal)
Unredeemed
bonds
as at
31.12.2016
(principal)
Redemption
date
1. Bonds Issue Programme
Agreement with PKO BP
S.A., Bank Pekao S.A.,
BZ WBK S.A.
and Bank Handlowy w
Warszawie S.A.
21 June 2012 3 000 000 2 091 000 2 091 000 1 951 000 Redemption
from June 2020
till June 2022
2. Bonds Issue Programme
Agreements with
Bank Gospodarstwa
Krajowego
15 May
2014
1 000 000 1 000 000 960 000 1 000 000 Redemption in
installments,
final maturity is
December 2026
3. Bonds Issue Programme
Agreements 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 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
700 000 150 000 150 000 - Redemption in
installments,
final maturity is
September
2027
TOTAL 9 700 000 4 741 000 4 701 000 4 451 000
measurement Transaction costs and the result of
the effective interest rate
(19 306) (19 893)
TOTAL 9 700 000 4 741 000 4 681 694 4 431 107

In the nine-month period ended 30 September 2017, Enea S.A. did not amend the program agreements, and did not enter into new agreements.

Bonds Issue Programme Agreements up to PLN 700,000 thousand

In March 2017 Enea S.A. issued first tranche of bonds of PLN 150,000 thousand under this Programme.

Bonds Issue Programme Agreements up to PLN 3,000,000 thousand

In April 2017 under the Programme Enea S.A. issued IX series of bonds of PLN 140,000 thousand. Bonds interest rate is based on a variable interest rate, and the bond redemption date is 15 June 2022.

Transactions hedging interest rate risk

During the 9-month period ended 30 September 2017 Enea S.A. did not conclude transactions to hedge interest rate risk (Interest Rate Swap). As at 30 September 2017, the total value of the IRS transactions amounted to PLN 4,435,000 thousand. Concluded transactions will substantially affect the predictability of cash flows and financial costs. The valuation of these financial instruments is presented in "Derivatives".

As at 30 September 2017 the valuation of derivatives amounted to PLN 29,558 thousand (as at 31 December 2016: PLN 40,267 thousand).

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

Transactions hedging currency risk

During the 9-month period ended 30 September 2017 the Company entered into FX FORWARD transactions for the total volume EUR 497 thousands. Settlement date of the last transaction falls on December 2017. As at 30 September 2017 the valuation of instruments amounted PLN 1 thousand (as at 31 December 2016 PLN 0 thousand).

Financing conditions – covenants

Financing agreements assume compliance by the Company and the Group with certain financial ratios. As at 30 September 2017 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 longterm debt.

16. 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.

17. Deferred income tax

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

30.09.2017 31.12.2016
Opening balance 48 562 63 316
Change recognized in profit or loss 5 480 (7 193)
Change recognized in other comprehensive income 2 500 (7 561)
Closing balance 56 542 48 562

During 9-month period ended 30 September 2017 , the Company's profit before tax was credited with PLN 5,480 thousand as a result of increase in net deferred tax asset (during the period of 9 months ended 30 September 2016, the Company's profit before tax was credited with PLN 15,072 thousand as a result of increase in net deferred tax asset).

18. Provisions for liabilities and other charges

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

30.09.2017 31.12.2016
Non-current 32 4 146
Current 329 178 283 166
Total 329 210 287 312

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

Provision for non
contractual
use of
property
Provision for other
lodged claims
Provisions for
certificates of
origins
Total
Balance as at 01.01.2017 9 220 6 872 271 220 287 312
Provisions applied 351 75 636 212 194 288 181
Provisions used (16) (561) (238 389) (238 966)
Reversal of provisions (6 585) (732) - (7 317)
Balance as at 30.09.2017 2 970 81 215 245 025 329 210

A description of material claims and contingent liabilities has been presented in note 22.2.

During the 9-month period ended 30 September 2017 the provision for other liabilities and charges increased by the net amount of PLN 41,898 thousand, maily due to not fulfilling the obligation related to sale to end users of electricity generated in a renewable source or in cogeneration – the lack of a decision of the President of the Energy Regulatory office regarding the obligation for 2017 (in the period of 9-months ended 30 September 2016, the provisions for other liabilities and charges increased by PLN 145,737 thousand).

In the nine-month period ended 30 September 2017, Enea S.A. recognized provision in the amount of PLN 68,734 thousand for potential claims related to the termination by Enea S.A. contracts for the purchase of certificates of origin energy from renewable sources.

