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Enea S.A. Interim / Quarterly Report 2018

May 24, 2018

5597_rns_2018-05-24_1abb00d2-e7f0-4078-b65f-b2eb4ed678d1.pdf

Interim / Quarterly Report

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Extended consolidated quarterly report of the ENEA Group for the first quarter of 2018

Contents of the extended consolidated quarterly report

1. Selected consolidated financial data of the ENEA Group for the period from 1 January 2018
to 31 March 2018 3
2. Condensed interim consolidated financial statements of the ENEA Group for the period
from 1 January 2018 to 31 March 2018 4
3. Selected separate financial data for the period from 1 January 2018 to
31 March 2018 60
4. Condensed interim separate financial statements of the ENEA S.A. for the period
from 1 January 2018 to 31 March 2018 61

Selected consolidated financial data of the ENEA Capital Group

E
3 months
ended
31.03.2018
3 months
ended
31.03.2017
3 months
ended
31.03.2018
3 months
ended
31.03.2017
Net sales revenues 2 988 553 2 709 690 715 239 631 762
Operating profit 338 778 382 579 81 078 89 198
Profit before tax 306 908 402 805 73 451 93 914
Net profit of the reporting period 254 068 321 190 60 805 74 885
EBITDA 702 129 666 426 168 038 155 377
Cash flows from operating activities 733 332 572 270 175 505 133 424
Cash flows from investing activities (730 302) (1 732 991) (174 780) (404 045)
Cash flows from financial activities (177 842) 55 166 (42 562) 12 862
Total net cash flows (174 812) (1 105 555) (41 837) (257 759)
Weighted average number of shares (in units) 441 442 578 441 442 578 441 442 578 441 442 578
Net earnings per share (in PLN / EUR per
share)
0.55 0.67 0.13 0.16
Diluted earnings per share (in PLN / EUR per
share)
0.55 0.67 0.13 0.16
As at
31.03.2018
As at
31.12.2017
As at
31.03.2018
As at
31.12.2017
Total assets 28 019 678 28 312 994 6 657 878 6 788 222
Total liabilities 13 397 997 14 313 325 3 183 556 3 431 711
Long-term liabilities 9 809 804 10 063 012 2 330 950 2 412 672
Short-term liabilities 3 588 193 4 250 313 852 606 1 019 040
Equity 14 621 681 13 999 669 3 474 321 3 356 510
Share capital 588 018 588 018 139 722 140 981
Book value per share (in PLN / EUR per share) 33.12 31.71 7.87 7.60
Diluted
book
value
per
share
(in PLN/EUR per share)
33.12 31.71 7.87 7.60

The above financial data for the first quarter of 2018 and for 2017 were converted into EUR according to the following principles:

  • Individual items of assets and liabilities according to the average exchange rate announced as at 31 March 2018 4.2085 PLN/EUR (as at 31 December 2017 4.1709 PLN/EUR),
  • Individual items of the statement of profit and loss and other comprehensive income as well as the cash flow statement according to an exchange rate being an arithmetic mean of the average exchange rates determined by the National Bank of Poland as at the last day of each month of the reporting period from 1 January to 31 March 2018 4.1784 PLN/EUR (between 1 January and 31 March 2017 4.2891 PLN/EUR).

Abbreviated Interim Consolidated Financial Statements of the ENEA Capital Group for the period from 1 January to 31 March 2018

22 May 2018

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Index to the Abbreviated Interim Consolidated Financial Statements

Consolidated Statement of Financial Position7
Consolidated Statement of Profit and Loss and Other Comprehensive Income 9
Consolidated Statement of Changes in Equity 10
Consolidated Statement of Cash Flows 12
Notes to Abbreviated Interim Consolidated Financial Statements 13
1. General information about ENEA S.A. and the ENEA Capital Group 13
2. Statement of compliance 14
3. Accounting principles applied 14
4. Change of items presentation in the statement of financial position 22
5. Material estimates and assumptions 25
6. Composition of the Capital Group
list of subsidiaries, associates and jointly-controlled entities 26
7. Segment reporting 27
8. Property, plant and equipment 33
9. Intangible assets 33
10. Investments in associates and jointly controlled entities 33
10.1. Performance of the Investment Agreement with Energa S.A. and Elektrownia
concerning construction and operation of a power unit
at Elektrownia
34
10.2. Recapitalisation of Polska Grupa Górnicza S.A 36
11. Trade and other receivables revaluation write-offs 38
12. Customer contract assets and liabilities 38
13. Analysis of the age structure of customer contract assets, trade accounts receivable
and other accounts receivable constituting financial instruments 39
14. Debt financial assets measured at amortised cost 39
15. Inventory 40
16. Certificates of energy origin 40
17. Restricted access cash 40
18. Financial assets measured at fair value 40
19. Loans, borrowings and debt securities 41
20. Financial instruments 46
21. Deferred income due to subsidies, connection fees and other 48
22. Deferred income tax 49
23. Provisions for liabilities and other charges 49
24. Net sales revenue 51
25. Related party transactions 52
26. Future liabilities under contracts concluded as at the reporting date 53
27. Contingent liabilities and proceedings before courts, arbitration and public administration bodies 53
27.1. Sureties and guarantees 53
27.2. Proceedings pending before common courts of law 53
27.3. Arbitration proceedings. 54
27.4. Other court proceedings. 55
27.5. Cases concerning non-balanced energy trading in 2012 56
27.6. Dispute concerning renewable energy origin certificates prices and terminated contracts
for the purchase of property rights resulting from renewable energy certificates of origin 56
28. Participation in the nuclear power plant construction programme 58
29. Acquisition agreement regarding Eco-Power Sp. z o.o 59
30. Changes in the composition of the Supervisory Board 59

( )

These Abbreviated Interim Consolidated Financial Statements were prepared in accordance with the requirements of the International Financial Reporting Standard IAS 34 Interim Financial Reporting, as approved by the European Union and accepted by the Management Board of ENEA S.A.

Members of the Management Board

President of the Management Board ……………………………….
Member of the Management Board Piotr Adamczak ………………………………
Member of the Management Board Piotr Olejniczak ………………………………
Member of the Management Board ………………………………

Prepared by: Robert Kiereta Head of Consolidated Reporting Office ……………………………………

22 May 2018

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Consolidated Statement of Financial Position

As at
Note 31.03.2018 31.12.2017
(converted
data)*
ASSETS - -
Non-current assets - -
Property, plant and equipment 8 20 320 144 20 416 867
Perpetual usufruct of land 105 363 105 571
Intangible assets 9 414 723 418 248
Investment property 26 724 26 981
Investments in associates and jointly controlled entities 10 538 692 355 152
Deferred income tax assets 22 475 059 501 945
Financial assets measured at fair value 18 79 257 103 615
Debt financial assets measured at amortized cost 14 7 741 2 940
Trade and other receivables 47 087 27 789
Costs of contract conclusion 15 297 -
Cash deposits at Mine Closure Fund 121 833 121 806
Total assets 22 151 920 22 080 914
Current assets - -
CO2 emission rights 384 479 595 533
Inventory 15 805 199 846 187
Trade and other receivables 1 609 528 1 893 530
Costs of contract conclusion 16 733 -
Customer contract assets 12 283 563 -
Current income tax receivables 181 585 149 859
Financial assets measured at fair value 18 73 634 49 329
Debt financial assets measured at amortised cost 14 537 10 516
Cash and cash equivalents 17 2 512 314 2 687 126
Non-current assets classified as held for sale 186 -
Current assets 5 867 758 6 232 080
Total assets 28 019 678 28 312 994

( )

As at
Note 31.03.2018 31.12.2017
(converted
data)*
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 767 741
Other capital (27 101) (27 101)
Reserve capital from valuation of hedging instruments 2 980 25 967
Retained earnings 9 489 791 8 858 130
Equity attributable to shareholders of the Parent Company 13 686 919 13 078 219
Non-controlling interests 934 762 921 450
Equity 14 621 681 13 999 669
LIABILITIES - -
Long-term liabilities - -
Loans, borrowings and debt securities 19 7 659 797 7 720 091
Trade and other accounts payable 153 821 57 579
Customer contract liabilities 12 69 601 -
Financial lease liabilities 1 307 1 651
Deferred income due to subsidies, connection fees and other 21 178 343 645 443
Deferred income tax provision 22 331 451 245 240
Employee benefits liabilities 745 861 739 946
Financial liabilities measured at fair value 14 555 9 875
Provisions for other liabilities and charges 23 655 068 643 187
Long-term liabilities 9 809 804 10 063 012
Current liabilities - -
Loans, borrowings and debt securities 19 476 938 539 429
Trade and other accounts payable 1 588 114 2 051 385
Customer contract liabilities 12 1 802 -
Finance lease liabilities 1 788 1 942
Deferred income due to subsidies, connection fees and other 21 11 208 92 422
Current income tax liabilities 3 095 1 797
Employee benefits liabilities 357 637 437 943
Liabilities due to an equivalent of the right to acquire shares free of charge 281 281
Financial liabilities measured at fair value 64 095 41 185
Provisions for other liabilities and other charges 23 1 083 235 1 083 929
Short-term liabilities 3 588 193 4 250 313
Total liabilities 13 397 997 14 313 325
Total equity and liabilities 28 019 678 28 312 994

* conversion of data for the comparative period for presentation purposes is presented in Note 4 to these Abbreviated Consolidated Financial Statements

Consolidated Statement of Financial Position should be read together with explanatory notes which constitute an integral part of the Abbreviated Interim Consolidated Financial Statements.

( )

Consolidated Statement of Profit and Loss and Other Comprehensive Income

3 months ended 3 months ended
Note 31.03.2018 31.03.2017
Sales revenue 3 055 533 2 778 261
Excise tax (66 980) (68 571)
Net sales revenue 24 2 988 553 2 709 690
Other operating revenue 58 468 16 238
Depreciation (363 351) (283 847)
Costs of employee benefits (410 009) (386 987)
Consumption of materials and supplies and cost of goods sold (605 657) (285 611)
Energy and gas purchase for sale (854 942) (792 416)
Transmission services (103 201) (261 823)
Other outsourced services (199 827) (149 899)
Taxes and charges (122 996) (106 327)
Profit/(loss) on sale and liquidation of property, plant and equipment (3 290) (3 787)
Other operating expenses
Operating profit
(44 970) (72 652)
Financial expenses 338 778 382 579
Financial revenue (62 384)
17 905
(45 957)
66 183
Share in profits of affiliates and jointly controlled entities 12 609 -
Profit before tax 306 908 402 805
Income tax 22 (52 840) (81 615)
Net profit for the reporting period 254 068 321 190
Other comprehensive income
Subject to reclassification to profits or losses:
- valuation of hedging instruments (28 353) (6 209)
- other - (4)
- income tax 22 5 392 1 180
Net other comprehensive income (22 961) (5 033)
Total income for the reporting period 231 107 316 157
whereof net profit:
attributable to shareholders of Parent Company 240 756 295 230
attributable to non-controlling shares 13 312 25 960
whereof comprehensive income:
attributable to shareholders of Parent Company 217 795 290 197
attributable to non-controlling shares 13 312 25 960
Net profit allocated to shareholders of Parent Company 240 756 295 230
Weighted average number of ordinary shares 441 442 578 441 442 578
Net profit per share (in PLN per share) 0,55 0,67
Diluted earnings per share (in PLN per share) 0,55 0,67

Consolidated Statement of Profit and Loss and Other Comprehensive Income should be read together with explanatory notes which constitute an integral part of the Abbreviated Interim Consolidated Financial Statements.

( )

Consolidated Statement of Changes in Equity

(a) Q1 2018

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 01.01.2018 441 443 146 575 588 018 3 632 464 741 (27 101) 25 967 8 858 130 921 450 13 999 669
Adjustment due to implementation of
IFRS 9 and
15
390 905 390 905
Balance as at 01.01.2018 following
adjustment
441 443 146 575 588 018 3 632 464 741 (27 101) 25 967 9
249 035
921 450 14
390 574
Net profit of the reporting period 240 756 13 312 254 068
Net other comprehensive income 26 (22
987)
(38
945)
Total net comprehensive income
recognised in the period
26 (22
987)
240 756 13 312 231 107
Balance as at 31.03.2018 441 443 146 575 588 018 3 632 464 767 (27 101) 2 980 9 489 791 934 762 14 621
681

( )

(b) Q1 2017

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 of the reporting period 295 230 25 960 321 190
Net other comprehensive income (4) (5
029)
(5
033)
Total net comprehensive income
recognised in the period
Redemption of non-controlling
(4) (1
480)
(5
029)
295 230 25 960
(276)
316 157
(1 756)
interests in subsidiaries
Balance as at
31.03.2017
441 443 146 575 588 018 3 632 464 740 (27 132) 28
797
8 241 842 861 401 13 326
130

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Consolidated Statement of Cash Flows

3 months ended 3 months ended
31.03.2018 31.03.2017
Cash flows from operating activities - -
Net profit for the reporting period 254 068 321 190
Adjustments:
Income tax in profit or loss 52 840 81 615
Depreciation 363 351 283 847
Loss on sale and liquidation of property, plant and equipment 3 290 3 787
Loss/ (profit) on sale of financial assets 3 256 (50 556)
Interest income (17 551) (2 113)
Interest expense 55 718 21 031
Gain on measurement of financial instruments (2 110) (70 211)
Share in profit/loss of affiliates and jointly-controlled entities (12 609) -
Other adjustments (2 427) (2 998)
443 758 264 402
Income tax paid (59 608) (104 302)
Changes in working capital:
CO2 emission rights 9 702 13 874
Inventories 48 315 41 273
Trade and other receivables (114 149) (99 444)
Trade and other payables 16 172 140 462
Employee benefits liabilities (74 538) (30 879)
Deferred income due to subsidies, connection fees and other 20 835 (4 588)
Other provisions for liabilities and other charges 188 777 30 282
95 114 90 980
Net cash flows from operating activities 733 332 572 270
Cash flows from investing activities - -
Acquisition of property, plant and equipment and intangible assets (574 457) (559 046)
Inflows from disposal of property, plant and equipment and intangible assets 604 1 017
Acquisition of financial assets (4 800) (6 500)
Inflows from disposal of financial assets 12 394 1 223
Acquisition of subsidiaries, affiliates and jointly-controlled entities adjusted by
acquired cash (170 194) (1 172 857)
Outflows due to cash deposited in the bank account of the Mine Closure Fund (26) (26)
Interest received 1 797 2 083
Other inflows from investing activities 4 380 1 115
Net cash flows from investing activities (730 302) (1 732 991)
Cash flows from financing activities - -
Loans and borrowings received 700 250 000
Bond issue - 150 000
Loans and borrowings repaid (10 828) (2 815)
Bonds redemption (122 500) (300 000)
Expenses related to payment of finance lease liabilities (495) (612)
Interest paid (42 517) (38 034)
Expenses related to future issue of bonds - (422)
Other expenses from financing activities (2 202) (2 951)
Net cash flows from financing activities (177 842) 55 166
Total net cash flows (174 812) (1 105 555)
Opening balance of cash 2 687 126 2 340 217
Closing balance of cash 2 512 314 1 234 662

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Notes to the Abbreviated Interim Consolidated Financial Statements

1. General information about ENEA S.A. and the ENEA Capital Group

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

The core business activity of the ENEA

  • generation of electricity and thermal energy (ENEA Wytwarzanie Sp. z o.o., ENEA Sp. z z o.o., ENEA .);
  • trading in electricity (ENEA S.A., ENEA Trading Sp. z o.o.);
  • distribution of electricity (ENEA Operator Sp. z o.o.);
  • distribution of heat (ENEA Sp. z o.o. z o.o., ENEA
  • mining and cleaning of hard coal

As at 31 March 2018, the shareholding structure of the Parent Company was as follows: the State Treasury of the Republic of Poland held 51.50% of shares, PZU TFI - 9.96% and other shareholders - 38.54%.

As at 31 March 2018, the statutory share capital of ENEA S.A. amounted to PLN 441,443 thousand (PLN 588,018 thousand following conversion to the IFRS-EU taking into account hyperinflation and other adjustments) and it was divided into 441,442,578 shares.

As at 31 March 2018, the Capital Group comprised the parent company, ENEA subsidiaries, 10 indirect subsidiaries, 1 affiliate and 4 jointly-controlled entities.

These Abbreviated Interim Consolidated Financial Statements should be read together with the Consolidated Financial Statements of the ENEA Capital Group for the financial year ended 31 December 2017.

( )

The Abbreviated Interim Consolidated Financial Statements The consolidated financial statements have been prepared based on the assumption that the Group will be able to continue as a going concern in the foreseeable future. No .

2. Statement of compliance

These Abbreviated Interim Consolidated Financial Statements have been prepared in conformity with the requirements of the International Financial Reporting Standard IAS34 Interim Financial Reporting, which has been approved by the European Union and adopted by the Management Board of ENEA S.A.

The Management Board of the Parent Company has applied its best knowledge as to the application of the standards and interpretation as well as the methods and principles of measurement of individual items of the Abbreviated Interim Consolidated Financial Statements of the ENEA Capital Group in conformity with the IFRS-EU as at 31 March 2018. Due diligence has been applied while preparing the presented statements and explanations. These Abbreviated Interim Consolidated Financial Statements have not been reviewed by chartered accountant.

3. Accounting principles applied

These Abbreviated Interim Consolidated Financial Statements have been drawn up using the accounting principles consistent with the principles used upon drawing up the last annual consolidated financial statements for the financial year ended 31 December 2017, except for the accounting principles ensuing from the IFRS 9 Financial Instruments and IFRS 15 Revenues from Contracts with Customers that took effect on 1 January 2018.

3.1. Functional currency and presentation currency

The reporting currency of the presented Abbreviated Interim Consolidated Financial Statements is Polish zloty. Figures in the Abbreviated Interim Consolidated Financial Statements are presented in thousand Polish zlot unless indicated otherwise.

3.2. Costs of contract conclusion

The costs of concluding a contract are costs incurred by the Group in order to enter into a contract with a customer that the Group would not have incurred had the contract not been concluded (including the costs of partner commissions due to the conclusion of contracts for the sale of electricity). The costs that would have been incurred irrespective of the fact of concluding the contract are presented in the result of the period in which they were incurred.

3.3. Financial assets

The Group classifies its financial instruments in the following categories:

  • financial assets measured at fair value through profit or loss,
  • equity instruments measured through other comprehensive income,
  • financial assets measured at amortized cost,
  • financial assets measured at fair value through other comprehensive income.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

  • a) Financial assets measured at fair value through profit or loss include:
  • financial assets held for trading (including, among others, derivative instruments to which hedge accounting is not applied),
  • financial assets designated voluntarily for this category,
  • financial assets that do not meet the definition of a basic loan agreement, including equity instruments such as stocks and shares, except for those designated to equity instruments through other comprehensive income,
  • financial assets that meet the definition of a basic loan agreement that are not maintained in accordance with the business model to realize cash flows or to realize cash flows or sales.

Assets in this category are classified as current assets if they are held for trading or are expected to be realised within 12 months of the balance sheet date.

b) Financial assets measured at amortized cost

Financial assets measured at amortized cost are financial assets held within a business model, the purpose of which is to hold financial assets to collect the contractual cash flows and whose contractual terms meet the criteria of the basic loan agreement.

c) Financial assets measured at fair value through other comprehensive income

Financial assets measured at fair value through other comprehensive income are financial assets held within a business model, the purpose of which is both to collect the contractual cash flows and to sell financial assets; and whose contractual terms meet the criteria of the basic loan agreement.

d) Equity instruments measured through other comprehensive income

Equity instruments measured through other comprehensive income include investments in an equity instrument classified voluntarily and irrevocably at the moment of initial recognition. Equity instruments meeting the criteria of assets held for trading and meeting the criteria of a conditional payment recognized by the acquiring company as part of a merger of companies may not be included in such classification.

At the moment of initial recognition, the Group measures a financial asset subject to classification for the purposes of its valuation at its fair value. An exception to this rule are trade receivables without a significant financial component, which are valued at the transaction price.

The fair value of financial assets not included in the fair value measurement through profit or loss is increased by transaction costs which can be directly attributed to the acquisition of these assets.

Financial assets measured at fair value through profit or loss are measured at fair value as at each balance sheet date. The fair value determined as at the balance sheet date is not adjusted for transaction costs that should be incurred for the realisation of a given item. Results of revaluation to fair value for assets in this category are recognized in the financial result. In the case of removing a given item from the books, the Group determines the gain or loss on disposal and recognizes it in the financial result for the period.

Financial assets measured at amortized cost assets are measured at amortized cost on each balance sheet date.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Amortized cost of a financial asset is an amount at which the financial asset is measured at the time of its initial recognition, reduced by repayment of the principal amount and increased or decreased by accumulated depreciation (determined using the effective interest rate) of all differences between such initial amount and the amount at maturity, and adjusted for any allowances for expected credit losses.

Financial assets measured at fair value through other comprehensive income are measured at fair value as at each balance sheet date. The fair value determined as at the balance sheet date is not adjusted for transaction costs that should be incurred for the realisation of a given item. Interest accrued for such items and revaluation write-offs for expected credit losses are recognized in the financial result of the period, and remaining revaluation to fair value is recognized as other comprehensive income.

Equity instruments classified as measured through other comprehensive income are measured at fair value at each balance sheet date. The fair value determined as at the balance sheet date is not adjusted for transaction costs that should be incurred for the realisation of a given item. Revaluation to fair value is recognized as other comprehensive income.

3.4. Hedge accounting and derivative instruments

Derivative instruments used by the Group to hedge against specific risks related, among others, to changes in interest rates and currency exchange rates, are measured at fair value. Derivative instruments are presented as assets if their value is positive and as liabilities if their value is negative.

The fair value of foreign currency contracts is determined by reference to current forward rates on contracts with the same maturity or based on a valuation received from independent entities. The fair value of interest rate swaps can be determined based on a valuation received from independent entities. The fair value of other derivative instruments is determined based on market data or based on a valuation obtained from independent institutions specialising in such valuation.

The Group may apply hedge accounting to a portion or the entire exposure to a specific risk if the hedging instrument and the hedged item that constitute the hedging relationship are part of the risk management objective and the hedging strategy.

The Group defines hedging relationships regarding various types of risk as a fair value hedge or cash flow hedge. Risk hedges in respect of probable future liabilities are settled as cash flow hedges.

