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Enea S.A. Interim / Quarterly Report 2022

Nov 23, 2022

5597_rns_2022-11-23_3749fc77-5b0c-441d-a44c-8043aa693477.pdf

Interim / Quarterly Report

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ENEA Group CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the period from 1 January to 30 September 2022 in compliance with EU IFRS

Rysunek 1

TABLE OF CONTENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 5
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7
CONSOLIDATED STATEMENT OF CASH FLOWS 8
ADDITIONAL INFORMATION AND EXPLANATIONS 9
General information 9
1.
General information on the Parent9
2.
Group composition 9
3.
Management Board and Supervisory Board composition12
4.
Basis for preparing financial statements 13
5.
Accounting rules (policy) and significant estimates and assumptions 13
6.
Functional currency and presentation currency 17
Operating segments 18
Explanatory notes to the consolidated statement of comprehensive income 25
7.
Revenue from sales 25
8.
Tax26
Explanatory notes to the consolidated statement of financial position 27
9.
Property, plant and equipment 27
10.
Intangible assets 27
11.
Investments in associates and jointly controlled entities28
12.
Inventories31
13.
Energy origin certificates32
14.
Assets and liabilities arising from contracts with customers 32
15.
Restricted cash32
16.
Profit allocation32
17.
Debt-related liabilities 33
18.
Provisions36
19.
Accounting for subsidies and road lighting modernisation services 37
Financial instruments 39
20.
Financial instruments and fair value39
21.
Debt financial assets at amortised cost41
22.
Impairment of trade and other receivables42
23.
Analysis of the age structure of trade and other receivables 42
Other explanatory notes 43
24.
Related-party transactions 43
25.
Conditional liabilities, court proceedings and cases on-going before public administration
organs 43
25.1. Sureties and guarantees 43
25.2. On-going proceedings in courts of general competence 44
25.3. Other court proceedings44
25.4. Risk associated with legal status of properties used by the Group 44
25.5. Cases concerning 2012 non-balancing45
25.6. Dispute concerning prices for origin certificates for energy from renewable sources
and terminated agreements for the purchase of property rights arising under origin
certificates for energy from renewable sources 45
26.
National Energy Security Agency47
27.
Political and economic situation in Ukraine48
28.
Capital increase49
29.
Letter of intent regarding Lubelski Węgiel BOGDANKA S.A. 51
30.
Sale of shares in Polska Grupa Górnicza S.A. 51
31.
Update of LWB's production plan51
32.
Events after the reporting period51

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

Members of the Management Board

President of the Management Board Paweł Majewski
Member of the Management Board Rafał Mucha
Member of the Management Board Marcin Pawlicki
Member of the Management Board Tomasz Siwak
Member of the Management Board Dariusz Szymczak
Member of the Management Board Lech Żak

ENEA Centrum Sp. z o.o. Entity responsible for maintaining accounting books and preparing financial statements ENEA Centrum Sp. z o.o. Pl. Władysława Andersa 7, 61-894 Poznań KRS 0000477231, NIP 777-00-02-843, REGON 630770227

Poznań, 23 November 2022

Robert Kiereta

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Note For the 9-
month period
ended
30 September
2022
(unaudited)
For the 3-
month period
ended
30 September
2022
(unaudited)
For the 9-
month period
ended
30 September
2021
restated*
For the 3-
month period
ended
30 September
2021
restated*
(unaudited) (unaudited)
Revenue from sales 7 22 761 958 8 031 526 15 387 748 5 497 235
Excise duty (39 415) (12 910) (54 356) (17 659)
Net revenue from sales 22 722 543 8 018 616 15 333 392 5 479 576
Revenue from operating leases and subleases
Revenue from sales and other income
9 344
22 731 887
2 210
8 020 826
9 131
15 342 523
2 262
5 481 838
Other operating revenue 221 891 93 810 145 683 65 824
Change in provision for onerous contracts (1 410 888) (854 846) (11 066) (7 330)
Depreciation/amortisation (1 181 685) (410 005) (1 143 749) (394 168)
Employee benefit costs (1 821 487) (682 210) (1 573 890) (525 168)
Use of materials and raw materials and value of goods sold
Purchase of electricity and gas for sales purposes
(6 510 217)
(9 113 971)
(2 403 602)
(3 112 272)
(3 395 360)
(6 180 123)
(1 282 682)
(2 063 161)
Transmission services (354 660) (98 391) (329 480) (112 295)
Other third-party services (751 033) (272 798) (681 502) (235 815)
Taxes and fees (403 120) (144 175) (351 519) (115 677)
Loss on change, sale and liquidation of property,
plant and equipment and right-of-use assets
(29 678) (4 972) (32 118) (8 527)
Impairment losses on non-financial non-current assets
Other operating costs
(2 754)
(263 729)
(177)
(85 035)
(3 445)
(145 906)
(81)
(72 051)
Operating profit 1 110 556 46 153 1 640 048 730 707
Finance costs (222 680) (80 041) (165 875) (48 964)
Finance income 156 953 69 656 47 943 12 243
Dividend income 1 163 217 98
Impairment of financial assets at amortised cost (10 962) (3 829) (13 762) (3 774)
Share of results of associates and jointly controlled entities 11 65 196 13 299 126 054 4 850
Profit before tax 1 100 226 45 238 1 634 625 695 160
Income tax 8 (193 429) 231 (290 748) (95 535)
Net profit for the reporting period 906 797 45 469 1 343 877 599 625
Other comprehensive income
Subject to reclassification to profit or loss:
- measurement of hedging instruments 166 137 (32 603) 112 994 32 224
- income tax 8 (31 561) 6 195 (21 470) (6 123)
Not subject to reclassification to profit or loss:
- restatement of defined benefit plan 156 217 25 035
- other (1 263)
- income tax 8 (29 681) (4 757)
Net other comprehensive income 261 112 (26 408) 110 539 26 101
Comprehensive income for the reporting period 1 167 909 19 061 1 454 416 625 726
Including net profit:
attributable to shareholders of the Parent 788 787 49 732 1 277 102 572 296
attributable to non-controlling interests 118 010 (4 263) 66 775 27 329
Including comprehensive income:
attributable to shareholders of the Parent 1 046 947 23 324 1 387 884 598 397
attributable to non-controlling interests 120 962 (4 263) 66 532 27 329
Net profit attributable to shareholders of the Parent 788 787 49 732 1 277 102 572 296
Weighted average number of ordinary shares 491 893 158 529 731 093 441 442 578 441 442 578
Net profit attributable to the Parent's shareholders,
per share (in PLN per share)
1.60 0.09 2.89 1.30
Diluted profit per share (in PLN per share) 1.60 0.09 2.89 1.30

* the presentation restatement of data for the comparative period is presented in note 5 to these condensed consolidated interim financial statements.

The consolidated statement of comprehensive income should by analysed in conjunction with the additional information and explanations, which constitute an integral part of these condensed consolidated interim financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at
Note 30 September 2022
(unaudited)
31 December 2021
restated*
ASSETS
Non-current assets
Property, plant and equipment 9 19 772 548 19 254 971
Right-of-use assets 808 006 774 099
Intangible assets 10 344 420 350 188
Investment properties 19 399 20 282
Investments in associates and jointly controlled entities 11 159 427 137 881
Deferred income tax assets 8 1 881 936 1 400 872
Financial assets measured at fair value 20 348 448 195 031
Trade and other receivables 885 901 74 434
Costs related to the conclusion of agreements 10 807 11 180
Finance lease and sublease receivables 778 580
Funds in the Mine Decommissioning Fund 147 897 147 671
Total non-current assets 24 379 567 22 367 189
Current assets
CO2 emission allowances 295 699 2 859 978
Inventories 12 1 293 345 1 115 920
Trade and other receivables 4 433 316 3 312 572
Costs related to the conclusion of agreements 11 215 11 652
Assets arising from contracts with customers 14 594 585 412 908
Finance lease and sublease receivables 1 145 903
Current income tax receivables 15 308 3 147
Financial assets measured at fair value 20 697 673 419 321
Cash and cash equivalents 15 5 052 545 4 153 553
Total current assets 12 394 831 12 289 954
Total assets 36 774 398 34 657 143

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note As at
30 September 2022
(unaudited)
31 December 2021
restated*
EQUITY AND LIABILITIES
Equity
Equity attributable to shareholders of the parent
Share capital 676 306 588 018
Share premium 3 348 670 2 692 784
Revaluation reserve - measurement of hedging instruments 243 466 108 917
Retained earnings 11 523 301 10 636 605
Total equity attributable to shareholders of the parent 15 791 743 14 026 324
Non-controlling interests 1 318 925 1 175 576
Total equity 17 110 668 15 201 900
LIABILITIES
Non-current liabilities
Credit facilities, loans and debt securities 17 4 159 647 4 457 014
Trade and other payables
Liabilities arising from contracts with customers
14 25 257
15 904
123 947
18 389
Lease liabilities 598 976 565 993
Accounting for subsidies and road lighting modernisation services 19 440 086 377 016
Deferred income tax provision 8 538 752 479 389
Employee benefit liabilities 787 561 962 473
Financial liabilities measured at fair value 50 956 17 588
Provisions for other liabilities and other charges 18 903 602 874 929
Total non-current liabilities 7 520 741 7 876 738
Current liabilities
Credit facilities, loans and debt securities 17 437 989 2 177 791
Trade and other payables 3 882 341 4 439 560
Liabilities arising from contracts with customers 14 358 535 441 947
Lease liabilities
Accounting for subsidies and road lighting modernisation services
19 29 974
20 195
30 678
18 073
Current income tax liabilities 425 265 63 774
Employee benefit liabilities 561 515 525 031
Liabilities concerning the equivalent for rights to free purchase of shares 281 281
Financial liabilities measured at fair value 267 809 247 929
Provisions for other liabilities and other charges 18 6 159 085 3 633 441
Total current liabilities 12 142 989 11 578 505
Total liabilities 19 663 730 19 455 243
TOTAL EQUITY AND LIABILITIES 36 774 398 34 657 143

* the presentation restatement of data for the comparative period is presented in note 5 to these condensed consolidated interim financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(a) Q3 2022 (unaudited)

Equity
attributable
to
shareholders
of
the
parent
Share
capital
(nominal
amount)
Reserve
for
revaluation
and
merger
accounting
Total
share
capital
Share
premium
Revaluation
reserve
-
measurement
of
financial
instruments
Revaluation
reserve
-
measurement
of
hedging
instruments
Retained
earnings
Non-controlling
interests
Total
equity
As
at
1
January
2022
441 443 146 575 588 018 2 692 784 - 108 917 10
620
839
1 167 450 15
178
008
Adjustment
due
to
amendments
to
IAS
16
- - - - - - 15 766 8 126 23 892
As
at
1
January
2022,
adjusted
441 443 146 575 588 018 2
692
784
108 917 10
636
605
1
175
576
15
201
900
Net
profit
for
the
reporting
period
- - - - - - 788
787
118
010
906
797
Net
other
comprehensive
income
- - - - - 134
576
123 584 2 952 261
112
Net
comprehensive
income
recognised
in
the
period
- - - - - 134
576
912
371
120
962
1
167
909
Dividends - - - - - - - (30
129)
(30
129)
Issue
of
ordinary
shares
88 288 - 88 288 662 164 - - - - 750 452
Cost
of
issue
of
ordinary
shares
- - - (6
278)
- - - - (6
278)
Change
in
non-controlling
interests
- - - - - - (25
675)
52 516 26 841
in
subsidiaries
Other - - - - - (27) - - (27)
As
at
30
September
2022
529 731 146 575 676 306 3
348
670
- 243
466
11
523
301
1
318
925
17
110
668

(b) Q3 2021 (unaudited)

Equity
attributable
to
shareholders
of
the
parent
Share
capital
(nominal
amount)
Reserve
for
revaluation
and
merger
accounting
Total
share
capital
Share
premium
Revaluation
reserve
-
measurement
of
financial
instruments
Revaluation
reserve
-
measurement
of
hedging
instruments
Retained
earnings
Non-controlling
interests
Total
equity
As
at
January
2021
441 443 146 575 588 018 3 632 464 (16
295)
(105
534)
7
938
162
1 057 538 13
094
353
Net
profit
for
the
reporting
period*
- - - - - - 1 277
102
66
775
1 343
877
Net
other
comprehensive
income
- - - - 17 036 91
524
2 222 (243) 110
539
Net
comprehensive
income
recognised
in
the
period
- - - - 17 036 91
524
1 279
324
66
532
1 454
416
Dividends - - - - - - - (86) (86)
Coverage
of
net
loss
-
transfer
- - - (939
680)
- - 939 680 - -
Other - - - - (741) - 741 - -
As
at
30
September
2021
441 443 146 575 588 018 2
692
784
- (14
010)
10
157
907
1
123
984
14
548
683

*the table shows a restated amount of net profit as explained in note 5 to these condensed consolidated interim financial statements

CONSOLIDATED STATEMENT OF CASH FLOWS

For the nine-month period ended
Note 30 September 2022
(unaudited)
30 September 2021
restated* (unaudited)
Cash flows from operating activities
Net profit for the reporting period 906 797 1 343 877
Adjustments:
Income tax in profit or loss
Depreciation/amortisation
8 193 429
1 181 685
290 748
1 143 749
Loss on change, sale and liquidation of property, plant and equipment 29 678 32 118
and right-of-use assets
Impairment losses on non-financial non-current assets
2 754 3 445
(Gain)/loss on sale of financial assets (15 542) 2 805
Interest income
Dividend income
(83 086)
(1 163)
(13 705)
(217)
Interest costs 187 342 113 120
Gain on measurement of financial instruments
Impairment of financial assets at amortised cost
(185 260)
10 962
(60 693)
13 762
Share of profit of associates and jointly controlled entities (65 196) (126 054)
Other adjustments (24 205) (16 418)
Total adjustments
Paid income tax
1 231 398
(320 937)
1 382 660
(298 772)
Changes in working capital:
CO2 emission allowances
Inventories
2 564 279
(177 369)
1 425 850
(153 157)
Trade and other receivables (1 964 644) (492 551)
Trade and other payables (720 896) 3 026 760
Employee benefit liabilities
Accounting for subsidies and road lighting modernisation services
17 847
63 460
(3 767)
52 775
Provisions for other liabilities and charges 2 601 445 400 454
Total changes in working capital 2 384 122 4 256 364
Net cash flows from operating activities 4 201 380 6 684 129
Cash flows from investing activities
Purchase of non-current tangible and intangible assets and right-of-use assets
(1 832 933) (1 328 305)
Proceeds from sale of non-current tangible and intangible assets and right-of-use
assets 1 379 2 098
Purchase of financial assets
Proceeds from sale of financial assets
(250 265)
279 149
(31 607)
53 136
Purchase of associates and jointly controlled entities (1 009) (375)
Sale of associates and jointly controlled entities
Received dividends
1 000
1 163
982
97
(Outflows)/inflows concerning funds held at Mine Decommissioning Fund bank (226) 365
account
Received interest
Other inflows/(outflows) from investing activities
19 047
477
23
(329)
Net cash flows from investing activities (1 782 218) (1 303 915)
Cash flows from financing activities
Credit and loans received 1 875
Repayment of credit and loans
Bond buy-back
(144 701)
(1 955 111)
(144 391)
(997 110)
Dividends paid (30 129) (104)
Repayment of lease liabilities (35 796) (31 945)
Proceeds from share issue
Interest paid
750 452
(125 086)

(108 434)
Expenses related to share issue (6 278)
Other inflows/(outflows) from financing activities 24 604 (4 094)
Net cash flows from financing activities (1 520 170) (1 286 078)
Total net cash flows 898 992 4 094 136
Cash at the beginning of reporting period 4 153 553 1 941 554
Cash at the end of reporting period 5 052 545 6 035 690
including restricted cash 380 411 333 529

* the presentation restatement of data for the comparative period is presented in note 5 to these condensed consolidated interim financial statements.

ADDITIONAL INFORMATION AND EXPLANATIONS

General information

1. General information on the Parent

Name: ENEA Spółka Akcyjna
Legal form: spółka akcyjna (joint-stock company)
Country of registration: Poland
Registered office: Poznań, Poland
Address: ul. Pastelowa 8, 60-198 Poznań
Location of business: Poland
KRS: 0000012483
Telephone number: (+48 61) 884 55 44
Fax number: (+48 61) 884 59 59
E-mail: [email protected]
Website: www.enea.pl
REGON number: 630139960
NIP number: 777-00-20-640

ENEA S.A. ("Company," "Parent") is the parent entity for ENEA Group ("Group").

As at 30 September 2022, the Parent's shareholding structure was as follows:

Poland's State Treasury Other shareholders Total
As at 30 September 2022 52.29% 47.71% 100.00%

As at 30 September 2022, the Parent's highest-level controlling entity was the State Treasury.

As at 30 September 2022, ENEA S.A.'s statutory share capital amounted to PLN 529 731 thousand (PLN 676 306 thousand after restatement to EU IFRS, taking into account hyperinflation and other adjustments) and was divided into 529 731 093 shares.

The Parent's duration is indefinite.

Its activities are conducted on the basis of relevant concessions issued for the Parent and for specific Group companies.

The Group's condensed consolidated interim financial statements cover the nine-month period ended 30 September 2022 and contain comparative data for the nine-month period ended 30 September 2021 and the year ended 31 December 2021.

2. Group composition

As at 30 September 2022, ENEA Group consisted of the parent - ENEA S.A., 18 subsidiaries, 7 indirect subsidiaries, 2 jointly controlled entities and 4 associates.