19. Dividend

On 26 June 2017 the General Shareholders' Meeting of Enea S.A. adopted resolution no. 6 concerning net profit distribution for the financial period from 1 January 2016 to 31 December 2016 under which the dividend for the shareholders amounted to PLN 110,361 thousand. Dividend per share amounted to PLN 0.25. Till the reporting date the dividend was paid to shareholders.

The Company did 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.

20. Related party transactions

The Company concludes transactions with the following related parties:

1. Companies of the Enea Group

01.01.2017 - 30.09.2017 01.01.2016 - 30.09.2016
Purchases, including: 3 505 020 3 193 531
materials 426 321
services 1 254 223 1 163 185
other (including energy and gas) 2 250 371 2 030 025
Sales, including: 221 065 196 618

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

energy 201 933 178 083
services 1 310 1 103
other 17 822 17 432
Interest income, including: 127 942 109 076
bonds 127 818 108 919
loans 124 157
Dividend income 810 534 548 874
30.09.2017 31.12.2016
Receivables 84 640 201 837
Financial assets - bonds 6 319 114 5 623 113
Loans granted 172 794 150 827
Liabilities 558 427 505 681
Other financial liabilities 457 677 166 653

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 Comapny 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 the above transactions has been presented below:

Item Management Board of the
Company
Supervisory Board of the
Company
01.01.2017 -
30.09.2017
01.01.2016 -
30.09.2016
01.01.2017 -
30.09.2017
01.01.2016 -
30.09.2016
Remuneration under managerial and
consultancy agreements
4 082** 11 565* - -
Remuneration relating to appointment of
members of management or supervisory
bodies
- - 626 347
TOTAL 4 082 11 565 626 347

* 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

** Remuneration includes bonuses for 2016 in the amount of PLN 1,749 thousand and severance payment and non – competition agreements for former members of the Management Board in the amount of PLN 440 thousand

During the 9-month period ended 30 September 2017 there were no loans granted from the Company's Social Benefits Fund to the members of the Supervisiory Board (PLN 0 thousand during the 9-month period ended 30 September 2016). During this period repayments of these loans amounted to PLN 4 thousand (PLN 9 thousand during the 9-month period ended 30 September 2016).

Other transactions resulting from civil law agreements concluded between the Company and Members of its governing bodies relate only to private use of company cars by Members of the Company's Management Board.

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

3. Transactions with entities controlled by the State Treasury

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 whose shares are held by the State Treasury and;
  • 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 entities whose shares are held 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 record of the aggregate value of all transactions concluded with all state institutions and entities controlled by the State Treasury, the turnover and balances of transactions 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.

21. Future liabilities under contract concluded at the end of the reporting period

On 30 September 2017 and 31 December 2016, the company did not have any contractual obligations related to the acquisition of property, plant and equipment and intangible assets, which were not recognized in the statement of financial position.

22. Contingent liabilities and proceedings before court, bodies competent to conduct arbitration proceedings or public administration bodies

22.1. Sureties and guarantees

In the nine-month period ended 30 September 2017, Enea S.A did not conclude any surety agreement as the Guarantor.

The table below presents actual relevant bank guarantees issued by Enea S.A. under the agreements concluded with BZ WBK S.A. to the limit specified therein as at 30 September 2017.

Date of
guarantee
Guarantee
period
Company from
Enea Group
Guarantee for Bank - issuer Guarantee
value
in PLN
thousand
12.06.2015 31.05.2018 Enea Wytwarzanie
Sp. z o.o.
Izba Rozliczeniowa Giełd
Towarowych S.A.
BZ WBK S.A. 7 000
29.06.2015 31.05.2018 Enea Trading
Sp. z o.o.
Izba Rozliczeniowa Giełd
Towarowych S.A.
BZ WBK S.A. 15 000
01.01.2016 11.08.2018 Enea S.A. Górecka Projekt
Sp. z o.o.
BZ WBK S.A. 1 662
21.12.2016 30.01.2018 Enea S.A. Urząd Marszałkowski
Województwa
Zachodniopomorskiego
w Szczecinie
BZ WBK S.A. 1 325
05.07.2017 16.10.2017 Enea S.A. PKP Polskie Linie
Kolejowe S.A.
BZ WBK S.A 2 100
07.07.2017 11.08.2018 Enea Elektrownia
Połaniec S.A.
Polskie Sieci
Elektroenergetyczne S.A.
BZ WBK S.A. 15 000
25.09.2017 30.11.2017 Enea S.A. Zakład Wodociągów
i Kanalizacji Sp. z o.o.
BZ WBK S.A 1 000
Total 43 087

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

The value of remaining guarantees granted by Enea S.A. as at 30 September 2017 amounted to PLN 5,083 thousand. The total value of guarantees granted by ENEA S.A. to secure liabilities of ENEA Capital Group companies as at 30 September 2017 amounted to PLN 231,058 thousand.