When the hedging relationship is established, the Group documents the relationship between the hedging instrument and the hedged item and the risk management objectives, as well as the strategy for implementing various hedging transactions.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Derivative instruments that are hedging instruments are recognized by the Group in accordance with the principles of fair value hedge accounting or cash flow hedge accounting, if the following conditions are simultaneously met:

  • at the time of establishment of the hedge, the hedging relationship, as well as the purpose of risk management by the Company and the hedging strategy were officially designated and documented,
  • the hedging relationship includes only eligible hedging instruments and eligible hedged items,
  • the hedge is expected to be highly effective in offsetting changes in fair value or cash flows arising from the hedged risk, in line with the risk management strategy for that particular hedging relationship,
  • in the case of cash flow hedges, the planned transaction being the subject of hedge must be highly probable and must be subject to the risk of changes in cash flows, which as a result may affect the financial result,
  • hedging efficiency can be credibly assessed.

If the Group identifies the ineffectiveness of the hedge beyond the adopted risk management objectives, and the hedging relationship continues to implement the risk management strategy and risk management objectives, the Company restores the balance of the hedging relationship.

The Group discontinues applying hedge accounting principles prospectively if:

  • the hedge no longer meets the criteria for hedge accounting due to the fact that the hedging instrument expires, is sold, terminated or executed,
  • the hedge no longer meets the criteria for hedge accounting in connection with a change of the risk management strategy or risk management objectives.

The Group does not dissolve the hedging relationship that:

  • still meets the risk management objective on the basis of which the hedge was deemed eligible for inclusion in hedge accounting, and
  • continues to meet all other eligibility criteria (taking into account, if applicable, restoring the balance of the hedging relationship).

If fair value hedges are applied to items other than an equity instrument classified as an equity instrument through other comprehensive income, the Group:

  • recognizes gains or losses arising from the revaluation of the fair value of the derivative hedging instrument in the financial result, and
  • adjusts the book value of the hedged item by the gain or loss related to the hedged item resulting from the risk being hedged and recognizes it in the financial result of the current period.

If fair value hedge is applied to an equity instrument classified as an equity instrument through other comprehensive income, the Group:

  • recognizes gains and losses arising from the revaluation of the fair value of the hedging derivative instrument in other comprehensive income, and
  • measures the equity instrument through other comprehensive income by recognising revaluation in other comprehensive income.

( )

Cash flow hedge is a hedge against the threat of cash flow volatility, which can be attributed to a specific risk related to a recognized asset or liability or a highly probable planned transaction that could affect the financial result. The planned transaction is a transaction that is not yet a result of a concluded, binding contract (expected future transaction).

When using cash flow hedge accounting, the Group:

  • recognizes the effective part of changes in the fair value of derivative instruments designated as cash flow hedges in the revaluation reserve,
  • recognizes the profit or loss related to the ineffective part in the financial result for the current period.

If the hedge of a planned transaction results in the recognition of a financial asset or financial liability, the related gain or loss that was included in the revaluation reserve is transferred to the financial result in the same period or periods in which the acquired asset or liability affects the financial result. However, if the Group expects that all or part of the losses recognized in the revaluation reserve will not be recovered in one or more future periods, it recognizes in the financial result the amount that is not expected to be recovered.

If the hedge of a planned transaction results in the recognition of a non-financial asset or non-financial liability or a planned transaction involving a non-financial asset or a non-financial liability becomes a probable future liability to which fair value hedge is applied, the Group excludes the related gain or loss that was recognized in the revaluation reserve and includes it in the initial cost of acquisition or in another carrying amount of an assets or liabilities item.

If the Group ceases to apply cash flow hedge accounting in accordance with the criteria specified above, the accumulated profits or losses from the hedging instrument included in the revaluation reserve remain in them until the hedged transaction is performed. If the hedged transaction is not carried out (or is not expected), the cumulative net result included in the revaluation capital is transferred immediately to the profit and loss account.

3.5. CO2 emission rights

Conversion of rights of different economic characteristics (e.g. EUA/CER) is reflected as two transactions:

transaction of disposal (sale) and transaction of purchase.

Profit/(loss) on disposal (sale) is recognised as a gain or expense in the financial result.

If rights are converted without financial settlement, the Group determines the profit or loss on the disposal of the transferred rights as the difference between the initial value of the newly acquired rights and balance sheet value (carrying amount) of the disposed (transferred) rights.

Each time upon conclusion of conversion contracts the Group assesses whether the acquired right is governed by the financial instruments regulations referred to in IFRS 9. If the acquired right is subject to the financial instruments regulations (IFRS 9), its initial value is determined based on its fair (market) value as at the date of contract conclusion. If the right acquired by conversion is not subject to IFRS 9, its initial value is determined on the basis of the fair (market) value of the transferred right.

3.6. Trade and other receivables

Trade receivables are initially recognised at the transaction price and subsequently they are measured at amortized cost using the effective interest rate, including impairment write-offs. In a situation where there are no differences between the initial value of receivables and the amount (amounts) on the due date (due dates), interest accrued using the effective rate does not appear

An impairment write-off on receivables is determined based on the expected credit losses. The expected credit losses account for both the occurrences of default of counterparties as well as potential estimated credit losses. The write-off is charged to costs recognized in the profit and loss account and other comprehensive income at the end of each reporting period.

3.7. Contract assets

In its statement of financial position, the Group recognizes a contract asset being the Group's right to remuneration in exchange for goods or services which the Group has provided to the customer. An asset is recognized if the Group has fulfilled its obligation by supplying goods or services to the customer before the customer has paid the remuneration or before the due date.

3.8. Cash and cash equivalents

Cash and cash equivalents include cash in a bank account, bank deposits payable on demand, other short-term investments with an initial maturity of up to three months and with high liquidity. Cash at hand is measured at each balance sheet date at face value. Cash in bank, bank deposits payable on demand and other short-term investments with an initial maturity of up to three months and with high liquidity are measured as at each balance sheet date at amortized cost (at the nominal/initial value plus interest accrued until the balance sheet date, adjusted for a write-off for anticipated credit losses).

3.9. Financial liabilities, including loans and credits, debt securities

Financial liabilities including trade accounts payable and other liabilities are initially recognized at fair value, less transaction costs incurred.

Financial liabilities including credits and loans and debt securities are classified as at the moment of their initial recognition in the following categories:

  • financial liabilities measured at fair value through profit or loss,
  • financial liabilities measured at amortised cost.

Financial liabilities measured at fair value through profit or loss include:

financial liabilities that meet the definition of liabilities held for trading, including derivative instruments not used in hedge accounting,

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

financial liabilities voluntarily designated by the Group as measured at fair value through profit or loss.

Financial liabilities measured at amortized cost include all financial liabilities subject to classification for the purposes of measurement, not included in financial liabilities measured at fair value through profit or loss.

At the moment of initial recognition, the Group measures a financial liability subject to classification for the purposes of measurement at its fair value.

The fair value of a financial liability not included in the fair value measurement through profit or loss is decreased by transaction costs that can be directly assigned to the issue (incurring/inception) of this liability.

The balance sheet valuation of a financial liability and the recognition of revaluations depend on the assignment of a given item to the appropriate category for the purposes of the valuation.

  • financial liabilities classified as financial liabilities measured at fair value through profit or loss are measured at fair value as at each balance sheet date. The fair value determined as at the balance sheet date is not adjusted for transaction costs that should be incurred for the settlement of a given item. Revaluation to fair value is recognized in the profit or loss of the period,
  • financial liabilities classified into the category of financial liabilities at amortized cost are measured at amortized cost as at each balance sheet date.

3.10. Contract liabilities

In its statement of financial position, the Group recognizes a contract liability being an obligation of the Group to supply goods or services to a customer in return for which the Group has received remuneration (or the amount of remuneration is due) from the customer.

If the customer has paid the remuneration or the Group is entitled to the amount of remuneration which is unconditional (i.e. payable) before the Group has supplied the goods or services to the customer, the Group presents the contract as a contract liability at the time of payment or when the payment becomes due (whichever happens first).

3.11. Recognition of revenues

The Group recognizes revenue when it meets (or in the course of fulfilling) the obligation to provide a performance by supplying the promised good or service (i.e. an asset) to the customer, at the same time acquiring the right to remuneration and the legal title to the asset. The transfer of an asset takes place when the customer gains control over this asset.

The transfer of control may take place over time, when the obligation to provide the performance is fulfilled and as time goes on, i.e. when:

the customer simultaneously obtains and draws benefits derived from the performance provided by the Group, as the Group provides this performance,

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

  • the provision of a performance by the Group results in the creation or improvement of an asset (for instance, work in progress), and control over this asset, as it is manufactured or improved, is exercised by the customer; or
  • the provision of a performance by the Group does not result in the creation of an asset of an alternative use for the Group, and the Group has an enforceable right to receive payment for the performance provided to-date.

When determining the degree of fulfilment of an obligation, the method based on results and the method based on outlays are used, taking into account the nature of the good or service being transferred.

Under revenues from core operations, the Group recognizes revenues from the sale of the following groups of products and services:

  • services provided on a continuous basis the amount of revenue depends on consumption (for instance, supply of electricity, thermal energy, natural gas, provision of distribution services). Revenues are recognised when the Group transfers control over a part of the service provided. The Group recognizes revenues in the amount of remuneration from the customer to which it is entitled, which directly corresponds to the value to the customer of the performance provided so far - this value is the amount that the Group has the right to invoice,
  • delivery of goods/services settled at a specified point in time (among others, sale of property rights). Revenues are recognized when control over the product/service is transferred. The transfer of control takes place when the goods are made available to the customer or when the provision of a given service is completed,
  • services provided on a continuous basis the amount of revenue depends on the passage of time (for instance, sale of lighting services, process support services). Revenues from the sale of services are settled over time: since such services are provided on a continuous basis, a part of the performance is transferred at each moment of the service provision process. Due to the fact that the value of the services provided to the customer does not differ during different settlement periods, the Group recognises revenues due to the provided services based on fixed monthly payments (independent of actual consumption),
  • services provided on a continuous basis based on the progress of the works (for instance, construction services). The obligation to perform the service is fulfilled over time, as the provision of the service results in the creation or improvement of an asset and control over this asset is exercised by the customer. Revenues from the provided services are recognised over time, using the method based on outlays (the cost method). That method is used to determine the degree of contract completion by comparing the amount of costs incurred on the contract performance with the total cost of the contract as per the budget.

The recognition of sales revenues in the amount of net remuneration occurs when the Group acts as an intermediary (agent), i.e. its obligation to provide a performance consists in ensuring delivery of goods or services by another entity. Such revenue is recognized in the form of a fee or commission to which - in accordance with the Group's expectations it will be entitled in exchange for ensuring delivery of goods or services by another entity. The fee or commission due to the Group may be the amount of net remuneration which the Group retains after paying a remuneration to another entity in exchange for goods or services provided by that entity.

Interest revenues are recognized on an accrual basis using the effective interest rate, if obtaining them is not doubtful.

Dividend revenues are recognised at the time of acquisition of the right to receive payment.

3.12. Connection fees

Revenues from connection fees are presented on a one-off basis in revenues as at the time of completion of connection works. The connection fees that have so far been settled over time as at 1 January 2018 adjust the opening balance of retained earnings and are not subject to further settlement.

3.13. Methods of implementation of the new standards

IFRS 9 - the Group has implemented IFRS 9 retrospectively with the recognition of adjustments as at 01.01.2018. The Group applies IFRS 9 in accordance with its transitional provisions - it does not convert comparative data for previous periods, i.e. 01.01.2017 and 31.12.2017 to reflect the requirements of IFRS 9 in terms of valuation. As at 01.01.2018 the Group created trade and other receivables revaluation write-offs amounting to PLN 4,478 thousand net.

IFRS 15 - the Group has implemented IFRS 15 retrospectively with the combined effect of the first application and it recognizes the combined effect of the first application of the standard as an adjustment to the initial balance of retained earnings in the reporting period in which the first application date falls. Revenues from connection which have so far been settled over time (for tasks completed until 31 December 2009) were recognized as an adjustment of the opening balance of retained earnings amounting to PLN 417,392 thousand. Revenues due to assets received until 31 December 2009, were presented as an adjustment of the opening balance of retained earnings in an amount of PLN 70,735 thousand. The impact of the aforementioned adjustments on the opening balance of retained earnings amounted to PLN 395,383 thousand net.

4. Change of items presentation in the statement of financial position

In connection with the entry into force of IFRS 9 and the resulting new classification of financial assets, the Company's management has decided to change the presentation of financial assets in the statement of financial position, therefore in the financial statements in 2018 new categories of financial assets replacing the existing ones appear. They are respectively:

  • Financial assets measured at fair value,
  • Debt financial assets measured at amortized cost and
  • Financial liabilities measured at fair value.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Data Data
approved
31.12.2017
converted
31.12.2017
ASSETS - -
Non-current assets - -
Property, plant and equipment 20 416 867 20 416 867
Perpetual usufruct of land 105 571 105 571
Intangible assets 418 248 418 248
Investment property 26 981 26 981
Investments in affiliates and jointly controlled entities 355 152 355 152
Deferred income tax assets 501 945 501 945
Financial assets measured at fair value - 103 615
Debt financial assets measured at amortised cost - 2 940
Financial assets available for sale 40 698 -
Financial assets measured at fair value through profit or loss 33 364 -
Derivative instruments 29 553 -
Trade and other receivables 30 729 27 789
Costs of contract conclusion - -
Cash deposited within the Mine Closure Fund 121 806 121 806
Total assets 22 080 914 22 080 914
Current assets - -
CO2 emission rights 595 533 595 533
Inventory 846 187 846 187
Trade and other receivables 1 903 568 1 893 530
Cost of contract conclusion - -
Customer contract assets - -
Current income tax receivables 149 859 149 859
Financial assets measured at fair value - 49 329
Debt financial assets measured at amortised cost - 10 516
Financial assets held until maturity 478 -
Financial assets measured at fair value through profit or loss 49 329 -
Cash and cash equivalents 2 687 126 2 687 126
Fixed assets held for sale - -
Current assets 6 232 080 6 232 080
Total assets 28 312 994 28 312 994

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Data
approved
31.12.2017
Data
converted
31.12.2017
LIABILITIES AND EQUITY
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 741 741
Other capital (27 101) (27 101)
Reserve capital from valuation of hedging instruments 25 967 25 967
Retained earnings 8 858 130 8 858 130
Equity attributable to shareholders of the Parent Company 13 078 219 13 078 219
Non-controlling shares 921 450 921 450
Equity 13 999 669 13 999 669
LIABILITIES - -
Long-term liabilities - -
Loans, borrowings and debt securities 7 720 091 7 720 091
Trade and other accounts payable 57 579 57 579
Customer contract liabilities - -
Financial lease liabilities 1 651 1 651
Settlement of income due to subsidies and connection fees and other 645 443 645 443
Provision for deferred income tax 245 240 245 240
Liabilities due to employee benefits 739 946 739 946
Financial liabilities measured at fair value - 9 875
Financial liabilities measured at fair value through profit or loss 9 875 -
Provisions for other liabilities and other charges 643 187 643 187
Long-term liabilities 10 063 012 10 063 012
Current liabilities - -
Loans, borrowings and debt securities 539 429 539 429
Trade and other accounts payable 2 051 385 2 051 385
Customer contract liabilities - -
Financial lease liabilities 1 942 1 942
Settlement of income due to subsidies and connection fees and other 92 422 92 422
Current income tax liabilities 1 797 1 797
Liabilities due to employee benefits 437 943 437 943
Liabilities due to an equivalent of the right to acquire shares free of charge 281 281
Financial liabilities measured at fair value - 41 185
Financial liabilities measured at fair value through profit or loss 41 185 -
Provisions for other liabilities and other charges 1 083 929 1 083 929
Short-term liabilities 4 250 313 4 250 313
Total liabilities 14 313 325 14 313 325
Total equity and liabilities 28 312 994 28 312 994

( )

Long-term financial assets measured at fair value

The following items have been moved to Long-term financial assets measured at fair value

  • Financial assets available for sale PLN 40,698 thousand;
  • Financial assets measured at fair value through profit or loss PLN 33,364 thousand;
  • Derivative instruments PLN 29,553 thousand.

Short-term financial assets measured at fair value

The following items have been moved to Short-term financial assets measured at fair value

Financial assets measured at fair value through profit or loss PLN 49,329 thousand.

Long-term debt financial assets measured at amortized cost

The following -term debt financial assets measured at amortized cost:

Long-term loans granted PLN 2,940 thousand ( - ).

Short-term debt financial assets measured at amortized cost

The -

  • Short-term loans granted PLN 10,038 thousand ( );
  • Financial assets held until maturity PLN 478 thousand.

Long-term financial liabilities measured at fair value

The following items have been moved to Long-term financial liabilities measured at fair value

financial liabilities measured at fair value through profit or loss of PLN 9,875 thousand.

Short-term financial liabilities measured at fair value

The following items have been moved to Short-term financial liabilities measured at fair value

financial liabilities measured at fair value through profit or loss of PLN 41,185 thousand.

5. Material estimates and assumptions

Preparation of the Abbreviated Interim Consolidated Financial Statements in accordance with IAS 34 requires that the Management Board should adopt certain assumptions and make estimates that affect the adopted accounting principles and the amounts disclosed in the Abbreviated Interim Consolidated Financial Statements and in the notes to these financial statements. The assumptions and estimates are based on the best knowledge of the Management Board regarding current and future events and activities. Actual results, however, may differ from those anticipated. Estimates adopted upon drawing up of the Abbreviated Interim Consolidated Financial Statements are consistent with the estimates adopted upon drawing up of the standalone financial statements for the last financial year. The estimates provided in previous financial years do not have a material impact on the current interim period.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

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

ENEA ENEA
in the total in the total
1Name and address of company number of votes number of votes
[%]
31.03.2018
[%]
31.12.2017
1. ENEA Operator Sp. z o.o. subsidiary 100 100
2. ENEA Wytwarzanie Sp. z o.o. subsidiary 100 100
3. ENEA subsidiary 100 100
4. ENEA subsidiary 100 100
5. ENEA Trading Sp. z o.o. subsidiary 100 100
6. ENEA Logistyka Sp. z o.o. subsidiary 100 100
7. ENEA Serwis Sp. z o.o. subsidiary 100 100
Lipno, Gronówko 30
ENEA Centrum Sp. z o.o.
8. . Górecka 1 subsidiary 100 100
9. ENEA Pomiary Sp. z o.o. subsidiary 100 100
10. ENERGO-TOUR Sp. z o.o. in liquidation subsidiary 1005 1005
11. ENEA Innowacje Sp. z o.o. 9
II 25
subsidiary 1009 100
12. subsidiary 65,99 65,99
Bogdanka, Puchaczów
Annacond Enterprises Sp. z o.o. in liquidation 7
13. subsidiary 61 61
14. Polimex
Mostostal S.A.
Warszawa, al. Jana
associate 16,48 16,48
15. Polska Grupa Górnicza S.A. jointly-controlled
company
7,6610 5,81
6 jointly-controlled
16. company 5011 23,79
17. ENEA Bioenergia Sp. z o.o. indirect subsidiary 1004 1004
18. ENEA indirect subsidiary 1001 1001
19. Centralny System Wymiany Informacji Sp. z o.o. jointly-controlled
company
203 203
20. Oborniki, ul. Wybudowanie 56 indirect subsidiary 99,931 99,931
21. ENEA indirect subsidiary 91,141 91,141
22. Miejska Energet indirect subsidiary 71,111 71,111
23. EkoTRANS Bogdanka Sp. z o.o.
Bogdanka, Puchaczów
indirect subsidiary 65,992 65,992
24. RG Bogdanka Sp. z o.o.
Bogdanka, Puchaczów
indirect subsidiary 65,992 65,992
25. MR Bogdanka Sp. z o.o. indirect subsidiary 65,992 65,992
26. Bogdanka, Puchaczów indirect subsidiary 58,532 58,532
Bogdanka, Puchaczów
ElectroMobility Poland S.A.
jointly-controlled
27. Warszawa, ul. Mysia 2 company 8
25
25
28. ENEA Badanie i Rozwój Sp. z o.o. indirect subsidiary 1001 1001

( )

1 indirect subsidiary through shares in ENEA Wytwarzanie Sp. z o.o.

2 indirect subsidiary through shares in .A.

3jointly-controlled company through shares in ENEA Operator Sp. z o.o.

4indirect subsidiary through shares in ENEA

5 On 30 March 2015, solution of the company following liquidation proceedings; the resolution took effect on 1 April 2015. On 5 November 2015, an application for deleting the company from the National Court Register was filed. As at the date of drawing up these consolidated financial statements, formalities relating to deleting the company from the National Court Register were still underway.

6 On S.A. into a limited liability company was registered in the National Court Register.

7 On 28 February 2018, the Extraordinary Meeting of Shareholders of Annacond Enterprises Sp. z o.o. adopted a resolution under which the company was put to liquidation.

8 Poland S.A. adopted a resolution on ting shares from PLN 1,000.00 to PLN 3,000.00. The share capital increase was registered in the National Court Register on 23 April 2018.

9 ENEA Innovation Sp. z o.o. adopted a resolution on ousand by creating 35,000 new shares with the nominal value of PLN 100.00 each. The share capital increase was registered in the National Court Register on 23 April 2018.

On 17 April 2018, the name of ENEA Innovation Sp. z o.o. was changed to ENEA Innowacje Sp. z o.o. in the National Court Register

10 On 31 January 2018, the Extraordinary Meeting of Shareholders of Polska Grupa Górnicza S.A. adopted a resolution on PLN 3,616,718 thousand to PLN 3,916,718 thousand by way of issue of 3,000,000 new shares with the nominal value of PLN 100.00 each. ENEA S.A. acquired 900,000 shares with the total nominal value of PLN 90,000 thousand, thus increasing the share of ENEA S.A share capital to 7.66%. On 6 April 2018, the share capital increase was registered with the National Court Register.

11 On 23 March 2018, ENEA S.A. concluded with ENERGA S.A. a contract of purchase of 1,201,036 shares of Elektrownia Os share capital by PLN 35,000 thousand, that is from PLN 229,100 thousand to PLN 264,100 thousand by creating 700,000 new shares privileged in terms of voting in such a way that one share will correspond to two votes, with the nominal value of PLN 50.00 each and the total nominal value of PLN 35,000 thousand. On 29 March 2018, ENEA S.A. signed a declaration of acquisition of 350,000 shares and covering them with a cash contribution in an amount of PLN 17,500 thousand. On 30 March 2018, ENEA S.A. made the cash contribution. The registration of the share capital increase in the National Court Register is still pending.

7. Segment reporting

services offered thereby. There are four business segments in the ENEA Capital Group:

  • trade purchase and sale of electricity,
  • distribution electricity distribution and transmission services,
  • generation generation of electricity and heat,
  • mining production and sale of coal, companies supporting the mining business,

and other business maintenance and upgrading of road lighting equipment, transport services, overhaul and construction services.

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

( )

Segment costs include the cost of goods sold to external customers and the cost of transactions carried out with other Group segments, which ensue from operations of a given segment and may be directly allocated to that segment.