ENEA Group's principal business activities are as follows:

  • production of electric and thermal energy (ENEA Wytwarzanie Sp. z o.o., ENEA Elektrownia Połaniec S.A., Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. w Obornikach, Miejska Energetyka Cieplna Piła Sp. z o.o., ENEA Ciepło Sp. z o.o., ENEA Nowa Energia Sp. z o.o.);
  • trade of electricity (ENEA S.A., ENEA Trading Sp. z o.o.);
  • distribution of electricity (ENEA Operator Sp. z o.o.);
  • distribution of heat (Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. w Obornikach, Miejska Energetyka Cieplna Piła Sp. z o.o., ENEA Ciepło Sp. z o.o.);

mining and enriching of hard coal (LW Bogdanka S.A.)

Company name Activity Registered
office
ENEA S.A.'s stake
in total number
of voting rights
as at
30 September 2022
ENEA S.A.'s stake
in total number
of voting rights
as at
31 December 2021
SUBSIDIARIES
1. ENEA Operator Sp. z o.o. distribution Poznań 100% 100%
2. ENEA Wytwarzanie Sp. z o.o. generation Świerże Górne 100% 100%
3. ENEA Elektrownia
Połaniec S.A.
generation Połaniec 100% 100%
4. ENEA Oświetlenie Sp. z o.o. other activity Szczecin 100% 100%
5. ENEA Trading Sp. z o.o. trade Świerże Górne 100% 100%
6. ENEA Serwis Sp. z o.o. distribution Lipno 100% 100%
7. ENEA Centrum Sp. z o.o. other activity Poznań 100% 100%
8. ENEA Pomiary Sp. z o.o. distribution Poznań 100% 100%
9. ENERGO-TOUR Sp. z o.o.
w likwidacji
other activity Poznań 100%5 100%5
10. ENEA Innowacje Sp. z o.o. other activity Warsaw 100%6 100%
11. Lubelski Węgiel
BOGDANKA S.A.
mining Bogdanka 64.57%11 65.99%
12. ENEA Ciepło Sp. z o.o. generation Białystok 99.94%13 99.94%
13. ENEA Ciepło Serwis Sp. z o.o. generation Białystok 100%13 100%
14. Przedsiębiorstwo Energetyki
Cieplnej Sp. z o.o.
generation Oborniki 99.93% 99.93%
15. Miejska Energetyka Cieplna Piła
Sp. z o.o.
generation Piła 71.11% 71.11%
16. ENEA Nowa Energia Sp. z o.o. generation Radom 100% 100%
17. ENEA ELKOGAZ Sp. z o.o. generation Warsaw 100%8 -
18. ENEA Power&Gas
Trading Sp. z o.o.
trade Warsaw 100%9 -
INDIRECT SUBSIDIARIES
19. ENEA Logistyka Sp. z o.o. distribution Poznań 100%3 100%3
20. ENEA Bioenergia Sp. z o.o. generation Połaniec 100%1 100%1
21. ENEA Połaniec Serwis
Sp. z o.o.
generation Połaniec 100%1 100%1
22. EkoTRANS Bogdanka
Sp. z o.o.
mining Bogdanka 64.57%2 65.99%2
23. RG Bogdanka Sp. z o.o. mining Bogdanka 64.57%2 65.99%2
24. MR Bogdanka Sp. z o.o. mining Bogdanka 64.57%2 65.99%2
25. Łęczyńska Energetyka
Sp. z o.o.
mining Bogdanka 57.27%2 58.53%2
26.
27.
SUN ENERGY 7 Sp. z o.o.
GPK energia Sp. z o.o.
generation
generation
Główczyce
Krzęcin
10
-
10
-
100%4
100%4
JOINTLY CONTROLLED ENTITIES
28. Polska Grupa Górnicza S.A. - Katowice 7.66% 7.66%
29. Elektrownia Ostrołęka
Sp. z o.o.
- Ostrołęka 50% 50%
ASSOCIATES
30. Polimex – Mostostal S.A. - Warsaw 16.31%7 16.4%
31. Elektrownia Wiatrowa Baltica-4
Sp. z o.o.
- Warsaw 33,81%12 -
32. Elektrownia Wiatrowa Baltica-5
Sp. z o.o.
- Warsaw 33,81%12 -
33. Elektrownia Wiatrowa Baltica-6
Sp. z o.o.
- Warsaw 33,76%12 -

1 – indirect subsidiary through stake in ENEA Elektrownia Połaniec S.A.

  • 2 indirect subsidiary through stake in Lubelski Węgiel BOGDANKA S.A.
  • 3 indirect subsidiary through stake in ENEA Operator Sp. z o.o.
  • 4 indirect subsidiary through stake in ENEA Nowa Energia Sp. z o.o.

5 – on 30 March 2015 the company's extraordinary general meeting adopted a resolution on the dissolution of the company following a liquidation proceeding; the resolution entered into force on 1 April 2015. An application for the company to be removed from the National Court Register was filed on 5 November 2015. At the date on which these condensed consolidated interim financial statements were prepared, procedural activities connected with removing the entity from the National Court Register were in progress.

6 – on 28 February 2022 an Extraordinary General Meeting of ENEA Innowacje Sp. z o.o. adopted a resolution regarding an increase of the company's share capital by PLN 5 000 thousand, i.e. from PLN 30 860 thousand to PLN 35 860 thousand, by issuing 50 000 new shares with a nominal value of PLN 100.00 each. All of the new-issue shares were acquired by ENEA S.A. and were paid for with a cash contribution. The share capital increase was registered at the National Court Register on 8 August 2022.

7 – on 30 March 2022 ENEA S.A. submitted a demand to exercise a call option and made a transfer for 187 500 shares of Polimex Mostostal S.A. The increase of Polimex Mostostal S.A.'s share capital by PLN 1 500 thousand, i.e. from PLN 475 738 thousand to PLN 477 238 thousand, by admitting 750 000 ordinary bearer shares series S with a nominal value of PLN 2 each, was registered on 1 April 2022. In June 2022 the sale of 195 118 Polimex – Mostostal S.A. shares previously held by ENEA S.A. was finalised, thus decreasing ENEA S.A.'s stake in that company's share capital from 16.48% to 16.39%. In July 2022 the Company sold 117 382 shares and thus ENEA S.A. reduced its stake in that company's share capital to 16.31%. The increase of Polimex Mostostal S.A.'s share capital by PLN 1 000 thousand, i.e. from PLN 477 238 thousand to PLN 478 238 thousand, by admitting 500 000 ordinary bearer shares series S with a nominal value of PLN 2 each, was registered on 14 July 2022. As of the date on which these condensed consolidated interim financial statements were prepared, ENEA S.A. holds a 16.31% stake in that company's share capital.

8 – on 16 March 2022 ENEA S.A. formed ENEA ELKOGAZ Sp. z o.o., based in Warsaw. The company's share capital amounts to PLN 19 000 thousand and is divided into 190 000 shares with a nominal value of PLN 100.00 each. ENEA S.A. took up 100% of the company's shares.

9 – on 30 March 2022 ENEA S.A. formed ENEA Power&Gas Trading Sp. z o.o., based in Warsaw. The company's share capital amounts to PLN 3 200 thousand and is divided into 32 000 shares with a nominal value of PLN 100.00 each. ENEA S.A. took up 100% of the company's shares.

10 - on 14 December 2021 ENEA Nowa Energia Sp. z o.o. signed an agreement to purchase 100 shares in SUN ENERGY 7 Sp. z o.o., with a nominal value of PLN 50.00 each and total nominal value of PLN 5 thousand, constituting 100% of its share capital, for a total of PLN 2 921 thousand. On 14 December 2021 ENEA Nowa Energia Sp. z o.o. signed an agreement to purchase 100 shares in GPK energia Sp. z o.o., with a nominal value of PLN 50.00 each and total nominal value of PLN 5 thousand, constituting 100% of its share capital, for a total of PLN 487 thousand. On 3 March 2022, a plan was published in Monitor Sądowy i Gospodarczy for the merger of ENEA Nowa Energia Sp. z o.o. (acquiring company) with special-purpose vehicles SUN ENERGY 7 Sp. z o.o. and GPK energia Sp. z o.o. (acquired companies). The merger of SUN ENERGY 7 Sp. z o.o. and GPK energia Sp. z o.o. with ENEA Nowa Energia Sp. z o.o. was registered at the National Court Register on 20 May 2022.

11 - in the period from 27 April 2022 to 7 June 2022 ENEA Wytwarzanie Sp. z o.o. sold, via the Warsaw Stock Exchange, a total of 486 645 shares of Lubelski Węgiel "Bogdanka" S.A., based in Bogdanka, i.e. all of this company's shares held by ENEA Wytwarzanie Sp. z o.o.

12 – on 3 August 2022 ENEA S.A. and PGE Polska Grupa Energetyczna S.A. executed an agreement pursuant to which ENEA S.A. acquired a 33.8% stake in SPVs (Elektrownia Wiatrowa Baltica-4 Sp. z o.o., Elektrownia Wiatrowa Baltica-5 Sp. z o.o., Elektrownia Wiatrowa Baltica-6 Sp. z o.o.) that are intended to build and develop offshore wind farms at three locations in the Baltic Sea.

13 - on 25 August 2022, an Extraordinary General Meeting of ENEA Ciepło Sp. z o.o. and ENEA Ciepło Serwis Sp. z o.o. regarding the companies' merger was held, with ENEA Ciepło Sp. z o.o. being the acquiring company. The merger was registered at the National Court Register on 3 October 2022.

3. Management Board and Supervisory Board composition

Management Board
As at As at
30 September 2022 Appointment 31 December 2021 End of term /
resignation
President of the Management Board Paweł Majewski 25 April 2022 Paweł Szczeszek 10 April 2022
Member of the Management Board,
responsible for finance
Rafał Mucha Rafał Mucha
Member of the Management Board,
responsible for sales
Tomasz Siwak Tomasz Siwak
Member of the Management Board,
responsible for corporate affairs
Dariusz Szymczak 25 June 2022 Tomasz
Szczegielniak
24 June 2022
Member of the Management Board,
responsible for operations
Marcin Pawlicki Marcin Pawlicki
Member of the Management Board,
responsible for strategy and
development
Lech Żak Lech Żak

Mr. Paweł Szczeszek's resignation as President of the Management Board, ENEA S.A., effective from 10 April 2022, was received on 8 April 2022.

On 8 April 2022, the Company's Supervisory Board decided to entrust the performance of the duties of the President of the Company's Management Board to Mr. Rafał Mucha - Member of the Management Board in charge of finance, starting from 11 April 2022, until the appointment of President of the Management Board, however not longer than for the term that commenced on the date of the Company's Ordinary General Meeting approving the 2018 financial statements, while performing the current duties of the Member of the Management Board in charge of finance.

On 20 April 2022, the Supervisory Board of ENEA S.A. adopted a resolution to appoint, as of 25 April 2022, Mr. Paweł Majewski as President of the Management Board, ENEA S.A., for a joint term that began on the date of the Company's Ordinary General Meeting approving the 2018 financial statements.

On 14 June 2022 the Company's Supervisory Board adopted resolutions concerning the appointment for a new joint term, effective from the day following the day of the Company's Ordinary General Meeting approving its financial statements for 2021, i.e. from 25 June 2022, of the following Management Board members:

  • Mr. Paweł Majewski as President of the Management Board of ENEA S.A.,

  • Mr. Tomasz Siwak as Member of ENEA S.A.'s Management Board in charge of sales,

  • Mr. Rafał Mucha as Member of ENEA S.A.'s Management Board in charge of finance,

  • Mr. Dariusz Szymczak as Member of ENEA S.A.'s Management Board in charge of corporate affairs

  • Mr. Marcin Pawlicki as Member of ENEA S.A.'s Management Board in charge of operations

  • Mr. Lech Adam Żak as Member of ENEA S.A.'s Management Board in charge of strategy and development.

Supervisory Board

As at
30 September 2022
Appointment As at
31 December 2021
End of term /
resignation
Chairperson of the Supervisory
Board Rafał Włodarski Rafał Włodarski
Deputy Chairperson of the Roman Stryjski Roman Stryjski
Supervisory Board
Secretary of the Supervisory Board
Mariusz Pliszka Michał Jaciubek 24 June 2022
Member of the Supervisory Board Łukasz Ciołko 16 September 2022 Dorota Szymanek 11 July 2022
Member of the Supervisory Board Mariusz Damasiewicz 25 June 2022 Maciej Mazur 24 June 2022
Member of the Supervisory Board Mariusz Romańczuk 25 June 2022 Piotr Mirkowski 24 June 2022
Member of the Supervisory Board Paweł Koroblowski Paweł Koroblowski
Member of the Supervisory Board Tomasz Lis Tomasz Lis
Member of the Supervisory Board Mariusz Pliszka

On 10 March 2022 the Company's Extraordinary General Meeting adopted a resolution appointing Mr. Radosław Kwaśnicki as member of ENEA S.A.'s Supervisory Board, 10th term, effective from the same date.

On 24 June 2022 the Company's Ordinary General Meeting adopted resolutions to appoint the following persons for the 11th joint term of ENEA S.A.'s Supervisory Board, effective from 25 June 2022:

  • Mr. Mariusz Damasiewicz,

  • Mr. Mariusz Pliszka,

  • Mr. Mariusz Romańczuk,

  • Mr. Rafał Włodarski, who was also appointed as Chairperson of the Supervisory Board,
  • Mr. Paweł Koroblowski,
  • Mr. Tomasz Lis,

  • Mr. Radosław Kwaśnicki,

  • Mrs. Dorota Szymanek,

  • Mr. Roman Stryjski.

On 6 July 2022 the Company's Supervisory Board appointed Mr. Roman Stryjski as Deputy Chairperson of ENEA S.A.'s Supervisory Board, 11th joint term.

On 6 July 2022 the Company's Supervisory Board appointed Mr. Mariusz Pliszka as Secretary of ENEA S.A.'s Supervisory Board, 11th joint term.

On 11 July 2022 the Company received Mrs. Dorota Szymanek's resignation from ENEA S.A.'s Supervisory Board, effective from 11 July 2022.

On 5 August 2022, the Company received Mr. Radosław Kwaśnicki's resignation as Member of ENEA S.A.'s Supervisory Board, effective from 31 August 2022.

On 16 September 2022, the Company received a statement from the Minster of State Assets regarding use by the Minister of State Assets of an authorisation to appoint, pursuant to § 24 sec. 1 of the Company's Articles of Association, a member of the Supervisory Board of ENEA S.A. Under the aforementioned authorisation, Mr. Łukasz Ciołko was appointed to the Company's Supervisory Board as of 16 September 2022.

On 18 November 2022, the Company's Extraordinary General Meeting adopted a resolution pursuant to which Mr. Paweł Koroblowski was dismissed from the 11th term of ENEA S.A.'s Supervisory Board, effective from the same date.

On 18 November 2022, the Company's Extraordinary General Meeting adopted a resolution pursuant to which Mrs. Aneta Kordowska, Mr. Paweł Łącki and Mr. Piotr Zborowski were appointed for the 11th term of ENEA S.A.'s Supervisory Board, effective from the same date.

The following table contains the composition of ENEA S.A.'s Supervisory Board as of the date on which these consolidated financial statements:

As at
23 November 2022
Rafał Włodarski
Roman Stryjski
Mariusz Pliszka
Łukasz Ciołko
Mariusz Damasiewicz
Tomasz Lis
Mariusz Romańczuk
Aneta Kordowska
Paweł Łącki
Piotr Zborowski

4. Basis for preparing financial statements

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

The Parent's Management Board used its best knowledge as to the application of standards and interpretations as well as methods and rules for the measurement of items in ENEA Group's condensed consolidated interim financial statements in accordance with EU IFRS as at 30 September 2022. The presented tables and explanations are prepared with due diligence. These condensed consolidated interim financial statements have not been reviewed by a statutory auditor. The accounting rules below are applied consistently across all of the presented periods unless stated otherwise.

These condensed consolidated interim financial statements are prepared on a going concern basis for the foreseeable future. There are no circumstances such as would indicate a threat to the Group's going concern.

These condensed consolidated interim financial statements should be read in conjunction with ENEA Group's consolidated financial statements for the financial year ended 31 December 2021.

5. Accounting rules (policy) and significant estimates and assumptions

These condensed consolidated interim financial statements are prepared in accordance with accounting rules that are consistent with those applied in preparing the most recent annual consolidated financial statements, for the financial year ended 31 December 2021, except for the amendments to IAS 16 Property, Plant and Equipment, applied for the first time starting from 1 January 2022. The impact of these amendments is presented below.

Drafting condensed consolidated interim financial statements in accordance with IAS 34 requires the Management Board to adopt certain assumptions and make estimates that have an impact on the application of accounting rules and on amounts being presented in the condensed consolidated interim financial statements and explanatory notes to these statements. Such assumptions and estimates are based on the Management Board's best knowledge regarding current and future events and activities. However, actual results may differ from forecasts. The estimates used in preparing these condensed consolidated interim financial statements are consistent with the estimates used in preparing the consolidated financial statements for the most recent financial year. The estimated values presented in previous financial years do not have a material impact on the present interim period.

Amendments to IAS 16 Property, Plant and Equipment

From 1 January 2022, the Group applied for the first time the amendments to IAS 16, Property, Plant and Equipment, to prohibit the adjustment of the cost of property, plant and equipment by amounts received from the sale of items produced while the property, plant and equipment is being prepared to commence operation in accordance with management's intentions. Instead, the entity is required to recognise the aforementioned revenue sales and related costs directly in the statement of profit and loss. This change is crucial in relation to the inclusion in the cost of workings of the value of the coal obtained during their excavation.

