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Enea S.A. Interim / Quarterly Report 2022

Sep 14, 2022

5597_rns_2022-09-14_b2049563-a268-4b35-b4e4-f9bafde33680.pdf

Interim / Quarterly Report

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ENEA GROUP CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period from 1 January to 30 June 2022

Rysunek 1

in compliance with EU IFRS

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.
3.
Group composition 9
Management Board and Supervisory Board composition11
4. Basis for preparing financial statements 12
5. Accounting rules (policy) and significant estimates and assumptions 13
6. Functional currency and presentation currency 16
Operating segments 17
Explanatory notes to the consolidated statement of comprehensive income 24
7. Revenue from sales 24
8. Tax25
Explanatory notes to the consolidated statement of financial position 26
9. Property, plant and equipment 26
10. Intangible assets 26
11. Investments in associates and jointly controlled entities27
12. Inventories30
13.
14.
Energy origin certificates31
Assets and liabilities arising from contracts with customers 31
15. Restricted cash31
16. Profit allocation31
17. Debt-related liabilities 32
18. Provisions35
19. Accounting for subsidies and road lighting modernisation services 36
Financial instruments 38
20. Financial instruments and fair value38
21. Debt financial assets at amortised cost40
22. Impairment of trade and other receivables41
23. Analysis of the age structure of trade and other receivables 41
Other explanatory notes 42
24.
25.
Related-party transactions 42
Conditional liabilities, court proceedings and cases on-going before public administration
organs 42
25.1. Sureties and guarantees 42
25.2. On-going proceedings in courts of general competence 43
25.3. Other court proceedings43
25.4. Risk associated with legal status of properties used by the Group 43
25.5. Cases concerning 2012 non-balancing44
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 44
26. National Energy Security Agency46
27.
28.
Political and economic situation in Ukraine47
Capital increase48
29. Letter of intent regarding Lubelski Węgiel BOGDANKA S.A. 50
30. Events after the reporting period50

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, 14 September 2022

Robert Kiereta

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Note For the 6-
month period
ended
30 June
2022
For the 3-
month period
ended
30 June
2022
For the 6-
month period
ended
30 June 2021
restated*
For the 3-
month period
ended
30 June 2021
restated*
Revenue from sales 7 (unaudited)
14 730 432
(unaudited)
7 475 160
(unaudited)
9 890 513
(unaudited)
4 811 069
Excise duty (26 505) (12 696) (36 697) (17 276)
Net revenue from sales 14 703 927 7 462 464 9 853 816 4 793 793
Revenue from operating leases and subleases 7 134 2 231 6 869 2 364
Revenue from sales and other income 14 711 061 7 464 695 9 860 685 4 796 157
Other operating revenue
Change in provision for onerous contracts
Depreciation/amortisation
Employee benefit costs
128 081
(556 042)
(771 680)
(1 139 277)
78 500
(505 048)
(392 355)
(552 837)
79 859
(3 736)
(749 581)
(1 048 722)
38 368
(2 656)
(378 410)
(514 498)
Use of materials and raw materials and value of goods sold
Purchase of electricity and gas for sales purposes
Transmission services
Other third-party services
(4 106 615)
(6 001 699)
(256 269)
(478 235)
(2 211 704)
(2 880 279)
(142 764)
(241 384)
(2 112 678)
(4 116 962)
(217 185)
(445 687)
(1 100 863)
(2 019 829)
(110 021)
(218 158)
Taxes and fees
Loss on change, sale and liquidation of property, plant
(258 945) (128 658) (235 842) (116 007)
and equipment and right-of-use assets
Impairment losses on non-financial non-current assets
(24 706)
(2 577)
(7 575)
(2 527)
(23 591)
(3 364)
(11 388)
(6)
Other operating costs (178 694) (93 615) (73 855) (6 417)
Operating profit 1 064 403 384 449 909 341 356 272
Finance costs
Finance income
(142 639)
87 297
(73 524)
71 537
(116 911)
35 700
(58 115)
13 218
Dividend income 1 163 1 163 119 119
Impairment of financial assets at amortised cost
Share of results of associates and jointly controlled entities
11 (7 133)
51 897
(3 468)
15 995
(9 988)
121 204
(3 788)
121 485
Profit before tax 1 054 988 396 152 939 465 429 191
Income tax 8 (193 660) (82 719) (195 213) (95 477)
Net profit for the reporting period 861 328 313 433 744 252 333 714
Other comprehensive income
Subject to reclassification to profit or loss:
- measurement of hedging instruments 198 740 100 698 80 770 28 043
- income tax 8 (37 756) (19 129) (15 347) (5 347)
Not subject to reclassification to profit or loss:
- restatement of defined benefit plan
- other
156 217
156 217
25 035
(1 263)
25 035
(533)
- income tax 8 (29 681) (29 681) (4 757) (4 757)
Net other comprehensive income 287 520 208 105 84 438 42 441
Comprehensive income for the reporting period 1 148 848 521 538 828 690 376 155
Including net profit:
attributable to shareholders of the Parent
attributable to non-controlling interests
739 055
122 273
244 073
69 360
704 806
39 446
316 519
17 195
Including comprehensive income:
attributable to shareholders of the Parent
attributable to non-controlling interests
1 023 623
125 225
449 226
72 312
789 487
39 203
359 203
16 952
Net profit attributable to shareholders of the Parent
Weighted average number of ordinary shares
739 055
472 660 616
244 073
503 535 600
704 806
441 442 578
316 519
441 442 578
Net profit attributable to the Parent's shareholders,
per share (in PLN per share)
1.56 0.48 1.60 0.72
Diluted profit per share (in PLN per share) 1.56 0.48 1.60 0.72