(all amounts in PLN '000, unless specified otherwise

22.2. Pending proceedings before courts of general jurisdiction

Pending proceedings before courts of general jurisdiction

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 September 2017, the total of 14,709 cases brought by the Company were pending before common courts for the total amount of 57,231 thousand (12,350 cases for the total amount of PLN 55,196 thousand as at 31 December 2016). Provisions related to the court cases are presented in note 18.

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

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 September 2017, the total of 184 cases against the Company were pending before common courts for the total amount of PLN 185,447 thousand (190 cases for the total amount of PLN 54,218 thousand as at 31 December 2016).

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

22.3. Motions for settlement of not balanced energy trading in 2012

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

Claimed amounts
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 in 2012. Claimed companies earned unjustified benefits by refusing Enea S.A. to issue invoice corrections for 2012. Till the reporting date some proceedings were conducted but claims of Enea S.A. were not accepted.

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

In the absence of amicable settlement of the above case, Enea S.A. filed the following lawsuits against entities mentioned above:

  • FITEN S.A. lawsuit of 24 November 2015,
  • TAURON Polska Energia S.A. lawsuit of 10 December 2015,
  • TAURON Sprzedaż GZE Sp. z o. o. lawsuit of 10 December 2015,
  • PKP Energetyka S.A. lawsuit of 28 December 2015,
  • PGE Polska Grupa Energetyczna S.A. lawsuit of 29 December 2015.

In the case against FITEN S.A. Enea S.A. filed a cassation complaint with the Supreme Court. In other proceedings, there have been no settlement of disputes.

22.4. Dispute concerning energy origin certificate prices

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 (lawsuit of 30 May 2016). Enea S.A. made a deduction from the payment part of labilities for certificates of origin (resulting from 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.

A reply to the action brought by PGE GIEK S.A. was made on 11 August 2016. In response Enea S.A. filed to dismiss the lawsuit. The parties participated in mediation proceedings, however no agreement had been concluded. The date of the first hearing was set at 12 December 2017.

Before the District Court in Poznan, roll three more cases of identical nature. Furthermore, there are two cases proceeded by the District Court in Poznan to determine the ineffectiveness of termination (withdrawal) by Enea S.A. of contracts of sale of property rights.

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

On 3 September 2014, a Shareholders' Agreement was concluded by and between PGE Polska Grupa Energetyczna, Tauron Polska Energia, Enea and KGHM Polska Miedź (the Business Partners). On 15 April 2015, in accordance with the Shareholders' Agreement, an agreement on the sale of shares in PGE EJ 1 Sp. z o.o. (PGE EJ 1), was concluded, as a result of which each Business Partner purchased 10% of shares in PGE EJ 1. As a result of the sale of the shares in PGE EJ 1 by PGE Polska Grupa Energetyczna to the Business Partners, PGE Polska Grupa Energetyczna holds a 70% interest in the share capital of PGE EJ 1, and the other Business Partners (Tauron Polska Energia, Enea and KGHM Polska Miedź) hold 30% thereof, i.e. each of them holds 10%.

According to the assumptions, PGE Polska Grupa Energetyczna performs the role of the leader of the project to construct and operate the first Polish atomic power plant, and PGE EJ 1 is to perform the function of the operator of the power plant in the future.

The notes presented on pages 57 - 81 constitute an integral part of the condensed interim separate financial statements.

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

According to the Shareholders' Agreement, the Parties undertake to finance the activities as part of the initial phase of the Project (the Development Stage) jointly, in proportion to the interests they hold. Enea's financial commitment during the Development Stage will not exceed approx. PLN 107 million.

During the third quarter of 2017, PGE EJ 1 continued their work on the preparation to the construction of the atomic power plant in Poland project.

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.