In interappropriate margin enabling them to be independent in the market. EBITDA is defined as operating profit/loss less depreciation and impairment loss on non-financial non-current assets.

( )

Segment :

(a) 1 January to 31 March 2018 are as follows:

Trade Distribution Generation Mining Other
business
Exclusions Total
Net sales revenue 1 683 593 699 702 531 304 36 337 37 617 - 2 988 553
Inter-segment sales 254 946 5 989 1 113 009 362 360 102 954 (1 839 258) -
Total net sales revenue 1 938 539 705 691 1 644 313 398 697 140 571 (1 839 258) 2 988 553
Total costs (1 885 391) (534 424) (1 560 195) (359
494)
(134 323) 1 838 351 (2 635 476)
Segment profit/loss 53 148 171 267 84 118 39 203 6
248
(907) 353 077
Depreciation (142) (126 202) (143 091) (84
077)
(12 831)
EBITDA 53 290 297 469 227 209 123 280 19 079
% of net sales revenues 2,8% 42,2% 13,8% 30,9% 13,6%
Unallocated costs of the entire Group (overhead costs) (14 299)
Operating profit 338 778
Financial expenses (62 384)
Financial revenue 17 905
Share in profits of affiliates and jointly-controlled
entities
12 609
Income tax (52 840)
Net profit 254 068
Share in profit from non-controlling interests 13 312

( )

(b) to 31 March 2017 are as follows:

Trade Distribution Generation Mining Other
business
Exclusions Total
Net sales revenue 1 333 957 834 949 331 345 174 837 34 602 - 2 709 690
Inter-segment sales 113 156 4 835 558 418 290 400 94 974 (1 061 783) -
Total net sales revenue 1 447 113 839 784 889 763 465 237 129 576 (1 061 783) 2 709 690
Total costs (1 396 508) (697 246) (755 220) (375
644)
(133 641) 1 038 340 (2 319 919)
Segment profit/loss 50 605 142 538 134 543 89 593 (4
065)
(23
443)
389 771
Depreciation (217) (119 835) (67 704) (88
676)
(10 130)
EBITDA 50 822 262 373 202 247 178 269 6 065
% of net sales revenues 3,5% 31,2% 22,7% 38,3% 4,7%
Unallocated costs of the entire Group (overhead costs) (7 192)
Operating profit 382 579
Financial expenses (45 957)
Financial revenue 66 183
Income tax (81
615)
Net profit 321 190
Share in profit from non-controlling interests 25 960

Notes presented on pages 13-59 constitute an integral part of these consolidated financial statements.

( )

Segment reporting (continued)

(a) Other information regarding segments as at 31 March 2018 is as follows:

Trade Distribution Generation Mining Other
business
Exclusions Total
Property, plant and equipment 15 473 8 383 954 9 286 935 2 741 373 338 122 (456 155) 20 309 702
Trade and other receivables 1 092 606 305 376 521 492 243 799 99 539 (606 222) 1 656 590
Costs of contract conclusion 32 030 - - - - - 32 030
Customer contract assets 60 137 219 681 209 - 2 001 1 535 283 563
Total 1 200 246 8 909 011 9 808 636 2 985 172 439 662 (1 060 842) 22 281 885
ASSETS excluded from segmentation 5 737 793
-
whereof property, plant and equipment
10 442
-
whereof trade and other receivables
25
TOTAL: ASSETS 28 019 678
Trade and other payables 286 194 291 639 620 292 248 949 279 542 (583 159) 1 143 457
Customer contract liabilities 21 528 70 314 - 1 089 - (21 528) 71 403
Total 307 722 361 953 620 292 250 038 279 542 (604 687) 1 214 860
Equity and liabilities excluded from segmentation 26 804 818
-
whereof trade and other payables
598 478
TOTAL: EQUITY AND LIABILITIES 28 019 678
for the period of 3
months ended on 31 March 2018
Capital expenditure on property, plant and equipment and intangible
assets 8 113 044 60 259 84 856 3 336 548 262 051
Capital expenditure on property, plant and equipment and intangible
assets excluded from segmentation
-
Depreciation 142 126 202 143 091 84 077 12 831 (3 252) 363 091
Depreciation excluded from segmentation 260
Establishment/(termination /use) of receivables revaluation allowances 1 905 2 831 981 (4 490) (66) (1) 1 160

( )

(b) Other information regarding segments as at 31 December 2017 is as follows:

Trade Distribution Generation Mining Other
business
Exclusions Total
Property, plant and equipment 15 552 8
389 251
9
370 558
2
747 876
343 008 (460
228)
20
406 017
Trade and other receivables 1 004 500 515 632 654 299 209 966 107 015 (570
208)
1
921 204
Total 1 020 052 8
904 883
10
024 857
2
957 842
450 023 (1
030
436)
22
327 221
ASSETS excluded from segmentation 5
985 773
-
whereof property, plant and equipment
-
whereof trade and other receivables
10 850
115
TOTAL: ASSETS 28
312 994
Trade and other payables 332 284 454 598 1
040 323
278 978 369 194 (547
076)
1
928 301
Equity and liabilities excluded from segmentation 26
384 693
-
whereof trade and other payables
180 663
TOTAL: EQUITY AND LIABILITIES 28
312 994
or the period of 3 months ended on 31 March 2017
Capital expenditure on property, plant and equipment and intangible
assets
Capital expenditure on property, plant and equipment and intangible
assets excluded from segmentation
106 150 439 322 958 65 467 2 366 (6
713)
534
623
-
Depreciation 217 119 835 67 704 88 676 10 130 (2
979)
283 583
Depreciation excluded from segmentation 264
Establishment/(termination /use) of receivables revaluation
allowances
913 13 609 6 094 14 (904) (4) 19 722

Notes presented on pages 13-59 constitute an integral part of these consolidated financial statements.

8. Property, plant and equipment

Over the 3 months ended 31 March 2018, the Group purchased tangible fixed assets totalling at PLN 261,312 thousand (over the period of 3 months ended on 31 March 2017: PLN 529,050 thousand, respectively). Those amounts in particular refer to the generation segments (PLN 59,826 thousand), coal mining (PLN 84,845 thousand) and distribution (PLN 104,867 thousand).

Over the 3 months ended 31 March 2018, the Group sold and disposed of tangible fixed assets with the total net book value of PLN 6,594 thousand (Over the 3 months ended 31 March 2017: PLN 4,039 thousand, respectively).

Over the 3 months ended 31 March 2018, tangible fixed assets book value revaluation allowances were reduced by net amount of PLN 899 thousand (over the 3 months ended 31 March 2017 tangible fixed assets book value revaluation allowances were reduced by net amount of PLN 204 thousand).

As at 31 March 2018, the total tangible fixed assets book value revaluation write-off amounted to PLN 1,627,268 thousand (as at 31 December 2017, it amounted to PLN 1,628,167 respectively).

9. Intangible assets

Over the 3 months ended 31 March 2018, the Group acquired intangible assets totalling at PLN 739 thousand (over the 3 months ended 31 March 2017, the Group acquired intangible assets totalling at PLN 5,573 thousand).

Over the 3 months ended 31 March 2018, the Group recorded in the fixed assets register intangible assets originating from intangible assets under development totalling at PLN 8,005 thousand (over the 3 months ended 31 March 2017: PLN 9,294 thousand, respectively).

Over the 3 months ended 31 March 2018, the Group did not conduct any material transactions of sale or disposal of intangible assets (over the 3 months ended 31 March 2017, the Group did not conduct any material transactions of sale or disposal of intangible assets, either).

10. Investments in associates and jointly controlled entities

31.03.2018 31.12.2017
Opening balance 355 152 2 518
Share in the net change in assets 12 609 9 282
Acquisition of investments 170 931 344 562
Other changes - (1 210)
Closing balance 538 692 355 152

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

31.03.2018 31.12.2017
Polska Grupa Górnicza S.A. 312 777 210 000
128 048 52 335
Polimex - Mostostal S.A. 91 017 90 967
ElectroMobility Poland S.A. 6 850 1 850
538 692 355 152

10.1. Performance of the Investment Agreement with Energa S.A. and Elektro Sp. z o.o. concerning construction and operation of a power unit atElektrownia . z o.o.

On 19 September 2016, ENEA SA signed a Letter of Intent with Energa S.A. regarding initiating co-operation on the preparation, implementation and operation of a cutting-edge 1,000 MW coal-fired power unit at Elektrownia ).

and optimize the technical and economic parameters of the new power unit. The co-operation will also include organisation of the tendering proceedings in order to select the general contractor of the Investment Project.

n of the Investment Project, which fulfils the highest environmental and low-emission source of power in the National Grid System.

On 8 December 2016, the Company entered into an Investment Agreement regarding implementation of the referred to hereinabove. Pursuant to the aforesaid Agreement, the co-operation in principle will be organised in three stages: the Development Stage until the time the Notice to Proceed is issued to the General Contractor, the Construction Stage ion Stage commercial operation of ENEA SA will be obliged to participate in the Construction Stage provided that the condition of the Project profitability is fulfilled and Project funding does not violate the .

The condition precedent for the entry into force of the Investment Agreement was obtaining consent for the concentration, consisting in the acquisition of shares of the SPV for the purpose of the Project implementation, from the President of the Office for Competition and Consumer Protection (UOKiK). This condition was fulfilled on 11 January 2017.

On 19 December 2016, the special purpose vehicle announced a tender for selection of the general contractor for construc least 45%, operating on steam supercritical parameters. Subject to the fulfilment of the pre-determined assumptions (including, among others, an adequate participation of ENEA SA, Energa SA and Financial Investors, if any) and able to undertake the comprehensive implementation of the Project.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

In the performance of the Investment Agreement, in the period between 1 February 2017 and 23 March 2018, ENEA 50% in the share capital, at an amount of approximately PLN 101 million.

As a result of the aforesaid transactions, Energa S.A. and ENEA onstruction and operation of a new coalof the same number of representatives of both investors. Decisions regarding major activities will require a the foregoing, the investment project has been classified as a joint undertaking and it is recognized using the equity method.

In order to provide the company with sufficient funds, Energa S.A. and ENEA S.A. granted loans of PLN 10 million uant to an agreement of 23 November 2017. The loan granted by ENEA S.A. has been repaid.

joint-stock company to a limited liability company.

On 26 March 2018, the Company signed an Annexe to the Investment Agreement, under which the Parties increased the estimated total investment outlay resulting from commitments to be assumed at the Development Stage of the e the Notice to Proceed is issued to the General Contractor.

The investment outlay to be made by ENEA S.A. may amount to approximately PLN 226 million. The increase of the investment outlays is due to the need to ensure funding of, among others, organisational work resulting from the contract with the General Contractor, related investment projects and the functioning of the company Elektrownia Sp. z o.o.

ENEA S.A. acquired 350,000 shares in the share capital worth PLN 17,500 thousand. On 30 March 2018, ENEA S.A. made a cash contribution to the bank account of the special purpose vehicle. Energa S.A. acquired the 350,000 remaining shares. Registration of the share capital increase in the National Court Register is pending. Following registration of the share capital increase, ENEA change and it will still amount to 50% as the new shares in the increased share capital were acquired by ENEA S.A. and Energa S.A. pro rata to their shareholdings, i.e. at the 50:50 ratio.

On 4 o.o. completed the public tender procedure entitled "Construction of o.o. and Alstom Power System S.A.S as the General Contractor. The Consortium offered to complete the object of the procedure with the parameters specified in the offer for PLN 5,049,729 thousand net (PLN 6,023,035 thousand gross).

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Completion of the tender procedure is not tantamount to:

  • granting consent to the conclusion of a contract with the General Contractor in order that such consent be ;
  • granting consent to the issue of the Notice to Proceed issue of the NTP requires, among others, a prior Meeting for proceeding with the Construction Stage.

It is estimated that the investment outlays in connection with the conclusion of a contract between the Employer and the General Contractor until the issue of the NTP will not exceed an equivalent of 4% of the contractual price.

10.2. Recapitalisation of Polska Grupa Górnicza S.A.

In connection with sourcing of ENEA S.A. initiated talks with prospective investors regarding the possibilities of implementing the prospective Project and its future parameters.

On 28 October 2016, ENEA S.A. signed a z o.o. (the Investors) in which preliminary interest was expressed with regard to financial involvement in Katowicki

In view of the interest of Polska Grupa Górnicza S.A. (PGG) in the acquisition of selected assets of Katowicki Holding ENEA S.A. together with the hitherto Shareholders of PGG carried out the necessary reviews of the Business Plan presented by PGG and expressed interest in committing capital to Polska Grupa Górnicza S.A.

On 30 March 2017, the Supervisory Board of ENEA Grupa Górnicza S.A. and for the acquisition thereby of the new shares in the PGG capital with the nominal value of PLN 300 million in exchange for a cash contribution of PLN 300 million.

On 31 March 2017, the Company entered into:

  • an investment agreement determining the terms and conditions of financial investment in PGG (Investment Agreement),
  • a letter of agreement regarding exercising joint control over PGG (Annexe No. 1 to the Letter of Agreement concerning Polska Grupa Górnicza).

Investment Agreement

The parties to the Investment Agreement are: ENEA S.A., ENERGA Kogeneracja Sp. z o.o., PGE Górnictwo i Energetyka Konwencjonalna S.A., PGN o.o., Fundusz Inwestycji Polskich Przedsi biorstw Fundusz Inwestycyjny Zamkni ty Aktywów Niepublicznych (the Investors) and PGG. The Investment Agreement provided that PGG would acquire selected mining assets from Katowicki Holding W glowy S.A. pursuant to a preliminary agreement, that was entered into on 1 April 2017.

accession to PGG, the principles of operation of PGG and its governing bodies as well as the principles of withdrawal from the investment in PGG by the parties.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Within the frame of recapitalisation of PGG, ENEA S.A. committed itself to acquire new shares of PGG with the total nominal value of PLN 300 million in exchange for a cash contribution of PLN 300 million in three stages:

  • a) within the first stage, the Company acquired new shares of PGG with the nominal value of PLN 150 million in exchange for a cash contribution of PLN 150 million. Following the acquisition of those shares, the Company held a 4.39% share in the share capital of PGG. The first recapitalization took place in April 2017,
  • a) within the second stage, the Company acquired new shares of PGG with the nominal value of PLN 60 million in exchange for a cash contribution of PLN 60 million. Following the acquisition of those shares, the Company held a 5.81% share in the share capital of PGG. The second recapitalisation took place in June 2017;
  • b) within the third stage, the Company acquired by private subscription new B series shares of PGG with the nominal value of PLN 90 million in exchange for a cash contribution of PLN 90 million. ENEA S.A. increased its share in the share capital to 7.66%.

The Agreement determines the rules of appointment of Members of the Supervisory Board, according to which each Investor and the State Treasury will be entitled to appoint one member of the Supervisory Board which is to be composed of no more than eight members.

The Investment project complies with the Development Strategy of the ENEA Capital Group, where one of significant elements is securing raw material base for conventional power engineering.

On 31 March 2017, the following Investors: ENERGA Kogeneracja Sp. z o.o., PGE Górnictwo i Energetyka Konwencjonalna S.A., PGNiG TERMIKA S.A. and Fundusz Inwestycji Polskich Przedsi biorstw Fundusz Inwestycyjny Zamkni ty Aktywów Niepublicznych and ENEA S.A. entered into a Letter of Agreement regulating the method of agreeing on their common position with regard to decisions concerning the Company and exercising joint control over the Company. As far as ENEA S.A. is concerned, the Letter of Agreement was entered into on condition of obtaining consent for taking over joint control over the Company from the President of the Office for Competition and Consumer Protection (UOKiK). The consent of the UOKiK, referred to in the preceding sentence, was issued on 22 December 2017.

At the same time, on 31 March 2017, a letter of intent signed on 16 October 2016 by ENEA Towarzystwo Finansowe Silesia Sp. z o.o. regarding an earlier analysed capital investment in Katowicki Holding

Joint control was assumed on 22 December 2017. Transaction costs relating to the acquisition of the shares amount to PLN 2 million.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

The preliminary allocation of the purchase price of Polska Grupa Górnicza S.A. (based on initial valuation) to the fair value of net assets of Polska Grupa Górnicza S.A. as at 31 January 2018 (acquisition of the third tranche) is as follows:

Polska Grupa Górnicza S.A.
Acquisition price 300 000
Share in the fair value of acquired net assets 229 870
Goodwill regarding the shares held 70 130

11. Trade and other receivables revaluation write-offs

31.03.2018 31.12.2017
Receivables revaluation write-off at the beginning of the period 153 115 129 483
Adjustment due to implementation of IFRS 9 5 528 -
Opening balance following adjustment 158 643 129 483
Acquisition of subsidiary companies - 5 537
Created 2 263 45 263
Reversed (510) (6 834)
Used (6 121) (20 334)
Closing balance of revaluation write-off 154 275 153 115

Over the 3 months ended 31 March 2018, the write-off for revaluation of the book value of trade and other receivables increased by PLN 1,160 thousand (during the period of 3 months ended 31 March 2017, the revaluation write-off increased by PLN 19,722 thousand).

12. Customer contract assets and liabilities

Customer contract
assets
Customer contract
liabilities
Opening balance 245 026 67 707
Revenue presented in the period in which it was recognised
in the opening balance of customer contract liabilities
- (2 541)
Non-invoiced receivables 42 122 -
Increase due to advance payments - 6 237
Transfer from contract assets to accounts receivable (2 859) -
Revaluation write-off (726) -
Closing balance 283 563 71 403

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

13. Analysis of the age structure of customer contract assets, trade accounts receivable and other accounts receivable which constitute financial instruments

Nominal
value
Revaluation
write-off
Book value
31.03.2018
Trade and other accounts receivable
Current 1 124 713 (39 313) 1 085 400
Past due 291 244 (114 962) 176 282
0-30 days 94 899 (476) 94 423
31- 90 days 23 451 (2 309) 21 142
91-180 days 11 021 (3 939) 7 082
over 180 days 161 873 (108 238) 53 635
Total 1 415 957 (154 275) 1 261 682
Customer contract assets 284 289 (726) 283 563
31.12.2017 Nominal
value
Revaluation
allowance
Book value
Current 1 416 579 (20 264) 1 396 315
Past due 270 529 (132 851) 137 678
0-30 days 81 060 (193) 80 867
31- 90 days 18 264 (706) 17 558
91-180 days 8 894 (3 061) 5 833
Over 180 days 162 311 (128 891) 33 420
Total 1 687 108 (153 115) 1 533 993

14. Debt financial assets measured at amortised cost

31.03.2018 31.12.2017
(converted data)*
Short-term debt financial assets measured at amortised cost
Loans granted 57 10 038
Other 480 478
Short-term debt financial assets measured at amortised cost 537 10 516
Long-term debt financial assets measured at amortised cost
Loans granted 7 741 2 940
Long-term debt financial assets measured at amortised cost 7 741 2 940
TOTAL 8 278 13 456

In these interim consolidated financial statements there are no revaluation write-offs for expected credit losses other than those listed in Note 13 regarding customer contract assets and other accounts receivable that constitute financial instruments.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

15. Inventory

31.03.2018 31.12.2017
Materials 519 703 573 051
Semi-finished products and work in progress 986 632
Finished products 30 949 10 452
Certificates of energy origin 248 695 257 471
Goods for sale 11 234 11 471
Gross value of inventory 811 567 853 077
Inventory revaluation write-off (6 368) (6 890)
Net value of inventory 805 199 846 187

During the period of 3 months ended 31 March 2018, inventory book value revaluation write-off was reduced by PLN 522 thousand (over 3 months ended 31 March 2017, revaluation write-off was reduced by PLN 3,298 thousand).

16. Certificates of energy origin

31.03.2018 31.12.2017
Net value at the start of the period 257 046 161 459
Acquisition of subsidiaries - 48 672
In-house generation 28 263 126 680
Acquisition 49 568 152 690
Redemption of emission allowances (86 318) (190 736)
Sales (481) (43 522)
Change of revaluation allowance 518 1 803
Net value at the end of the period 248 596 257 046

17. Restricted access cash

As at 31 March 2018, restricted access cash amounted to PLN 274,144 thousand. It primarily comprised cash for transaction deposits relating to trading in electricity and CO2 emission allowances, tender bonds and deposits received from suppliers and blockage of cash to secure proper completion of works.

As at 31 December 2017, the total restricted access cash amounted to PLN 99,244 thousand.

18. Financial assets measured at fair value

purchase options regarding shares of Polimex-Mostostal S.A. Pursuant to the share purchase option agreement regarding shares of Polimex-Mostostal S.A. dated 18 January 2017, ENEA S.A. acquired call options from Towarzystwo Finansowe Silesia Sp. z o.o. The said agreement provides for the purchase of the total amount of 9,125 thousand shares at the nominal price of PLN 2.00 per share in three tranches, on the prescribed dates, i.e. 30 July 2020, 30 July 2021 and 30 July2022. Valuation of the call options to fair value was conducted using the Black-

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Scholes model. The book value of the shares as at 31 March 2018 amounted to PLN 22,249 thousand (the book value of the options as at 31 December 2017 amounted to PLN 23,836 thousand).

contracts for the purchase of electricity and gas, CO2 emission allowances and regarding property rights totalling at PLN 89,397 thousand (as at 31 December 2017, they amounted to PLN 58,857 thousand).

19. Loans, borrowings and debt securities

31.03.2018 31.12.2017
Bank loans 2 195 267 2 207 341
Borrowings 67 698 69 959
Bonds 5 396 832 5 442 791
Long-term 7 659 797 7 720 091
Bank loans 113 837 102 365
Borrowings 12 315 12 741
Bonds 350 786 424 323
Short-term 476 938 539 429
Total 8 136 735 8 259 520

During the period of 3 months ended 31 March 2018, the net book value of loans, borrowings and debt securities decreased by PLN 122,785 thousand. (During the period of 3 months ended 31 March 2017, the book value of loans and borrowings increased by PLN 102,511 thousand).

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Credits and loans

Presented below are loans and borrowings within the Group.

No. Company Lender Date of contract
conclusion
Total
contract
amount
Amount
outstanding
as at
31.03.2018
Amount
outstanding
as at
31.12.2017
Term of the
contract
1. ENEA S.A. EIB 18 October 2012
and 19 June
2013 (A i B)
1 425 000 1 349 447 1 357 174 31
December
2030
2. ENEA S.A. EIB 29 May 2015 (C) 946 000 946 000 946 000 30
September
2032
3. ENEA S.A. PKO BP 28 January
2014 , Annex
No. 1 dated 25
January 2017
300 000 - - 31
December
2019
4. ENEA S.A. Pekao S.A. 28 January
2014 , Annex
No. 1 dated 25
January 2017
150 000 - - 31
December
2019
5. ENEA Wytwarzanie Sp. z o.o. 6 June
2012
17 850 2 383 3 564 30
September
2018
6. ENEA Wytwarzanie Sp. z o.o. 22 December
2015
60 075 52 099 52 017 20
December
2026
7. LWB mBank 16 December
2016
100 000 - - 30
November
2018
8. Other - - - 33 805 35 847 -
TOTAL 2 998 925 2 383 734 2 394 602
Transaction costs and valuation effect
according to effective interest rate
5 383 (2 196)
TOTAL 2 998 925 2 389 117 2 392 406

Presented below is brief characteristics of material loan and credit agreements in the ENEA Capital Group:

ENEA S.A.