* 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 June
2022
(unaudited)
31 December
2021
restated*
ASSETS
Non-current assets
Property, plant and equipment 9 19 520 803 19 254 971
Right-of-use assets 809 726 774 099
Intangible assets 10 341 013 350 188
Investment properties 19 643 20 282
Investments in associates and jointly controlled entities 11 148 309 137 881
Deferred income tax assets 8 1 450 941 1 400 872
Financial assets measured at fair value 20 380 923 195 031
Trade and other receivables 387 120 74 434
Costs related to the conclusion of agreements 11 493 11 180
Finance lease and sublease receivables 558 580
Funds in the Mine Decommissioning Fund 145 751 147 671
Total non-current assets 23 216 280 22 367 189
Current assets
CO2 emission allowances 283 562 2 859 978
Inventories 12 1 334 080 1 115 920
Trade and other receivables 4 150 051 3 312 572
Costs related to the conclusion of agreements 11 176 11 652
Assets arising from contracts with customers 14 595 852 412 908
Finance lease and sublease receivables 924 903
Current income tax receivables 159 3 147
Financial assets measured at fair value 20 604 437 419 321
Other short-term investments 20 252 268
Cash and cash equivalents 15 5 438 780 4 153 553
Total current assets 12 671 289 12 289 954
Total assets 35 887 569 34 657 143