24. Acquisition of shares of Polimex–Mostostal S.A.

On 6 December 2016, negotiations were commenced between Enea S.A. and the following companies: Energa S.A., PGE Polska Grupa Energetyczna S.A., PGNiG S.A. (Investors) and between the Investors and Polimex-Mostostal S.A. (Polimex). The aim of the negotiatins was to develop the structure of a possible capital involvement of the Investor in Polimex (Investment) and develop a possible model of co-operation between the Investors when carrying out the Investment.

On 27 December 2016, Enea S.A. concluded a letter of intent with the Investors and Polimex, in which the Investors expressed their intention to consider a possible investment in Polimex and based on which they commenced talks with Polimex, aimed at developing detailed parameters of the transaction.

At the same time, on that day, the Company along with the Investors submitted a request to the Office of Competition and Consumer Protection (UOKiK) for the consent of the President of the UOKiK to concentration consisting in the acquisition, by the Investors, of joint control of Polimex. The consent to the concentration consisting in the acquisition, by the Investors, of the joint control of Polimex referred to above was issued on 18 January 2017.

At the same time, also on 18 January 2017, the Company entered into an investment agreement with the Investors and Polimex, under which the Investors undertook to invest in Polimex. The investment shall consist in the Investors' subscribing, in total, for 150 million shares issued by Polimex. The company undertook to subscribe for 37.5 million shares of the new issue for the total issue price of PLN 75 million. The agreement was concluded under conditions precedent described in detail in Current Report 2/2017. Along with the above mentioned agreement, agreements specifying the principles of co-operation as well as mutual rights and obligations of the Investors when carrying out the above mentioned investment were concluded, as well as additional agreements related to the implementation of the investments, concluded with the creditors and hitherto shareholders of Polimex.

On 20 January 2017, due to the fulfilment of the conditions precedent contained in the investment agreement referred to above the Company accepted the offer, submitted by the management board of Polimex, of private subscription for 37.5 million shares at the issue price of PLN 2 per share, i.e. for the total issue price of PLN 75 million. In addition, under one of the above additional agreements, on 20 January 2017, the Company acquired 1.5 million shares of Polimex from its hitherto shareholder. The purchase price of all shares amounted of PLN 80.6 million. Enea S.A. acquired 16.48 % stake in share capital of the company.

On 21 March 2017 Investors announced a tender offer for shares of Polimex as a result of exceeding the 33% threshold of the total number of votes at the general meeting of Polimex. Tender offer is of secondary nature and Investors intend to acquire in tender offer shares in excess of number of shares currently held by Investors (i.e. in total 65.93% of the

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

total number of votes in Polimex) and get no more than 66% of total votes at the general meeting of Polimex. As a result of tender offer each of Investors (including Enea) intends to get no more than approximately 0.018% of total votes at the general meeting of Polimex. The call was settled on 28 April 2017 and, as a result, each Investor purchased 24 shares in Polimex. At present, the Company holds 39,000,024 shares in Polimex, representing a 16.48% interest in the share capital of Polimex.

On 27 July 2017, Inwestors approved Polimex request to extend the date for admission of the T series shares to public trading on the Warsaw Stock Exchange till 31 October 2017.

On 20 October 2017, the Polish Financial Supervision Authority approved Polimex prospectus prepared in connection with the issue of 150,000,000 T series ordinary shares.

25. Acquisition of shares of ENGIE Energia Polska S.A. (currently Enea Elektrownia Połaniec S.A.)

On 30 September 2016 Enea S.A. submitted an offer for the purchase of 100% of shares in ENGIE Energia Polska S.A. The offer was submitted according to the description in the process initiated by ENGIE, the owner of 100% of the shares in ENGIE Energia Polska.

On 2 December 2016 the Company obtained exclusivity rights to further negotiations of the purchase of 100% of shares in ENGIE Energia Polska S.A., owned by ENGIE.

On 23 December 2016, the Company signed with ENGIE Energia Polska S.A. a conditional agreement on sale of 100% of shares of ENGIE Energia Polska S.A. (Agreement), and indirectly also 100% of shares in ENGIE BioenergiaSp. z o.o.

The closure of the transaction is subject to the fulfilment of the following significant conditions precedent:

  • obtaining consent of the Minister of Energy, pursuant to the Act on Control of Certain Investments,
  • obtaining consent of the President of OUKiK for the concentration,
  • waiving of the pre-emption right by the President of the Agricultural Market Agency, and
  • performing the conversion of debt of ENGIE Energia Polska S.A. towards entities of the ENGIE group into equity in ENGIE Energia Polska S.A.