Given the above, from 1 January 2022, revenue from the sale of coal obtained during the excavation of workings does not reduce the initial value of the workings; however, it is necessary to adjust the costs incurred for the excavation of workings by that part of the costs that relates to the production of coal obtained during the excavation. The amendment has been applied retrospectively, to property, plant and equipment (workings) that were adjusted to the location and conditions necessary to enable them to operate in the manner intended by management on or after the start date of the earliest period presented in these condensed consolidated interim financial statements (i.e. as at 1 January 2021). The total net effect of the first-time application of this amendment amounted to PLN 23 892 thousand and was recognised as an adjustment to the opening balance of retained earnings and non-controlling interests at 1 January 2022 (as seen in the consolidated statement of changes in equity). This figure consists of an increase in the net value of property, plant and equipment by PLN 29 496 thousand, adjusted for the tax effect in the form of an increase in the value of deferred tax liabilities by PLN 5 604 thousand.

The impact of applying the amendment to IAS 16 Property, Plant and Equipment on the consolidated statement of financial position as at 1 January 2022 is shown in the table below.

As at
31 December 2021 Impact of amendment
to IAS 16
1 January 2022
ASSETS
Property, plant and equipment
Other items
19 225 475
3 112 218
29 496
-
19 254 971
3 112 218
Non-current assets 22 337 693 29 496 22 367 189
Current assets 12 289 954 - 12 289 954
Total assets 34 627 647 29 496 34 657 143
EQUITY AND LIABILITIES
Retained earnings 10 620 839 15 766 10 636 605
Non-controlling interests
Other items
1 167 450
3 389 719
8 126
-
1 175 576
3 389 719
Equity 15 178 008 23 892 15 201 900
Deferred income tax provision
Other items
473 785
7 397 349
5 604
-
479 389
7 397 349
Non-current liabilities 7 871 134 5 604 7 876 738
Current liabilities 11 578 505 - 11 578 505
Kapitał własny i zobowiązania razem 34 627 647 29 496 34 657 143

At the same time, in order to maintain the comparability of comparative data, data for the nine months ended 30 September 2021 was been restated. The total impact of the adjustment on the period's result as of 30 September 2021 was PLN 11 530 thousand.

The impact of applying the amendment to IAS 16 Property, Plant and Equipment on the consolidated statement of comprehensive income and consolidated statement of cash flows for the nine month period ended 30 September 2021 is shown in the tables below.

For the nine-month period ended
30 September 2021
(approved data)
Impact
of amendment
to IAS 16
30 September 2021
(restated data)
Net profit for the reporting period
Adjustments:
1 332 347 11 530 1 343 877
Income tax in profit or loss 288 043 2 705 290 748
Other items 1 091 912 - 1 091 912
Total adjustments 1 379 955 2 705 1 382 660
Paid income tax (298 772) - (298 772)
Changes in working capital 4 256 364 - 4 256 364
Net cash flows from operating activities 6 669 894 14 235 6 684 129
Purchase of non-current tangible and intangible assets
and right-of-use assets
(1 314 070) (14 235) (1 328 305)
Other items 24 390 - 24 390
Net cash flows from investing activities (1 289 680) (14 235) (1 303 915)
Net cash flows from financing activities (1 286 078) - (1 286 078)
Total net cash flows 4 094 136 - 4 094 136
Cash at the beginning of reporting period 1 941 554 - 1 941 554
Cash at the end of reporting period 6 035 690 - 6 035 690

For
the
nine-month
period
ended
30
September
2021
For
the
three-month
period
ended
30
September
2021
Approved
data
Impact
of
amendment
to
IAS
16
Restated
data
Approved
data
Impact
of
amendment
to
IAS
16
Restated
data
Revenue
from
sales
15 335 718 52 030 15
387
748
5
482
552
14 683 5
497
235
Excise
duty
(54
356)
- (54
356)
(17
659)
- (17
659)
Net
revenue
from
sales
15 281 362 52 030 15
333
392
5
464
893
14 683 5
479
576
Revenue
from
operating
leases
and
subleases
9 131 - 9 131 2 262 - 2 262
Revenue
from
sales
and
other
income
15 290 493 52 030 15
342
523
5
467
155
14
683
5
481
838
Employee
benefit
costs
(1
564
250)
(9
640)
(1
573
890)
(521
937)
(3
231)
(525
168)
Use
of
materials
and
raw
materials
and
value
of
goods
sold
(3
375
160)
(20
200)
(3
395
360)
(1
277
198)
(5
484)
(1
282
682)
Other
third-party
services
(673
547)
(7
955)
(681
502)
(233
931)
(1
884)
(235
815)
Other
items
(8
051
723)
- (8
051
723)
(2
707
466)
- (2
707
466)
Operating
profit
1 625 813 14
235
1 640 048 726 623 4
084
730 707
Other
items
(5
423)
- (5
423)
(35
547)
- (35
547)
Profit
before
tax
1 620 390 14
235
1 634 625 691 076 4
084
695 160
Income
tax
(288
043)
(2
705)
(290
748)
(94
759)
(776) (95
535)
Net
profit
for
the
reporting
period
1 332 347 11
530
1 343 877 596 317 3
308
599 625
Net
other
comprehensive
income
110 539 - 110 539 26 101 - 26 101
Comprehensive
income
for
the
reporting
period
1 442 886 11 530 1 454 416 622 418 3 308 625 726
Including
net
profit:
attributable
to
shareholders
of
the
Parent
1 269 493 7 609 1 277 102 570 113 2 183 572 296
attributable
to
non-controlling
interests
62 854 3 921 66 775 26 204 1 125 27 329
Including
comprehensive
income:
attributable
to
shareholders
of
the
Parent
1 380 275 7 609 1 387 884 596 214 2 183 598 397
attributable
to
non-controlling
interests
62 611 3 921 66 532 26 204 1 125 27 329

6. Functional currency and presentation currency

Items in the financial statements of individual Group entities are measured in the main currency of the economic setting in which the entity operates (in the functional currency).

The condensed consolidated interim financial statements are presented in PLN, which is the functional and presentation currency for all of the Group's entities. Items in financial statements are rounded to full thousands of zlotys (PLN 000s), unless otherwise stated.

Operating segments

The Group presents segment information in accordance with IFRS 8 Operating Segments. Operating segments correspond to the reporting segments and are not aggregated. The Group's activities are managed in operating segments that are distinct in terms of products and services. ENEA Group reports four operating segments and other activity, as shown below.

Segment revenue is revenue generated from sales to external customers and transactions with other segments that can be directly attributed to the given segment. Segment costs include the cost of sales to external customers and costs of transactions with other segments within the Group that result from the operating activities of a given segment and can be directly attributed to the given segment. Market prices are applied to inter-segment transactions, which makes it possible for units to generate margins sufficient to independently operate on the market.

In analysing segment results, the Group especially focuses on EBITDA. EBITDA is defined as operating profit (calculated as result before tax adjusted by the share of results of associates and jointly controlled entities, impairment of financial assets at amortised cost, impairment of investments in jointly controlled entities, finance income, dividend income and finance costs) plus amortisation and impairment of non-financial non-current assets.

Rules for determining segment results and segment assets and liabilities are in compliance with the accounting rules used in preparing consolidated financial statements. In connection with the amendment to IAS 16 Property, Plant and Equipment, as presented in note 5 to these condensed consolidated interim financial statements, the Group made a presentation restatement of its segments for the comparative period.

The additional information and explanations presented on pages 9-52 constitute an integral part of these condensed consolidated interim financial statements.

Segment results for the period from 1 January to 30 September 2022 are as follows:

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
Inter-segment
sales
8
986
011
1
120
228
2
654
137
22
713
10
408
810
951
089
577
196
1
447
021
96
389
346
492

(3
887
543)
22
722
543
Total
net
revenue
from
sales
10
106
239
2
676
850
11
359
899
2
024
217
442
881
(3
887
543)
22
722
543
Revenue
from
operating
leases
and
subleases
697 5
867
2
859
(79) 9
344
Revenue
from
sales
and
other
income
10
106
239
2
676
850
11
360
596
2
030
084
445
740
(3
887
622)
22
731
887
Total
costs
(9
815
150)
(2
227
845)
(11
410
195)
(1
633
140)
(386
817)
3
920
623
(21
552
524)
Segment
result
291
089
449
005
(49
599)
396
944
58
923
33
001
1
179
363
Depreciation/amortisation
Reversal
/
(recognition)
of
impairment
loss
on
non-financial
non-current
assets
(2
014)
(532
768)
(332
673)
1
737
(274
361)
(4
491)
(55
974)
Segment
result
-
EBITDA
293
103
981
773
281
337
675
796
114
897
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
2.9% 36.7% 2.5% 33.3% 25.8% (68
807)
Operating
profit
1
110
556
Finance
costs
Finance
income
Dividend
income
Impairment
of
financial
assets
at
amortised
cost
Share
of
results
of
associates
and
jointly
controlled
entities
Income
tax
(222
680)
156
953
1
163
(10
962)
65
196
(193
429)
Net
profit
906
797
Share
of
profit
attributable
to
non-controlling
interests
118
010

Segment results for the period from 1 July to 30 September 2022 are as follows:

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
Inter-segment
sales
3
261
942
244
310
879
522
6
929
3
696
952
262
879
148
218
417
594
31
982
140
701

(1
072
413)
8
018
616
Total
net
revenue
from
sales
3
506
252
886
451
3
959
831
565
812
172
683
(1
072
413)
8
018
616
Revenue
from
operating
leases
and
subleases
260 1
941
59 (50) 2
210
Revenue
from
sales
and
other
income
3
506
252
886
451
3
960
091
567
753
172
742
(1
072
463)
8
020
826
Total
costs
(3
180
228)
(723
779)
(4
463
056)
(598
302)
(137
601)
1
153
821
(7
949
145)
Segment
result
326
024
162
672
(502
965)
(30
549)
35
141
81
358
71
681
Depreciation/amortisation
Impairment
losses
on
non-financial
non-current
assets
(670)
(185
219)
(111
543)
(99
879)
(177)
(19
083)
Segment
result
-
EBITDA
326
694
347
891
(391
422)
69
507
54
224
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
9,3% 39,2% (9,9%) 12,2% 31,4% (25
528)
Operating
profit
46
153
Finance
costs
Finance
income
(80
041)
69
656
Dividend
income
Impairment
of
financial
assets
at
amortised
cost
Share
of
results
of
associates
and
jointly
controlled
entities
Income
tax

(3
829)
13
299
231
Net
profit
45
469
Share
of
profit
attributable
to
non-controlling
interests
(4
263)

Segment results for the period from 1 January to 30 September 2021 are as follows:

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
Inter-segment
sales
5
841
699
1
280
001
2
412
794
25
822
6
655
730
549
962
338
421
1
375
910
84
748
297
506

(3
529
201)
15
333
392
Total
net
revenue
from
sales
7
121
700
2
438
616
7
205
692
1
714
331
382
254
(3
529
201)
15
333
392
Revenue
from
operating
leases
and
subleases
652 6
181
2
345
(47) 9
131
Revenue
from
sales
and
other
income
7
121
700
2
438
616
7
206
344
1
720
512
384
599
(3
529
248)
15
342
523
Total
costs
(6
947
718)
(1
908
879)
(6
468
129)
(1
471
220)
(342
634)
3
491
933
(13
646
647)
Segment
result
173
982
529
737
738
215
249
292
41
965
(37
315)
1
695
876
Depreciation/amortisation
Impairment
losses
on
non-financial
non-current
assets
(2
272)
(501
411)
(303
239)
(295
298)
(87)
(54
514)
(3
358)
Segment
result
-
EBITDA
176
254
1
031
148
1
041
454
544
677
99
837
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
2.5% 42.3% 14.5% 31.7% 26.0% (55
828)
Operating
profit
1
640
048
Finance
costs
Finance
income
Dividend
income
Impairment
of
financial
assets
at
amortised
cost
Share
of
results
of
associates
and
jointly
controlled
entities
Income
tax
(165
875)
47
943
217
(13
762)
126
054
(290
748)
Net
profit
1
343
877
Share
of
profit
attributable
to
non-controlling
interests
66
775

Segment results for the period from 1 July to 30 September 2021 are as follows:

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
Inter-segment
sales
1
985
516
489
862
802
251
7
777
2
536
280
205
867
126
338
508
230
29
191
104
675

(1
316
411)
5
479
576
Total
net
revenue
from
sales
2
475
378
810
028
2
742
147
634
568
133
866
(1
316
411)
5
479
576
Revenue
from
operating
leases
and
subleases
202 2
002
69 (11) 2
262
Revenue
from
sales
and
other
income
2
475
378
810
028
2
742
349
636
570
133
935
(1
316
422)
5
481
838
Total
costs
(2
308
707)
(635
682)
(2
458
321)
(528
833)
(112
223)
1
311
976
(4
731
790)
Segment
result
166
671
174
346
284
028
107
737
21
712
(4
446)
750
048
Depreciation/amortisation (673) (169
345)
(102
101)
(108
375)
(17
871)
Impairment
losses
on
non-financial
non-current
assets
(81)
Segment
result
-
EBITDA
167
344
343
691
386
129
216
193
39
583
%
of
revenue
from
sales
and
other
income
6,8% 42,4% 14,1% 34,0% 29,6%
Unallocated
costs
at
Group
level
(administrative
expenses)
(19
341)
Operating
profit
730
707
Finance
costs
(48
964)
Finance
income
12
243
Dividend
income
98
Impairment
of
financial
assets
at
amortised
cost
(3
774)
Share
of
results
of
associates
and
jointly
controlled
entities
4
850
Income
tax
(95
535)
Net
profit
599
625
Share
of
profit
attributable
to
non-controlling
interests
27
329

Other information concerning segments as at 30 September 2022 and for the nine-month period ended on that date is as follows:

Trade Distribution Generation Mining Other
activity
Exclusions Total
Property,
plant
and
equipment
14
772
10
774
393
5
942
201
3
230
706
357
410
(557
065)
19
762
417
Trade
and
other
receivables
3
579
512
457
339
4
792
716
159
826
190
371
(4
239
137)
4
940
627
Costs
related
to
the
conclusion
of
agreements
22
022
22
022
Assets
arising
from
contracts
with
customers
297
806
305
730
805 89 (9
845)
594
585
Total 3
914
112
11
537
462
10
735
722
3
390
532
547
870
(4
806
047)
25
319
651
ASSETS
excluded
from
segments
11
454
747
-
including
property,
plant
and
equipment
10
131
-
including
trade
and
other
receivables
378
590
TOTAL
ASSETS
36
774
398
Trade
and
other
payables
412
480
563
412
871
121
281
932
376
421
(242
838)
2
262
528
Liabilities
arising
from
contracts
with
customers
4
058
747
318
697
491 2
644
4 (4
006
144)
374
439
Total 4
471
227
882
109
871
612
284
576
376
425
(4
248
982)
2
636
967
Equity
and
liabilities
excluded
from
segments
34
137
431
-
including
trade
and
other
payables
1
645
070
TOTAL
EQUITY
AND
LIABILITIES
36
774
398
for
the
9-month
period
ending
30
September
2022
Investment
expenditures
on
property,
plant
and
equipment
and
intangible
assets
218 990
031
275
908
408
270
30
843
(32
696)
1
672
574
Investment
expenditures
on
property,
plant
and
equipment
and
intangible
assets
excluded
from
segments
Depreciation/amortisation 2
014
532
768
332
673
274
361
55
974
(18
414)
1
179
376
Amortisation
excluded
from
segments
2
309
Recognition/(reversal/use)
of
impairment
losses
on
receivables
(6
671)
(1
532)
(808) 118 (160) (9
053)
(Reversal)
/
recognition
of
impairment
losses
on
non-financial
non-current
assets
(1
737)
4
491
2
754

Other information concerning segments as at 31 December 2021 and for the nine-month period ended on 30 September 2021 is as follows:

Trade Distribution Generation Mining Other
activity
Exclusions Total
Property,
plant
and
equipment
14
649
10
281
878
6
006
882
3
126
739
356
482
(541
829)
19
244
801
Trade
and
other
receivables
2
408
036
388
734
1
146
605
326
336
109
769
(994
551)
3
384
929
Costs
related
to
the
conclusion
of
agreements
22
832
22
832
Assets
arising
from
contracts
with
customers
200
773
243
664
225 (31
754)
412
908
Total 2
646
290
10
914
276
7
153
712
3
453
075
466
251
(1
568
134)
23
065
470
ASSETS
excluded
from
segments
-
including
property,
plant
and
equipment
-
including
trade
and
other
receivables
11
591
673
10
170
2
077
TOTAL
ASSETS
34
657
143
Trade
and
other
payables
466
450
614
545
946
396
329
537
114
222
(596
427)
1
874
723
Liabilities
arising
from
contracts
with
customers
475
985
402
652
10 9
704
1
863
(429
878)
460
336
Total 942
435
1
017
197
946
406
339
241
116
085
(1
026
305)
2
335
059
Equity
and
liabilities
excluded
from
segments
-
including
trade
and
other
payables
32
322
084
2
688
784
TOTAL
EQUITY
AND
LIABILITIES
34
657
143
for
the
9-month
period
ending
30
September
2021
Investment
expenditures
on
property,
plant
and
equipment
and
intangible
assets
Investment
expenditures
on
property,
plant
and
equipment
and
intangible
assets
excluded
from
segments
769 555
481
287
828
224
588
10
597
(23
991)
1
055
272
Depreciation/amortisation
Amortisation
excluded
from
segments
2
272
501
411
303
239
295
298
54
514
(15
341)
1
141
393
2
356
Recognition/(reversal/use)
of
impairment
losses
on
receivables
5
171
2
943
(14
419)
2
516
15 (3
774)
Recognition
of
impairment
losses
on
non-financial
non-current
assets
87 3
358
3
445

Explanatory notes to the consolidated statement of comprehensive income

7. Revenue from sales

Net revenue from sales

For the nine-month period ended
30 September 2022 30 September 2021
restated*
Revenue from the sale of electricity
Revenue from the sale of distribution services
18 086 887
2 527 603
11 217 400
2 338 031
Revenue from the sale of goods and materials 155 555 101 866
Revenue from the sale of other products and services 156 489 124 797
Revenue from origin certificates 438 1 744
Revenue from the sale of industrial heat 326 912 298 155
Revenue from the sale of coal 538 834 310 090
Revenue from the sale of gas 253 827 288 358
Revenue from Capacity Market 675 998 652 951
Total net revenue from sales 22 722 543 15 333 392

* the presentation restatement of data for the comparative period is presented in note 5 to these condensed consolidated interim financial statements.