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at
Note 30 June
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 3 348 618 2 692 784
Revaluation reserve - measurement of hedging instruments 269 873 108 917
Retained earnings 11 473 569 10 636 605
Total equity attributable to shareholders of the parent 15 768 366 14 026 324
Non-controlling interests 1 323 188 1 175 576
Total equity 17 091 554 15 201 900
LIABILITIES
Non-current liabilities
Credit facilities, loans and debt securities 17 4 271 611 4 457 014
Trade and other payables 295 709 123 947
Liabilities arising from contracts with customers 14 16 381 18 389
Lease liabilities 590 055 565 993
Accounting for subsidies and road lighting modernisation services 19 402 740 377 016
Deferred income tax provision 8 536 547 479 389
Employee benefit liabilities 781 591 962 473
Financial liabilities measured at fair value 48 102 17 588
Provisions for other liabilities and other charges 18 931 979 874 929
Total non-current liabilities 7 874 715 7 876 738
Current liabilities
Credit facilities, loans and debt securities 17 401 896 2 177 791
Trade and other payables 5 175 187 4 439 560
Liabilities arising from contracts with customers 14 369 707 441 947
Lease liabilities 31 572 30 678
Accounting for subsidies and road lighting modernisation services 19 19 221 18 073
Current income tax liabilities 64 940 63 774
Employee benefit liabilities 564 209 525 031
Liabilities concerning the equivalent for rights to free purchase of shares 281 281
Financial liabilities measured at fair value 273 305 247 929
Provisions for other liabilities and other charges 18 4 020 982 3 633 441
Total current liabilities 10 921 300 11 578 505
Total liabilities 18 796 015 19 455 243
TOTAL EQUITY AND LIABILITIES 35 887 569 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) H1 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
Net
other
comprehensive
income
-
-
-
-
-
-
-
-
-
-
-
160 984
739
055
123 584
122 273
2 952
861 328
287 520
Net
comprehensive
income
recognised
in
the
period
- - - - - 160 984 862
639
125 225 1
148 848
Dividends - -
-
-
88 288
- - - - (30
129)
(30
129)
Issue
of
ordinary
shares
Cost
of
issue
of
ordinary
shares
88 288
-
- - 662
164
(6
330)
-
-
-
-
-
-
-
-
750 452
(6
330)
Change
in
non-controlling
interests
in
subsidiaries
- - - - - - (25
675)
52 516 26 841
Other - - - - - (28) - - (28)
As
at
30
June
2022
529 731 146 575 676 306 3
348
618
- 269 873 11
473
569
1
323
188
17
091
554

(b) H1 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
1
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*
- - - - - - 704 806 39
446
744
252
Net
other
comprehensive
income
- - - - 17 036 65 423 2 222 (243) 84 438
Net
comprehensive
income
recognised
in
the
period
- - - - 17 036 65 423 707 028 39
203
828
690
Dividends - - - - - - - (86) (86)
Coverage
of
net
loss
-
transfer
- - - (939
680)
- - 939 680 - -
Other - - - - (741) - 741 - -
As
at
30
June
2021
441 443 146 575 588 018 2
692
784
- (40
111)
9
585
611
1
096
655
13
922
957

*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 six-month period ended
Note 30 June
2022
30 June 2021
restated*
(unaudited) (unaudited)
Cash flows from operating activities
Net profit for the reporting period
Adjustments:
861 328 744 252
Income tax in profit or loss 8 193 660 195 213
Depreciation/amortisation 771 680 749 581
Loss on change, sale and liquidation of property, plant and equipment and right 24 706 23 591
of-use assets
Impairment losses on non-financial non-current assets
2 577 3 364
Gain on sale of financial assets (142) (15 235)
Interest income (36 130) (9 915)
Dividend income (1 163) (119)
Interest costs
(Gain)/loss on measurement of financial instruments
106 996
(105 347)
86 747
47 312
Impairment of financial assets at amortised cost 7 133 9 988
Share of profit of associates and jointly controlled entities (51 897) (121 204)
Other adjustments (12 785) (13 391)
Total adjustments 899 288 955 932
Paid income tax (244 682) (245 051)
Changes in working capital: 2 576 416 1 735 005
CO2 emission allowances
Inventories
(208 721) (149 710)
Trade and other receivables (1 225 908) (438 303)
Trade and other payables 978 089 2 133 001
Employee benefit liabilities 14 484 1 695
Accounting for subsidies and road lighting modernisation services 25 456 27 613
Provisions for other liabilities and charges 486 743 (607 082)
Total changes in working capital
Net cash flows from operating activities
2 646 559
4 162 493
2 702 219
4 157 352
Cash flows from investing activities
Purchase of non-current tangible and intangible assets and right-of-use assets
Proceeds from sale of non-current tangible and intangible assets and right-of-use
(1 310 785) (955 620)
assets 550 807
Purchase of financial assets (250 265)
Proceeds from sale of financial assets 26 881 53 136
Purchase of associates and jointly controlled entities (381)
Sale of associates and jointly controlled entities 626
Inflows concerning funds held at Mine Decommissioning Fund bank account
Received interest
1 920
6 105
365
16
Other inflows/(outflows) from investing activities 396 (377)
Net cash flows from investing activities (1 524 953) (901 673)
Cash flows from financing activities
Repayment of credit and loans (108 875) (108 476)
Bond buy-back (1 877 055) (769 055)
Dividends paid (86)
Repayment of lease liabilities (31 734) (30 583)
Proceeds from share issue 750 452
Interest paid
Expenses related to share issue
(90 370)
(6 330)
(91 249)
Other inflows/(outflows) from financing activities 11 599 (2 516)
Net cash flows from financing activities (1 352 313) (1 001 965)
Total net cash flows 1 285 227 2 253 714
Cash at the beginning of reporting period 4 153 553 1 941 554
Cash at the end of reporting period 5 438 780 4 195 268
including restricted cash 495 601 374 784