On 28 February 2017, the Company received the information on the satisfaction of the last of the said conditions, which means that all the conditions precedent have been satisfied.

On 2 March 2017 the Company received the calculation of the initial selling price of 100% of shares in ENGIE Energia Polska S.A. in the amount of PLN 1,264,159,355 from ENGIE International Holdings B.V.

On 14 March 2017 Enea S.A. acquired 100% of shares in ENGIE Energia Polska S.A., i.e. 7,135,000 shares entitled to the same amount of votes for the initial price of PLN 1,264,159,355.

Transaction is consistent with Enea Capital Group's Development Strategy until 2030 approved in September 2016. With this transaction the Company will increase its share in domestic electricity production and will be vice-leader of Polish market of electricity producers.

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

conducting a tender to appoint a general contractor for the Project.

26. Realization of the Investment Agreement with Energa S.A. and Elektrownia Ostrołęka S.A. on the construction and operation of a power unit in Ostrołęka Power Plan

On 19 September 2016 Enea S.A. signed a letter of intent with Energa S.A. on engaging in cooperation in preparing, completing and utilizing a modern 1,000 MW coal-fired unit in Elektrownia Ostrołęka (the Investment, Ostrołęka C). The Parties' intention is to jointly develop an effective business model for Ostrołęka C, verify its documentation and optimize the technical and economic parameters of the new power generation unit. Cooperation also includes

The Parties have agreed that the completion of the Project will have a positive impact on Poland's energy security, will meet the highest environmental standards and will ensure yet another stable, highly efficient and low-emission source of energy within the National Grid.

On 8 December 2016, the Company concluded the Investment Agreement on the implementation of the project Ostrołęka C. The subject of the Agreement is to prepare, construct, and operate the power unit referred to above. Pursuant to the Agreement signed, the co-operation will proceed, as a rule, as part of three stages: Development Stage – until the general contractor is instructed to commence the work; Construction Stage – until Ostrołęka C is commissioned for the purposes of commercial operation, and Operation Stage – commercial operation of Ostrołęka C.

After the Development Stage is completed, Enea S.A. is obliged to participate in the Construction Stage, provided, however, that the condition of profitability of the Project is met, and financing the Project does not infringe bank covenants of the Company. It is estimated that the total investment outlays of Enea S.A. until the completion of the Development Stage will total approx. PLN 128 million. For the purposes of the implementation of the investment, Energa S.A. shall dispose of shares of Elektrownia Ostrołęka S.A., constituting 50% in the share capital, in favour of Enea S.A., in price PLN 101 million. The condition precedent for the entry into force of the Investment Agreement was obtaining the consent of the President of UOKiK for the concentration consisting in the acquisition of shares of the special purpose vehicle established to implement the Project. The condition was fulfilled on 11 January 2017.

On 19 December 2016, the special purpose vehicle announced a tender procedure to select the general contractor for the construction of the Ostrołęka C power plant with capacity of approx. 1000 MW and net fuel efficiency of at least 45 %, operating on supercritical steam parameters. Elektrownia Ostrołęka S.A., if certain assumptions are implemented (including an adequate share of Enea S.A., Energa S.A. and possible Financial Investors), and assuming that Capacity Market or other assistance mechanisms are introduced, will be able to undertake the comprehensive implementation of the Project.

On 1 February 2017, Enea S.A. concluded with ENERGA S.A. an Agreement on the Purchase of 24,980,926 Shares in Elektrownia Ostrołęka S.A. for a total of PLN 24 million, thereby acquiring an 11.89% interest in the company's share capital.

On 13 April 2017, the Extraordinary General Shareholders' Meeting of Elektrownia Ostrołęka S.A. adopted a resolution on increasing the company's share capital from PLN 210,100 thousand to PLN 229,100 thousand by issuing new shares. In a private subscription, Enea S.A. acquired 9,500,000 shares in consideration for the contribution in cash which was made on 28 April 2017. After taking up new issue shares, Enea increased its share in the share capital of Elektrownia Ostrołęka S.A. to 15.1%. On 27 June 2017, Enea S.A. concluded an Agreement on the Purchase of 20,017,269 shares in Elektrownia Ostrołęka S.A. with Energa S.A. for a total of PLN 19.2 million and increasing its share in the share capital in Elektrownia Ostrołęka S.A. to 23.79%.