ENEA S.A. currently has finance contracts entered into with the EIB totalling PLN 2,371,000 thousand (Contract A of PLN 950,000 thousand, Contract B of PLN 475,000 thousand and Contract C of PLN 946,000 thousand). Funds obtained from the EIB are to be used to finance a multi-annual investment programme to modernise and extend the power grids of ENEA Operator Sp. z o.o. Funds under Contracts A, B and C have been fully used. The availability period of Contract C expired in December 2017. Interest rate of the loans may be fixed or floating.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

As at 15 March 2018, in conformity with the provisions of Contract A with the EIB, the Parties agreed on the change of the interest rate from floating to fixed for the second tranche of the loan amounting to PLN 170,000 thousand.

ENEA Wytwarzanie Sp. z o.o.

An investment loan from the National Fun the respective loan agreement was entered into on 6 June 2012 for a period between 1 October 2013 and 30 September 2018. The interest rate of the used amount of the loan of PLN 17,850 thousand is WIBOR 3M plus 50 basis point per annum.

a loan agreement of 22 December 2015 was entered into for a period from 1 April 2016 to 20 December 2026 with a limit of PLN 60,075 thousand. The interest rate of the used amount of the loan per annum is based on WIBOR 3M, but no less than 2 % . The grace period of the loan ends on 29 September 2018.

The total debt of ENEA Wytwarzanie Sp. z o.o. due to borrowings as at 31 March 2018 amounts to PLN 54,482 thousand (as at 31 December 2017: PLN 55,581 thousand).

On 16 December 2016, the company entered into an overdraft facility agreement with mBank up to an amount of PLN 100,000,000.00. The facility has a floating interest rate. The maturity date falls on 30 November 2018. As at the reporting date, the company did not use the loan limit.

( 0 unless specified otherwise)

Bonds issue programmes

The table below presents the bonds issued by ENEA S.A. and

No. Name of bond issue programme Programme
Date
Programme
Amount
Value of bonds
issued and not
redeemed as at
31.03.2018
Value of bonds
issued and not
redeemed as at
31.12.2017
Redemption
date
1. Bond Issue Programme
Agreement entered into with
PKO BP S.A., Bank PEKAO S.A.,
BZ WBK S.A., Bank Handlowy
w Warsaw S.A. (ENEA S.A.)
21 June 2012 3 000 000 3 000 000 3 000 000 One-off
redemption
between June
2020 and June
2022
2. Bond Issue Programme
Agreement entered into with
Bank Gospodarstwa Krajowego
(ENEA S.A.)
15 May 2014 1 000 000 920 000 960 000 Redemption in
instalments,
last instalment
payable in
December 2026
3. Bond Issue Programme
Agreement entered into with
S.A., BankPEKAO S.A. and
mBank S.A. (ENEA S.A.)
30 June 2014 5 000 000 1 500 000 1 500 000 One-off
redemption of a
given series in
February 2020
and September
2021
4. Bond Issue Programme
Agreement entered into with
Bank Gospodarstwa Krajowego
(ENEA S.A.)
3 December
2015
700 000 142 500 150 000 Redemption in
instalments,
last instalment
payable in
September
2027
5. Agreement on Bond Issue
Programme entered into with
Bank PEKAO S.A. (LWB)
23 September
2013
300 000 225 030 301 911 Redemption in
instalments,
last instalment
payable in
December 2018
6. Bond Issue Programme
Agreement entered into with
Bank PEKAO S.A. and Bank
Gospodarstwa Krajowego (LWB)
30 June 2014 300 000 - - Redemption in
March 2017
TOTAL 10 300 000 5 787 530 5 911 911
Transaction costs and valuation effect
according to effective interest rate
(39 912) (44 797)
TOTAL 10 300 000 5 747 618 5 867 114

ENEA S.A. enters into agreements regarding bond issue programmes in order to finance its current business operations and the investment needs of ENEA S.A. and its subsidiaries.

In the first quarter of 2018, ENEA S.A. . did not make any amendments to the Programme Agreements and did not enter into any new agreements. No new bonds have issued.

Notes presented on pages 13-59 constitute an integral part of these consolidated financial statements.

L financial liabilities under bonds issued by LWB currently pertain one programme agreement. Under the Programme Agreement entered into by the company and Bank Polska Kasa Opieki S.A. on 23 September 2013, 3,000 bonds were issued with the total value of PLN 300,000 thousand and bonds redemption date of 31 December 2018. The maturity date of the respective tranches of bonds of PLN 75,000 thousand each falls on 30 June 2018, 30 September 2018 and 30 December 2018. Bonds interest is based on WIBOR 3M increased by a fixed margin. On 30 March 2018, LWB redeemed 750 bonds with the value of PLN 100 thousand each, with the total value of PLN 75,000 thousand.

Interest rate risk hedging transactions

During the period of 3 months ended 31 March 2018, ENEA S.A. did not conclude any interest rate risk hedging transactions (Interest Rate Swap). The total exposure under bonds and loans hedged with the IRS transactions as at 31 March 2018 amounted to PLN 5,402,520 thousand. The concluded transactions significantly affect the predictability of cash flows and financial costs. Valuation of those instruments is presented by the Group under Financial assets measured at fair value Derivative instruments are regarded cash flow hedges and consequently they are recognised and settled in the books using the principles of hedge accounting.

As at 31 March 2018, valuation of IRS amounted to PLN 347 thousand (as at 31 December 2017: PLN 29,553 thousand).

Financing conditions covenants

Under financing agreements, the Company and the ENEA Capital Group are required to comply with certain financial ratios. As at 31 March 2018 and as at the date of drawing up these Abbreviated Interim Consolidated Financial Statements, the Group did not breach any provisions of loan agreements under which it would be required to earlier repay its long-term debt.

(all amounts give )

20. Financial Instruments

The table below shows a statement of fair values and book values:

31.03.2018 31.12.2017
(converted data)
Book value Fair value Book value Fair value
Long-term financial assets measured at fair value 79 257 79 257 103 615 103 615
Long-term financial assets measured
at amortised cost
7 741 7 741 2 940 2 940
Short-term financial assets measured at fair value 73 634 73 634 49 329 49 329
Short-term financial assets measured
at amortised cost
537 537 10 516 10 516
Trade and other accounts receivable 1 261 682 (*) 1 533 993 (*)
Customer contract assets 283 563 283 563 - -
Cash and cash equivalents 2 512 314 2 512 314 2 687 126 2 687 126
Cash deposited at the Mine Closure Fund 121 833 121 833 121 806 121 806
Credit, loans and debt securities 8 136 735 8 213 597 8 259 520 8 338 192
Financial lease liabilities 3 095 3 095 3 593 3 593
Trade and other liabilities 1 501 645 (*) 1 915 502 (*)
Financial liabilities measured at fair value 78 650 78 650 51 060 51 060

(*)The book value of trade and other receivables, trade and other liabilities is close to their fair value.

Financial assets measured at fair value include, among others:

  • shares and stocks in unrelated entities in which the participation in the equity is less than 20%. The item presents shares in PGE EJ1 Sp. z o.o. in the amount of PLN 26,902 thousand for which there is no market price listed on the active market and whose fair value - due to the initial phase of the company's operation - is determined on the basis of the incurred cost,
  • options of purchase of shares of Polimex-Mostostal S.A.,
  • derivative instruments which include the valuation of interest rate hedging transactions (Interest Rate Swaps). The fair value of derivative instruments is determined by calculating the net present value based on two yield curves, i.e. a curve to determine the discount factors, and a curve used to estimate future values of variable reference rates,
  • forward contracts for the purchase of electricity and gas, CO2 emission allowances and regarding property rights.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

(all amounts give )

Long-term debt financial assets measured at amortised cost include loans granted with maturity in excess of one year.

Short-term debt financial assets measured at amortised cost include, among others, loans granted with maturity below one year.

The table below shows an analysis of financial instruments measured at fair value, grouped according to a three-tier hierarchy, where:

Tier 1 - fair value is based on stock prices (unadjusted) offered for identical assets or liabilities in active markets,

Tier 2 - fair value is determined on the basis of values observed in the market, however not being direct market quotations (e.g. determined by reference, directly or indirectly, to similar instruments existing in the market),

Tier 3 - fair value is determined based on various valuation techniques not based, however, on any observable market information.

31.03.2018
Tier 1 Tier 2 Tier 3 Total
Financial assets measured at fair value
Derivative instruments used in hedge accounting
(among others, Interest Rate Swaps)
- 398 - 398
Equity instruments measured at fair value through
other comprehensive income
26 902 26 902
Call option (measured at fair value through profit or
loss)
- 22 249 - 22 249
Other derivative instruments measured at fair value
through profit or loss
- 88 557 - 88 557
Shares and stock measured at fair value through
profit or loss
13 395 1 390 14 785
Total 13 395 111 204 28 292 152 891
Financial liabilities measured at fair value through
profit or loss
Derivative instruments measured at fair value
through profit or loss - (78 650) - (78 650)
Total - (78 650) - (78 650)

Notes presented on pages 13-59 constitute an integral part of these consolidated financial statements.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

(all amounts give )

31.12.2017
Tier 1 Tier 2 Tier 3 Total
Derivative instruments
Interest Rate Swaps - 29 553 - 29 553
Financial assets measured at fair value through
profit or loss
Forward contracts - 58 857 - 58 857
Call options - 23 836 - 23 836
Financial assets available for sale
Not listed equity instruments - - 1 391 1 391
Total - 112 246 1 391 113 637
Financial liabilities measured at fair value through
profit or loss
Forward contracts - (51 060) - (51 060)
Total - (51 060) - (51 060)

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

31.03.2018 31.12.2017
Long-term
Deferred income due to subsidies 129 323 196 334
Deferred income due to connection charges - 401 514
Deferred income due to street lighting upgrading services 49 020 47 595
178 343 645 443
Short-term
Deferred income due to subsidies 9 531 13 864
Deferred income due to connection fees - 17 129
Advance payments received towards connection fees - 59 125
Deferred income due to street lighting upgrading services 1 677 1 125
Building contracts - estimate - 1 179
11 208 92 422
Deferred income schedule
31.03.2018 31.12.2017
Up to one year 11 208 92 422
From 1 to 5 years 50 141 134 426
Over 5 years 128 202 511 017
189 551 737 865

During the period of 3 months ended 31 March 2018, the book value of deferred income due to subsidies, connection fees and other decreased by net amount of PLN 548,314 thousand. This is primarily due to changes in the accounting principles resulting from the implementation of IFRS 15. These changes have been described in Note 3.

During the period of 3 months ended 31 March 2017, the book value of deferred income due to subsidies, connection fees and other increased by a net amount of PLN 316 thousand.

22. Deferred income tax

Changes in assets and provision for deferred income tax (after asset and provision compensation at the Group level) are as follows:

31.03.2018 31.12.2017
Opening balance of deferred income tax assets 501 945 403 257
Opening balance of provision for deferred income tax 245 240 191 798
Opening balance of net deferred income tax assets (256 705) (211 459)
Adjustment due to implementation of IFRS 9 and 15 91 694 -
Opening balance of net deferred income tax assets following adjustment (165 011) -
Acquisition of subsidiary companies - (142 936)
Amount recognised in the profit or loss 26 795 109 673
Amount recognised in other comprehensive income (5 392) (11 983)
Closing balance of net deferred income tax assets, whereof: (143 608) (256 705)
Closing balance of deferred income tax assets 475 059 501 945
Closing balance of provision for deferred income tax 331 451 245 240

During the period of 3 months ended 31 March 2018, as a result of reduction of the net deferred income tax asset, the amount 26,795 thousand (during the period of 3 months ended 31 March 2017, as a result of reduction of the net deferred income tax asset, the amount recognised in the 22,114 thousand).

23. Provisions for other liabilities and other charges

Provisions for liabilities and other charges broken down into long-term and short-term

31.03.2018 31.12.2017
Long-term 655 068 643 187
Short-term 1 083 235 1 083 929
Total 1 738 303 1 727 116

During the period of 3 months ended 31 March 2018, net provisions for other liabilities and other charged increased by PLN 11,187 thousand (during the period of 3 months ended 31 March 2017, provisions for other liabilities and other charged increased by PLN 72,313 thousand).

( rwise)

Change in provisions for liabilities and other charges

for the period ended 31.03.2018

Provision for non
contractual use of
land
Provision for
other claims
filed
Provision for
landfill
reclamation
Provision for
certificates of energy
origin
Provision for the
purchase of CO2
emission
allowances
Mine
decommissioning
Other Total
Opening balance 200 830 132 918 59 712 265 553 487 359 105 441 475 303 1 727 116
Reversal of discount and
discount rate change
- - - - - 859 - 859
Increase of existing
provisions
8 554 8 772 118 103 792 157 115 778 24 169 303
298
Provisions used (2) (1 201) - (86 406) (201 351) - (710) (289 670)
Reversal of unused
provision
(138) (492) (2
662)
- - - (8) (3 300)
Closing balance 209 244 139 997 57 168 282 939 443 123 107 078 498 754 1 738
303

In the first quarter of 2018, ENEA S.A. created a provision of PLN 5,533 thousand for prospective claims relating to the termination by ENEA S.A. of purchase contracts for certificates of energy origin from renewable sources and as at 31 March 2018, the value of that provision amounted to PLN 91,269 thousand.

Other provisions mainly concern:

  • 000 thousand (As at 31 December 2017: 129 000 thousand),
  • prospective liabilities relating to grid assets due to differences in the interpretation of legal provisions of PLN 150,749 thousand (as at 31 December 2017: PLN 147,609 thousand),
  • 114,600 thousand (as at 31 December 2017: PLN 113,547 thousand),
  • real estate tax of of PLN 44,662 thousand (as at 31 December 2017: PLN 42,353 thousand),
  • claims of the ZUS (Social Insurance Institution) regarding accident contribution at A. of PLN 21 669 thousand (as at 31 December 2017: PLN 21,340 thousand),
  • repair of mining damages of PLN 4,346 thousand (as at 31 December 2017: PLN 4,434 thousand).

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

Description of material claims and contingent liabilities on that account are presented in Note 27.

24. Net sales revenue

01.01.2018
31.03.2018
01.01.2017
31.03.2017
Revenue from sales of electricity 2 017 076 1 502 805
Revenue from sale of distribution services 692 829 828 528
Revenue from sale of goods and materials 18 291 14 882
Revenue from sale of other products and services 43 230 44 858
Revenue from sale of certificates of origin 1 693 161
Revenue from sale of CO2 emission rights 22 532 5 705
Revenue from sale of thermal energy 136 510 118 771
Revenue from sale of coal 23 438 158 429
Revenue from sale of gas 32 954 35 551
Total net sales revenue 2 988 553 2 709 690

The Group classified revenues based on the type of products/ services. Main product categories include revenues from sale of electricity (ENEA S.A., ENEA Wytwarzanie, ENEA Trading and ENEA and revenues from sale of distribution services (ENEA Operator).

Sale of electricity: the Group recognises revenues at the time of fulfilment or in the course of fulfilment of the obligation to provide performance by delivering the promised goods or service to the customer. Revenues are shown at prices determined in the respective sales contracts, reduced by estimated discounts and other reductions in sales. The main groups of contracts are electricity sale contracts (including comprehensive agreements) with individual, business, key and strategic customers. Under these contracts, service is provided continuously and the revenue depends on actual consumption. Sales to Izba Rozliczeniowa and Towarowa a Energii (Polish Power Exchange) are also recorded.

The standard term of payment of sales invoices for electricity at ENEA S.A. is 14 days from the date of issue of the VAT invoice. As far as business, key and strategic customers are concerned, that term may be subject to negotiations.

The term of payment of sales invoices regarding electricity sales to IRGiT is 1-3 days from the supply of energy and issue of the invoice. As far as trading at TGE is concerned, payment terms are determined in the Power Exchange Regulations. Sale of distribution services: Upon sale of distribution services, ENEA Operator charges a fee including separate components: variable component of grid rate, quality fee rate, fixed component of grid rate, subscription fee rate, transition fee and renewable energy charge.

As regards the quality fee, transition fee and renewable energy charge, ENEA Operator plays the role of the feecollecting entity forwarding relevant charges to other market participants, for instance to Polskie Sieci Elektroenergetyczne S.A. (PSE). The fees (i.e. quality fee, transition fee and renewable energy charge) may be classified as quasi-taxes collected on behalf of other entities. ENEA Operator acts as an intermediary collecting fees on behalf of other participants of the Energy market, including PSE. As a result, revenues from the sale of distribution services are reduced by the collected renewable energy charges, quality fees and transition fees. At the same time, costs relating to the acquisition of transmission services and costs relating to invoices received in connection with renewable energy support and generators support are adjusted.

Notes presented on pages 13-59 constitute an integral part of these consolidated financial statements.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

25. Related party transactions

Capital Group companies concludes transactions with the following related parties:

  • Companies forming the Capital Group these transactions are eliminated at the consolidation stage,
  • Transactions concluded between the Group and Members of its governing bodies which may be classified into two categories:
  • transactions resulting from appointments of Members of Supervisory Boards,
  • transactions under other civil law agreements;
  • Transactions with entities controlled by the State Treasury of the Republic of Poland.

ing bodies:

01.01.2018 -
31.03.2018
01.01.2017 -
31.03.2017
01.01.2018 -
31.03.2018
01.01.2017 -
31.03.2017
Remuneration under managerial contracts
and consultancy agreements
730* 675 - -
Remuneration relating to appointment of
members of management and supervisory
bodies - - 215 201
TOTAL 730 675 215 201

* remuneration includes compensation under the non-competition clause for former Management Board Members amounting to PLN 55 thousand

During the period of 3 months ended 31 March 2018, no loans were granted to Supervisory Board Members from the Company Social Benefits Fund (PLN 0.00 for the period of 3 months ended 31 March 2017 ). During that period loans totalling 1 thousand were repaid (PLN 1 thousand for the period of 3 months ended 31 March 2017 ).

Other transactions pursuant to civil law agreements concluded between the Parent Company and members of the pany cars by Management Board Members of ENEA S.A. for private purposes.

The Group also concludes business transactions with state government and local government units owned by the State Treasury of the Republic of Poland.

Those transactions primarily concern:

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

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

sale of electricity, distribution services, connection to the grid and other related charges and sale of coal, provided by the Group both to state and local administration units (sale to end consumers) and to companies controlled by the State Treasury (wholesale and retail sales to end consumers).

conditions applied in transactions with other entities. The Group does not keep a register that would allow aggregating the value of all transactions with state institutions and State Treasury-controlled companies.

26. Future liabilities under contracts concluded as at the reporting date

Contractual liabilities relating to the acquisition of property, plant and equipment and intangible assets contracted as at the reporting date, not yet recognized in the statement of financial position are as follows:

31.03.2018 31.12.2017
Acquisition of tangible fixed assets 1 222 322 1 138 756
Acquisition of intangible assets 33 211 34 029
1 255 533 1 172 785

27. Contingent liabilities and proceedings before courts, arbitration or public administration bodies

27.1. Sureties and guarantees

The table below shows significant bank guarantees under agreements entered into by and between ENEA S.A. and Bank BZ WBK S.A. up to the limit specified therein as at 31 March 2018.

Date of
guarantee
Guarantee
expiry date
Guarantee issued to Issuing Bank Guarantee
amount in
01.01.2016 11.08.2018 Górecka Projekt
Sp. z o.o.
BZ WBK S.A. 1 944
Total bank guarantees granted 1 944

27.2. Proceedings pending before common courts of law

Proceedings brought by the Group

Proceedings instituted before common courts by ENEA S.A. and ENEA Operator Sp. z o.o. concern the recovery of receivables due to electricity supply (energy cases) and recovery of receivables on other accounts, e.g. illegal electricity consumption, connections to the grid and other specialist services (non-energy cases).

Proceedings instituted before common courts of law by ENEA Wytwarzanie Sp. z o.o. mostly concern compensations .

As at 31 March 2018, the Group was pursuing a total of 15,591 actions with the value of the claims amounting to PLN 207,585 thousand (as at 31 December 2017, there were 16,176 cases totalling PLN 219,335 thousand).

The outcome of neither individual case is material for the financial result of the Capital Group.

Proceedings against the Group

Proceedings against the Group are brought both by natural and legal persons. They concern, among others, issues such as compensation for interruptions in energy supply, determination of illegal consumption of energy and compensation for the Company's use of real estate on which power devices are located. The Group considers claims for noncontractual use of land not owned by the Group to be particularly important .

There are also claim due to terminated contracts for the purchase of property rights (Note 27.6).

Court proceedings against ENEA Wytwarzanie Sp. z o.o. concern, among others, compensations and payment of liquidated damages.

As at 31 March 2018, there were in total 2,346 cases brought against the Group totalling PLN 773,772 thousand (as at 31 December 2017, there were 2,431 cases totalling PLN 680,828 thousand). Provisions connected with these court cases are presented in Note 23.

27.3. Arbitration proceedings

Proceedings brought by Mostostal Warszawa S.A. and Acciona Infraestructuras S. S.A. are conducted before the Arbitration Court at the Polish Chamber of Commerce in Warsaw under file reference symbol SA 64/15. The arbitration proceedings were instituted on the basis of a call for arbitration made by the Consortium on 7 April 2015. The consortium's claim amounts to approximately PLN 16.2 million (the above claim consists of a bank guarantee allegedly obtained without grounds by LWB, interest, and costs incurred by the consortium due to the use by LWB of this guarantee).

On 29 September 2017, the Arbitration Court at the Polish Chamber of Commerce in Warsaw issued a judgment dismissing in full the action brought against LWB by the Consortium. The verdict ended the proceedings before the Arbitration Court. In October 2017, LWB filed a motion with the Lublin Court of Appeal for recognition of the arbitration award. At the same time, at the end of November 2017, the Consortium filed a complaint to set aside the Arbitration Court's award.

On 20 September 2016, LWB brought an action against the Consortium before the Regional Court in Lublin to establish a (negative) lack of obligation on the part of LWB to satisfy the consortium's claims under the contract for the extension of the Mechanical Coal Processing Plant.