* 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 June 2022, the Parent's shareholding structure was as follows:

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

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

As at 30 June 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 six-month period ended 30 June 2022 and contain comparative data for the six-month period ended 30 June 2021 and the year ended 31 December 2021.

2. Group composition

As at 30 June 2022, ENEA Group consisted of the parent - ENEA S.A., 18 subsidiaries, 7 indirect subsidiaries, 2 jointly controlled entities and 1 associate.

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 June 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% 99.94%
13. ENEA Ciepło Serwis Sp. z o.o. generation Białystok 100% 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 16.39%7 16,4%

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%. Polimex – Mostostal S.A.'s share capital increase of 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 to trading, 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.

Management Board
As at As at
30 June 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

3. Management Board and Supervisory Board composition

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 As at
30 June 2022 Appointment 31 December 2021 End of term /
resignation
Chairperson of the Supervisory
Board
Rafał Włodarski Rafał Włodarski
Deputy Chairperson of the
Supervisory Board
Roman Stryjski
Secretary of the Supervisory Board Michał Jaciubek 24 June 2022
Member of the Supervisory Board Dorota Szymanek 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 Mariusz Pliszka
Member of the Supervisory Board Roman Stryjski
Member of the Supervisory Board Radosław Kwaśnicki 10 March 2022

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 the resignation of Mr. Radosław Kwaśnicki from the position of Member of the Supervisory Board of ENEA S.A., effective from 31 August 2022.

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

As at 14 September 2022
Chairperson of the Supervisory Board Rafał Włodarski
Deputy Chairperson of the Supervisory Board Roman Stryjski
Secretary of the Supervisory Board Mariusz Pliszka
Member of the Supervisory Board Mariusz Damasiewicz
Member of the Supervisory Board Tomasz Lis
Member of the Supervisory Board Paweł Koroblowski
Member of the Supervisory Board Mariusz Romańczuk

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 additional information and explanations presented on pages 9-50 constitute an integral part of these condensed consolidated interim financial statements.

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 June 2022. The presented tables and explanations are prepared with due diligence. These condensed consolidated interim financial statements have 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.

31 December 2021 As at
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 1 167 450 8 126 1 175 576
Other items 3 389 719 - 3 389 719
Equity 15 178 008 23 892 15 201 900
Deferred income tax provision 473 785 5 604 479 389
Other items 7 397 349 - 7 397 349
Non-current liabilities 7 871 134 5 604 7 876 738
Current liabilities 11 578 505 - 11 578 505
Total equity and liabilities 34 627 647 29 496 34 657 143

At the same time, in order to maintain comparability of comparative data, data for H1 2021 was restated. The total impact of the adjustment on the period's result as of 30 June 2021 was PLN 8 222 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 H1 2021 is shown in the tables below.