The Group mainly classifies revenue by type of product/service. The key revenue groups are revenue from the sale of electricity (ENEA S.A., ENEA Wytwarzanie, ENEA Trading and ENEA Elektrownia Połaniec) and revenue from the sale of distribution services (ENEA Operator).

Sale of electricity: The Group recognises revenue when an obligation to provide a consideration by providing a promised good or service to the customer is performed (or is being performed). Revenue is recognised on the basis of prices specified in sale agreements, less estimated rebates and other deductions. The key groups of contracts include electricity sale contracts (including framework contracts) for retail, business, key and strategic customers. Under these contracts, service is provided in a continuous manner and the level of revenue depends on usage. Sales to the clearing-house Izba Rozliczeniowa Giełd Towarowych S.A. and the TGE power exchange also take place.

The standard payment deadline for invoices for the sale of electricity at ENEA S.A. is 14 days from VAT invoice date. In the case of business, key and strategic customers, payment deadlines may be negotiated.

Payment deadlines for invoices concerning electricity sales to IRGiT are 1-3 days from delivery and invoice issue. For sales to TGE, payment deadlines are governed by TGE's regulations.

Sale of distribution services: In the case of distribution services sales, ENEA Operator charges a fee that contains separate components: grid fee (variable component), quality fee, grid fee (fixed component), instalment fee, transition fee, capacity fee and renewables fee.

In the case of the quality fee, transition fee, capacity fee and renewables fee, ENEA Operator serves, as a rule, as entity collecting fees and providing this consideration to other market participants, e.g. to Polskie Sieci Elektroenergetyczne S.A. (PSE). These fees (quality fee, transition fee, capacity fee, renewables fee) constitute quasi-taxes collected on behalf of other entities. ENEA Operator acts as agent collecting fees for other energy market participants, including PSE. In consequence, revenue from the sale of distribution services is reduced by the amount of renewables fee, quality fee, capacity fee and transition fee collected. Costs related to the procurement of transmission services and costs related to invoices for renewables support and support for producers are subject to adjustment.

Revenue from the Capacity Market constitutes revenue from the performance of capacity contracts (obligations) executed as a result of the 2021 Auction. The Capacity Market is a market mechanism intended to ensure a stable supply of electricity to households and industry over the long term. At the end of each month, ENEA Group companies are entitled to remuneration from PSE S.A. for fulfilling a capacity obligation. In connection with this obligation, Group companies that are suppliers of capacity for PSE S.A. recognise revenue from Capacity Market transactions each month.

Presented below is revenue from sales, divided into categories that reflect how economic factors influence the amount, payment deadline and the uncertainty of revenue and cash flows.

For the nine-month period ended
30 September 2022 30 September 2021
Revenue from continuous services 21 544 315 14 496 740
Revenue from services provided at specified time 1 178 228 836 652
Total 22 722 543 15 333 392

8. Tax

Deferred income tax

Changes in deferred income tax assets and provision (after offsetting assets and provision) are as follows:

As at
30 September 2022 31 December 2021
Net deferred income tax assets at the beginning of period, after adjustment
resulting from amendments to IAS 16 (as of 1 January 2022), including: 921 483 850 967
- deferred income tax assets at the beginning of period 1 400 872 1 296 061
- provision for deferred tax at the beginning of period, after adjustment
resulting from amendments to IAS 16 479 389 445 094
(Charge)/addition to profit or loss 482 943 146 147
(Charge)/addition to other comprehensive income (61 242) (70 027)
Net deferred income tax assets at the end of period, including: 1 343 184 927 087
- deferred income tax assets at the end of period 1 881 936 1 400 872
- deferred income tax provision at the end of period 538 752 473 785

In the 9-month period ended 30 September 2022, the Group's profit before tax was increased as a result of an increase in net deferred income tax assets by PLN 482 943 thousand (in the 9-month period ended 30 September 2021 the increase to the Group's profit before tax as a result of an increase in net deferred income tax assets amounted to PLN 39 417 thousand).

Explanatory notes to the consolidated statement of financial position

9. Property, plant and equipment

In the 9-month period ending 30 September 2022, the Group purchased property, plant and equipment items for a total of PLN 1 655 203 thousand (in the 9-month period ending 30 September 2021: PLN 1 027 635 thousand). These amounts mainly concern the generation segment (PLN 275 727 thousand), mining (PLN 406 363 thousand) and distribution (PLN 938 730 thousand).

In the 9-month period ending 30 September 2022, the Group sold and liquidated property, plant and equipment items with total net book value of PLN 42 811 thousand (in the 9 months ended 30 September 2021: PLN 35 551 thousand).

In the 9-month period ended 30 September 2022, impairment losses on property, plant and equipment increased by PLN 2 091 thousand on a net basis (in the 9-month period ended 30 September 2021 impairment of property, plant and equipment decreased by PLN 5 215 thousand on a net basis).

As at 30 September 2022, total impairment of property, plant and equipment amounted to PLN 4 868 860 thousand (as at 31 December 2021: PLN 4 866 769 thousand).

Future contract liabilities related to the purchase of property, plant and equipment incurred as at the reporting date but not yet recognised in the statement of financial position reached PLN 1 576 352 thousand as at 30 September 2022 (as at 31 December 2021: PLN 1 444 989 thousand).

Analysis of indications for the necessity to conduct impairment test on non-financial non-current assets

With reference to the impairment testing of non-financial non-current assets presented in the Group's consolidated annual financial statements for the financial year ended 31 December 2021 and in connection with the information and analyses available on changes in the market prices of CO2, electricity, coal, natural gas and forecasts of macroeconomic indicators, the Group conducted an analysis of the indications for the need for impairment testing of non-financial non-current assets as at 30 June 2022. The conclusion of this analysis was that the main indication of possible impairment of non-financial non-current assets is the persistently low value of market capitalisation in relation to the book value of ENEA S.A.'s equity for a long time (ENEA S.A.'s share price was as at 31 August 2022 PLN 7.58, as at 30 June 2022 PLN 9.76 and as at 30 December 2021 PLN 8.51). An analysis of the impact of changes in the prices of products such as electricity, natural gas, hard coal and CO2 emission allowances, alongside interest rates hikes, showed that the value in use of the Group's generating assets was not materially affected. Accordingly, as at 30 June 2022, the Group did not identify the need to recognise the impact of changes in the economic environment, including the political and economic situation in Ukraine, on the value of non-current assets. A more extensive description of the impact of the political and economic situation in Ukraine is presented in note 27. In line with practice and par. 10 of IAS 36, the Group is preparing for an annual test to check whether non-financial non-current assets have been impaired.

10. Intangible assets

In the 9-month period ending 30 September 2022, the Group purchased intangible assets worth PLN 17 371 thousand (in the 9-month period ended 30 September 2021 the Group purchased intangible assets worth PLN 13 402 thousand).

In the 9-month period ending 30 September 2022, the Group did not conduct significant sales or liquidations of intangible assets (in the 9-month period ended 30 September 2021 the Group also did not conduct significant sales or liquidations of intangible assets).

Future contract liabilities related to the purchase of intangible assets incurred as at the reporting date but not yet recognised in the statement of financial position reached PLN 77 834 thousand as at 30 September 2022 (as at 31 December 2021: PLN 56 002 thousand).

11. Investments in associates and jointly controlled entities

As
at
30
September
2022
Elektrownia
Ostrołęka
Sp.
z
o.o.
Polimex
-
Mostostal
S.A.
Polska
Grupa
Górnicza
S.A.
Elektrownia
Wiatrowa
Baltica-4
Sp.
z
o.o.
Elektrownia
Wiatrowa
Baltica-5
Sp.
z
o.o.
Elektrownia
Wiatrowa
Baltica-6
Sp.
z
o.o.
Total
Stake 50.00% 16,31% 7.66% 33.81% 33.81% 33.76%
Current
assets
127 163 1 788 338 1
885
315
212 296 723 3
802
047
Non-current
assets
72 784 635
699
6
721
505
- - - 7
429
988
Total
assets
199 947 2
424
037
8
606
820
212 296 723 11
232
035
Current
liabilities
509 465 1 243 193 6
860
020
825 808 109 8
614
420
Non-current
liabilities
- 266 163 3
187
703
- - - 3
453
866
Total
liabilities
509 465 1 509 356 10
047
723
825 808 109 12
068
286
Net
assets
(309
518)
914 681 (1
440
903)
(613) (512) 614 (836
251)
Share
in
net
assets
- 149 184 - (207) (173) 207 149
011
Goodwill 7
080
15 954 52 697 302 268 216 76
517
- - -
Impairment
of
goodwill
Elimination
of
unrealised
gains/losses
(7
080)
-
-
(6
324)
(52
697)
-
- - - (59
777)
(6
324)
Book
value
of
equity-accounted
investments
at
30
September
2022
- 158 814 - 95 95 423 159 427

The following table shows key financial data concerning associates and jointly controlled entities consolidated using the equity approach:

The Group made a consolidation adjustment concerning margins on sales in transactions between the Group and Polimex - Mostostal S.A. by PLN 6 324 thousand.

In the item: Share of the results of associates and jointly-controlled entities in the consolidated statement of comprehensive income provisions for future investment commitments toward Elektrownia Ostrołęka Sp. z o.o. of PLN 44 116 thousand were released.

As
at
31
December
2021
Elektrownia
Ostrołęka
Sp.
z
o.o.
Polimex
-
Mostostal
S.A.
Polska
Grupa
Górnicza
S.A.
ElectroMobility
Poland
S.A.
Total
Stake 50.00% 16.40% 7.66%
Current
assets
26
136
1
544
255
2
029
214
3
599
605
Non-current
assets
65
553
672
343
8
232
241
8
970
137
Total
assets
91
689
2
216
598
10
261
455
12
569
742
Current
liabilities
573
465
1
155
998
7
752
847
9
482
310
Non-current
liabilities
275
695
2
802
195
3
077
890
Total
liabilities
573
465
1
431
693
10
555
042
12
560
200
Net
assets
(481
776)
784
905
(293
587)
9
542
Share
in
net
assets
128
724
128
724
Goodwill 7
080
15
954
52
697
75
731
Impairment
of
goodwill
(7
080)
(52
697)
(59
777)
Elimination
of
unrealised
gains/losses
(6
797)
(6
797)
Book
value
of
equity-accounted
investments
at
31
December
2021
137
881
137
881

Change in investments in subsidiaries, associates and jointly controlled entities

As at
30 September 2022 31 December 2021
As at the beginning of period 137 881 133 647
Change in the change in net assets 21 080 16 854
Purchase of investments 1 123 848
Sale of investments (657) (393)
Reclassification to financial assets at fair value - (13 075)
As at the reporting date 159 427 137 881

Implementation of project to build Elektrownia Ostrołęka C

As at 30 September 2022, ENEA S.A. held 9 124 821 shares of Elektrownia Ostrołęka Sp. z o.o., with a nominal value of PLN 50 each and total nominal value of PLN 456 241 thousand.

Moreover, ENEA S.A. and ENERGA S.A. are in equal parts parties to two loan agreements concluded with Elektrownia Ostrołęka Sp. z o.o. in the amount of up to PLN 340 000 thousand of 23 December 2019 and up to PLN 58 000 thousand of 17 July 2019.

Impairment of loans issued to Elektrownia Ostrołęka Sp. z o.o. as at 30 September 2022 amounted to PLN 236 572 thousand, together with interest (the value of these loans was written off to zero).

On 29 April 2022, ENEA S.A. and ENERGA S.A. executed annexes to the aforementioned loan agreements with Elektrownia Ostrołęka Sp. z o.o. Pursuant to these annexes, i.e. Annex 5 to the Loan Agreement up to PLN 340 000 thousand of 23 December 2019 and Annex 10 to the Loan Agreement up to PLN 58 000 thousand of 17 July 2019, Elektrownia Ostrołęka Sp. z o.o. undertook to make a one-off loan repayment to ENEA S.A. of PLN 170 million and PLN 29 million, respectively, together with interest, by 30 December 2022.

On 13 February 2020, ENEA S.A. executed an agreement with ENERGA S.A. suspending financing by ENERGA S.A. and ENEA S.A. for the project to build Elektrownia Ostrołęka C. In the agreement, ENEA S.A. and ENERGA S.A. undertook to carry out analyses, especially concerning the project's technical, technological, economic and organisational parameters and further financing. Conclusions from these analyses did not justify continuing the project in its existing form, i.e. the construction of a power plant generating electricity in a process of hard coal combustion. At the same time, technical analysis confirmed the viability of a variant in which the power plant would use gas (Gas Project) at the current location of the coal-unit being built.

The following documents were signed on 22 December 2020:

  • agreement between ENEA S.A., ENERGA S.A. and Elektrownia Ostrołęka Sp. z o.o. regarding cooperation on the division of Elektrownia Ostrołęka Sp. z o.o. (Division Agreement),
  • agreement between the Company and ENERGA S.A. regarding cooperation on settling the coal-based project as part of Project Ostrołęka C (Settlement Agreement, Coal Project).

Both of the agreements include a statement by ENEA S.A. on withdrawal from further participation in the Gas Project.

On 25 June 2021, Elektrownia Ostrołęka Sp. z o.o. as vendor and CCGT Ostrołęka Sp. z o.o. as buyer (a wholly-owned subsidiary of ENERGA S.A.) signed a sale agreement and associated agreements regarding an SPV (excluding certain assets) intended (and used as such) to implement economic tasks covering the construction of a gas-fired power generating unit in Ostrołęka and the subsequent operation of this unit (Gas Plant). The business being sold includes generally all of the SPV's asset and non-asset components in use as of the transaction date in connection with preparations to begin an investment process consisting of the construction of the Gas Plant. The transaction is intended to facilitate the implementation of a gas project by CCGT Ostrołęka Sp. z o.o. as a company that will replace Elektrownia Ostrołęka Sp. z o.o. in implementing the investment in Ostrołęka. The sale price for the business being sold (transaction value) is currently estimated at approx. PLN 166 million. The price is set on a preliminary basis as additional considerations will apply in determining the final price.

On 25 June 2021, Elektrownia Ostrołęka Sp. z o.o. and CCGT Ostrołęka Sp. z o.o. on the one hand and GE Power sp. z o.o., based in Warsaw, GE Steam Power Systems S.A.S. (former name: ALSTOM Power Systems S.A.S.), based in Boulogne-Billancourt, France (Coal Project Contractor), and General Electric Global Services, GmbH, based in Baden, Switzerland (together with GE Power sp. z o.o. - Gas Project Contractor) on the other hand signed a Contract Change Document concerning the contract of 21 July 2018 to build unit C at Elektrownia Ostrołęka, with a capacity of 1000 MW, and an Agreement on the settlement of the Coal Project. The Contract Change Document is structured in a way that facilitates implementation of the Gas Project by CCGT Ostrołęka Sp. z o.o. as a company that will replace Elektrownia Ostrołęka Sp. z o.o. in implementing the investment in Ostrołęka, which is related, inter alia, to the fact that ENEA S.A. has confirmed its withdrawal from participating in the Gas Project. The agreement concerning the Coal Project settlement regulates the rights and obligations of Elektrownia Ostrołęka Sp. z o.o. and the Coal Project Contractor mainly in connection with the settlement of construction work completed by the Coal Project Contractor until the contract was suspended, maintenance and security activities during Contract suspension and work related to finishing the work dedicated to implementing the Coal Project. Under this agreement, the Coal Project was supposed to be settled

by the end of 2021, and the entire amount that Elektrownia Ostrołęka Sp. z o.o. will be obligate to pay to the Coal Project Contractor, taking into account expenditures incurred thus far, will not exceed PLN 1.35 billion (net).

On 22 December 2021 Elektrownia Ostrołęka Sp. z o.o. executed an annex to this agreement with the Coal Project Contractor. The annex extended the settlement deadline to 25 March 2022 and results from a verified mechanism for settling the Coal Project.

ENEA S.A.'s commitment to provide funding for Elektrownia Ostrołęka Sp. z o.o. resulting from the existing agreements (especially the agreements dated 28 December 2018 and 30 April 2019 and the Settlement Agreement) that is still outstanding amounts to PLN 620 million.

On 31 January 2022 Elektrownia Ostrołęka Sp. z o.o. terminated an agreement implementing the capacity obligation contracted by the company as a result of a capacity market auction for 2023. The agreement was terminated due to the supply source being changed from coal to gas in the project to build and operate a new power plant in Ostrołęka.