At the end of the year, the parties unanimously requested the court to refer the parties to mediation and agreed on the person of the mediator. Following the mediation, on 29 March 2018, the parties signed a settlement agreement, which ultimately solves all disputes between LWB and the Consortium. Eventually, the settlement outcome proved to be favourable to LWB.

27.4. Other court proceedings

As far as LWB is concerned, proceedings are pending before the Regional Court in Lublin concerning claims of the ZUS (the Polish Social Insurance Institution) for the accident insurance contribution, namely the legitimacy of reclassifying accidents at work and the repeal of the sanction imposed on the company as a result of an audit carried out by the Lublin Branch of the ZUS. In order to cover any claims in this respect, LWB has established a provision which amounted to PLN 21,669 thousand.

On 21 November 2017, an appeal hearing was held, at which the Court of Appeal in Lublin considered the appeal filed by the ZUS against the judgement of 7 February 2017. The Court of Appeal issued a judgment in which it dismissed the appeal filed by the ZUS. At the moment, the judgement is not legally binding. On 15 January 2018, the Court of Appeals prepared the grounds for the judgment. On 12 March 2018, the Court of Appeal in Lublin received a cassation complaint from the ZUS. The expediency of accepting the complaint for consideration by the Supreme Court will be considered no earlier than at the end of 2018. If the Supreme Court resolves to accept the cassation complaint, the Management Board of LWB expects that the aforesaid dispute will be settled no earlier than at the end of 2019.

The Management Board of LWB is of the opinion that in view of the complicated nature of the case, there is a significant risk of loss of economic benefits until the final settlement of the dispute.

On 18 January 2018, ENEA Wytwarzanie Sp. z o.o. received a statement of claim of 28 December 2017 filed with the ENEA Wytwarzanie Sp. z o.o. regarding payment of PLN 29,445 thousand together with statutory interest on account of the sale price of 126,083 shares in Miejskie ENEA -called rchase agreement regarding sales of ENEA Sp. z o.o. entered into on 26 May 2014. On 23 February 2018, ENEA Wytwarzanie Sp. z o.o. submitted a reply to the statement of claim, objecting the standpoint expressed in the statement of claim and requesting its dismissal.

The dispute concerns the interpretation of the provisions of the share sale agreement of 2014 and determining whether ENEA Wytwarzanie Sp. z o.o. is still obligated to acquire the remaining shares, the sothe opinion of ENEA Wytwarzanie Sp. z o.o., the Company fulfilled its obligation as per the share sale agreement of 2014 concerning the acquisition of shares in ENEA 863 shares.

Should the outcome of the dispute be unfavourable for ENEA Wytwarzanie Sp. z o.o., the company may be obligated to acquire the total of 126 083 shares for the price as per the agreement of 26 May 2014. i.e. for the total amount as per the statement of claim.

( )

The Group believes (on the basis of the opinion of the legal representative of ENEA Wytwarzanie Sp. z o.o.) that the odds are higher that the court judgement will be favourable for the company.

27.5. Cases concerning not balanced energy trading in 2012

On 30 and 31 December 2014, ENEA S.A. applied for a summons to a conciliation hearing with regard to:

PGE Polska Grupa Energetyczna S.A. 7 410
PKP Energetyka S.A. 1 272
TAURON Polska Energia S.A. 17 086
1 826
FITEN S.A. 207
Total 27 801

The object of the summonses were claims for payment for electrical energy incorrectly settled in the electricity balancing market in 2012. The summoned companies obtained undue financial benefits by refusing to allow ENEA S.A. to issue invoices for the year 2012.

Following its unsuccessful attempt at resolving the aforesaid cases amicably, ENEA S.A. brought actions against:

  • FITEN S.A. statement of claim of 24 November 2015 ,
  • TAURON Polska Energia S.A. statement of claim of 10 December 2015 ,
  • statement of claim of 10 December 2015 ,
  • PKP Energetyka S.A. statement of claim of 28 December 2015 ,
  • PGE Polska Grupa Energetyczna S.A. statement of claim of 29 December 2015

In the case against FITEN S.A. ENEA S.A. has filed a cassation complaint with the Supreme Court. In the remaining cases no judgement has been issued.

27.6. Dispute concerning prices ofrenewable energy certificates and terminated contracts for the purchase of property rights resulting from certificates of origin of energy from renewable sources

ENEA S.A. is a party to 10 court proceedings regarding contracts for purchase of property rights under certificates of energy origin from renewable sources, which include:

  • 7 actions for payment of money, where former business partners of ENEA S.A. pursue claims for remuneration or contractual penalties;
  • 3 actions for declaration of ineffectiveness of termination/ withdrawal by ENEA S.A. from contracts of sale of property rights made on 28 October 2016; in one of the aforesaid actions, the demand for the declaration of ineffectiveness is pursued in parallel with a demand for payment.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

ENEA S.A. set off a portion of the receivables owed to counterparties of ENEA S.A. due to the payment of the price for the property rights sold against the claim for damages filed by ENEA S.A. against producers of energy from renewable sources. The damage suffered by ENEA S.A. was created as a result of counterparties' failure to perform their contractual obligation to renegotiate in good faith the long-term agreements for sale of property rights in accordance with the adaptation clause binding on the parties.

On 28 October 2016, ENEA S.A. made representations, depending on the contract, on termination or withdrawal from long-term contracts for the purchase by the Company of property rights resulting from renewable energy certificates (so-called green certificates) (Contracts).

The Contracts were concluded in the years 2006-2014 with the following counterparties, owners of facilities producing energy from renewable sources ("Counterparties "):

  • with its registered office in Warsaw;
  • Megawind Polska Sp. z o.o. with its registered office in Szczecin;
  • PGE Górnictwo i Energetyka Konwencjonalna S.A. with its registered office in ;
  • PGE Energia Odnawialna S.A. with its registered office in Warsaw;
  • PGE Energia Natury PEW Sp. z o.o. with its registered office in Warsaw;
  • "PSW" Sp. z o.o. with its registered office in Warsaw;
  • with its registered office in Pozna ;
  • Golice Wind Farm Sp. z o.o. with its registered office in Warsaw.

In principle, the contracts were terminated by the end of November 2016. The exact termination date of individual Contracts resulted from contractual provisions.

The Company terminated/withdrew from individual Contracts due to the impossibility of restoring contractual equilibrium and equivalency of performances of the parties caused by changes in the law.

Changes in the law which took place after the conclusion of the aforesaid Contracts, i.e. in particular:

  • Regulation of the Minister of Economy of 18 October 2012 concerning detailed scope of obligations to obtain renewable energy certificates and present them for redemption, pay the substitution fee, purchase electricity and heat produced in renewable energy sources, and the obligation to confirm data concerning the amount of electrical energy produced in a renewable energy source (Journal of Laws of 2012, item 1229);
  • the Renewable Energy Sources Act of 20 February 2015 (Journal of Laws of 2015, item 478) and the ensuing changes in the law and published bills and draft regulations including, in particular:
  • the Act on the Amendment to the Renewable Energy Sources Act and Certain Other Acts of 22 June 2016 (Journal of Laws of 2016, item 925); and
  • the draft Regulation of the Minister of Energy concerning a change of the quantitative share of the sum of electrical energy resulting from redeemed certificates of origin confirming production of electrical energy from renewable energy sources, to be enacted under the delegation resulting from Article 12 section 5 of the Act on the Amendment to the Renewable Energy Sources Act and Certain Other Acts of 22 June 2016 and some other legal acts,

objectively prevented the preparation of reliable models forecasting future prices of green certificates.

Abbreviated Interim Consolidated Financial Statements for the period from 1 January to 31 March 2018

( )

By terminating the Contracts the Company intends to avoid financial loses constituting the difference between contract prices and the market price of the green certificates. Due to the changing legal conditions following termination of the Contracts in 2017, in particular resulting from the provisions of the Act of 20 July 2017 on Amending the Renewable Energy Sources Act, the estimated value of future contractual liabilities would have been changed. In the current legal situation it would have been significantly lower in comparison with the amount of ca. PLN 1,187 million estimated as at the moment of termination of the contracts. The drop reflects the change in the method of determination of the substitution fee, which as per some of the contracts is the basis for the calculation of the contractual price and connecting it with the market price.

The Company created a provision in an amount of PLN 91,269 for prospective claims arising from the terminated contracts, with reference to sales notifications of the counterparties concerning property rights submitted by 31 March 2018; the provision is presented in Note 23.

28. Participation in the nuclear power plant construction programme

On 3 September 2014, PGE Polska Grupa Energetyczna, Tauron Polska Energia, ENEA (Business Partners) entered into the Shareholder Agreement. On 15 April 2015, in conformity with the Shareholder Agreement, a shares acquisition agreement was concluded regarding shares of PGE EJ 1 Sp. z o.o. (PGE EJ 1), as a result of which each Business Partner acquired a 10% stake in PGE EJ 1. Following sale by PGE Polska Grupa Energetyczna of shares in PGE EJ 1 to the Business Partners, PGE Polska Grupa Energetyczna holds 70% in the share capital of PGE EJ 1, while the other Business Partners (Tauron Polska Energia, ENEA and KGHM Polska them.

In conformity with the underlying assumptions., PGE Polska Grupa Energetyczna plays the role of the leader of the operator in the future.

In accordance with the Shareholder Agreement, the Parties jointly undertake to finance pro rata to their respective shareholdings - the activities to be carried out within the preliminary phase of the Project (Development Stage). ENEA

.

In the first quarter of 2018, PGE EJ 1 continued preparatory works for the construction of a nuclear power plant in Poland.

In order to provide PGE EJ 1 with funds needed to finance its day-to-day operations, the Shareholders granted the company a loan. The amount of the loan granted by ENEA S.A.as at the date of drawing up of these Abbreviated Interim Consolidated Financial Statements totalled approximately PLN 7.7 million.

Parties to the Shareholder Agreement expect that the decision regarding declaration of continued participation of each of them in the following stage of the Project will be taken after the Development Stage is completed.

( )

29. Acquisition agreement regarding Eco-Power Sp. z o.o.

Fen Wind Farm B.V. with its registered office in Amsterdam and Wento Holdings S.à l. with its registered office in ENEA Wytwarzanie Sp. z o.o. for the conclusion of a share purchase agreement regarding shares of Eco-Power Sp. z o. o. at a price including a base amount of PLN 286,500,000.00.

ENEA Wytwarzanie Sp. z o.o. denied the above claim and in its response to the statement of claim (and is subsequent letter of 7 January 2017) requested that the claim be dismissed in its entirety and that costs of the proceedings be charged to the Claimants. Based on the estimated value of shares of Eco-Power Sp. z o. o., the Group created a provision of PLN 129 million. This figure results from the difference between the price taking into account the base amount of PLN 286,500,000.00 and the value estimated according to the model of ENEA SA.

The first court session was held on 10 April 2017, and the following sessions were held on 15 and 29 May, 20, 22 and 24 November 2017 and 5 January 2018, The Court has interviewed a majority of the witnesses.

30. Changes in the composition of the Supervisory Board

On 13 March 2018, the Company received a letter (dated on the same day) from Mr Pawe from the function of Member of the Supervisory Board of ENEA S.A.

On 22 March 2018, the Company received a statement (dated on the same day) from the Minister of Energy on exercising thereby of the right to appoint, pursuant Supervisory Board of ENEA S.A. In line with the aforementioned right, as of 22 March 2018, Mr Ireneusz Kulka was .

On 16 April 2018, the Management Board ENEA S.A. became aware of the statement of the Minister of Energy dated 13 the aforementioned right, as of 15 April 2018, Mr Ireneusz Kulka

On 16 April 2018, the Extraordinary Meeting of Shareholders of ENEA S.A.:

  • dismissed the following Members of the Supervisory Board of ENEA
  • however with effect as of the date of obtaining by the candidate of a positive opinion of the Council for State Treasury Controlled Companies and State-Owned Corporate Bodies, i.e. as of 20 April 2018.

Selected standalone financial data of ENEA S.A.

3 months
ended
31.03.2018
3 months
ended
31.03.2017
3 months
ended
31.03.2018
3 months
ended
31.03.2017
Net sales revenues 1 173 388 1 490 101 280 822 347 416
Operating profit 32 611 41 426 7 805 9 658
Profit before tax 48 752 98 777 11 668 23 030
Net profit of the reporting period 44 119 79 703 10 559 18 583
EBITDA 33 167 42 180 7 938 9 834
Cash flows from operating activities (303 178) 218 016 (72 558) 50 830
Cash flows from investing activities (160 022) (1 617 801) (38 297) (377 189)
Cash flows from financial activities (97 476) 361 879 (23 329) 84 372
Total net cash flows (560 676) (1 037 906) (134 184) (241 987)
Weighted average number of shares (in units) 441 442 578 441 442 578 441 442 578 441 442 578
Net earnings per share (in PLN / EUR per
share)
0.10 0.18 0.02 0.04
Diluted earnings per share (in PLN / EUR) 0.10 0.18 0.02 0.04
As at
31.03.2018
As at
31.12.2017
As at
31.03.2018
As at
31.12.2017
Total assets 22 161 175 22 452 921 5 265 813 5 383 232
Total liabilities 9 510 354 9 820 944 2 259 797 2 354 634
Long-term liabilities 7 637 385 7 695 443 1 814 752 1 845 032
Short-term liabilities 1 872 969 2 125 501 445 044 509 602
Equity 12 650 821 12 631 977 3 006 017 3 028 597
Share capital 588 018 588 018 139 722 140 981
Book value per share (in PLN / EUR) 28.66 28.62 6.81 6.86
Diluted book value per share
(in PLN / EUR)
28.66 28.62 6.81 6.86

The above financial data for 2017 and 2016 were converted into EUR according to the following principles:

  • Individual items of assets and liabilities according to the average exchange rate announced as at 31 March 2018 4.2085 PLN/EUR (as at 31 December 2017 4.1709 PLN/EUR),

  • Individual items of the profit and loss account and the cash flow statement according to an exchange rate being an arithmetic mean of the average exchange rates determined by the National Bank of Poland as at the last day of each month of the reporting period from 1 January to 31 March 2018 4.1784 PLN/EUR (between 1 January and 31 March 2017 4.2891 PLN/EUR).

Index to Abbreviated Interim Standalone Financial Statements

Standalone Statement of Financial Position 64
Standalone Statement of Profit and Loss and Other Comprehensive Income 65
Standalone Statement of Changes in Equity 66
Standalone Statement of Cash Flows 67
Notes to Standalone Financial Statements 68
1. General information about ENEA S.A 68
2. Statement of compliance 68
3. Accounting principles applied 69
4. Change of items presentation in the statement of financial position 76
5. Material estimates and assumptions 78
6. Composition of the Capital Group
list of subsidiaries, associates and jointly-controlled entities 78
7. Property, plant and equipment 80
8. Intangible assets 80
9. Investments in subsidiaries, associates and jointly controlled entities 80
10. Financial assets measured at amortized cost 81
11. Trade and other receivables revaluation write-offs 83
12. Customer contract assets 83
13. Analysis of the age structure of customer contract assets, trade accounts receivable
and leasing accounts receivable 83
14. Inventory 84
15. Cash and cash equivalents 84
16. Financial assets measured at fair value 84
17. Financial instruments 85
18. Loans, borrowings and debt securities 86
19. Other financial liabilities 89
20. Deferred income tax 89
21. Provisions for liabilities and other charges 89
22. Net sales revenue 90
23. Related party transactions 91
24. Future liabilities under contracts concluded at the end of the reporting period 92
25. Contingent liabilities and proceedings before courts, arbitration and public administration bodies 93
25.1. Sureties and guarantees granted by the Company for loans and borrowings 93
25.2. Proceedings pending before common courts of law 93
25.3. Cases concerning non-balanced energy trading in 2012 94
25.4. Dispute concerning renewable energy origin certificate prices, and terminated contracts for
the purchase of property rights resulting from renewable energy certificates of origin 95
26. Participation in the nuclear power plant construction programme 96
27. Performance of the Investment Agreement with Energa S.A. and E
97
28. Recapitalisation of Polska Grupa Górnicza S.A. 99
29. Changes in the composition of the Supervisory Board 100

These Abbreviated Interim Standalone Financial Statements were prepared in accordance with the requirements of the International Financial Reporting Standard IAS 34 Interim Financial Reporting, as approved by the European Union and accepted by the Management Board of ENEA S.A.

Members of the Management Board

President of the Management Board ……………………………….
Member of the Management Board Piotr Adamczak ……………………………….
Member of the Management Board Piotr Olejniczak ………………………………….
Member of the Management Board ………………………………….

ENEA Centrum Sp. z o.o. Company responsible for keeping books of account and drawing up financial statements ……………………………………….. ENEA Centrum Sp. z o.o. ul. Górecka 1, 60- [court registration] KRS 0000477231, NIP [tax identification number] 777-000-28-43 REGON [statistical identification number] 630770227

( rwise)

Standalone Statement of Financial Position

As at
Note 31.03.2018 31.12.2017
(converted data)*
ASSETS
Non-current assets
Property, plant and equipment 7 25 441 25 905
Perpetual usufruct of land 1 211 1 215
Intangible assets 8 4 623 4 666
Investment property
Investments in subsidiaries, associates and
14 720 14 855
jointly controlled entities 9 12 119 924 11 945 473
Deferred income tax assets 20 61 985 66 693
Financial assets measured at fair value 16 62 918 92 696
Debt financial assets measured at amortized cost 10 6 918 987 6 902 669
Trade and other receivables 157 14 793
Costs of contract conclusion 15 297 -
19 225 263 19 068 965
Current assets
Inventory 14 186 779 217 158
Trade and other receivables 896 902 1 090 313
Costs of contract conclusion 16 733 -
Customer contract assets 12 250 215 -
Current income tax receivables
Debt financial assets measured at amortized cost
160 749 126 336
Cash and cash equivalents 10
15
238 784
1 185 750
203 723
1 746 426
2 935 912 3 383 956
Total assets 22 161 175 22 452 921
EQUITY
Share capital 588 018 588 018
Share premium 4 627 673 4 627 673
Reserve capital from valuation of hedging instruments 2 980 25 967
Reserve capital 3 150 240 3 150 240
Retained earnings 4 281 910 4 240 079
Total equity 12 650 821 12 631 977
LIABILITIES
Long-term liabilities
Loans, borrowings and debt securities 18 7 585 644 7 643 223
Financial lease liabilities 182 248
Liabilities due to employee benefits 51 528 51 941
Provisions for other liabilities and other charges 21 31 31
Current liabilities 7 637 385 7 695 443
Loans, borrowings and debt securities 18 237 774 222 958
Trade and other liabilities 683 476 797 569
Financial lease liabilities 260 258
Liabilities due to employee benefits 19 078 19 885
Liabilities due to an equivalent of the right to acquire shares free of
charge 281 281
Other financial liabilities 547 081 723 735
Provisions for other liabilities and other charges 21 385 019 360 815
Total liabilities 1 872 969
9 510 354
2 125 501
9 820 944
Total equity and liabilities 22 161 175 22 452 921

* conversion of data for the comparative period is presented in Note 4 to these Abbreviated Standalone Financial Statements

( rwise)

Standalone Statement of Profit and Loss and Other Comprehensive Income

For a period of
Note 3 months ended
31.03.2018
3 months ended
31.03.2017
Sales revenue 1 240 201 1 558 581
Excise tax (66 813) (68 480)
Net sales revenue 22 1 173 388 1 490 101
Other operating revenue 2 895 3 147
Depreciation (556) (754)
Costs of employee benefits (14 803) (12 947)
Consumption of materials and supplies and cost of goods sold (690) (522)
Energy and gas purchase for sale (1 063 674) (938 257)
Transmission and distribution services (534) (420 499)
Other outsourced services (43 460) (40 559)
Taxes and charges ( 1 525) (1 592)
Profit/(loss) on sale and liquidation of property, plant and equipment - 66
Other operating expenses (18 430) (36 758)
Operating profit 32 611 41 426
Financial expenses (55 750) (45 282)
Financial revenue 71 891 102 633
Profit before tax 48 752 98 777
Income tax (4 633) (19 074)
Net profit for the reporting period 44 119 79 703
Other comprehensive income
Items that are or may be reclassified to profit or loss
- valuation of hedging instruments (28 379) (6 209)
- income tax 5 392 1 180
Net other comprehensive income (22 987) (5 029)
Total comprehensive income 21 132 74 674
44 119 79 703
Weighted average number of ordinary shares 441 442 578 441 442 578
Basic earnings per share (in PLN per share) 0,10 0,18
Diluted earnings per share (in PLN per share) 0,10 0,18

( rwise)

Standalone Statement of Changes in Equity

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 01.01.2018 441
443
146 575 588
018
4
627
673
25
967
3
150 240
4
240 079
12
631 977
Adjustment due to
implementation of IFRS
9
(2 288) (2 288)
Balance as at 01.01.2018
following adjustment
441
443
146 575 588
018
4
627
673
25
967
3
150 240
4
237
791
12
629 689
Net profit 44 119 44 119
Other comprehensive income (22
987)
(22 987)
Net comprehensive income
recognised in the period
(22
987)
44 119 21 132
Balance as at 31.03.2018 441
443
146 575 588
018
4
627
673
2 980 3
150 240
4
281 910
12
650 821
Reserve capital

Share capital
(nominal
value)
Share capital
revaluation
Total share
capital
Share premium 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 79 703 79 703
Other comprehensive income (5 029) (5 029)
Net comprehensive income
recognised in the period
(5 029) 79 703 74 674
Balance as at 31.03.2017 441
443
146 575 588
018
4
627
673
28
797
2
640 358
3
130 307
11
015 153

The Standalone Statement of Changes in Equity should be read together with explanatory notes which constitute an integral part of these Abbreviated Interim Standalone Financial Statements

( unless specified otherwise)

Standalone Statement of Cash Flows

3 months
ended
31.03.2018
3 months
ended
31.03.2017
Cash flows from operating activities
Net profit for the reporting period
Adjustments:
44 119 79 703
Income tax as per the statement of profit and loss and other
comprehensive income
4 633 19 074
Depreciation 556 754
Profit on sale and liquidation of property, plant and equipment - (66)
Loss /(profit) on sale of financial assets 351 (52 832)
Interest income (62 542) (38 988)
Interest expense 52 422 42 185
(4 580) (29 873)
Income tax paid (56 345) (90 935)
Tax of Capital Group 46 683 84 401
Changes in working capital
Inventory 30 379 57 040
Trade and other receivables (76 353) (206)
Trade and other liabilities
Liabilities due to employee benefits
(310 065) 176 862
Provisions for other liabilities and other charges (1 220)
24 204
(1 064)
(57 912)
(333 055) 174 720
Net cash flows from operating activities (303 178) 218 016
Cash flows from investing activities
Acquisition of property, plant and equipment and intangible assets - (170)
Inflows from disposal of property, plant and equipment and intangible
assets
- 71
Inflows from disposal of financial assets 32 021 11 821
Acquisition of financial assets (49 800) (286 500)
Acquisition of subsidiaries, associates and jointly-controlled entities (173 714) (1 371 409)
Inflows relating to future acquisition of financial assets - 173
Interest received 31 471 28 213
Net cash flows from investing activities (160 022) (1 617 801)
Cash flows from financing activities
Loans and borrowings received - 250 000
Repayment of loans and borrowings
Bond issue
(7 727)
-
-
150 000
Bonds redemption (47 500) -
Expenses related to payment of financial lease liabilities (64) (79)
Expenses related to future issue of bonds (416) (422)
Interest paid (41 769) (37 620)
Net cash flows from financing activities (97 476) 361 879
Increase / (decrease) of net cash (560 676) (1 037 906)
Opening balance of cash 1 746 426 1 614 822
Closing balance of cash 1 185 750 576 916

The Standalone Statement of Cash Flows should be read together with explanatory notes which constitute an integral part of these Abbreviated Interim Standalone Financial Statements

( )

Notes to Standalone Financial Statements

1. General information about ENEA S.A.

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

ENEA S.A.