For the six-month period ended
30 June 2021
(approved data)
Impact of
amendment to
IAS 16
30 June 2021
(restated data)
Net profit for the reporting period 736 030 8 222 744 252
Adjustments:
Income tax in profit or loss
Other items
193 284
760 719
1 929
-
195 213
760 719
Total adjustments
Paid income tax
954 003
(245 051)
1 929
-
955 932
(245 051)
Changes in working capital 2 702 219 - 2 702 219
Net cash flows from operating activities 4 147 201 10 151 4 157 352
Purchase of non-current tangible and intangible assets and right-of
use assets
(945 469) (10 151) (955 620)
Other items 53 947 - 53 947
Net cash flows from investing activities (891 522) (10 151) (901 673)
Net cash flows from financing activities (1 001 965) - (1 001 965)
Total net cash flows 2 253 714 - 2 253 714
Cash at the beginning of reporting period 1 941 554 - 1 941 554
Cash at the end of reporting period 4 195 268 - 4 195 268

For
the
six-month
period
ended
30
June
2021
For
the
three-month
period
ended
30
June
2021
Approved
data
Impact
of
amendment
to
IAS
16
Restated
data
Approved
data
Impact
of
amendment
to
IAS
16
Restated
data
Revenue
from
sales
Excise
duty
9 853 166
(36
697)
37 347
-
9
890
513
(36
697)
4
792
476
(17
276)
18 593
-
4
811
069
(17
276)
Net
revenue
from
sales
9 816 469 37 347 9
853
816
4
775
200
18 593 4
793
793
Revenue
from
operating
leases
and
subleases
6 869 - 6 869 2 364 - 2 364
Revenue
from
sales
and
other
income
9 823 338 37 347 9
860
685
4
777
564
18 593 4
796
157
Employee
benefit
costs
Use
of
materials
and
raw
materials
and
value
of
goods
sold
Other
third-party
services
(1 042 313)
(2
097
962)
(439
616)
(6
409)
(14
716)
(6
071)
(1
048
722)
(2
112
678)
(445
687)
(511
258)
(1
093
511)
(215
214)
(3
240)
(7
352)
(2
944)
(514
498)
(1
100
863)
(218
158)
Other
items
Operating
profit
(5
344
257)
899 190
-
10 151
(5
344
257)
909 341
(2
606
366)
351 215
-
5 057
(2
606
366)
356 272
Other
items
30 124 - 30 124 72 919 - 72 919
Profit
before
tax
929 314 10 151 939 465 424 134 5 057 429 191
Income
tax
(193
284)
(1
929)
(195
213)
(94
516)
(961) (95
477)
Net
profit
for
the
reporting
period
736 030 8 222 744 252 329 618 4 096 333 714
Net
other
comprehensive
income
84 438 - 84 438 42 441 - 42 441
Comprehensive
income
for
the
reporting
period
820 468 8 222 828 690 372 059 4 096 376
155
Including
net
profit:
attributable
to
shareholders
of
the
Parent
699 380 5 426 704 806 313 816 2 703 316 519
attributable
to
non-controlling
interests
36 650 2 796 39 446 15 802 1 393 17 195
Including
comprehensive
income:
attributable
to
shareholders
of
the
Parent
attributable
to
non-controlling
interests
784 061
36 407
5 426
2 796
789 487
39 203
356 500
15 559
2 703
1 393
359 203
16 952

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.

TRADE Purchase and sale of electricity.
DISTRIBUTION Electricity distribution and transmission services.
GENERATION Generation of electricity from conventional and renewable
sources, generation of industrial heat.
MINING Production and sale of coal, companies providing support
services to mines.
AND
OTHER ACTIVITY Maintenance
and
modernisation
of
road
lighting
equipment, transport services, repair and construction
services.

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 9-50 constitute an integral part of these condensed consolidated interim financial statements.