On 31 March 2022 Elektrownia Ostrołęka Sp. z o.o. completed the settlement process with the General Contractor in accordance with the Agreement of 25 June 2021 referred to above. The final value of receivables resulting from the settlement amounted to PLN 958 million net and therefore the amount due to the General Contractor resulting from the difference between the above value and the amounts already paid has already been paid in full by Elektrownia Ostrołęka Sp. z o.o. The costs incurred by ENEA S.A. in connection with settlement of the General Contractor's works amounted to 50% of the above amount, i.e. PLN 479 million net (the same amount was paid by ENERGA S.A.).

On 23 September 2022 Elektrownia Ostrołęka Sp. z o.o. sold some properties intended for the construction of a gas unit to CCTG Ostrołęka Sp. z o.o. The value of the land in question and the value of the elements of the immovable part of the supporting infrastructure constituting the price of the plots sold amounted to approx. PLN 84 million.

On 12 October 2022, Elektrownia Ostrołęka Sp. z o.o. conducted the final handover of an investment entitled "Reconstruction of rail infrastructure for handling Elektrownia Ostrołęka C" (the so-called rail siding).

In connection with this, in these condensed consolidated interim financial statements a partial release of the provision for future investment liabilities towards Elektrownia Ostrołęka Sp. z o.o., originally created in the amount of PLN 222 200 thousand, was made, amounting to PLN 44 116 thousand. This amount was recognised in the consolidated statement of comprehensive income in the item "Share of the results of associates and jointly-controlled entities." The provision amounted to PLN 2 377 thousand as of 30 September 2022, which is the best possible estimate in connection with uncertainty related to final settlement amounts.

12. Inventories

Inventories

As at
30 September 2022 31 December 2021
Materials 1 059 428 708 228
Semi-finished products and production in progress 2 346 648
Finished products 9 197 9 256
Energy origin certificates 234 204 421 765
Goods 31 518 18 176
Gross value of inventory 1 336 693 1 158 073
Impairment of inventory (43 348) (42 153)
Net value of inventory 1 293 345 1 115 920

In the 9-month period ended 30 September 2022, impairment of inventory increased by PLN 1 195 thousand on a net basis (in the 9-month period ended 30 September 2021 impairment of inventory decreased by PLN 5 816 thousand).

13. Energy origin certificates

Energy origin certificates

As at
30 September 2022
31 December 2021
Net value at the beginning of period 416 137 345 776
Internal manufacture 270 774 421 439
Purchase 159 093 73 498
Depreciation (617 428) (391 371)
Sale - (32 466)
Change in impairment - (739)
Net value at the reporting date 228 576 416 137

14. Assets and liabilities arising from contracts with customers

Assets and liabilities arising from contracts with customers

Assets arising from
contracts with customers
Liabilities arising from
contracts with customers
As at January 2021 322 446 257 462
Change in non-invoices receivables 90 408 -
Change in prepayments - 204 081
Liabilities resulting from sales adjustments - (1 207)
Impairment 54 -
As at 31 December 2021 412 908 460 336
Change in non-invoices receivables 181 713 -
Revenue recognised in a period that was taken into account
in the opening balance for liabilities arising from contracts - (85 800)
with customers
Liabilities resulting from sales adjustments - (97)
Impairment (36) -
As at 30 September 2022 594 585 374 439

The balance of assets arising from contracts with customers mainly covers uninvoiced electricity sales, while the balance of liabilities arising from contracts with customers mainly covers advances received from connection fees.

15. Restricted cash

As at 30 September 2022, the Group's restricted cash amounted to PLN 380 411 thousand (as at 31 December 2021: PLN 646 928 thousand). This mainly included cash for deposits for electricity and CO2 emission allowance transactions (mainly cash for collateral in settlements with clearinghouse IRGiT), funds in a VAT account (split payment), collateral paid to suppliers and cash withholding as collateral for proper performance of work.

16. Profit allocation

On 24 June 2022 an Ordinary General Meeting of ENEA S.A. adopted resolution no. 7 concerning the allocation of net profit for the financial year covering the period from 1 January 2021 to 31 December 2021, pursuant to which PLN 442 110 thousand was allocated to supplementary capital and PLN 18 299 thousand to reduce the negative value of other capitals.

On 17 June 2021, the Ordinary General Meeting of ENEA S.A. adopted resolution no. 6, resolving to cover the net loss for the financial year covering the period from 1 January 2020 to 31 December 2020, amounting to PLN 3 356 750 thousand, using retained earnings (PLN 2 417 070 thousand) and supplementary capital (PLN 939 680 thousand).

17. Debt-related liabilities

Credit facilities, loans and debt securities

As at
30 September 2022 31 December 2021
Bank credit 1 348 819 1 482 827
Loans 28 726 35 970
Bonds 2 782 102 2 938 217
Long-term 4 159 647 4 457 014
Bank credit 221 843 208 438
Loans 12 097 11 916
Bonds 204 049 1 957 437
Short-term 437 989 2 177 791
Total 4 597 636 6 634 805

In the 9-month period ended 30 September 2022, the book value of credit facilities, loans and debt securities decreased by PLN 2 037 169 thousand on a net basis (9-month period ended 30 September 2021: down by PLN 1 122 177 thousand).

In accordance with ENEA S.A.'s financing model, in order to secure funding for ENEA Group companies' on-going operations and investment needs, ENEA executes agreements with external financial institutions concerning bond issue programs and/or credit agreements. In further activities, ENEA S.A. will focus on securing appropriate diversification of external financing sources for investments planned in "ENEA Group's Development Strategy to 2030 with an Outlook to 2040," with particular focus on the Distribution and Renewables segments. At the same time, bearing in mind the very limited possibilities of obtaining financing for the operations of the generating companies, the ENEA Group will take steps to spin off from its structures the assets related to electricity generation in conventional coal units.

Credit facilities and loans

Presented below is a list of the Group's credit facilities and loans:

No. Company Lender Contract date Total
contract
amount
Debt at 30
September
2022
Debt at 31
December
2021
Interest Contract
period
1. ENEA S.A. EIB 18 October 2012 (A)
and 19 June 2013
(B)
1 425 000 817 696 888 130 Fixed interest
rate
or
WIBOR 6M
+ margin
Fixed interest
17 June 2030
2. ENEA S.A. EIB 29 May 2015 (C) 946 000 736 667 800 500 rate
or
WIBOR 6M
+ margin
15 September
2032
3. ENEA S.A. PKO BP 28 January
2014,
Annex 2 of
4 December
2019
300 000 - - WIBOR 1M
+ margin
31 December
2022
4. ENEA S.A. Pekao S.A. 28 January
2014,
Annex 2 of 4
December 2019
150 000 - - WIBOR 1M
+ margin
31 December
2022
5. ENEA S.A. BGK 7 September 2020
Annex no. 2
of 7 July 2022
1 250 000 - - WIBOR 1M
+margin
28 October
2022
6. ENEA Ciepło Sp.
z o.o.
National
Fund for
Environment
al Protection
and Water
Management
(NFOŚiGW)
22 December
2015
60 075 29 655 34 436 Interest
based on
WIBOR 3M,
no less than
2%
20 December
2026
7. Other - - - 11 475 14 903 - -
TOTAL 4 131 075 1 595 493 1 737 969
rate Transaction costs and
effect of measurement
using effective interest
15 992 1 182
TOTAL 4 131 075 1 611 485 1 739 151

Presented below is a short description of ENEA Group's significant credit and loan agreements:

The additional information and explanations presented on pages 9-52 constitute an integral part of these condensed consolidated interim financial statements.

ENEA S.A.

ENEA S.A. currently has credit agreements with the European Investment Bank (EIB) for a total amount of PLN 2 371 000 thousand (Agreement A PLN 950 000 thousand, Agreement B PLN 475 000 thousand and Agreement C PLN 946 000 thousand). Funds from the EIB were used to finance a multi-year investment plan aimed at modernising and expanding ENEA Operator Sp. z o.o.'s power network. Funds from Agreements A, B and C were fully used. Interest on credit facilities may be fixed or variable. In the 9-month period ending 30 September 2022, ENEA S.A. did not execute new long-term credit agreements.

On 8 March 2022 ENEA S.A. signed annex 1 to an overdraft facility agreement with Bank Gospodarstwa Krajowego, increasing the maximum available credit limit from PLN 250 000 thousand to 750 000 thousand and extending the final repayment deadline from 7 September 2022 to 28 October 2022.

On 7 July 2022 ENEA S.A. signed annex 2 to an overdraft facility agreement with Bank Gospodarstwa Krajowego, increasing the maximum available credit limit from PLN 750 000 thousand to 1 250 000 thousand.

On 27 October 2022 ENEA S.A. signed annex 3 to an overdraft agreement with Bank Gospodarstwa Krajowego, prolonging the term of the agreement to 28 July 2023.

ENEA Ciepło Sp. z o.o.

Loan from NFOŚiGW - agreement executed on 22 December 2015 for the period from 1 April 2016 to 20 December 2026, with a PLN 60 075 thousand limit. The loan has annual interest based on WIBOR 3M of no less than 2%. The loan was transferred (together with an organised part of enterprise) from ENEA Wytwarzanie Sp. z o.o. to ENEA Ciepło Sp. z o.o. on 30 November 2018.

The total loan-related debt of ENEA Ciepło Sp. z o.o. as at 30 September 2022 amounted to PLN 29 655 thousand (at 31 December 2021: PLN 34 436 thousand).

Bond issue programs

Presented below is a list of bonds issued by ENEA S.A.

No. Bond issue
program name
Program
start date
Program
amount
Value of
outstanding bonds
as at 30 September
2022
Value of
outstanding bonds
as at 31 December
2021
Interest Buy-back
deadline
1. Bond issue program
agreement with PKO
BP S.A., Bank
Pekao S.A.,
Santander BP S.A.,
Citi BH S.A.
21 June
2012
3 000 000 - 1 799 000 WIBOR 6M
+ margin
One-off buy-back
for each series
from June 2020
to June 2022
2. Bond issue program
agreement with BGK
15 May 2014 1 000 000 560 000 640 000 WIBOR 6M
+ margin
Buy-back in
tranches, last
tranche due in
December 2026
3. Bond issue program
agreement with PKO
BP S.A., Bank
Pekao S.A. and
mBank S.A.
30 June
2014
5 000 000 2 000 000 2 000 000 WIBOR 6M
+ margin
One-time buy
back of each
series; PLN 500
million bought
back in
September 2021.
The remaining
PLN 2 000 million
- buy-back in
June 2024.
4. Bond issue program
agreement with BGK
3 December
2015
700 000 380 558 456 669 WIBOR 6M
+ margin
Buy-back in
tranches, last
tranche due in
September 2027
Total 9 700 000 2 940 558 4 895 669
Transaction costs and
effect of measurement
using effective interest rate
45 593 (15)
Total 9 700 000 2 986 151 4 895 654

In the 9-month period ended on 30 September 2022, ENEA S.A. did not execute new bond issue program agreements.

The additional information and explanations presented on pages 9-52 constitute an integral part of these condensed consolidated interim financial statements.

Interest rate hedges and currency hedges

In the 9-month period ending 30 September 2022, ENEA S.A. did not execute interest rate swaps. The total bond and credit exposure hedged with IRS transactions as at 30 September 2022 amounted to PLN 3 133 291 thousand. Moreover, ENEA S.A. has fixed-rate credit agreements totalling PLN 451 346 thousand. These transactions have material impact on the predictability of expense flows and finance costs. The Company presents the measurement of these instruments in the item: Financial assets measured at fair value. Derivative instruments are treated as cash flow hedges, which is why they are recognised and accounted for using hedge accounting rules. As at 30 September 2022, financial assets at fair value concerning IRSs amounted to PLN 336 611 thousand (31 December 2021: PLN 135 150 thousand). Multiple decisions by the Monetary Policy Council raising interest rates in the period from October 2021 to September 2022 had a material impact on this amount.

In the 9-month period ending 30 September 2022, The Company did not execute new FX FORWARD transactions.

Financing terms - covenants

Financing agreements require ENEA S.A. and ENEA Group to maintain certain financial ratios. As at 30 September 2022 and the date on which these condensed consolidated interim financial statements were prepared and in the course of 2022 the Group did not breach any credit agreement provisions such as would require early re-payment of long-term debt.

18. Provisions

In the 9-month period ended 30 September 2022, provisions for other liabilities and charges increased by a net amount of PLN 2 554 317 thousand (in the 9-month period ended 30 September 2021, provisions for other liabilities and charges increased by PLN 284 888 thousand).

Change in provisions for other liabilities and charges in the period ended 30 September 2022

Provision
for
non-contractual
use
of
land
Provision
for
other
claims
Provision
for
landfill
site
reclamation
Provision
for
energy
origin
certificates
Provision
for
CO2
emission
allowance
purchases
Mine
liquidation
Provision
for
onerous
contracts
Other Total
As
at
1
January
2022
213 578 299 654 62 860 377 643 2
859
300
120 810 250 103 324 422 4
508
370
Reversal
of
discount
and
change
of
discount
rate
- - (17
632)
- - 3
352
- - (14
280)
Increase
in
existing
provisions
31 99
107
839 257
822
4
175
933
- 1 429
286
27
948
5
990
966
Use
of
provisions
(8
308)
(10
113)
- (355
566)
(2
918
999)
- (18
397)
(56
116)
(3
367
499)
Reversal
of
unused
provision
(45) (1
585)
(815) - (2
713)
(4
880)
- (44
832)
(54
870)
As
at
30
September
2022
205
256
387
063
45
252
279
899
4
113
521
119
282
1 660
992
251
422
7
062
687
Long-term
Short-term
903
602
6
159
085

Change in provisions for other liabilities and charges in the period ended 31 December 2021

Provision
for
non
contractual
use
of
land
Provision
for
other
claims
Provision
for
landfill
site
reclamation
Provision
for
energy
origin
certificates
Provision
for
CO2
emission
allowance
purchases
Mine
liquidation
Provision
for
onerous
contracts
Other Total
As
at
January
2021
239
833
262
221
116
898
175
429
1
895
156
201
463
50 821 504 790 3
446
611
Reversal
of
discount
and
change
of
discount
rate
(23
261)
- (51
178)
- - 3
022
- - (71
417)
Increase
in
existing
provisions
231 40
695
2
173
362
028
2
877
235
- 216 927 40 097 3
539
386
Use
of
provisions
(2
626)
(520) - (159
756)
(1
913
091)
- (17
645)
(23
060)
(2
116
698)
Reversal
of
unused
provision
(599) (2
742)
(5
033)
(58) - (83
675)
- (197
405)
(289
512)
As
at
31
December
2021
213
578
299
654
62
860
377
643
2
859
300
120
810
250 103 324 422 4
508
370
Long-term 874
929
Short-term 3
633
441

A description of material claims and conditional liabilities is presented in note 25.

Provision for other claims

In the 9-month period ended 30 September 2022, the provision for other claims at ENEA S.A. increased by PLN 95 167 thousand. On 30 June 2022, ENEA S.A. analysed court proceedings, especially those related to the termination by ENEA S.A. of agreements for the sale of property rights resulting from certificates of origin of electricity from RES, and verified the methodology for calculating the provision for potential claims related thereto. As at 30 September 2022, the provision for other claims at ENEA S.A. grew to PLN 327 869 thousand. In value terms, this provision includes an earlier provision as of 31 March 2022 of PLN 163 594 thousand for potential claims resulting from the terminated Agreements in relation to submissions concerning transactions to sell property rights by the counterparties. Detailed information on the provision for court disputes related to the termination by ENEA S.A. of agreements for the sale of property rights arising from certificates of origin of electricity from RES is presented in note 25.6 (this provision is included in the table above in the column "Provision for other claims reported").

Provision for onerous contracts

On 10 June 2022 ENEA S.A. submitted an application to the President of the Energy Regulatory Office for approval of a change in the tariff for electricity for customers in tariff group G for 2022. The proposed change is related to an increase in the cost of procuring electricity resulting mainly from higher customer consumption and the cost of acquiring property rights. As of now, the tariff proceeding relating to the application in question has not been completed, so there is uncertainty as to whether the Group will receive an increase in revenue to cover the justified increased costs of purchasing electricity. Considering the above and acting pursuant to IAS 37 Provisions, Contingent Liabilities and Contingent Assets, the Group identified the necessity to recognise a provision for onerous contracts for customers from tariff group G amounting to PLN 64 231 thousand.

Furthermore, in connection with concluded forward contracts for the supply of electricity for which the costs necessary to perform the contract exceed the expected benefits in relation to the concluded contract prices for 2022 with a delivery date in the period from 1 July 2022 to 31 December 2022, the Group, acting in accordance with IAS 37, identified the need to recognise a provision in Q2 2022 for onerous contracts, incurring charges on this account in the amount of PLN 446 932 thousand. At the end of the third quarter, the Group updated the amount of the provision, mainly as a result of estimated higher costs necessary to execute the contracts in connection with the need to purchase hard coal from suppliers other than Lubelski Węgiel "Bogdanka" S.A. The amount of the provision as at 30 September 2022 is PLN 1 311 492 thousand.

As at 30 September 2022, the Group also update the provision for onerous contracts concerning settlements with prosumers to PLN 285 269 thousand.

Other provisions mainly concern:

  • potential liabilities related to grid assets resulting from differences in the interpretation of regulations PLN 193 711 thousand (as at 31 December 2021: PLN 186 434 thousand); it is difficult to determine when this provision will be performed, however in these financial statements it is assumed that it will not happen within 12 months,
  • costs to use forest land managed by State Forests PLN 16 244 thousand (as at 31 December 2021: PLN 50 058 thousand); this provision is expected to be realised within 12 months, according to the financial statements,
  • future investment liabilities towards Elektrownia Ostrołęka Sp. z o.o. PLN 2 377 thousand (as at 31 December 2021: PLN 46 493 thousand).