As at 31 March 2018, the shareholding structure of ENEA S.A. was as follows: The State Treasury of the Republic of Poland held 51.5% of shares, PZU TFI 9.96%, other shareholders 38.54%.

As at 31 March 2018, the statutory share capital of ENEA S.A. amounted to PLN 441,443 thousand (PLN 588,018 thousand following conversion to the IFRS-EU, and accounting for hyperinflation and other adjustments) and it was divided into 441,442,578 shares.

The core business of ENEA ENEA

ENEA S.A. is the Parent Company at the ENEA Capital Group March 2018, the Group comprised 13 subsidiary companies, 10 indirect subsidiaries, 1 affiliate and 4 jointly-controlled entities.

The Abbreviated Interim Standalone Financial Statements have been prepared based on the assumption that the Group will be able to continue as a going concern in the foreseeable future. No circumstances occur that would indicate a threat to ENEA .

2. Statement of compliance

These Abbreviated Interim Standalone Financial Statements have been prepared in conformity with the requirements of the International Financial Reporting Standard IAS 34 Interim Financial Reporting, which has been approved by the European Union and adopted by the Management Board of ENEA S.A.

(all amounts given in PLN )

interpretation as well as the methods and principles of measurement of individual items of the Abbreviated Interim Standalone Financial Statements of ENEA S.A. in conformity with the IFRS-EU as at 31 March 2018. Due diligence has been applied while preparing the presented statements and explanations. These Abbreviated Interim Standalone Financial Statements have not been reviewed by chartered accountant.

The Company draws up the Abbreviated Interim Consolidated Financial Statements of the ENEA Capital Group in conformity with the IFRS-EU as at and for the period of three months ended 31 March 2018. These Abbreviated Interim Standalone Financial Statements shall be read together with the aforesaid Abbreviated Interim Consolidated Financial Statements of the ENEA Capital Group and the Standalone Annual Financial Statements of ENEA S.A. for the financial year ended 31 December 2017.

3. Accounting principles applied

These Abbreviated Interim Standalone Financial Statements have been drawn up using the accounting principles consistent with the principles used upon drawing up the last annual standalone financial statements for the financial year ended 31 December 2017, except for the accounting principles ensuing from the IFRS 9 Financial Instruments and IFRS 15 Revenues from Contracts with Customers, that took effect on 1 January 2018.

3.1. Functional currency and presentation currency

The currency of measurement and the reporting currency of the presented Abbreviated Interim Standalone Financial Statements is Polish zloty. Figures in the Abbreviated Interim Standalone Financial Statements are presented in ess indicated otherwise.

3.2. Costs of contract conclusion

The costs of concluding a contract are costs incurred by the Company in order to enter into a contract with a customer that the Company would not have incurred had the contract not been concluded (including the costs of partner commissions due to the conclusion of contracts for the sale of electricity). The costs that would have been incurred irrespective of the fact of concluding the contract are presented in the result of the period in which they were incurred.

3.3. Financial assets

The Company classifies its financial instruments in the following categories:

  • financial assets measured at fair value through profit or loss,
  • equity instruments measured through other comprehensive income,
  • financial assets measured at amortized cost,
  • financial assets measured at fair value through other comprehensive income.

(all amounts given in PLN )

  • a) Financial assets measured at fair value through profit or loss include:
  • financial assets held for trading (including derivative instruments to which hedge accounting is not applied),
  • financial assets voluntarily assigned to this category,
  • financial assets that do not meet the definition of a basic loan agreement, including equity instruments such as stocks and shares, except for those assigned to equity instruments through other comprehensive income,
  • financial assets that meet the definition of a basic loan agreement that are not maintained in accordance with the business model to realize cash flows or to realize cash flows or sales.

Assets in this category are classified as current assets if they are held for trading or are expected to be realised within 12 months of the balance sheet date.

b) Financial assets measured at amortized cost

Financial assets measured at amortized cost are financial assets held within a business model, the purpose of which is to hold financial assets to collect the contractual cash flows and whose contractual terms meet the criteria of the basic loan agreement.

c) Financial assets measured at fair value through other comprehensive income

Financial assets measured at fair value through other comprehensive income are financial assets held within a business model, the purpose of which is both to collect the contractual cash flows and to sell financial assets; and whose contractual terms meet the criteria of the basic loan agreement.

d) Equity instruments measured through other comprehensive income

Equity instruments measured through other comprehensive income include investments in an equity instrument classified voluntarily and irrevocably at the moment of initial recognition. Equity instruments meeting the criteria of assets held for trading and meeting the criteria of a conditional payment recognized by the acquiring company as part of a merger of companies may not be included in such classification.

At the moment of initial recognition, the Company measures a financial asset subject to classification for the purposes of its valuation at its fair value. An exception to this rule are trade receivables without a significant financial component, which are valued at the transaction price.

The fair value of financial assets not included in the fair value measurement through profit or loss is increased by transaction costs which can be directly attributed to the acquisition of these assets.

Financial assets measured at fair value through profit or loss are measured at fair value as at each balance sheet date. The fair value determined as at the balance sheet date is not adjusted for transaction costs that should be incurred for the realisation of a given item. Results of revaluation to fair value for assets in this category are recognized in the financial result. In the case of removing a given item from the books, the Company determines the gain or loss on disposal and recognizes it in the financial result for the period.

Financial assets measured at amortized cost assets are measured at amortized cost as at each balance sheet date. Amortized cost of a financial asset is an amount at which the financial asset is measured at the time of its initial recognition, reduced by repayment of the principal amount and increased or decreased by depreciation, determined

(all amounts given in PLN )

using the effective interest rate, of all differences between such initial amount and the amount at maturity, and adjusted for any allowances for expected credit losses.

Financial assets measured at fair value through other comprehensive income are measured at fair value as at each balance sheet date. The fair value determined as at the balance sheet date is not adjusted for transaction costs that should be incurred for the realisation of a given item. Interest accrued for such items and revaluation write-offs for expected credit losses are recognized in the financial result of the period, and remaining revaluation to fair value is recognized as other comprehensive income.

Equity instruments classified as measured through other comprehensive income are measured at fair value at each balance sheet date. The fair value determined as at the balance sheet date is not adjusted for transaction costs that should be incurred for the realisation of a given item. Revaluation to fair value is recognized as other comprehensive income.

3.4. Hedge accounting and derivative instruments

Derivative instruments used by the Company to hedge against specific risks related, among others, to changes in interest rates and currency exchange rates, are measured at fair value. Derivative instruments are presented as assets if their value is positive and as liabilities if their value is negative.

The fair value of foreign currency contracts is determined by reference to current forward rates on contracts with the same maturity or based on a valuation received from independent entities. The fair value of interest rate swaps can be determined based on a valuation received from independent entities. The fair value of other derivative instruments is determined based on market data or based on a valuation obtained from independent institutions specialising in such valuation.

The Company may apply hedge accounting to a portion or the entire exposure to a specific risk if the hedging instrument and the hedged item that constitute the hedging relationship are part of the risk management objective and the hedging strategy.

The Company defines hedging relationships regarding various types of risk as a fair value hedge or cash flow hedge. Risk hedges in respect of probable future liabilities are settled as cash flow hedges.

When the hedging relationship is established, the Company documents the relationship between the hedging instrument and the hedged item and the risk management objectives, as well as the strategy for implementing various hedging transactions.

Derivative instruments that are hedging instruments are recognized by the Company in accordance with the principles of fair value hedge accounting or cash flow hedge accounting, if the following conditions are simultaneously met:

at the time of establishment of the hedge, the hedging relationship, as well as the purpose of risk management by the Company and the hedging strategy were officially designated and documented,

(all amounts given in PLN )

  • the hedging relationship includes only eligible hedging instruments and eligible hedged items,
  • the hedge is expected to be highly effective in offsetting changes in fair value or cash flows arising from the hedged risk, in line with the risk management strategy for that particular hedging relationship,
  • in the case of cash flow hedges, the planned transaction being the subject of hedge must be highly probable and must be subject to the risk of changes in cash flows, which as a result may affect the financial result,
  • hedging efficiency can be credibly assessed.

If the Company identifies the ineffectiveness of the hedge beyond the adopted risk management objectives, and the hedging relationship continues to implement the risk management strategy and risk management objectives, the Company restores the balance of the hedging relationship.

The Company discontinues applying hedge accounting principles prospectively if:

  • the hedge no longer meets the criteria for hedge accounting due to the fact that the hedging instrument expires, is sold, terminated or executed,
  • the hedge no longer meets the criteria for hedge accounting in connection with a change of the risk management strategy or risk management objectives.

The company does not dissolve the hedging relationship that:

  • still meets the risk management objective on the basis of which the hedge was deemed eligible for inclusion in hedge accounting, and
  • continues to meet all other eligibility criteria (taking into account, if applicable, restoring the balance of the hedging relationship).

If fair value hedges are applied to items other than an equity instrument classified as an equity instrument through other comprehensive income, the Company:

  • recognizes gains or losses arising from the revaluation of the fair value of the derivative hedging instrument in the financial result, and
  • adjusts the book value of the hedged item by the gain or loss related to the hedged item resulting from the risk being hedged and recognizes it in the financial result of the current period.

If fair value hedge is applied to an equity instrument classified as an equity instrument through other comprehensive income, the Company:

  • recognizes gains and losses arising from the revaluation of the fair value of the hedging derivative instrument in other comprehensive income, and
  • measures the equity instrument through other comprehensive income by recognising revaluation in other comprehensive income.

Cash flow hedge is a hedge against the threat of cash flow volatility, which can be attributed to a specific risk related to a recognized asset or liability or a highly probable planned transaction that could affect the financial result. The

(all amounts given in PLN )

planned transaction is a transaction that is not yet a result of a concluded, binding contract (expected future transaction).

When using cash flow hedge accounting, the Company:

  • recognizes the effective part of changes in the fair value of derivative instruments designated as cash flow hedges in the revaluation reserve,
  • recognizes the profit or loss related to the ineffective part in the financial result for the current period.

If the hedge of a planned transaction results in the recognition of a financial asset or financial liability, the related gain or loss that was included in the revaluation reserve is transferred to the financial result in the same period or periods in which the acquired asset or liability affects the financial result. However, if the Company expects that all or part of the losses recognized in the revaluation reserve will not be recovered in one or more future periods, it recognizes in the financial result the amount that is not expected to be recovered.

If the hedge of a planned transaction results in the recognition of a non-financial asset or non-financial liability or a planned transaction involving a non-financial asset or a non-financial liability becomes a probable future liability to which fair value hedge is applied, the Company excludes the related gain or loss that was recognized in the revaluation reserve and includes it in the initial cost of acquisition or in another carrying amount of an assets or liabilities item.

If the Company ceases to apply cash flow hedge accounting in accordance with the criteria specified above, the accumulated profits or losses from the hedging instrument included in the revaluation reserve remain in them until the hedged transaction is performed. If the hedged transaction is not carried out (or is not expected), the cumulative net result included in the revaluation capital is transferred immediately to the profit and loss account.

3.5. Trade and other receivables

Trade receivables are initially recognised at the transaction price and subsequently they are measured at amortized cost using the effective interest rate, including impairment write-offs. In a situation where there are no differences between the initial value of receivables and the amount (amounts) on the due date (due dates), interest accrued using the effective rate does not appear.

An impairment write-off on receivables is determined based on the expected credit losses. The expected credit losses account for both the occurrences of default of counterparties as well as potential estimated credit losses. The write-off is charged to costs recognized in the profit and loss account and other comprehensive income at the end of each reporting period.

3.6. Contract assets

In its statement of financial position, the Company recognizes a contract asset being the Company's right to remuneration in exchange for goods or services which the Company has provided to the customer. An asset is

(all amounts given in PLN )

recognized if the Company has fulfilled its obligation by supplying goods or services to the customer before the customer has paid the remuneration or before the due date.

3.7. Cash and cash equivalents

Cash and cash equivalents include cash in a bank account, bank deposits payable on demand, other short-term investments with an initial maturity of up to three months and with high liquidity. Cash at hand is measured at each balance sheet date at face value. Cash at bank, bank deposits payable on demand and other short-term investments with an initial maturity of up to three months and with high liquidity are measured as at each balance sheet date at amortized cost (at the nominal/initial value plus interest accrued until the balance sheet date, adjusted for a write-off for anticipated credit losses).

3.8. Financial liabilities, including loans and credits, debt securities

Financial liabilities including trade accounts payable and other liabilities are initially recognized at fair value, less transaction costs incurred.

Financial liabilities including loans and debt securities are classified as at the moment of their initial recognition in the following categories:

  • financial liabilities measured at fair value through profit or loss,
  • financial liabilities measured at amortized cost.

Financial liabilities measured at fair value through profit or loss include:

  • financial liabilities that meet the definition of liabilities held for trading, including derivative instruments not used in hedge accounting,
  • financial liabilities voluntarily designated by the Company as measured at fair value through profit or loss.

Financial liabilities measured at amortized cost include all financial liabilities subject to classification for the purposes of measurement, not included in financial liabilities measured at fair value through profit or loss.

At the moment of initial recognition, the Company measures a financial liability subject to classification for the purposes of measurement at its fair value.

The fair value of a financial liability not included in the fair value measurement through profit or loss is decreased by transaction costs that can be directly assigned to the issue (incurring/inception) of this liability.

The balance sheet valuation of a financial liability and the recognition of revaluations depend on the assignment of a given item to the appropriate category for the purposes of the valuation.

financial liabilities classified as financial liabilities measured at fair value through profit or loss are measured at fair value as at each balance sheet date. The fair value determined as at the balance sheet date is not adjusted for transaction costs that should be incurred for the settlement of a given item. Revaluation to fair value is recognized in the profit or loss of the period,

(all amounts given in PLN )

financial liabilities classified into the category of financial liabilities at amortized cost are measured at amortized cost as at each balance sheet date.

3.9. Contract liabilities

In its statement of financial position, the Company recognizes a contract liability being an obligation of the Company to supply goods or services to a customer in return for which the Company has received remuneration (or the amount of remuneration is due) from the customer.

If the customer has paid the remuneration or the Company is entitled to the amount of remuneration which is unconditional (i.e. payable) before the Company has supplied the goods or services to the customer, the Company presents the contract as a contract liability at the time of payment or when the payment becomes due (whichever happens first).

3.10. Recognition of revenues

The Company recognizes revenue when it meets (or in the course of fulfilling) the obligation to provide a performance by supplying the promised good or service (i.e. an asset) to the customer, at the same time acquiring the right to remuneration and the legal title to the asset. The transfer of an asset takes place when the customer gains control over this asset.

The transfer of control may take place over time, when the obligation to provide the performance is fulfilled and as time goes on, i.e. when:

  • the customer simultaneously obtains and draws benefits derived from the performance provided by the Company, as the Company provides this performance,
  • the provision of a performance by the Company results in the creation or improvement of an asset (for instance, work in progress), and control over this asset, as it is manufactured or improved, is exercised by the customer; or
  • the provision of a performance by the Company does not result in the creation of an asset of an alternative use for the Company, and the Company has an enforceable right to receive payment for the performance provided to-date.

When determining the degree of fulfilment of an obligation, the method based on results and the method based on outlays are used, taking into account the nature of the good or service being transferred.

Under revenues from core operations, the Company recognizes revenues from the sale of the following groups of products and services:

services provided on a continuous basis - the amount of revenue depends on consumption (for instance, supply of electricity, thermal energy, natural gas, provision of distribution services). Revenues are recognised when the Company transfers control over a part of the service provided. The Company recognizes revenues in the amount of remuneration from the customer to which it is entitled, which directly corresponds to the value to the customer of the performance provided so far - this value is the amount that the Company has the right to invoice,

(all amounts given in PLN )

delivery of goods/services settled at a specified point in time (among others, sale of property rights). Revenues are recognized when control over the product/service is transferred. The transfer of control takes place when the goods are made available to the customer or when the provision of a given service is completed.

The recognition of sales revenues in the amount of net remuneration occurs when the Company acts as an intermediary (agent), i.e. its obligation to provide a performance consists in ensuring delivery of goods or services by another entity. Such revenue is recognized in the form of a fee or commission to which - in accordance with the Company's expectations - it will be entitled in exchange for ensuring delivery of goods or services by another entity. The fee or commission due to the Company may be the amount of net remuneration which the Company retains after paying a remuneration to another entity in exchange for goods or services provided by that entity.

Interest revenues are recognized on an accrual basis using the effective interest rate, if obtaining them is not doubtful.

Dividend revenues are recognised at the time of acquisition of the right to receive payment.

3.11. Methods of implementation of the new standards

IFRS 9 - the Company has implemented IFRS 9 retrospectively with the recognition of adjustments as at 01.01.2018. ENEA S.A. applies IFRS 9 in accordance with its transitional provisions - it does not convert comparative data for previous periods, i.e. 01.01.2017 and 31/12/2017 to reflect the requirements of IFRS 9 in terms of valuation.

IFRS 15 - the Company has implemented IFRS 15 retrospectively with the combined effect of the first application and it recognizes the combined effect of the first application of the standard as an adjustment to the initial balance of retained earnings in the reporting period in which the first application date falls.

4. Change of items presentation in the statement of financial position

In connection with the entry into force of IFRS 9 and the resulting new classification of financial assets, the Company's management has decided to change the presentation of financial assets in the statement of financial position, therefore in the financial statements in 2018 new categories of financial assets replacing the existing ones appear. They are respectively:

  • Financial assets measured at fair value and
  • Debt financial assets measured at amortized cost.

(all amounts given in PLN )

Data approved
31.12.2017
Data converted
31.12.2017
ASSETS
Non-current assets
Property, plant and equipment 25 905 25 905
Perpetual usufruct of land 1 215 1 215
Intangible assets 4 666 4 666
Investment property 14 855 14 855
Investments in subsidiaries, associates
and jointly controlled entities 11 945 473 11 945 473
Deferred income tax assets 66 693 66 693
Financial assets measured at fair value - 92 696
Debt financial assets measured at amortized cost - 6 902 669
Financial assets available for sale 39 307 -
Intragroup bonds 6 771 221 -
Financial assets measured at fair value through profit or loss 23 836 -
Derivative instruments 29 553 -
Trade and other receivables 146 241 14 793
19 068 965 19 068 965
Current assets
Inventory 217 158 217 158
Trade and other receivables 1 126 982 1 090 313
Current income tax receivables 126 336 126 336
Debt financial assets measured at amortized cost - 203 723
Intragroup bonds 167 054 -
Cash and cash equivalents 1 746 426 1 746 426
3 383 956 3 383 956
TOTAL ASSETS 22 452 921 22 452 921

Long-term financial assets measured at fair value

-

  • Financial assets available for sale PLN 39,307 thousand;
  • Financial assets measured at fair value through profit or loss PLN 23,836 thousand;
  • Derivative instruments PLN 29,553 thousand.

Long-term debt financial assets measured at amortized cost

-

  • Long-term Intragroup bonds PLN 6,771,221 thousand;
  • Long-term loans granted ).

Short-term debt financial assets measured at amortized cost

-

  • Short-term intragroup bonds PLN 167,054 thousand;
  • Short-term loans granted PLN 36,6 -

(all amounts given in PLN )

5. Material estimates and assumptions

Preparation of the Abbreviated Interim Standalone Financial Statements in accordance with IAS 34 requires that the Management Board should adopt certain assumptions and make estimates that affect the adopted accounting principles and the amounts disclosed in the Abbreviated Interim Standalone Financial Statements and in the notes to these financial statements. The assumptions and estimates are based on the best knowledge of the Management Board regarding current and future events and activities. Actual results, however, may differ from those anticipated. Estimates adopted upon drawing up of the Abbreviated Interim Standalone Financial Statements are consistent with the estimates adopted upon drawing up of the standalone financial statements for the last financial year. The estimates provided in previous financial years do not have a material impact on the current interim period.

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

Name and address of company ENEA
in the total
number of votes [%]
31.03.2018
ENEA
in the total
number of votes
[%]
31.12.2017
1. ENEA Operator Sp. z o.o. subsidiary 100 100
2. ENEA Wytwarzanie Sp. z o.o. subsidiary 100 100
3. ENEA subsidiary 100 100
4. ENEA
Szczeci
subsidiary 100 100
5. ENEA Trading Sp. z o.o. subsidiary 100 100
6. ENEA Logistyka Sp. z o.o. subsidiary 100 100
7. ENEA Serwis Sp. z o.o.
Lipno, Gronówko 30
subsidiary 100 100
8. ENEA Centrum Sp. z o.o. subsidiary 100 100
9. ENEA Pomiary Sp. z o.o. subsidiary 100 100
10. ENERGO-TOUR Sp. z o.o. in liquidation subsidiary 1005 1005
11. ENEA Innowacje Sp. z o.o. 9 subsidiary 1009 100
12. Bogdanka, Puchaczów subsidiary 65,99 65,99
13. Annacond Enterprises Sp. z o.o. in liquidation 7
25
subsidiary 61 61
14. ElectroMobility Poland S.A.
Warszawa, ul. Mysia 2
jointly-controlled
company
258 25
15. 6 jointly-controlled
company
5011 23,79
16. Polimex
Mostostal S.A.
Warszawa,
associate 16,48 16,48
17. Polska Grupa Górnicza S.A. jointly-controlled
company
7,6610 5,81
18. ENEA Bioenergia Sp. z o.o. indirect subsidiary 1004 1004
19. ENEA
z o.o.
indirect subsidiary 1001 1001
20. ENEA Badania i Rozwój Sp. z o.o. indirect subsidiary 1001 1001

(all amounts given in PLN )

21. Oborniki, ul. Wybudowanie 56 indirect subsidiary 99,931 99,931
22. ENEA indirect subsidiary 91,141 91,141
23. indirect subsidiary 71,111 71,111
24. EkoTRANS Bogdanka Sp. z o.o.
Bogdanka, Puchaczów
indirect subsidiary 65,992 65,992
25. RG Bogdanka Sp. z o.o.
Bogdanka, Puchaczów
indirect subsidiary 65,992 65,992
26. MR Bogdanka Sp. z o.o.
Bogdanka, Puchaczów
indirect subsidiary 65,992 65,992
27. Bogdanka, Puchaczów indirect subsidiary 58,532 58,532
28. Centralny System Wymiany Informacji Sp. z o.o. jointly-controlled
company
203 203

1 indirect subsidiary through shares in ENEA Wytwarzanie Sp. z o.o.