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

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
Inter-segment
sales
5
724
069
875
918
1
774
615
15
784
6
711
858
688
210
428
978
1
029
427
64
407
205
791

(2
815
130)
14
703
927
Total
net
revenue
from
sales
6
599
987
1
790
399
7
400
068
1
458
405
270
198
(2
815
130)
14
703
927
Revenue
from
operating
leases
and
subleases
437 3
926
2
800
(29) 7
134
Revenue
from
sales
and
other
income
6
599
987
1
790
399
7
400
505
1
462
331
272
998
(2
815
159)
14
711
061
Total
costs
(6
634
922)
(1
504
066)
(6
947
139)
(1
034
838)
(249
216)
2
766
802
(13
603
379)
Segment
result
(34
935)
286
333
453
366
427
493
23
782
(48
357)
1
107
682
Depreciation/amortisation
Reversal
/
(recognition)
of
impairment
loss
on
non-financial
non-current
assets
(1
344)
(347
549)
(221
130)
1
737
(174
482)
(4
314)
(36
891)
Segment
result
-
EBITDA
(33
591)
633
882
672
759
606
289
60
673
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
(0.5%) 35.4% 9.1% 41.5% 22.2% (43
279)
Operating
profit
1
064
403
Finance
costs
Finance
income
Dividend
income
Impairment
of
financial
assets
at
amortised
cost
Share
of
results
of
associates
and
jointly
controlled
entities
Income
tax
(142
639)
87
297
1
163
(7
133)
51
897
(193
660)
Net
profit
861
328
Share
of
profit
attributable
to
non-controlling
interests
122
273

Segment results for the period from 1 April to 30 June 2022 are as follows:

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
Inter-segment
sales
2
852
540
363
634
873
983
7
539
3
473
251
335
971
232
562
496
076
30
128
103
584

(1
306
804)
7
462
464
Total
net
revenue
from
sales
3
216
174
881
522
3
809
222
728
638
133
712
(1
306
804)
7
462
464
Revenue
from
operating
leases
and
subleases
237 1
954
64 (24) 2
231
Revenue
from
sales
and
other
income
3
216
174
881
522
3
809
459
730
592
133
776
(1
306
828)
7
464
695
Total
costs
(3
164
246)
(735
143)
(3
865
190)
(490
752)
(115
292)
1
312
387
(7
058
236)
Segment
result
51
928
146
379
(55
731)
239
840
18
484
5
559
406
459
Depreciation/amortisation
Reversal
/
(recognition)
of
impairment
loss
on
non-financial
non-current
assets
(659)
(176
983)
(110
165)
1
737
(87
761)
(4
264)
(18
044)
Segment
result
-
EBITDA
52
587
323
362
52
697
331
865
36
528
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
1.6% 36.7% 1.4% 45.4% 27.3% (22
010)
Operating
profit
384
449
Finance
costs
Finance
income
Dividend
income
Impairment
of
financial
assets
at
amortised
cost
Share
of
results
of
associates
and
jointly
controlled
entities
Income
tax
(73
524)
71
537
1
163
(3
468)
15
995
(82
719)
Net
profit
313
433
Share
of
profit
attributable
to
non-controlling
interests
69
360

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

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
Inter-segment
sales
3
856
183
790
139
1
610
543
18
045
4
119
450
344
095
212
083
867
680
55
557
192
831

(2
212
790)
9
853
816
Total
net
revenue
from
sales
4
646
322
1
628
588
4
463
545
1
079
763
248
388
(2
212
790)
9
853
816
Revenue
from
operating
leases
and
subleases
450 4
179
2
276
(36) 6
869
Revenue
from
sales
and
other
income
4
646
322
1
628
588
4
463
995
1
083
942
250
664
(2
212
826)
9
860
685
Total
costs
(4
639
011)
(1
273
197)
(4
009
808)
(942
387)
(230
411)
2
179
957
(8
914
857)
Segment
result
7
311
355
391
454
187
141
555
20
253
(32
869)
945
828
Depreciation/amortisation
Impairment
losses
on
non-financial
non-current
assets
(1
599)
(332
066)
(201
138)
(186
923)
(6)
(36
643)
(3
358)
Segment
result
-
EBITDA
8
910
687
457
655
325
328
484
60
254
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
0.2% 42.2% 14.7% 30.3% 24.0% (36
487)
Operating
profit
909
341
Finance
costs
Finance
income
Dividend
income
Impairment
of
financial
assets
at
amortised
cost
Share
of
results
of
associates
and
jointly
controlled
entities
Income
tax
(116
911)
35
700
119
(9
988)
121
204
(195
213)
Net
profit
744
252
Share
of
profit
attributable
to
non-controlling
interests
39
446