19. Accounting for subsidies and road lighting modernisation services

Accounting for income from subsidies and road lighting modernisation services

As at
30 September 2022 31 December 2021
Long-term
Accounting for deferred revenue - subsidies 328 009 271 458
Accounting for deferred revenue - road lighting modernisation services 112 077 105 558
Total non-current deferred revenue 440 086 377 016
Short-term
Accounting for deferred revenue - subsidies 14 682 13 368
Accounting for deferred revenue - road lighting modernisation services 5 513 4 705
Total current deferred revenue 20 195 18 073

Schedule for accounting for deferred revenue
As at
30 September 2022 31 December 2021
Up to one year 20 195 18 073
From one to five years 78 129 68 971
Over five years 361 957 308 045
Total deferred revenue 460 281 395 089

In the 9-month period ended 30 September 2022, the book value of accounting for grants and road lighting modernisation services increased by PLN 65 192 thousand on a net basis (in the 9-month period ended 30 September 2021, the book value of accounting for grants and road lighting modernisation services increased by a net amount of PLN 52 979 thousand).

The item 'deferred revenue concerning subsidies' includes mainly EU subsidies and subsidies from the NFOŚiGW for the development of electricity and heating infrastructure.

Road lighting modernisation services, i.e. improving the quality and efficiency of road lighting, are services provided on an on-going basis. Revenue from improving the quality and efficiency of road lighting is recognised proportionally over the economic period of use for the tangible assets created.

Financial instruments

20. Financial instruments and fair value

The following table contains a comparison of fair values and book values:

As
at
30
September
2022
As
at
31
December
2021
Book
value
Fair
value
Book
value
Fair
value
FINANCIAL
ASSETS
Long-term 1 380
582
348
448
414 678 195
031
Financial
assets
measured
at
fair
value
348
448
348
448
195 031 195
031
Trade
and
other
receivables
883
459
(*) 71 396 (*)
Finance
lease
and
sublease
receivables
778 (*) 580 (*)
Funds
in
the
Mine
Decommissioning
Fund
147
897
(*) 147 671 (*)
Short-term 9
824
999
697
673
7
541
900
419 321
Financial
assets
measured
at
fair
value
697
673
697
673
419 321 419 321
Debt
financial
assets
at
amortised
cost
- (*) - (*)
Assets
arising
from
contracts
with
customers
594
585
(*) 412 908 (*)
Other
short-term
investments
- (*) - (*)
Trade
and
other
receivables
3
479
051
(*) 2
555
215
(*)
Finance
lease
and
sublease
receivables
1 145 (*) 903 (*)
Cash
and
cash
equivalents
5
052
545
(*) 4
153
553
(*)
TOTAL
FINANCIAL
ASSETS
11
205
581
1 046
121
7
956
578
614 352

FINANCIAL LIABILITIES

Long-term 4
834
836
4
126
026
5
164
542
4
511
184
Credit
facilities,
loans
and
debt
securities
4
159
647
4
075
070
4
457
014
4
493
596
Lease
liabilities
598
976
(*) 565
993
(*)
Trade
and
other
payables
25
257
(*) 123
947
(*)
Financial
liabilities
measured
at
fair
value
50
956
50
956
17
588
17
588
Short-term 4
351
235
705
798
6
570
244
2
425
720
Credit
facilities,
loans
and
debt
securities
437
989
437
989
2
177
791
2
177
791
Lease
liabilities
29
974
(*) 30
678
(*)
Trade
and
other
payables
3
560
437
(*) 4
067
738
(*)
Liabilities
arising
from
contracts
with
customers
55
026
(*) 46
108
(*)
Financial
liabilities
measured
at
fair
value
267
809
267
809
247
929
247 929
TOTAL
FINANCIAL
LIABILITIES
9
186
071
4
831
824
11
734
786
6
936
904

(*) book value is close to fair value measured in accordance with level 2 in the following hierarchy.

Financial instruments are fair-value measured according to a hierarchy.

As at 30 September 2022
Level 1 Level 2 Level 3 Total
Financial assets measured at fair value 16 757 1 010 514 18 850 1 046 121
Derivative instruments used in hedge accounting
(e.g. interest rate swaps)
- 336 611 - 336 611
Equity instruments at fair value through other
comprehensive income
- - 12 587 12 587
Call options (at fair value through profit or loss) - 9 517 - 9 517
Other derivative instruments at fair value through profit
or loss
- 664 386 - 664 386
Interests at fair value through profit or loss 16 757 - 6 263 23 020
Total 16 757 1 010 514 18 850 1 046 121
Financial liabilities measured at fair value - (318 765) - (318 765)
Derivative instruments at fair value through profit or loss - (318 765) - (318 765)
Credit facilities, loans and debt securities - (4 513 059) - (4 513 059)
Total - (4 831 824) - (4 831 824)
As at 31 December 2021
Level 1 Level 2 Level 3 Total
Financial assets measured at fair value
Derivative instruments used in hedge accounting
(e.g. interest rate swaps)
Equity instruments at fair value through other
comprehensive income
Call options (at fair value through profit or loss)
23 013 572 469 18 870 614 352
- 135 150 - 135 150
- - 12 587 12 587
- 16 231 - 16 231
Other derivative instruments at fair value through profit
or loss
- 421 088 - 421 088
Interests at fair value through profit or loss 23 013 - 6 283 29 296
Total 23 013 572 469 18 870 614 352
Financial liabilities measured at fair value - (265 517) - (265 517)
Derivative instruments at fair value through profit or loss - (265 517) - (265 517)
Credit facilities, loans and debt securities - (6 671 387) - (6 671 387)
Total - (6 936 904) - (6 936 904)

Financial assets and financial liabilities at fair value include:

  • shares in unrelated entities, the stake in which is below 20%; this line as of 30 September 2022 includes a stake in ElectroMobility Poland S.A., for which there is no market price quoted on an active market; having analysed the standard IFRS 9, the Group decided to qualify these interests as financial instruments through other comprehensive income; in the event that interests in unrelated entities are quoted on the Warsaw Stock Exchange, their fair value is determined on the basis of stock market quotes;
  • Polimex-Mostostal S.A. call options;
  • derivative instruments, which include the measurement of interest rate swaps; the fair value of derivative instruments is established by calculating the net present value based on two yield curves, i.e. a curve to determine discount factors and a curve used to estimate future variable reference rates;
  • forward contracts for the purchase of electricity and gas and property rights

Non-current debt financial assets at amortised cost cover loans maturing in over one year. Current debt financial assets at amortised cost cover loans maturing in under one year. The item other short-term investments includes deposits with maturity over 3 months.

The fair value of bank credit, loans and debt securities is calculated for financial instruments that are based on a fixed rate of interest, based on current WIBOR.

The table above contains an analysis of financial instruments at fair value, grouped into a three-level hierarchy, where:

Level 1 - fair value is based on (unadjusted) market prices quoted for identical assets or liabilities on active markets

Level 2 - fair value is determined on the basis of values observed on the market, which are not a direct market quote (e.g. they are established by direct or indirect reference to similar instruments on a market),

Level 3 - fair value is determined using various measurement techniques that are not, however, based on observable market data.

No transfers between the levels were made in the nine-month period ended 30 September 2022.

As at 30 September 2022, financial assets at fair value included call options for Polimex-Mostostal S.A. shares, among

other things. Pursuant to a call option agreement for Polimex-Mostostal S.A. shares of 18 January 2017, as amended, ENEA S.A. holds 23 call options from Towarzystwo Finansowe Silesia Sp. z o.o. (TFS) to purchase 6 937 500 shares, with a nominal value of PLN 2 each. The contractual share allocation date is at the end of each calendar quarter from September 2021 to December 2026. On 30 March 2022 ENEA S.A. submitted a demand to exercise call option no. 4 and made a transfer for 187 500 shares of Polimex Mostostal S.A. The increase of Polimex Mostostal S.A.'s share capital by PLN 1 500 thousand, i.e. from PLN 475 738 thousand to PLN 477 238 thousand, by admitting 750 000 ordinary bearer shares series S with a nominal value of PLN 2 each, was registered on 1 April 2022. In June 2022, ENEA S.A. sold 195 118 Polimex – Mostostal S.A. shares that it had previously held, thus decreasing its stake in that company's share capital from 16.48% to 16.39%. In July, the Company sold 117 382 shares and thus ENEA S.A. reduced its stake in that company's share capital to 16.31%. The increase of Polimex Mostostal S.A.'s share capital by PLN 1 000 thousand, i.e. from PLN 477 238 thousand to PLN 478 238 thousand, by admitting 500 000 ordinary bearer shares series S with a nominal value of PLN 2 each, was registered on 14 July 2022. As of the date on which these condensed consolidated interim financial statements were prepared ENEA S.A. held a 16.31% stake in Polimex Mostostal S.A. A fair-value measurement of the call options was prepared using the Black-Scholes model. The book value of these options as at 30 September 2022 was PLN 9 517 thousand (at 31 December 2021: PLN 16 231 thousand).

Moreover, the Group's financial assets at fair value, worth PLN 664 386 thousand (PLN 421 088 thousand as of 31 December 2021) and financial liabilities worth PLN 318 765 thousand (PLN 265 517 thousand as of 31 December 2021) include the measurement of derivative contracts for the purchase of electricity and gas and concerning property rights not used for the Group's own purposes. The nominal value of contracts for the purchase and sale of electricity, gas and property rights maturing in 2022-2023, presented as financial assets and liabilities at fair value, amounts to PLN 856 946 thousand (PLN 161 922 thousand concerns procurement contracts and PLN 695 024 thousand concerns sales contracts).

21. Debt financial assets at amortised cost

Debt financial assets at amortised cost

As at
30 September 2022 31 December 2021
Current debt financial assets at amortised cost
Loans granted - -
Total current debt financial assets at amortised cost - -
Non-current debt financial assets at amortised cost
Loans granted - -
Total non-current debt financial assets at amortised cost - -
TOTAL - -

Impairment of financial assets at amortised cost (concerns loans granted together with interest) as at 30 September 2022 amounted to PLN 236 572 thousand. The total impairment loss on loans issued and recognised in the nine-month period ended 30 September 2022 was PLN 10 962 thousand, and this amount was recognised in the consolidated statement of comprehensive income under "Impairment of financial assets at amortised cost."

22. Impairment of trade and other receivables

Impairment of trade and other receivables

As at
30 September 2022 31 December 2021
Impairment at the beginning of period 128 534 139 595
Created 19 331 19 287
Reversed (9 971) (10 664)
Used (18 413) (19 684)
Impairment at the reporting date 119 481 128 534

In the 9-month period ended 30 September 2022, impairment of trade and other receivables decreased by PLN 9 053 thousand (in the 9-month period ended 30 September 2021 impairment declined by PLN 3 774 thousand).

Impairment losses are mainly recognised on trade receivables. Impairment of other receivables is negligible.

For current trade receivables, expected credit losses are calculated based on historic data in a way that is described in Rules for creating and recording impairment losses on trade receivables and other financial items at ENEA Group companies. The impairment of receivables for 2022 is calculated on the basis of data from 2021. Therefore, the level of receivables impairment estimated as at 30 September 2022 reflects objective indications of impairment.

23. Analysis of the age structure of trade and other receivables

Analysis of the age structure of trade and other receivables constituting financial instruments:

As at 30 September 2022
Nominal value
Impairment
Book value
Trade and other receivables
Current 4 160 420 (4 315) 4 156 105
Overdue 321 571 (115 166) 206 405
0-30 days 132 179 (646) 131 533
31-90 days 19 997 (2 889) 17 108
91-180 days 14 821 (5 177) 9 644
over 180 days 154 574 (106 454) 48 120
Total 4 481 991 (119 481) 4 362 510
Assets arising from contracts
with customers
594 778 (193) 594 585
As at 31 December 2021
Nominal value Impairment Book value
Trade and other receivables
Current 2 450 157 (5 846) 2 444 311
Overdue 304 988 (122 688) 182 300
0-30 days 115 279 (165) 115 114
31-90 days 16 610 (1 321) 15 289
91-180 days 8 899 (2 412) 6 487
over 180 days 164 200 (118 790) 45 410
Total 2 755 145 (128 534) 2 626 611
Assets arising from contracts with customers 413 065 (157) 412 908

Other explanatory notes

24. Related-party transactions

Group companies execute transactions with the following related parties:

  • Group companies these transactions are eliminated at the consolidation stage;
  • Transactions between the Group and members of the Group's corporate authorities, which are divided into two categories:
    • resulting from being appointed as Supervisory Board members,
    • resulting from other civil-law contracts.
  • transactions with State Treasury related parties.

Transactions with members of the Group's corporate authorities:

For the six-month period ended
Item Company's Management Board Company's Supervisory Board
30 September
2022
30 September
2021
30 September
2022
30 September
2021
Remuneration under management contracts 5 428* 4 334** - -
Remuneration under appointment to
management or supervisory bodies
- - 546 599
TOTAL 5 428 4 334 546 599

* This remuneration includes bonuses for current and former Management Board Members for 2021, amounting to PLN 2 136 thousand, and a non-compete clause for former Management Board Members, amounting to PLN 257 thousand. ** This remuneration includes bonuses for current and former Management Board Members for 2020, amounting to PLN 1 632

thousand, and a non-compete clause for former Management Board Members, amounting to PLN 138 thousand. In the 9-month period ended 30 September 2022, no loans were granted to Supervisory Board members

from the Company Social Benefit Fund (PLN 0 thousand for the 9-month period ended 30 September 2021).

Other transactions resulting from civil-law contracts executed between the Parent and members of the Parent's corporate authorities mainly concern the use of company cars by members of ENEA S.A.'s Management Board for private purposes.

Transactions with State Treasury related parties.

The Group also executes commercial transactions with state and local administration units and entities owned by Poland's State Treasury.

The subject of these transactions mainly is as follows:

  • purchases of coal, electricity, property rights resulting from energy origin certificates as regards renewable energy and energy produced in cogeneration with heat, transmission and distribution services that the Group provides to the State Treasury's subsidiaries,
  • sale of electricity, distribution services, connection to the grid and other associated fees, as well as coal, that the Group provides for both state and local administration authorities (sale to end customers) and to the State Treasury's subsidiaries (wholesale and retail sale - to end customers).

These transactions are executed on market terms, and these terms do not differ from the terms applied in transactions with other entities. The Group does not keep records that would make it possible to aggregate the amounts of all transactions executed with all state institutions and the State Treasury's subsidiaries.

In addition, the Group identified financial transactions with State Treasury's related parties, i.e. with banks serving as guarantors for bond issue programs. These entities include: PKO BP S.A., Pekao S.A. and Bank Gospodarstwa Krajowego. Detailed information on bond issue programs is presented in note 17.

25. Conditional liabilities, court proceedings and cases on-going before public administration organs

This section of explanatory notes includes conditional liabilities and on-going proceedings in courts, arbitration bodies or public administration bodies.

25.1. Sureties and guarantees

The following table presents significant bank guarantees valid as of 30 September 2022 under an agreement between ENEA S.A. and PKO BP S.A. up to a limit specified in the agreement.

The additional information and explanations presented on pages 9-52 constitute an integral part of these condensed consolidated interim financial statements.

List of guarantees issued as at 30 September 2022

Guarantee issue
date
Guarantee validity Entity for which the
guarantee was issued
Bank - issuer Guarantee amount
in PLN 000s
4 August 2021 15 July 2023 Vastint Poland sp. z o.o. PKO BP S.A. 1 045
Total bank guarantees 1 045

The value of other guarantees issued by the Group as at 30 September 2022 was PLN 12 891 thousand.

25.2. On-going proceedings in courts of general competence

Proceedings initiated by the Group

Proceedings in courts of general competence initiated by ENEA S.A. and ENEA Operator Sp. z o.o. concern receivables related to electricity supplies (electricity cases) and receivables related to other matters - illegal uptake of electricity, grid connections and other specialised services (non-electricity cases).

Proceedings in courts of general competences initiated by ENEA Wytwarzanie Sp. z o.o. mainly concern compensation for damages and contractual penalties from the company's counterparties.

At 30 September 2022, a total of 22 219 cases initiated by the Group were in progress before courts of general competence, worth in aggregate PLN 131 998 thousand (31 December 2021: 18 569 cases worth PLN 161 383 thousand).

The outcome of individual cases is not significant from the viewpoint of the Group's financial result.

Proceedings against the Group

Proceedings against the Group are initiated by both natural persons and legal entities. They concern issues such as: compensation for electricity supply disruptions, illegal uptake of electricity and compensation for the Group's use of properties on which power equipment is located. The Group considers cases related to non-contractual use of properties that are not owned by the Group as especially significant.

There are also claims concerning terminated agreements for the purchase of property rights (note 25.6).

Court proceedings against ENEA Wytwarzanie Sp. z o.o. concern compensation for damages and contractual penalties.

At 30 September 2022, a total of 2 589 cases against the Group were in progress before courts of general competence, worth in aggregate PLN 1 159 452 thousand (31 December 2021: 3 563 cases worth PLN 1 226 938 thousand). The outcome of individual cases is not significant from the viewpoint of the Group's financial result.

Provisions related to these court cases are presented in note 18.

25.3. Other court proceedings

Proceedings on-going before public administration courts involving Lubelski Węgiel Bogdanka S.A. mainly concern disputes with local government units regarding property tax. This stems from the fact that in preparing property tax declarations LWB (like other mining companies in Poland) did not take into account the value of underground mining excavations or the value of equipment located therein. These cases concern refunds of overpayments and the way in which property tax base is calculated.