2

3jointly-controlled company through shares in ENEA Operator Sp. z o.o.

4indirect subsidiary through shares in ENEA

5 On 30 March 2015, t company following liquidation proceedings; the resolution took effect on 1 April 2015. On 5 November 2015, an application for deleting the company from the National Court Register was filed. As at the date of drawing up these standalone financial statements, formalities relating to deleting the company from the National Court Register were still underway.

6 On transforming the company into a limited liability company. On 27 February 2018, the transformation into a limited liability company was registered in the National Court Register

7 On 28 February 2018, the Extraordinary Meeting of Shareholders of Annacond Enterprises Sp. z o.o. adopted a resolution under which the company was put to liquidation.

8 ed a resolution on from PLN 1,000.00 to PLN 3,000.00. The share capital increase was registered in the National Court Register on 23 April 2018.

9 ENEA Innovation Sp. z o.o. adopted a resolution on creating 35,000 new shares with the nominal value of PLN 100.00 each. The share capital increase was registered in the National Court Register on 23 April 2018.

On 17 April 2018, the name of ENEA Innovation Sp. z o.o. was changed to ENEA Innowacje Sp. z o.o. in the National Court Register

10 On 31 January 2018, the Extraordinary Meeting of Shareholders of Polska Grupa Górnicza S.A. adopted a resolution on sand to PLN 3,916,718 thousand by way of issue of 3,000,000 new shares with the nominal value of PLN 100.00 each. ENEA S.A. acquired 900,000 shares with the total nominal value of PLN 90,000 thousand, thus increasing the share of ENEA share capital to 7.66%. On 6 April 2018, the share capital increase was registered with the National Court Register

11 On 23 March 2018, ENEA S.A. concluded with ENERGA S.A. a contract of purchase of 1,201,036 shares of Elektrownia share capital by PLN 35,000 thousand, that is from PLN 229,100 thousand to PLN 264,100 thousand by creating 700,000 new shares privileged in terms of voting in such a way that one share will correspond to two votes, with the nominal value of PLN 50.00 each and the total nominal value of PLN 35,000 thousand. On 29 March 2018, ENEA S.A. signed a declaration of acquisition of 350,000 shares and covering them with a cash contribution in an amount of PLN 17,500 thousand. On 30 March 2018, ENEA S.A. made the cash contribution. The registration of the share capital increase in the National Court Register is still pending.

(all amounts given in PLN )

7. Property, plant and equipment

Over the 3 months ended 31 March 2018, the Company did not purchase any property, plant or equipment (during the period of 3 months ended 31 March 2017: PLN 0 thousand, respectively).

Over the 3 months ended 31 March 2018, the Company disposed of the written-off plant, property and equipment totalling at PLN 0 thousand net (during the period of 3 months ended 31 March 2017: PLN 5 thousand net, respectively).

8. Intangible assets

Over the 3 months ended 31 March 2018, the Company did not acquire any intangible assets (during the period of 3 months ended 31 March 2017: PLN 0 thousand, respectively).

Over the 3 months ended 31 March 2018, the Company did not sell or dispose of any intangible assets (during the period of 3 months ended 31 March 2017, PLN 0 thousand, respectively).

9. Investments in subsidiaries, associates and jointly controlled entities

31.03.2018 31.12.2017
Opening balance 11 945 473 9 448 433
Acquisition of investments 174 451 1 615 327
Repayable capital contributions - 387
Other - 2 056
Change in revaluation allowances - 879 270
Closing balance 12 119 924 11 945 473
Investment revaluation allowances
31.03.2018 31.12.2017
Opening balance 1 280 505 2 159 775
Reversed - (879 270)
Closing balance 1 280 505 1 280 505

On 3 January 2018, the Extraordinary Meeting of Shareholders of ElectroMobility Poland S.A. adopted a resolution on share capital by PLN 20,000 thousand by way of increasing the nominal value of the existing shares from PLN 1,000.00 to PLN 3,000.00. Following the aforesaid capital increase, ENEA S.A. holds 2,500 shares of the company with the nominal value of PLN 3,000.00, with the total value of PLN 7,500 thousand.

On 31 January 2018, the Extraordinary Meeting of Shareholders of Polska Grupa Górnicza S.A. adopted a resolution on y issuing 3,000,000 new shares by private subscription. ENEA S.A. acquired 900,000 new shares by private subscription, with the nominal value of PLN 100 each and the total nominal value of PLN 90,000 thousand.

On 31 January 2018, the Extraordinary Shareh ENEA Innovation Sp. z o.o. adopted a resolution on

(all amounts given in PLN )

with the nominal value of PLN 100.00 each.

On 23 March 2018, ENEA S. shares were purchased for PLN 57,694 thousand. Following acquisition of the shares, ENEA S.A. holds 50%

On 29 March 2018, t of PLN 50 each and the total nominal value of PLN 17,500 thousand.

10. Financial assets measured at amortized cost

31.03.2018 31.12.2017
(converted data)*
Short-term debt financial assets measured
at amortized cost
Intragroup bonds
Loans granted
198 678
40 106
167 054
36 669
Short-term debt financial assets measured
at amortized cost
238 784 203 723
Long-term debt financial assets measured
at amortized cost
Intragroup bonds 6 739 368 6 771 221
Loans granted 179 619 131 448
Long-term debt financial assets measured
at amortized cost
6 918 987 6 902 669
TOTAL 7 157 771 7 106 392

Revaluation allowances for anticipated credit losses

Nominal value Revaluation
write-off
Book value
31.03.2018
Debt financial assets measured 7 158 705
at amortized cost (934) 7 157 771
Cash and cash equivalents 1 185 750 - 1 185 750
Financial assets measured at amortized cost 8 344 455 (934) 8 343 521

Intragroup bonds

The ENEA Capital Group adopted a model of financing investments carried out by subsidiaries of ENEA S.A. by way of intra-group funding. ENEA S.A. obtains long-term funds in the financial market by contracting loans or issuing bonds, and subsequently distributes them within the Group. The table below shows the current intra-group bond issue programmes as at 31 March 2018 and as at 31 December 2017:

Abbreviated Interim Standalone Financial of ENEA S.A. for the period from 1 January to 31 March 2018

(all amounts given in PLN )

Date of contract Company issuing bonds Redemption date Amount
granted
Amount used Bonds not
redeemed as
at 31.03.2018
(principal
amount)
Bonds not
redeemed as
at 31.12.2017
(principal
amount)
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 30 100 35 650
8 September 2012
contract amounting to
PLN 4,000,000
thousand reduced
pursuant to Annexe
No. 2 of 21 January
2015 to PLN 3,000,000
thousand
ENEA Wytwarzanie Sp. z o.o. From 15 June 2020
to 15 December 2020
depending on the
date of bond series
issue; other amounts
no later than on
15 June 2022
3 000 000 2 650 000 2 650 000 2 650 000
20 June 2013 amended
pursuant to Annexe
No. 1 of 9 October
2014 and Annexe No.
2 of 7 July 2015
ENEA Operator Sp. z o.o. Depending on bond
issue dates, no later,
however, then 17
June 2030
1 425 000 1 425 000 1 349 447 1 357 174
12 August 2014 for an
amount of PLN
260,000 thousand,
increased to PLN
1,000,000 thousand
pursuant to Annexe
No. 1 of 11 February
2015 and reduced to
PLN 260,000 thousand
pursuant to Annexe
No. 2 of 30 December
2015
ENEA Wytwarzanie Sp. z o.o. Redemption in
instalments final
redemption date
15 December
2026
260 000 260 000 239 200 249 600
17 November 2014 ENEA Wytwarzanie Sp. z o.o. 31 March 2020 740 000 350 000 350 000 350 000
17 February 2015 for
PLN 760,000 thousand,
increased by Annexe
No. 1 of 3 June 2015 to
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
pursuant to Annexe
No. 1 of 28 March 2017
ENEA Operator Sp. z o.o. Depending on bond
issue dates, no later,
however, then 15
December 2031
946 000 946 000 946 000 946 000
30 October 2015 Energetyki Cieplnej Sp. z o.o. Redemption in
instalments final
redemption date
31 March 2020
18 000 18 000 8 000 9 000
20 September 2017 ENEA Operator Sp. z o.o. 15 December 2019 350 000 350 000 350 000 350 000
Total 6 954 747 6 979 424
valuation Transaction costs and effect of effective interest rate (16 701) (41 149)
Total 6 938 046 6 938 275

Over the 3 months ended 31 March 2018, ENEA S.A. did not conclude any new Programme Agreements. As of 15 March 2018, ENEA S.A. and ENEA Operator Sp. z o.o. changed the interest rate from floating to fixed for series II of bonds issued under the Programme Agreement of 20 June 2013 amounting to PLN 170,000 thousand.

( )

11. Trade and other receivables revaluation write-offs

31.03.2018 31.12.2017
Receivables revaluation write-off at the beginning of the period 64 622 56 111
Adjustment due to implementation of IFRS 9 2 572 -
Receivables revaluation write-off at the beginning of the period
following adjustment 67 194 56 111
Created 722 23 837
Used (1 400) (15 326)
Receivables revaluation write-off at the end of the period 66 516 64 622

Over the 3 months ended 31 March 2018, the write-off for revaluation of the balance sheet value of trade and other receivables increased by PLN 1,894 thousand (during the period of 3 months ended 31 March 2017, the revaluation write-off increased by PLN 391 thousand).

12. Customer contract assets

Customer contract assets
Opening balance following adjustment 221 714
Non-invoiced receivables 28 521
Change in revaluation write-off (20)
Closing balance 250 215

13. Analysis of the age structure of customer contract assets, trade accounts receivable and leasing

accounts receivable

Nominal value Revaluation
write-off
Book value
31.03.2018
Trade accounts receivable and leasing accounts
receivable
Current 778 561 (514) 778 047
Past due
0-30 days 56 934 (51) 56 883
31- 90 days 17 668 (1 298) 16 370
91-180 days 6 914 (2 323) 4 591
Over 180 days 81 462 (59 606) 21 856
Total trade accounts receivable and 941 539 (63 792) 877 747
leasing accounts receivable
Customer contract assets 250 390 (175) 250 215
Nominal value Revaluation
write-off
Book value
31.12.2017
Current 1 127 284 (21) 1 127 263
Past due
0-30 days 39 522 (181) 39 341
31- 90 days 14 498 (659) 13 839
91-180 days 5 750 (1 477) 4 273
Over 180 days 83 442 (59 576) 23 866
TOTAL 1 270 496 (61 914) 1 208 582

(all amounts given in PLN )

14. Inventory

31.03.2018 31.12.2017
Certificates of origin 186 038 216 494
Goods for sale 741 664
Total Inventory 186 779 217 158
Certificates of origin
31.03.2018 31.12.2017
Opening balance 216 494 84 984
Acquired 58 419 322 090
Redeemed (86 236) (189 121)
Sold (2 639) (1 459)
Closing balance 186 038 216 494

Costs relating to redemption of certificates of energy origin are presented in the profit and loss account under item: Energy and gas purchase for sale.

15. Cash and cash equivalents

31.03.2018 31.12.2017
Cash at bank 39 933 183 662
Other cash 1 145 817 1 562 764
- deposits 1 142 070 1 553 367
- other 3 747 9 397
Total cash and cash equivalents 1 185 750 1 746 426
Cash disclosed in the statement of cash flows 1 185 750 1 746 426

As at 31 March 2018 and 31 December 2017, ENEA S.A. did not have any restricted access cash.

16. Financial assets measured at fair value

purchase options regarding shares of Polimex-Mostostal S.A. Pursuant to the share purchase option agreement regarding shares of Polimex-Mostostal S.A. dated 18 January 2017, ENEA S.A. acquired call options from Towarzystwo Finansowe Silesia Sp. z o.o. The said agreement provides for the purchase of the total amount of 9,125 thousand shares at the nominal price of PLN 2.00 per share in three tranches, on the prescribed dates, i.e. 30 July 2020, 30 July 2021 and 30 July2022. Valuation of the call options to fair value was conducted using the Black-Scholes model. The book value of the shares as at 31 March 2018 amounted to PLN 22,249 thousand.

(all amounts given in PLN )

17. Financial instruments

The table below shows a statement of the fair values and the book values.

31.12.2017
31.03.2018 (converted data)
Book value Fair value Book value Fair value
Long-term financial assets measured
at fair value
62 918 62 918 92 696 92 696
Long-term debt financial assets measured
at amortized cost
6 918 987 7 020 245 6 902 669 6 967 307
Short-term debt financial assets measured
at amortized cost
238 784 238 784 203 723 203 723
Trade and other receivables 877 747 (*) 1 040 465 (*)
Customer contract assets 250 215 250 215 - -
Cash and cash equivalents 1 185 750 1 185 750 1 746 426 1 746 426
Long-term bank loans, borrowings and debt securities 7 585 644 7 662 506 7 643 223 7 721 895
Short-term bank loans, borrowings and debt securities 237 774 237 774 222 958 222 958
Financial lease liabilities 442 442 506 506
Other financial liabilities 547 081 547 081 723 735 723 735
Trade and other liabilities 560 931 (*) 615 163 (*)

(*) The book value of trade and other receivables, trade and other liabilities is close to their fair value.

Financial assets measured at fair value include, among others:

  • shares and stocks in unrelated entities in which the participation in the equity is less than 20%. The item presents shares in PGE EJ1 Sp. z o.o. in the amount of PLN 26,902 thousand for which there is no market price listed on the active market and whose fair value - due to the initial phase of the company's operation - is determined on the basis of the incurred cost,
  • options of purchase of shares of Polimex-Mostostal S.A.,
  • derivative instruments which include the valuation of interest rate hedging transactions (Interest Rate Swaps). The fair value of derivative instruments is determined by calculating the net present value based on two yield curves, i.e. a curve to determine the discount factors, and a curve used to estimate future values of variable reference rates.

Long-term debt financial assets measured at amortized cost include acquired debt financial instruments bonds and loans granted with maturity exceeding one year.

Short-term debt financial assets measured at amortized cost include acquired debt financial instruments bonds and loans granted with maturity under one year.

(all amounts given in PLN )

The table below shows an analysis of financial instruments measured at fair value, grouped according to a three-tier hierarchy, where:

Tier 1 - fair value is based on stock prices (unadjusted) offered for identical assets or liabilities in active markets,

Tier 2 - fair value is determined on the basis of values observed in the market, however not being direct market quotations (e.g. determined by reference, directly or indirectly, to similar instruments existing in the market),

Tier 3 - fair value is determined based on various valuation techniques not based, however, on any observable market information.

31.03.2018
Tier 1 Tier 2 Tier 3 Total
Financial assets measured at fair value
Derivative instruments used in hedge accounting (among
others, Interest Rate Swaps)
Equity instruments at fair value measured through other
- 372 - 372
comprehensive income
Shares and stock at fair value measured through profit or
- - 26 902 26 902
loss 13 395 - - 13 395
Call options - 22 249 - 22 249
13 395 22 621 26 902 62 918
31.12.2017
Tier 1 Tier 2 Tier 3 Total
Derivative instruments
Interest Rate Swaps
Financial assets measured at fair value through profit or
- 29 553 - 29 553
loss
Call options
- 23 836 - 23 836
Total - 53 389 - 53 389

18. Loans, borrowings and debt securities

31.03.2018 31.12.2017
Long-term
Bank loans 2 188 812 2 200 432
Bonds 5 396 832 5 442 791
Total 7 585 644 7 643 223
Short-term
Bank loans 112 018 100 546
Bonds 125 756 122 412
Total 237 774 222 958
Total loans, borrowings and debt securities 7 823 418 7 866 181

(all amounts given in PLN )

Loans

ENEA S.A. currently has finance contracts entered into with the EIB totalling PLN 2,371,000 thousand (Contract A of PLN 950,000 thousand, Contract B of PLN 475,000 thousand and Contract C of PLN 946,000 thousand).

Funds from the EIB are for financing of a multi-annual investment programme aimed to modernise and extend the power grids of ENEA Operator Sp. z o.o. Funds under Contracts A, B and C have been fully used. The availability period of Contract C expired in December 2017. Interest rate of the loans may be fixed or floating.

On 15 March 2018, in conformity with the provisions of Contract A concluded with the EIB, the Parties changed the interest rate from floating to fixed for the second tranche of the loan of PLN 170,000 thousand.

No. Lender Date of
contract
conclusion
Total
contract
amount
Amount
outstanding as
at 31.03.2018
Amount
outstanding as
at 31.12.2017
Term of the
contract
1. European Investment Bank 18 October
2012 and 19
June 2013 (A
and B)
1 425 000 1 349 447 1 357 174 31 December
2030
2. European Investment Bank 29 May 2015
(C)
946 000 946 000 946 000 30 September
2032
3. Bank PKO BP S.A. 28 January
2014 , Annexe
No. 1 of 25
January 2017
300 000 - - 31 December
2019
4. Bank PEKAO S.A. 28 January
2014 , Annexe
No. 1 of 25
January 2017
150 000 - - 31 December
2019
TOTAL 2 821 000 2 295 447 2 303 174
Transaction costs and valuation effect
according to effective interest rate
5 383 (2 196)
TOTAL 2 821 000 2 300 830 2 300 978

Bond issue programmes

ENEA S.A. enters into agreements regarding bond issue programmes in order to finance its current business operations and the investment needs of ENEA S.A. and its subsidiaries.

(all amounts given in PLN )

No. Name of bond issue
programme
Programme
Date
Programme
Amount
Value of bonds
issued as at
31.03.2018
Bonds not
redeemed as at
31.03.2018
(principal
amount)
Bonds not
redeemed as at
31.12.2017
(principal
amount)
Redemption
date
1. Bond Issue
Programme
Agreement entered
into with PKO BP
S.A., Bank PEKAO
S.A., BZ WBK S.A.,
Bank Handlowy
w Warszawie S.A.
21 June 2012 3 000 000 3 000 000 3 000 000 3 000 000 One-off
redemption
between June
2020 and June
2022
2. Bond Issue
Programme
Agreement entered
into with Bank
Gospodarstwa
Krajowego.
15 May
2014
1 000 000 1 000 000 920 000 960 000 Redemption in
instalments, last
instalment
payable in
December
2026
3. Bond Issue
Programme
Agreement entered
into with ING Bank
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 One-off
redemption of a
given series in
February 2020
and September
2021
4. Bond Issue
Programme
Agreement entered
into with Bank
Gospodarstwa
Krajowego
3 December
2015
700 000 150 000 142 500 150 000 Redemption in
instalments, last
instalment
payable in
September 2027
TOTAL 9 700 000 5 650 000 5 562 500 5 610 000
Transaction costs and
valuation effect according
to effective interest rate
(39 912) (44 797)
TOTAL 9 700 000 5 650 000 5 522 588 5 565 203

In the first quarter of 2018, ENEA S.A. did not make any amendments to the Programme Agreements and did not enter into any new agreements. No new issues of bonds were carried out.

Interest rate risk hedging transactions

During the 3 months ended 31 March 2018, ENEA S.A. did not enter into any interest rate risk hedging transactions (Interest Rate Swap). The total exposure under bonds and loans hedged with IRS transactions as at 31 March 2018 was PLN 5,402,520 thousand. The concluded transactions significantly affect the predictability of cash outflows and financial costs nstruments are deemed to hedge cash flows therefore they are recognised and settled in the books using the principles of hedge accounting.

As at 31 March 2018, the valuation of IRS transactions was PLN 347 thousand (as at 31 December 2017 it was PLN 29,553 thousand).

(all amounts given in PLN )

Financing conditions covenants

Under financing agreements, the Company and the ENEA Capital Group are required, among others, to comply with certain financial ratios. As at 31 March 2018 and as at the date of drawing up these Abbreviated Interim Standalone Financial Statements, the Company did not breach any provisions of loan agreements as a result of which it would have been required to earlier repay its long-term debt.

19. Other financial liabilities

Cash management at the ENEA Capital Group is performed at the level of ENEA S.A., which enables effective management of surplus cash (economies of scale) as well as reduction of external financing costs. Cash management is done on behalf of companies members of the ENEA Tax Capital Group under the cash pooling service "Cash management in accounts group".

Under the aforesaid service, bank account balances of service participants are netted as at the end of each day, and ENEA bank account. On the following day,

20. Deferred income tax

Changes in deferred income tax assets (with the set-off of assets and provisions taken into account) are as follows:

31.03.2018 31.12.2017
Opening balance 66 693 48 562
Adjustment due to implementation of IFRS 9 537 -
Opening balance following adjustment 67 230 48 562
Change recognized in profits and losses (10 637) 15 441
Change recognized in other comprehensive income 5 392 2 690
Closing balance 61 985 66 693

During the 3 months ended 31 March 2018, deferred income tax assets amounted to PLN 10,637 thousand (during the period of 3 months ended 31 March 2017, 22,442 thousand).

21. Provisions for liabilities and other charges

Provisions for liabilities and other charges broken down to long-term and short-term:

31.03.2018 31.12.2017
Long-term 31 31
Short-term 385 019 360 815
Total 385 050 360 846

Abbreviated Interim Standalone Financial of ENEA S.A. for the period from 1 January to 31 March 2018

(all amounts given in PLN )

Provision for non
contractual use of
land
Provision for other
claims filed
Provision for
certificates of
origin
Total
Balance as at 01.01.2018 2 934 96 485 261 427 360 846
Increase in existing
provisions
104 8 566 103 478 112 148
Provisions used (2) (1 076) (86 236) (87 314)
Unused provisions reversed (138) (492) - (630)
Balance as at 31.03.2018 2 898 103 483 278 669 385 050

A description of material claims and contingent liabilities relating thereto are presented in Note 25.4.

During the period of 3 months ended 31 March 2018, net provisions for liabilities and other charges increased by PLN 24,204 thousand, primarily due to the failure to fulfil the obligation regarding sale of electricity from renewable sources and cogeneration to end customers lack of decision of the President of the Energy Regulatory Office regarding months ended 31 March 2017, provisions for liabilities and other charges decreased by PLN 57 912 thousand).