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

27. Recapitalization in Polska Grupa Górnicza Sp. z o.o.

In relation to the process of acquiring capital investors by Katowicki Holding Węglowy S.A., in July 2016 Enea S.A. started talks with possible investors on the possibility of implementation of the Investment and its possible parameters. On 28 October 2016, Enea S.A. signed with Węglokoks S.A. and Towarzystwo Finansowe Silesia Sp. z o.o. (Investors) a letter of intent expressing preliminary interest in financial involvement in Katowicki Holding Węglowy S.A. or KHW's assets.

Due to the interest of Polska Grupa Górnicza Sp. z o.o. (PGG) in acquiring selected assets of Katowicki Holding Węglowy S.A. and the commencement of the process of recapitalization in PGG, Enea S.A. conducted the necessary analyses of the Business Plan presented by PGG with the existing PGG Shareholders and expressed its interest in capital commitment in Polska Grupa Górnicza Sp. z o.o.

On 30 March 2017, the Supervisory Board of Enea S.A. approved the Company's entering into Polska Grupa Górnicza Sp. z o.o. and taking up new shares in PGG's capital with a nominal value of PLN 300 million in consideration for the contribution in cash of PLN 300 million.

On 31 March 2017, the Company concluded:

  • an investment agreement specifying the conditions for the financial investment in PGG (Investment Agreement);
  • an arrangement relating to the exercise of a joint control over PGG (the Investors' Arrangement).

Investment Agreement

The Parties to the Investment Agreements are: Enea S.A., ENERGA Kogeneracja Sp. z o.o., PGE Górnictwo i Energetyka Konwencjonalna S.A., PGNiG TERMIKA S.A., Węglokoks S.A., Towarzystwo Finansowe Silesia Sp. z o.o., Fundusz Inwestycji Polskich Przedsiębiorstw Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych) (the Investors) and PGG. The Investment Agreement provided that PGG would acquire selected mining assets from Katowicki Holding Węglowy S.A. on the basis of the final agreement which was concluded on 1 April 2017.

The Investment Agreement regulates the course of the Investment and the Company's entering into PGG, principles of operation of PGG and its authorities, and also the terms under which the parties may exit from the investment in PGG.

As part of PGG recapitalisation the Company undertook to subscribe for new shares in PGG with the total nominal value of PLN 300 million in consideration for the contribution in cash amounting to PLN 300 million, in three stages:

  • d) as the first stage the Company subscribed for the new shares in PGG totalling to PLN 150 million in consideration for the contribution in cash amounting to PLN 150 million. After taking up the shares the Company holds a 4.39% share in PGG's share capital. The first recapitalisation was performed in April 2017;
  • e) as the second stage the Company subscribed for the news shares in PGG totaling to the PLN 60 mln in consideration for the contribution in cash amounting 60 million. After taking up the shares the Company holds 5.81% share in PGG's share capital. The second recapitalisation was performer in June 2017;
  • f) as the third stage the Company will subscribe for the new shares in PGG totalling to PLN 90 million in consideration for the contribution in cash amounting to PLN 90 million. After taking up the shares the Company will hold a 7.66% share in PGG's share capital. The third recapitalisation is to be performed in the first quarter 2018.

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

The Agreement regulates the principles of appointing members of the Supervisory Board, according to which each of the Investors and the State Treasury will be entitled to nominate one member of the Supervisory Board composed of eight members maximally.

The Investment is in line with Enea Capital Group's Development Strategy whose one element is securing the base of commodities for the conventional power engineering.

Investors' Arrangement

According to the Investors' Arrangement, the Company jointly with ENERGA Kogeneracja Sp. z o.o., PGE Górnictwo i Energetyka Konwencjonalna S.A., PGNiG TERMIKA S.A. and Fundusz Inwestycji Polskich Przedsiębiorstw, Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (the Controlling Shareholders) took over control over PGG. The Investors' Arrangement regulates the principles of determining a common position of the Controlling Shareholders as regards the decisions relating to PGG.

Furthermore, on 31 March 2017 a letter of intent signed on 16 October 2016 by Enea S.A., Węglokoks S.A. and Towarzystwo Finansowe Silesia Sp. z o.o., concerning the previously analysed capital investment in Katowicki Holding Węglowy S.A. was terminated.