In order to protect the Group from any potential consequences in the form of late interest on property tax - provided that the municipalities' decisions that include equipment and support structures located inside mining excavations are eventually upheld - LWB in mid-2019 decided to include the value of underground excavations and equipment in calculations regarding this tax (given the majority of case law involving tax on elements of mining excavations).

25.4. Risk associated with legal status of properties used by the Group

Risk associated with the legal status of properties used by the Group results from the fact that the Group does not have a legal title to use land for all of its facilities where its transmission grids and the associated equipment are located. In the future, the Group might be obligated to incur the costs of non-contractual use of property.

Rulings in these cases are significant because they have a considerable impact on the Group's approach to people raising pre-trial claims concerning equipment located on their properties in the past as well as the way in which the legal status of such equipment is addressed in the case of new investments.

The loss of assets in this case is highly unlikely. Having an unclear legal status for properties where power equipment is located does not constitute a risk for the Group of losing such assets, rather it gives rise to the threat of additional costs related to demands for compensation for the non-contractual use of land, rent, costs related to transmission easements and, exceptionally, in individual cases, demands related to a change in the object's location (return of land to original

condition). The Group recognises adequate provisions.

The provision also applies to compensation for the non-contractual use by the Group of properties on which the Group's grid assets (power lines) are located, in connection with transmission corridors or transmission easements being established for the Group.

As at 30 September 2022, the Group recognised a provision for claims concerning non-contractual use of land amounting to PLN 205 256 thousand.

25.5. Cases concerning 2012 non-balancing

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

Demanded amount
in PLN 000s
PGE Polska Grupa Energetyczna S.A. 7 410
PKP Energetyka S.A. 1 272
TAURON Polska Energia S.A. 17 086
TAURON Sprzedaż GZE Sp. z o.o. 1 826
Total 27 594

The subject of these demands is claims for the payment for electricity that was incorrectly settled on the balancing market in 2012. The companies receiving these demands obtained unjustified proceeds by not allowing ENEA S.A. to issue invoices for 2012.

Given a lack of an amicable resolution in this case, ENEA S.A. brought lawsuits against:

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

In the case ENEA S.A. vs. Tauron Polska Energia and others (file no. XIII GC 600/15/AM), on 23 March 2021 in its entirety and awarded the costs of proceedings in favour of the defendant and the co-defendants. The ruling along with justification in writing was delivered on 20 May 2021. On 10 June 2021, ENEA S.A. lodged an appeal to the Appeals Court in Katowice.

In the case ENEA S.A. vs. TAURON Sprzedaż GZE Sp. z o.o. (file no. X GC 546/15), on 21 December 2021 the District Court in Gliwice dismissed the claim in its entirety and awarded the costs of proceedings in favour of the defendant. The ruling along with a justification in writing was delivered on 3 March 2022. On 17 March 2022 ENEA S.A. lodged an appeal to the Appeals Court in Katowice.

The case ENEA S.A. versus PKP Energetyka S.A. (file no. XX GC 1166) is still being examined by the District Court in Warsaw in the first instance.

In a case against PGE Polska Grupa Energetyczna S.A. (file no. XVI GC 525/20, previous file no. XX GC 1163/15) through a ruling of 7 January 2021 the court suspended the proceeding at the mutual request of the parties. Through a ruling of 19 November 2021, the court resumed the previously suspended proceeding. Through a ruling of 1 March 2022, the court suspended the proceeding at the mutual request of the parties. Through a motion of 28 August 2022, ENEA S.A.'s attorney requested that the proceeding be resumed. The court resumed the proceeding on 2 October 2022.

No amounts concerning the above cases were recognised in the consolidated statement of financial position.

25.6. Dispute concerning prices for origin certificates for energy from renewable sources and terminated agreements for the purchase of property rights arising under origin certificates for energy from renewable sources

ENEA S.A. is a party to 8 court proceedings concerning agreements for the purchase of property rights arising under certificates of origin for energy from renewable sources, which includes:

  • 6 proceedings for payment in which claims for remuneration, contractual penalties or damages are pursued against ENEA S.A., whereas in one proceeding there was a preliminary ruling regarding claims and recognition of ineffectiveness of contract termination;
  • 1 proceeding to determine the ineffectiveness of ENEA S.A.'s termination of property rights sale agreements made on 28 October 2016;
  • 1 proceeding for payment, in which ENEA S.A. seeks a claim concerning a contractual penalty.

ENEA S.A. offset a part of receivables due for these counterparties from ENEA S.A. for sold property rights with damagesrelated receivables due for ENEA S.A. from renewables producers. The damage caused to ENEA S.A. arose as a result of the counterparties' failure to fulfil a contractual obligation to participate, in good faith, in re-negotiating long-term agreements for the sale of property rights in accordance with an adaptation clause that is binding for the parties.

On 28 October 2016, ENEA S.A. submitted statements depending on the agreement: on termination or withdrawal from long-term agreements for the purchase by the Company of property rights resulting from certificates of origin for energy from renewable sources (green certificates) (Agreements).

The Agreements were executed in 2006-2014 with the following counterparties, which own renewable generation assets ("Counterparties"):

  • Farma Wiatrowa Krzęcin Sp. z o.o., based in Warsaw;
  • Megawind Polska Sp. z o.o., based in Szczecin;
  • PGE Górnictwo i Energetyka Konwencjonalna S.A., based in Bełchatów (currently PGE Energia Ciepła S.A.);
  • PGE Energia Odnawialna S.A., based in Warsaw;
  • PGE Energia Natury PEW Sp. z o.o., based in Warsaw (currently PGE Energia Odnawialna S.A., based in Warsaw);
  • "PSW" Sp. z o.o., based in Warsaw;
  • in.ventus Sp. z o.o. EW Śniatowo Sp. k., based in Poznań (currently TEC1 Sp. z o.o. EW Śniatowo Sp. k., based in Katowice);
  • Golice Wind Farm Sp. z o.o., based in Warsaw.

As a result of the terminations submitted by ENEA S.A., the contracts were terminated, according to ENEA S.A.'s assessment, in principle at the end of November 2016. The dates on which the respective Contracts were terminated depended on contractual provisions.

The reason for terminating/withdrawing from each of the Agreements by the Company was failure to engage in re-negotiations concerning adaptive clauses in each of the Agreements that would justify the adjustment of these Agreements in order to restore contractual balance and the equivalence of the parties' benefits following changes in the law.

Legal changes that occurred after the aforementioned Agreements were executed include in particular:

  • ordinance of the Minister of Economy of 18 October 2012 on a detailed scope of obligations to obtain and present for redemption origin certificates, pay substitute fees, purchase electricity and industrial heat generated from renewable sources and the obligation to validate data concerning the quantity of electricity generated from renewable sources (Polish Journal of Laws of 2012, item 1229);
  • Act on renewable energy sources of 20 February 2015 (Polish Journal of Laws of 2015, item 478) and associated further legal changes and announced drafts of legal changes, including especially:
    • the Act on amendment of the act on renewable energy sources and certain other acts dated 22 June 2016 (Polish Journal of Laws of 2016, item 925); and
    • a draft of the Ordinance of the Minister of Energy concerning changes in the share of electricity resulting from redeemed origin certificates confirming production of electricity from renewable sources, which is to be issued based on an authorisation under art. 12 sec. 5 of the Act on amendment of the act on renewable energy sources and certain other acts dated 22 June 2016 and certain other acts,

caused an objective lack of possibilities to develop reliable models to forecast the prices of green certificates.

The Agreements were terminated with the intention for the Company to avoid losses constituting the difference between contractual and market prices of green certificates. Due to the changing legal conditions after termination of the Agreements in 2017, especially arising from the Act of 20 July 2017 on amendment of the act on renewable energy sources, the estimated value of future contract liabilities would have changed. In the current legal framework, this would be significantly lower in comparison to the amount estimated when the Agreements were being terminated, i.e. approx. PLN 1 187 million. This decline reflects a change in the way in which the substitute fee is calculated, which in accordance with the content of some of the Agreements constitutes the basis for calculating the contract price and indexing it to the market price. ENEA S.A. recognised a provision for court disputes, including those related to the termination by ENEA S.A. of agreements for the sale of property rights resulting from certificates of origin of electricity from RES, amounting to PLN 327 869 thousand. In value terms, this provision includes an earlier provision for potential claims resulting from the terminated Agreements in relation to submissions concerning transactions to sell property rights by the counterparties. The provision is presented in note 18.

On 21 February 2022 the Appeals Court in Poznań issued a judgement and determined that the statement made by ENEA S.A. in Poznań in its letter of 28 October 2016 on termination of the sale agreement in its entirety did not have legal effect and the agreement remains in force in its entirety, dismissing the appeal of Golice Wind Farm Sp. z o.o. to the remaining extent and dismissing the appeal of ENEA S.A., as well as awarding the costs of the appeal proceedings to Golice Wind Farm Sp. z o.o. from ENEA S.A., as a result of which the partial and preliminary ruling of the District Court in Poznań of 14 August 2020 became binding, in which the court had considered as justified the claim for payment for property rights and had ordered ENEA S.A. to pay PLN 6 042 thousand together with interest, and in the remaining scope had considered the claim for payment as justified in general. On 25 July 2022 ENEA S.A. filed a cassation appeal against the ruling by the Appeals Court in Poznań, at the same time requesting that the enforceability of the aforementioned judgements be suspended. Through a ruling of 3 October 2022 the Appeals Court in Poznań rejected the request to suspend the enforceability of these judgements.

In cases brought by PGE Group companies, i.e.:

  • PGE Energia Odnawialna S.A., based in Warsaw (case no. IX GC 1064/17) through a ruling of 17 February 2022, the court resumed the previously suspended proceeding, which was subsequently suspended again by a decision of 25 March 2022 on the mutual application of the parties. Through a letter of 22 September 2022, ENEA S.A.'s attorney requested that the proceeding be resumed and suspended. At the same time, through a letter of 22 September 2022, PGE S.A.'s attorney requested that the proceeding be resumed. Through a ruling of 28 September 2022, the court decided to resume the suspended proceeding;
  • PGE Energia Ciepła S.A., based in Warsaw (file no. IX GC 555/16) through a ruling of 5 January 2022 the court suspended the proceeding at the parties' mutual request. Through an application of 28 June 2022, an attorney for PGE Energia Ciepła S.A. requested that the court take up and suspend the proceeding at the parties' mutual request. A similar application was filed on 6 July 2022 by the attorney for ENEA S.A. Through a ruling of 8 July 2022, the court took up the suspended proceeding and obliged ENEA S.A.'s attorney to indicate whether it acceded to PGE Energia Ciepła S.A.'s request to suspend the proceeding on pain of declaring that the attorney for ENEA S.A. acceded to PGE Energia Ciepła S.A.'s request. On 22 July 2022, the attorney for ENEA S.A. sent a letter to the court again indicating that it was in favour of the application to suspend the proceedings. The Common Court Information Portal shows that the court suspended the proceedings on 18 August 2022, which was confirmed by an order served on ENEA S.A.'s attorney on 24 August 2022 suspending the proceedings pursuant to art. 178 of the Civil Procedure Code;
  • PGE Energia Odnawialna S.A., based in Warsaw (case no. IX GC 1011/17) on 7 March 2022 the claimant filed a pleading, maintaining its previous position and requested a stay of proceedings granting the Company's potential request in this regard. On 13 May 2022 the District Court in Poznań suspended the proceeding at the mutual request of the parties. Through a letter of 13 October 2022, the attorney of PGE Energia Odnawialna S.A. requested that the suspended proceedings be resumed and that a hearing date be set in December 2022 for an amicable conclusion. The Common Court Information Portal shows that the court, by order of 18 October 2022, decided to take up the suspended proceedings and set a hearing date for 9 December 2022.

In a case brought by ENEA S.A. against PGE Górnictwo i Energetyka Konwencjonalna S.A. (file no. X GC 608/20) – on 25 January 2022 the District Court scheduled a hearing for 27 May 2022. Through a letter of 4 April 2022, PGE Energia Ciepła S.A. requested that the hearing scheduled for 27 May 2022 be cancelled. The same motion was filed with the Court by the attorney for ENEA S.A. on 25 May 2022. The District Court sent an e-mail to the parties' attorneys informing them of the court's ruling to cancel the hearing scheduled for 27 May 2022 and suspend the proceeding at the parties' mutual request, which was confirmed by a ruling on suspension of 24 May 2022.

In a case brought by Hamburg Commercial Bank AG against ENEA S.A., the District Court in Poznań dismissed the plaintiff's request for security by order of 18 March 2022. On 25 May 2022 the Company was served with a side intervention in case ref. IX GC 552/17, pursuant to which Hamburg Commercial Bank AG joined the proceeding as a side intervener. On 28 September 2022, a hearing was held, and on 26 October 2022, the appeal of the Company against the partial verdict of the District Court in Poznań of 25 February 2021 was dismissed by a judgement of the Court of Appeal in Poznań.

26. National Energy Security Agency

In April 2021, the Ministry of State Assets published a document entitled "Energy sector transition in Poland. Spin-off of coal assets from companies with a State Treasury shareholding" ("Transition Program"), containing a concept for the spin-off of assets related to the generation of electricity in conventional coal units ("Coal Assets") from the energy companies. The Transition Program assumptions include, inter alia, the integration of the Coal Assets within one entity, i.e. PGE Górnictwo i Energetyka Konwencjonalna S.A. - a subsidiary of PGE S.A., which will eventually operate under the name National Energy Security Agency ("NABE").

On 23 July 2021, ENEA S.A., PGE Polska Grupa Energetyczna S.A., TAURON Polska Energia S.A., ENERGA S.A. and the State Treasury signed an agreement concerning cooperation on the spin-off of coal assets and their integration within the National Energy Security Agency (annexed on 14 October 2021).

The Parties to the Agreement acknowledge the need to coordinate cooperation in the process of spinning-off the Coal Assets and integrating them within NABE. Under the Agreement, the Parties have declared to mutually exchange essential information, including organisational structures, processes being implemented and the direction of the transition, provided that this exchange does not violate the law. The Agreement will facilitate a smooth and effective process intended to establish NABE.

An agreement on the provision of strategic advisory services was signed between ENEA S.A., PGE Polska Grupa Energetyczna S.A., TAURON Polska Energia S.A. and KPMG Advisory sp. z o.o. sp. k. on 15 November 2021. The agreement was signed following a procurement procedure entitled Strategic advisory (including legal and tax services) in the spin-off of coal assets from ENEA S.A., PGE Polska Grupa Energetyczna S.A., TAURON Polska Energia S.A., ENERGA S.A.

On 1 March 2022 the Council of Ministers adopted the Transition Program. NABE's role will be to ensure energy security through a stable supply of energy generated from coal. The spin-off of coal assets will allow energy groups to focus on accelerating investment in low- and zero-carbon energy sources and transmission infrastructure, and will thus fit significantly into the country's energy transition.

The Group is carrying out tasks related to the carve out of coal assets for the State Treasury in accordance with the schedule contained in the Transition Program. In Q1-Q3 2022, the conceptual work performed by the strategic advisor on the basis of the aforementioned agreement of 15 November 2021 was completed, and the internal structures of the Group companies were prepared for the spin-off process. One such action is the division of ENEA Trading Sp. z o.o. (pursuant to art. 529 § 1 point 4) of the Commercial Companies Code), as a result of which, in accordance with the Spin-off Plan of ENEA Trading Sp. z o.o. of 29 July 2022, there will be a division by spin-off and transfer of a part of the assets and liabilities of ENEA Trading Sp. z o.o., in the form of an Organised Part of Enterprise, to ENEA Power&Gas Trading Sp. z o.o.

27. Political and economic situation in Ukraine

Russian troops attacked Ukraine on 24 February 2022, thus beginning a large-scale conflict. This event continues to have a major impact on the social, political and economic situation, not only in the region, but also globally. The Group is continually analysing the impact of the political and economic situation in Ukraine on the financial statements and the current and future financial and operating results of the Group, but it is not currently possible to accurately determine the impact.

In commodity and financial markets, there is increased risk aversion and high volatility in the prices of commodities and financial instruments. Considerable volatility in the prices of electricity and emission allowances (EUAs) is resulting in the need for margining on IRGIT and on foreign markets (The ICE, EEX) that organise trading in greenhouse gas emission allowances, thereby increasing the need for working capital. Rising commodity prices reinforce the expectations of rising interest rates (increasing inflationary pressures), which increases the cost of debt financing. A pronounced weakening of PLN is leading to an increase in operating costs.

In connection with the introduction of the alert degree CHARLIE-CRP throughout the country, undertakings described in the regulation of the Prime Minister of 25 July 2016 on the scope of undertakings carried out in individual alert degrees and CRP alert degrees have been implemented in Group companies. Restrictions on access to IT systems as a result of the maintenance of the CHARLIE-CRP alert level may cause delays to IT projects and deployments.

Mining segment - LW Bogdanka S.A.'s recently developed hard coal export sales, the vast majority of which were made to Ukraine, accounted for 3.8% of LWB Group's consolidated revenue from sales in the first nine months 2022. As a result of the armed conflict, the associated damage to infrastructure and the elevated risk accompanying supplies, coal sales to Ukraine have been significantly impeded. Owing to the high demand for thermal coal, LWB Group redirected coal (originally destined for the Ukrainian market) to domestic needs. As of 16 April 2022, the Act of 13 April 2022 on special solutions to prevent support for aggression against Ukraine and to protect national security is in force. Under art. 8 of this Act, in view of the threat to national security, the introduction into the territory of the Republic of Poland, as well as the movement between two countries through the territory of the Republic of Poland, of coal originating from Russia and Belarus was prohibited. The Act further, based on the provisions of art. 13, imposes an obligation on entities bringing coal into the territory of the Republic of Poland (including domestic mines) to have documentation indicating the country of origin of the coal and to issue statements to coal buyers indicating the country of origin of the coal. This act has a direct impact on further increasing demand for domestically produced coal. Taking the above into account and observing the developments to date, this event did not have a significant impact on the operations and financial results of the Mining segment in the first nine months of 2022 and is not expected to have such an impact in the short term. Nonetheless, in the long run such an impact may take place.