In the first quarter of 2018, the Company created a provision of PLN 5,533 thousand for prospective claims relating to the termination by ENEA S.A. of purchase contracts for certificates of energy origin from renewable sources and as at 31 March 2018, the value of that provision amounted to PLN 91,269 thousand.

22. Net sales revenue

01.01.2018 01.01.2017
31.03.2018 31.03.2017
Revenues from sale of electricity 1 142 966 1 454 325
Revenues from sale of gas 28 321 34 796
Revenues from sale of other services 651 980
Revenues from certificates of origin 1 450 -
Total 1 173 388 1 490 101

The Company recognises revenues at the time of fulfilment or in the course of fulfilment of the obligation to provide performance by delivering the promised goods or service to the customer. Revenues are shown at prices determined in the respective sales contracts, reduced by estimated discounts and other reductions in sales.

The main groups of contracts are electricity sale contracts (including comprehensive agreements) with individual, business, key and strategic customers. Under these contracts, service is provided continuously and the revenue depends on actual consumption.

The standard term of payment of sales invoices is 14 days from the date of issue of the VAT invoice. As far as business, key and strategic customers are concerned, that term may be subject to negotiations.

(all amounts given in PLN )

23. Related party transactions

The Company concludes transactions with the following related parties:

1. Companies forming the ENEA Capital Group

01.01.2018 - 31.03.2018 01.01.2017 - 31.03.2017
Purchases, whereof: 1 443 970 1 203 072
purchase of materials 156 134
purchase of services 453 349 448 984
other (whereof energy and gas) 990 465 753 954
Sales, whereof: 84 947 80 625
sale of energy 77 035 70 502
sales of services 528 406
other 7 384 9 717
Interest income, whereof: 51 116 41 264
on bonds 49 713 41 210
on loans 1 403 54
31.03.2018 31.12.2017
Accounts receivable 93 668 60 721
Financial assets
bonds
6 938 046 6 938 275
Loans granted 219 725 168 117
Liabilities 1 112 818 1 253 001

Regulations regarding application of market principles in conformity with provisions of the Corporate Income Tax Act do not apply to transactions carried out within the Tax Capital Group. Transactions with companies from the Capital Group that are not members of the Tax Ca not differ from those applied in transactions with other entities.

2. divided into two categories:

  • due to appointment as Members of Supervisory Boards,
  • due to other civil law contracts.

Transaction amounts regarding the above categories are presented in the table below:

Board
Title 01.01.2018 -
31.03.2018
01.01.2017 -
31.03.2017
01.01.2018 -
31.03.2018
01.01.2017 -
31.03.2017
Remuneration under managerial
contracts and consultancy
agreements
730* 675 - -
Remuneration due to appointment as
members of management or supervisory
bodies
- - 215 201
TOTAL 730 675 215 201
* remuneration includes compensation under the non-competition clause for former Management Board Members

amounting to PLN 55 thousand.

(all amounts given in PLN )

In the period of 3 months ended 31 March 2018, no loans were granted to Supervisory Board Members from the Company Social Benefits Fund (PLN 0.00 for the period of 3 months ended 31 March 2017). During that period loans totalling PLN 1,000.00 were repaid (PLN 1,000.00 for the period of 3 months ended 31 March 2017).

Other transactions pursuant to civil law agreements concluded between ENEA private purposes.

3. Transactions with entities controlled by the State Treasury of the Republic of Poland

ENEA S.A. also concludes business transactions with state government and local government units and entities owned by the State Treasury of the Republic of Poland.

Those transactions primarily concern:

  • purchase of electricity and property rights under certificates of energy origin regarding renewable energy and energy cogenerated with heat, from companies controlled by the State Treasury and
  • sale of electricity, distribution services and other related charges, provided both to state and local administration units (sale to end consumers) and to companies controlled by the State Treasury (wholesale and retail sales to end consumers).

conditions which do not differ from the terms and conditions applied in transactions with other entities. The Company does not keep a register that would allow aggregating the value of all transactions carried out with all state institutions and State Treasury-controlled companies, therefore the sales and related-party transaction balances shown in these abbreviated Interim Standalone Financial Statements do not include details regarding transactions with State Treasury-controlled entities.

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

Liabilities under contracts concerning acquisition of tangible and intangible fixed assets contracted as at the end of the reported period and not yet included in the statement of financial position amount to:

31.03.2018 31.12.2017
Acquisition of property, plant, equipment 1 392 -
Total 1 392 -

(all amounts given in PLN )

25. Contingent liabilities and proceedings before courts, arbitration and public administration bodies

25.1. Sureties and guarantees granted by the Company for loans and borrowings

In the first quarter of 2018, ENEA S.A. did not conclude any contracts of surety in the capacity of the Guarantor.

The table below shows significant bank guarantees in force as at 31 March 2018 issued at the request of ENEA S.A. under an agreement concluded with Bank BZ WBK S.A. up to the limit determined therein.

Date of
guarantee
Guarantee
expiry date
Obliged entity Guarantee issued to Issuing Bank Guarantee
amount in
12.06.2015 11.08.2018 ENEA
Wytwarzanie
Sp. z o.o.
Towarowych S.A. BZ WBK S.A. 100 000
29.06.2015 11.08.2018 ENEA Trading
Sp. z o.o.
Towarowych S.A. BZ WBK S.A. 90 000
20.12.2017 11.08.2018 ENEA
Elektrownia
Izba Rozliczeni
Towarowych S.A.
BZ WBK S.A. 60 000
19.03.2018 11.08.2018 ENEA
Wytwarzanie
Sp. z o.o.
Polskie Sieci
Elektroenergetyczne
BZ WBK S.A. 20 000
07.07.2017 11.08.2018 ENEA
Elektrownia
Polskie Sieci
Elektroenergetyczne
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. 1 944
12.12.2017 11.08.2018 ENEA Logistyka
Sp. z o.o.
ENEA Operator Sp. z o.o. BZ WBK S.A. 1 080
Total 288 024

The value of other guarantees issued by the ENEA S.A. as at 31 March 2018 amounted to PLN 1,972 thousand.

The total value of guarantees and sureties granted by ENEA S.A. to secure liabilities of the ENEA Capital group as at 31 March 2018 amounted to PLN 413,532 thousand.

25.2. Proceedings pending before common courts of law

Proceedings brought by the Company

Proceedings brought before common courts by ENEA S.A. concern the recovery of receivables due to electricity supply and recovery of receivables on other accounts: illegal electricity consumption, network connections and other specialist services performed by the Company.

As at 31 March 2018, the Company was pursuing a total of 11,758 actions with the value of claims totalling at PLN 54,788 thousand (as at 31 December 2017, there were 12,262 cases pending totalling PLN 56,345 thousand).

The outcome of neither case is material for the financial result of the Company.

(all amounts given in PLN )

Proceedings against the Company

Proceedings against the Company are brought both by natural and legal persons. They concern, among others, issues such as compensation for interruptions in energy supply, determination of illegal consumption of energy, compensation for the Company's use of real estate on which power devices are located and claims regarding the terminated contracts for the purchase of property rights (Note 21). The Company considers claims regarding the non-contractual use of real estate not owned by the Company to be particularly important.

As at 31 March 2018, there were 167 cases against the Company pending before common courts of law totalling PLN 493,627 thousand (as at 31 December 2017, there were 190 cases involving claims worth PLN 54,218 thousand). Provisions relating to the aforesaid court cases are presented in Note 21.

The outcome of neither case is material for the financial result of the Company.

25.3. Cases concerning non-balanced energy trading in 2012

On 30 and 31 December 2014, ENEA S.A. applied for a summons to a conciliation hearing with regard of:

PGE Polska Grupa Energetical S.A. 7 410
PKP Energetyka S.A. 1 272
TAURON Polska Energia S.A. 17 086
1 826
FITEN S.A. 207
Total 27 801

The object of the summonses were claims for payment for electrical energy incorrectly settled on the balancing market in 2012. The summoned companies obtained undue financial benefits by refusing to allow ENEA S.A. to issue invoices for the year 2012.

Following its unsuccessful attempt at resolving the aforesaid cases amicably, ENEA S.A. brought actions against:

  • FITEN S.A. statement of claim of 24 November 2015,
  • TAURON Polska Energia S.A. statement of claim of 10 December 2015,
  • statement of claim of 10 December 2015,
  • PKP Energetyka S.A. statement of claim of 28 December 2015,
  • PGE Polska Grupa Energetyczna S.A. statement of claim of 29 December 2015

In the case against FITEN S.A. ENEA S.A. has now lodged a cassation with the Supreme Court. In the remaining cases no judgment has been issued.

(all amounts given in PLN )

25.4. Dispute concerning renewable energy origin certificate prices, and terminated contracts for the purchase of property rights resulting from renewable energy certificates of origin

ENEA S.A. is a party to court proceedings regarding contracts for purchase of property rights under certificates of energy origin from renewable sources, which include:

  • 7 actions for payment of money, where former business partners of ENEA S.A. pursue claims for remuneration or contractual penalties;
  • 3 actions for declaration of ineffectiveness of termination/ withdrawal by ENEA S.A. from contracts of sale of property rights made on 28 October 2016; in one of the aforesaid actions, the demand for the declaration of ineffectiveness is pursued in parallel with a demand for payment.

ENEA S.A. set off a portion of the receivables owed to counterparties of ENEA S.A. due to the payment of the price for the property rights sold against the claim for damages filed by ENEA S.A. against producers of energy from renewable sources. The damage suffered by ENEA S.A. was created as a result of counterparties' failure to perform their contractual obligation to renegotiate in good faith the long-term agreements for sale of property rights in accordance with the adaptation clause binding on the parties.

On 28 October 2016, ENEA S.A. made representations, depending on the contract, on termination or withdrawal from long-term contracts for the purchase by the Company of property rights resulting from renewable energy certificates (so-called green certificates) (Contracts).

The Contracts were concluded in the years 2006-2014 with the following counterparties, owners of facilities producing energy from renewable sources ("Counterparties"):

  • Megawind Polska Sp. z o.o. with its registered office in Szczecin;
  • PGE Energia Odnawialna S.A. with its registered office in Warsaw;
  • PGE Energia Natury PEW Sp. z o.o. with its registered office in Warsaw;
  • "PSW" Sp. z o.o. with its registered office in Warsaw;
  • Golice Wind Farm Sp. z o.o. with its registered office in Warsaw.

In principle, the contracts were terminated by the end of November 2016. The exact termination date resulted from contractual provisions.

The Company terminated/withdrew from individual Contracts due to the impossibility of restoring contractual equilibrium and equivalency of performances of the parties caused by changes in the law.

Changes in the law which took place after the conclusion of the aforesaid Contracts, i.e. in particular:

Regulation of the Minister of Economy of 18 October 2012 concerning detailed scope of obligations to obtain renewable energy certificates and present them for redemption, pay the substitution fee, purchase electricity and heat produced in renewable energy sources, and the obligation to confirm data concerning the amount of electrical energy produced in a renewable energy source (Journal of Laws of 2012, item 1229);

(all amounts given in PLN )

  • the Renewable Energy Sources Act of 20 February 2015 (Journal of Laws of 2015, item 478) and the ensuing changes in the law and published bills and draft regulations including, in particular:
  • the Act on the Amendment to the Renewable Energy Sources Act and Certain Other Acts of 22 June 2016 (Journal of Laws of 2016, item 925); and
  • the draft Regulation of the Minister of Energy concerning a change of the quantitative share of the sum of electrical energy resulting from redeemed certificates of origin confirming production of electrical energy from renewable energy sources, to be enacted under the delegation resulting from Article 12 section 5 of the Act on the Amendment to the Renewable Energy Sources Act and Certain Other Acts of 22 June 2016 and some other legal acts,

objectively prevented the preparation of reliable models forecasting future prices of the green certificates.

By terminating the Contracts the Company intends to avoid financial loses constituting the difference between contract prices and the market price of the green certificates. Due to the changing legal conditions following termination of the Contracts in 2017, in particular resulting from the provisions of the Act of 20 July 2017 on Amending the Renewable Energy Sources Act, the estimated value of future contractual liabilities would have been changed. In the current legal situation it would have been significantly lower in comparison with the amount of ca. PLN 1,187 million estimated as at the moment of termination of the contracts. The drop reflects the change in the method of determination of the substitution fee, which as per some of the contracts is the basis for the calculation of the contractual price and connecting it with the market price.

The Company created a provision in an amount of PLN 91,269 for potential claims arising from the terminated contracts, with reference to sales notifications of the counterparties concerning property rights submitted by 31 March 2018; the provision is presented in Note 21.

26. Participation in the nuclear power plant construction programme

On 3 September 2014, PGE Polska Grupa Energetyczna, Tauron Polska Energia, ENEA (Business Partners) entered into the Shareholder Agreement. On 15 April 2015, in conformity with the Shareholder Agreement, a shares acquisition agreement was concluded regarding shares of PGE EJ 1 Sp. z o.o. (PGE EJ 1), as a result of which each Business Partner acquired a 10% stake in PGE EJ 1. Following sale by PGE Polska Grupa Energetyczna of shares in PGE EJ 1 to the Business Partners, PGE Polska Grupa Energetyczna holds 70% in the share capital of PGE EJ 1, while the other Business Partners (Tauron Polska Energia, ENEA and KGHM Polska them.

In conformity with the arrangements, PGE Polska Grupa Energetyczna plays the role of the leader of the project of future.

In accordance with the Shareholder Agreement, the Parties jointly undertake to finance pro rata to their respective shareholdings - the activities to be carried out within the preliminary phase of the Project (Development Stage). ENEA .

In the first quarter of 2018, PGE EJ 1 continued preparatory works for the construction of a nuclear power plant in Poland.

(all amounts given in PLN )

In order to provide PGE EJ 1 with funds needed to finance its day-to-day operations, the Shareholders granted the company a loan. The amount of the loan granted by ENEA S.A.as at the date of drawing up of these Abbreviated Interim Standalone Financial Statements totalled approximately PLN 7.7 million.

Parties to the Shareholder Agreement expect that the decision regarding declaration of continued participation of each of them in the following stage of the Project will be taken after the Development Stage is completed.

27. Performance of t concerning construction and operation of a power unit at Elektrownia

On 19 September 2016, ENEA SA signed a Letter of Intent with Energa S.A. regarding initiating co-operation on the preparation, implementation and operation of a cutting-edge 1,000 MW coal- ).

optimize the technical and economic parameters of the new power unit. The co-operation also includes organisation of the tendering proceedings in order to select the general contractor of the Investment Project.

low-emission source of power in the National Grid System.

Project. The purpose of the Agreement is preparation, construction and operation of the power unit referred to hereinabove. Pursuant to the aforesaid Agreement, the co-operation in principle will be organised in three stages: The Development Stage until the time the Notice to Proceed is issued to the General Contractor, the Construction Stage until the Development Stage is completed, ENEA SA will be obliged to participate in the Construction Stage provided that the condition of the Project profitability

The condition precedent for the entry into force of the Investment Agreement was obtaining consent for the concentration, consisting in the acquisition of shares of the SPV for the purpose of the Project implementation, from the President of the Office for Competition and Consumer Protection (UOKiK). This condition was fulfilled on 11 January 2017.

On 19 December 2016, the special purpose vehicle announced a tender for selection of the general contractor for 45%, operating on steam supercritical parameters. Subject to the fulfilment of the pre-determined assumptions (including, among others, an adequate participation of ENEA SA, Energa SA and Financial Investors, if any) and to undertake the comprehensive implementation of the Project.

In the performance of the Investment Agreement, in the period between 1 February 2017 and 23 March 2018, ENEA S.A. ing in total to a 50% shareholding in the share capital, at an amount of approximately PLN 101 million.

(all amounts given in PLN )

As a result of the aforesaid transactions, Energa S.A. and ENEA Sp. z o.o. with its registered coaland the Supervisory Board will be composed of the same number of representatives of both investors. Decisions regarding major activities will require a unanimous approval of both o.o. In view of the foregoing, the investment project has been classified as a joint undertaking and it is recognized using the equity method.

In order to provide the company with sufficient funds, Energa S.A. and ENEA S.A. granted loans of PLN 10 million each ENEA S.A. has been repaid.

stock company to a limited liability company.

On 26 March 2018, the Company signed an Annexe to the Investment Agreement, under which the Parties increased the estimated total investment outlay resulting from commitments to be assumed at the Development Stage of the outlay to be made by ENEA S.A. may amount to approximately PLN 226 million. The increase of the investment outlays is due to the need to ensure funding for, among others, organisational work resulting from the contract with the General Contractor, related investment projects and the functioning of

As a result of increase of the share capital of Elektr ENEA S.A. acquired 350,000 shares in the share capital worth PLN 17,500 thousand. On 30 March 2018, ENEA S.A. made a cash contribution to the bank account of the special purpose vehicle. Energa S.A. acquired the 350,000 remaining shares. Registration of the share capital increase in the National Court Register is pending. Following registration of the share capital increase, ENEA not change and it will still amount to 50% as the new shares in the increased share capital were acquired by ENEA S.A. and Energa S.A. pro rata to their shareholdings, i.e. at the 50:50 ratio.

On 4 o.o. completed the public tender procedure entitled "Construction of o.o. and Alstom Power System S.A.S as the General Contractor. The Consortium offered to complete the object of the procedure with the parameters specified in the offer for PLN 5,049,729 thousand net (PLN 6,023,035 thousand gross). Completion of the tender procedure is not tantamount to:

  • granting consent to the conclusion of a contract with the General Contractor in order that such consent be
  • granting consent to the issue of the Notice to Proceed issue of the NTP requires, among others, a prior for proceeding with the Construction Stage.

It is estimated that the investment outlays in connection with the conclusion of a contract between the Employer and the General Contractor until the issue of the NTP will not exceed an equivalent of 4% of the contractual price.

(all amounts given in PLN )

28. Recapitalisation of Polska Grupa Górnicza S.A.

ENEA S.A. initiated talks with prospective investors regarding the possibilities of implementing the prospective Project and its future parameters.

On 28 October 2016, ENEA o.o. (the Investors) in which preliminary interest was expressed with regard to financial involvement in Katowicki

In view of the interest of Polska Grupa Górnicza S.A. (PGG) in the acquisition of selected assets of Katowicki Holding ENEA S.A. together with the hitherto Shareholders of PGG carried out the necessary reviews of the Business Plan presented by PGG and expressed interest in committing capital to Polska Grupa Górnicza S.A.

On 30 March 2017, the Supervisory Board of ENEA Górnicza S.A. and for the acquisition thereby of the new shares in the PGG capital with the nominal value of PLN 300 million in exchange for a cash contribution of PLN 300 million.

On 31 March 2017, the Company entered into:

  • an investment agreement determining the terms and conditions of financial investment in PGG (Investment Agreement),
  • a letter of agreement regarding exercising joint control over PGG (Annexe No. 1 to the Letter of Agreement concerning Polska Grupa Górnicza).

Investment Agreement

The parties to the Investment Agreement are: ENEA S.A., ENERGA Kogeneracja Sp. z o.o., PGE Górnictwo i Energetyka o.o., Fundusz Inwestycji Polskich Przedsi biorstw Fundusz Inwestycyjny Zamkni ty Aktywów Niepublicznych (the Investors) and PGG. The Investment Agreement provided that PGG would acquire selected mining assets from Katowicki Holding W glowy S.A. pursuant to a preliminary agreement, that was entered into on 1 April 2017.

The Investment Agreement determines the method of conducting the investment pro to PGG, the principles of operation of PGG and its governing bodies as well as the principles of withdrawal from the investment in PGG by the parties.

Within the frame of recapitalisation of PGG, ENEA S.A. committed itself to acquire new shares of PGG with the total nominal value of PLN 300 million in exchange for a cash contribution of PLN 300 million in three stages:

  • b) within the first stage, the Company acquired new shares of PGG with the nominal value of PLN 150 million in exchange for a cash contribution of PLN 150 million. Following the acquisition of those shares, the Company held a 4.39% share in the share capital of PGG. The first recapitalization took place in April 2017,
  • c) within the second stage, the Company acquired new shares of PGG with the nominal value of PLN 60 million in exchange for a cash contribution of PLN 60 million. Following the acquisition of those shares, the Company held a 5.81% share in the share capital of PGG. The second recapitalisation took place in June 2017;
  • d) within the third stage, the Company acquired by private subscription new B series shares of PGG with the nominal value of PLN 90 million in exchange for a cash contribution of PLN 90 million. ENEA S.A. increased its share in the share capital to 7.66%.

(all amounts given in PLN )

The Agreement determines the rules of appointment of Members of the Supervisory Board, according to which each Investor and the State Treasury will be entitled to appoint one member of the Supervisory Board which is to be composed of no more than eight members.

The Investment complies with the Development Strategy of the ENEA Capital Group, where one of significant elements is securing raw material base for conventional power engineering.

On 31 March 2017, the following Investors: ENERGA Kogeneracja Sp. z o.o., PGE Górnictwo i Energetyka Konwencjonalna S.A., PGNiG TERMIKA S.A. and Fundusz Inwestycji Polskich Przedsi biorstw Fundusz Inwestycyjny Zamkni ty Aktywów Niepublicznych and ENEA S.A. entered into a Letter of Agreement regulating the method of agreeing on their common position with regard to decisions concerning the Company and exercising joint control over the Company. As far as ENEA S.A. is concerned, the Letter of Agreement was entered into on condition of obtaining consent for taking over joint control over the Company from the President of the Office for Competition and Consumer Protection (UOKiK). The consent of the UOKiK, referred to in the preceding sentence, was issued on 22 December 2017 At the same time, on 31 March 2017, a letter of intent signed on 16 October 2016 by ENEA Towarzystwo Finansowe Silesia Sp. z o.o. regarding an earlier analysed capital investment in Katowicki Holding

29. Changes in the composition of the Supervisory Board

from the function of Member of the Supervisory Board of ENEA S.A.

On 22 March 2018, the Company received a statement (dated on the same day) from the Minister of Energy on Supervisory Board of ENEA S.A. In line with the aforementioned right, as of 22 March 2018, Mr Ireneusz Kulka was

On 16 April 2018, the Management Board ENEA S.A. became aware of the statement of the Minister of Energy dated 13 upervisory Board in conformity with his right pursuant to § 24

On 16 April 2018, the Extraordinary Meeting of Shareholders of ENEA S.A.:

  • dismissed the following Members of the Supervisory Board of ENEA S.A., Mr Raffa Bargiel and Mr Piotr Kossak,
  • ki, and however with effect as of the date of obtaining by the candidate of a positive opinion of the Council for State Treasury Controlled Companies and State-Owned Corporate Bodies, i.e. as of 20 April 2018.