28. Initial offer for acquisition of EDF's assets in Poland

On 16 September 2016, Enea S.A., together with PGE S.A., Energa S.A., and PGNiG Termika S.A. (Business Partners), jointly submitted to EDF International SAS (EDF) a preliminary non-binding offer for the purchase of shares in companies belonging to EDF in Poland, holding conventional generation assets and carrying out service activities.

On 30 November 2016, the Company along with Business Partners submitted to EDF a new offer for the purchase of shares in companies belonging to EDF in Poland, holding conventional generation assets and carrying out service activities. The Business Partners submitted the new offer in connection with the upcoming end of the period of validity of the offer submitted on 16 September this year.

On 27 January 2017, the Company along with Business Partners signed an agreement with EDF Investment SAS on negotiations related to the purchase of EDF assets in Poland as well as due diligence process in this scope. The transaction consists of the acquisition of all shares of EDF in EDF Polska S.A. which is, in particular, the owner of 4 combined heat and power plants i.e. Cracow, Gdańsk, Gdynia, and Toruń and heat distribution networks in Toruń, Elektrownia Rybnik, and the acquisition of all shares of EDF in ZEC "Kogeneracja" S.A., which is the owner of 4 combined heat and power plants, i.e. Wrocław, Zielona Góra, Czechnica, and Zawidawie, and heat distribution networks in Zielona Góra, Siechnice, and Zawidawie.

On 15 March 2017 Business Partners amended the structure of the transaction in the following way:

  • withdrawal of PGNiG Termika S.A. from the transaction;
  • takeover of the so far declared share of PGNiG Termika S.A. in the transaction by PGE S.A., which results in the growth in PGE S.A.'s share in the transaction to 60%,
  • maintaining the shares of Enea S.A. and Energa S.A. in the transaction on the same level of 20% for each of the Companies.

The aforementioned amendments in the transaction structure require confirmation of filing no objections by EDF.

On 11 May 2017 the Management Board of Enea S.A. adopted a resolution regarding the Company's resignation from participation in the transaction of acquiring Polish assets belonging to EDF International SAS and EDF Investment II B.V.

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

29. Changes in the composition of the Management Board

On 24 August 2017 the Supervisory Board of the Company adopted resolutions to dismiss Mr Wiesław Piosik from the position of the Member of the Management Board responsible for Corporate Affairs and Mr Mikołaj Franzkowiak from the position of the Member of the Management Board responsible for Financial Affairs. Resolutions came into force on the day they were taken. The Supervisory Board also delegated, effective immediately, Mr Rafał Szymański – the Member of the Supervisory Board to temporarily perform duties of the Member of the Management Board responsible for Corporate Affairs of Enea S.A. for the period no longer than 3 months, till appointment of the Member of the Management Board responsible for Corporate Affairs.

On 22 September 2017 the Company's Supervisory Board adopted a resolution on the nomination of Mr Piotr Olejniczak to the position of the Member of the Management Board for Financial Affairs as of 1 October 2017.

On 29 September 2017 the Company received the statement of the same date of Mr Rafał Szymański delegated by the Supervisory Board of the Company to temporarily hold the position of the Member of the Management Board of Enea S.A. for Corporate Affairs regarding the resignation from the delegation to hold the above mentioned position effective as of 1 October 2017.

On 5 October 2017 the Company's Supervisory Board adopted a resolution on the nomination of Mr Zbigniew Piętka to the position of the Member of the Management Board for Corporate Affairs as of 10 October 2017.

30. Changes in the regulatory environment

In the nine-month period ended 30 September 2017, there were a number of regulatory changes, which could have impact on future performance of the Company. The most important changes are as follows:

  • the adoption of the amendment to the Act on Renewable Energy Sources ("RES Act") on 20 July 2017. The objective of the amendment is to change the way in which the substitution fee is calculated so that the unit substitution fee will be 125% of the annual average price of property rights resulting from certificates of origin,
  • the adoption of the amendment to the Act on Water Law ("Water Law") on 20 July 2017. Water Law introduced additional fees in the form of so-called fixed costs paid on quarterly basis to the State Water Company for using water and discharging wastewater. Water Law provides upper maximum rates of fees that may be reduced by regulation.

At present it is not possible to assess influence of changes in legislation on the financial result and the valuation of the Company's assets due to, among others, unfinished legislative process and possible agreements with European Commission. In the near future the Company will conduct analysis of the impact of the above changes on the financial statements.