Trade segment - this situation caused an increase in the prices of gaseous fuel as well as electricity in the current year (the need to purchase for balancing purposes) and prices for customers (in terms of customers who have not purchased energy with a guaranteed "fixed" price).

Generation segment – possible need for intervention support in the electricity balance, and consequently higher electricity production by conventional generation sources. The Group does not currently identify any direct impact of the war in Ukraine on hard coal deliveries to ENEA Group's generating units. However, due to the high demand for thermal coal (lower production in Poland and difficulties in imports), the Group takes into account the possibility of difficulties in this regard. The Group identifies constraints in the supply of biomass in the form of sunflower husk pellets from Ukraine. Suppliers report reduced quantities of biomass available for sale in Ukraine and logistical problems associated with exporting biomass from Ukrainian territory. In view of the end of supply from Belarus after 4 June 2022 due to the validity of Council Regulation (EU) 2022/355 of 2 March 2022 amending Regulation (EC) no. 765/2006 concerning restrictive measures in view of the situation in Belarus, supply shortages in the domestic wood/forest biomass market are identified, resulting in a continued upward trend in biomass prices.

For the purpose of electricity production in units 2-7 of ENEA Elektrownia Połaniec S.A. there is a possibility to replace biomass with coal. The production of heat at the biomass-fired cogeneration unit of ENEA Ciepło Sp. z o.o. may be partially replaced with coal-based production at the remaining generating units of ENEA Ciepło Sp. z o.o. In the Generation segment, difficulties in sourcing high-alloy steels and non-ferrous metals produced in Ukraine are identified and further price increases in the above-mentioned assortment are expected in the near future. However, this does not affect the continuity of operation of ENEA Group's generating units.

In the Distribution segment, the Group does not currently identify any negative impact of the political and economic situation in Ukraine on the segment's operations and financial results.

At the date on which these condensed consolidated interim financial statements were prepared, it is not possible to predict how the situation concerning the armed conflict in Ukraine will develop and what the potential negative effects for the Parent's and the Group's operating and financing activities will be in the future.

At the date on which these consolidated financial statements were prepared, the Group sees no going-concern risk.

28. Capital increase

On 19 January 2022, The Management Board of ENEA S.A. adopted a resolution to initiate a share capital increase process at the Company through the issue of no fewer than 1 and no more than 88 288 515 ordinary bearer shares series D, with a nominal value of PLN 1.00 each ("Series D Shares"), with the objective being to finance investment projects in ENEA Group's Distribution Area (including the expansion and modernisation of high- and medium-voltage grids, installation of remote meters and grid connections for new customers), being implemented by ENEA Operator Sp. z o.o., with no possibility to finance coal assets. These projects are aligned with ENEA Group's strategy and are intended to ensure energy security as well as continuous and reliable electricity supplies in ENEA Operator Sp. z o.o.'s operating area. The issue will be a private subscription pursuant to art. 431 § 2 point 1 of the Polish Commercial Companies Code, conducted by way of a public offering exempt from the obligation to publish a prospectus within the meaning of the relevant legislation or any other information document, and will be addressed to investors meeting the criteria set out in the resolution on the share capital increase by way of the issue of the Series D Shares, with full exclusion of the pre-emptive rights to all Series D Shares for the Company's existing shareholders.

Given the above, on 19 January 2022 the Management Board called an Extraordinary General Meeting for 10 March 2022 that was intended to adopt a resolution on a share capital increase via the Series D Share issue, with pre-emption rights waived entirely.

On 21 January 2022, ENEA S.A. submitted an application to the President of the Council of Ministers for the State Treasury to acquire Series D Shares for a total amount of not less than PLN 899 659 967.85 in exchange for a cash contribution from the re-privatisation fund referred to in art. 56 sec. 1 of the Act of 30 August 1996 on commercialisation and certain employee authorisations ("Application"). The Company requested that the State Treasury acquire not less than 45 470 725 (i.e. the proportional number of Series D Shares to the State Treasury's existing stake in the total number of the Company's shares) and not more than 88 288 515 Series D Shares (i.e. the maximum number of Series D Shares to be issued). The Application was submitted based on the Regulation of the Minister of Finance of 23 December 2021 on the detailed procedure for the acquisition or subscription of shares by the State Treasury using the Reprivatisation Fund in 2021-2022.

On 10 March 2022, ENEA S.A.'s Extraordinary General Meeting adopted a resolution pursuant to which a break in the Extraordinary General Meeting was announced until 8 April 2022.

On 8 April 2022, the Company signed an investment agreement with the State Treasury represented by the Prime Minister ("Investment Agreement") in relation to the planned issue of the Series D ordinary bearer shares with the exclusion of pre-emptive rights of the existing shareholders. Pursuant to the Investment Agreement, the State Treasury expressed its intention to acquire up to 88 288 515 Series D Shares for funds in the amount of up to PLN 899 659 967.85 ("New Funds") from the Reprivatisation Fund referred to in art. 56 and art. 69h 1 of the Act of 30 August 1996 on commercialisation and certain employee authorisations.

The Company made a commitment to the State Treasury that it would allocate the New Funds in their entirety for the implementation by the Company and its subsidiary (ENEA Operator sp. z o.o.) of the following projects: (a) Expansion and modernisation of the grid as regards high and medium voltage substations; (b) Expansion and modernisation of the grid as regards high voltage lines; (c) Expansion and modernisation of the grid as regards medium voltage grids; (d) Remote reading meters; and (e) Connections to the grid.

The Investment Agreement sets out the rules governing the use of the New Funds and the consequences of a breach of those rules, the obligations and assurances of the Company in connection with the transfer of the New Funds, the obligations relating to reporting and accounting for the New Funds and the control powers of the Treasury. In the event that the New Funds are used contrary to the Investment Agreement or if the Investment Agreement is improperly performed, the Company will be required, depending on the nature of the provision violated, to pay to the State Treasury the guarantee amounts or return all or part of the New Funds.

The Extraordinary General Meeting resumed on 8 April 2022. The Extraordinary General Meeting adopted resolution no. 5 on an increase of the Company's share capital through the issue of series D ordinary bearer shares in a private subscription, a complete exemption of the existing shareholdings of their pre-emption rights to all series D shares, amendment of the Company's articles of association, application for the admission and introduction of the series D Shares and/or rights to series D shares to trade on the regulated market operated by the Warsaw Stock Exchange and dematerialisation of the series D shares and/or rights to series D shares ("Issue Resolution"). Pursuant to the resolution:

The Company's share capital was increased by an amount of not less than PLN 1.00 and not higher than PLN

88 288 515, i.e. to an amount not lower than PLN 441 442 579 and not higher than PLN 529 731 093, through the issue of not fewer than 1 and not more than 88 288 515 Series D Shares, with a nominal value of PLN 1.00 each.

  • The Series D share issue will be a private subscription (in the meaning of art. 431 § 2 point 1 of the Polish Commercial Companies Code) by way of a public offering ("Offering") addressed exclusively to selected investors on the terms specified in § 3 sec. 2 of this resolution, which will be exempted from the obligation to publish a prospectus in the meaning of the relevant laws or another information or offering document for the purposes of the Offering in accordance with art. 3 sec. 1 in connection with art. 1 sec. 4 letter a) and letter d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC.
  • The aim of the Series D Share issue is to finance investment projects aimed at the development and modernisation of medium- and high-voltage transmission grids and the installation of remote reading meters. Proceeds from the Series D Share issue may not be used to finance coal assets within the Company's group.

Moreover, on 8 April 2022 the Company signed agreements with Pekao Investment Banking Spółka Akcyjna ("Global Coordinator" or "Pekao IB") and Bank Polska Kasa Opieki Spółka Akcyjna ("BM Pekao") (jointly as "Joint Bookrunners") on the placement of shares ("Placement Agreement") and on the commencement of the book-building process by way of a private subscription of no more than 88 288 515 ordinary bearer series D shares. On 8 April 2022, the Company's Management Board also adopted a resolution to set the rules for the offering, rules for conducting the bookbuilding process and the acquisition and allocation of the Series D Shares. In the Placement Agreement, the Issues has undertaken that, inter alia, without the consent of the Global Coordinator, it will not issue, sell or offer shares in the Company within 360 days of the date of the first listing of the Series D Shares, except in accordance with standard exemptions.

A bookbuilding process for the Series D Shares was conducted on 8-13 April 2022. On 14 April 2022, once it was completed, the Company's Management Board set the issue price of Series D Shares at PLN 8.50 per one Series D Share. The Company's Management Board also decided to offer a total of 88 288 515 Series D Shares to selected investors under the terms of the Issue Resolution and the subscription rules determined thereunder.

Agreements for the acquisition of the Series D Shares were signed on 19-27 April 2022. The Series D Shares were acquired by 67 entities. On 28 April 2022, in connection with the end of the Series D Shares subscription process, the Company's Management Board adopted a resolution to allocate 88 288 515 Series D Shares. Cash contributions in exchange for the Series D Shares were fully paid. The issue price for the Series D Shares was PLN 8.50 per share. The total value of the subscription, understood as the product of the number of Series D Shares covered by the Offering and the issue price, was PLN 750 452 377.50.

On 6 May 2022 the Company received statement no. 400/2022 from the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A. - "NDS") dated 6 May 2022 ("Statement") regarding execution with the Company of an agreement concerning registration in a securities deposit of 88 288 515 rights to the Company's series D ordinary bearer shares with a nominal value of PLN 1.00 each ("Rights to Shares"). The Rights to Shares were given the ISIN code PLENEA000104. In accordance with the Statement, registration of the Rights to Shares should take place within 3 days from the receipt by the NDS of a decision to admit the Rights to Shares to regulated-market trade.

On 6 May 2022, the management board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A. - "WSE") adopted Resolution No. 427/2022 on the admission and introduction to exchange trading on the WSE's main market of 88 288 515 rights to series D ordinary bearer shares of the Company with a nominal value of PLN 1.00 each, as of the date of registration of these rights to shares by the NDS. At the same time, the WSE's Management Board decided to introduce the above-mentioned rights to shares of the Company to stock exchange trading on the main market as of 10 May 2022, provided that the NDS registers these rights to shares and designates them with the code "PLENEA000104" by 10 May 2022. Moreover, the WSE's Management Board decided to list the rights to shares of the Company in the continuous trading system under the abbreviated name "ENEA-PDA" and the designation "ENAA." On 9 May 2022, the NDS registered 88 288 515 rights to the Company's ordinary bearer shares Series D, with a nominal value of PLN 1.00 each. The first listing of the Rights to Shares took place on 10 May 2022, in accordance with the resolution of the WSE's management board.

On 31 May 2022 The District Court for Poznań - Nowe Miasto i Wilda in Poznań, 8th Commercial Division of the National Court Register, registered the amendment to the Company's articles of association introduced on the basis of resolution 5 by the Company's Extraordinary General Meeting of 8 April 2022 on an increase of the Company's share capital through the issue of series D ordinary bearer shares in a private subscription, a complete exemption of the existing shareholdings of their pre-emption rights to all series D shares, amendment of the Company's articles of association, application for the admission and introduction of the series D Shares and/or rights to series D shares to trade on the regulated market operated by the Warsaw Stock Exchange and dematerialisation of the series D shares and/or rights to series D shares.

Following the registration, share capital amounts to PLN 529 731 thousand and is divided into:

  • a) 295 987 473 ordinary bearer shares series "A"
  • b) 41 638 955 ordinary bearer shares series "B"
  • c) 103 816 150 ordinary bearer shares series "C"
  • d) 88 288 515 ordinary bearer shares series "D"

On 8 June 2022, pursuant to Statement no. 505/2022 of the NDS, ENEA S.A. entered into an agreement with the NDS for the registration in the securities depository of 88 288 515 Series D Shares, which were assigned ISIN code PLENEA000013, on the condition that these shares are introduced to trading on the same regulated market to which other shares of the Company bearing ISIN code PLENEA000013 were introduced.

On 8 June 2022 the WSE's Management Board adopted Resolution no. 534/2022 on the determination of the last day of trading on the WSE's Main Market of the Rights to Shares, in which the WSE's Management Board determined 9 June 2022 as the last the last day of trading of 88 288 515 Rights to Shares, along with Resolution no. 535/2022 on the admission and introduction to exchange trading on the WSE's Main Market of 88 288 515 Series D Shares, in which the WSE's Board declared that the Series D Shares are admitted to exchange trading on the main market and decided to introduce them to exchange trading on the main market in an ordinary procedure as of 10 June 2022, subject to the registration of these shares by the NDS on 10 June 2022 and their coding as PLENEA000013. The Series D Shares were registered with the NDS on 10 June 2022 and are thereafter listed on WSE's main market.

29. Letter of intent regarding Lubelski Węgiel BOGDANKA S.A.

On 18 June 2022 the Management Board of ENEA S.A. signed a letter of intent with the State Treasury regarding the potential acquisition by the State Treasury of 21 962 189 shares in Lubelski Węgiel BOGDANKA S.A. (LWB), constituting 64.57% of shares in LWB's capital (Transaction). The Company and the State Treasury have undertaken to conduct in good faith any activities necessary to prepare and carry out the Transaction, consisting in the purchase by the State Treasury of all 21 962 189 LWB shares held by ENEA S.A. The letter of intent is in effect until 31 December 2023.

30. Sale of shares in Polska Grupa Górnicza S.A.

A conditional agreement for the sale of shares in Polska Grupa Górnicza S.A. was signed on 3 August 2022 ("Conditional Sale Agreement"). The selling parties in the Conditional Sale Agreement are as follows: ENEA S.A., ECARB Sp. z o.o., PGNiG Termika S.A., PGE Górnictwo i Energetyka Konwencjonalna S.A., Polski Fundusz Rozwoju S.A., Towarzystwo Finansowe Silesia Sp. z o.o. oraz Węglokoks S.A., and the buyer is the State Treasury of Poland ("State Treasury"). Pursuant to the Conditional Sale Agreement, the Company will sell to the State Treasury all of its shares in Polska Grupa Górnicza S.A. ("PGG"), i.e. 3 000 000 ordinary registered shares, constituting 7.66% of PGG's share capital, for a total price of PLN 1 for all of the shares. The value of the stake in PGG in these condensed consolidated interim financial statements is zero. The transfer of ownership of PGG shares to the State Treasury will take place on the condition that the National Agricultural Support Centre ("KOWR") does not exercise its pre-emptive right. The condition precedent was met on 5 October 2022 - KOWR did not exercise its pre-emptive right. ENEA S.A. sold all of its shares in PGG to the State Treasury on 25 October 2022, i.e. 3 000 000 ordinary registered shares (constituting 7.66% of PGG's share capital).

31. Update of LWB's production plan

On 14 September 2022 the Management Board of Lubelski Węgiel Bogdanka S.A. became aware of updated production assumptions for 2022 and decided to make them public. In longwall 3/VII/385, which was put into operation on 31 August 2022, there was a sudden and unexpected increase in mining pressure, resulting in the longwall clamping, resulting in the cessation of coal extraction. The longwall saw a progress of 55 running metres and there were no problems with the uplift of the pit and the progress achieved was as expected at this stage of mining. The longwall was continuously monitored by a pressure control system in the supports of the mechanised roofbolt sections.

LWB immediately took action to free up the clamped sections and resume extraction. Given the scale of this impediment, these activities are complex in technical and organisational terms.

As a result of the emergence of sudden and unforeseeable impediments to mining, which objectively could be neither prevented nor counteracted, LWB decided to update its production plan, as announced in current report 18/2022 of 2 September 2022, setting it at approx. 8.3mt of commercial-grade coal. The impact of this event on these condensed consolidated interim financial statements is described in note 18.

32. Events after the reporting period

On 3 October 2022, ENEA S.A. signed an agreement with PKO BP S.A. regarding a multi-currency overdraft facility agreement for up to PLN 500 000 thousand, valid until 31 December 2022.

On 21 October 2022, ENEA S.A. signed an agreement with Pekao S.A. regarding an overdraft facility with a credit limit of up to PLN 750 000 thousand, valid until 21 October 2023.

On 17 November 2022, ENEA Nowa Energia Sp. z o.o., based in Radom, and ENEA Innowacje Sp. z o.o., based in Warsaw, formed two limited liability companies:

  • ENEBIOGAZ 1 Sp. z o.o. w organizacji, based in Radom, with share capital of PLN 5 thousand, divided into 100 shares with a nominal value of PLN 50.00 each, which was paid for entirely with cash, with the shares being acquired by:
    • ENEA Nowa Energia Sp. z o.o. 99 shares,
    • ENEA Innowacje Sp. z o.o. 1 share,
  • ENEBIOGAZ 2 Sp. z o.o. w organizacji, based in Radom, with share capital of PLN 5 thousand, divided into 100 shares with a nominal value of PLN 50.00 each, which was paid for entirely with cash, with the shares being acquired by:
    • ENEA Nowa Energia Sp. z o.o. 99 shares,
    • ENEA Innowacje Sp. z o.o. 1 share.