Segment results for the period from 1 April to 30 June 2021 are as follows:

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
Inter-segment
sales
1
855
133
431 602
780 474
8 607
2
044
717
175 737
86 833
432 641
26 636
96 430
-
(1
145
017)
4
793
793
-
Total
net
revenue
from
sales
2
286
735
789 081 2
220
454
519 474 123 066 (1
145
017)
4
793
793
Revenue
from
operating
leases
and
subleases
- - 267 2 037 71 (11) 2 364
Revenue
from
sales
and
other
income
2
286
735
789 081 2
220
721
521 511 123 137 (1
145
028)
4
796
157
Total
costs
(2
325
545)
(637
955)
(2
033
982)
(457
107)
(107
478)
1
139
472
(4
422
595)
Segment
result
(38
810)
151 126 186 739 64 404 15 659 (5
556)
373 562
Depreciation/amortisation (735) (167
572)
(101
387)
(95
413)
(17
472)
Impairment
losses
on
non-financial
non-current
assets
- - - (6) -
Segment
result
-
EBITDA
(38
075)
318 698 288 126 159 823 33 131
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
(1.7%) 40.4% 13.0% 30,6% 26.9% (17
290)
Operating
profit
356 272
Finance
costs
(58
115)
Finance
income
13 218
Dividend
income
119
Impairment
of
financial
assets
at
amortised
cost
(3
788)
Share
of
results
of
associates
and
jointly
controlled
entities
121 485
Income
tax
(95
477)
Net
profit
333 714
Share
of
profit
attributable
to
non-controlling
interests
17 195

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

Trade Distribution Generation Mining Other
activity
Exclusions Total
Property,
plant
and
equipment
14
882
10
565
572
5
947
296
3
178
661
358
982
(555
216)
19
510
177
Trade
and
other
receivables
3
064
039
483
463
3
353
761
274
425
590
764
(3
230
434)
4
536
018
Costs
related
to
the
conclusion
of
agreements
22
669
- - - - - 22
669
Assets
arising
from
contracts
with
customers
307
197
305
335
724 - 340 (17
744)
595
852
Total 3
408
787
11
354
370
9
301
781
3
453
086
950
086
(3
803
394)
24
664
716
ASSETS
excluded
from
segments
-
including
property,
plant
and
equipment
-
including
trade
and
other
receivables
11
222
853
10
626
1
153
TOTAL
ASSETS
35
887
569
Trade
and
other
payables
241
271
638
485
1
144
660
365
864
334
447
(775
687)
1
949
040
Liabilities
arising
from
contracts
with
customers
2
519
000
328
466
2 11
101
10 (2
472
491)
386
088
Total 2
760
271
966
951
1
144
662
376
965
334
457
(3
248
178)
2
335
128
Equity
and
liabilities
excluded
from
segments
-
including
trade
and
other
payables
33
552
441
3
521
856
TOTAL
EQUITY
AND
LIABILITIES
35
887
569
for
the
6-month
period
ending
30
June
2022
Investment
expenditures
on
property,
plant
and
equipment
and
intangible
assets
Investment
expenditures
on
property,
plant
and
equipment
218 608
107
171
184
261
678
22
317
(24
163)
1
039
341
and
intangible
assets
excluded
from
segments
Depreciation/amortisation
Amortisation
excluded
from
segments
1
344
347
549
221
130
174
482
36
891
(11
258)

770
138
1
542
Recognition/(reversal/use)
of
impairment
losses
on
receivables
(305) (1
243)
(3
622)
72 (228) - (5
326)
(Reversal)
/
recognition
of
impairment
losses
on
non-financial
non-current
assets
- - (1
737)
4
314
- - 2
577

Other information concerning segments as at 31 December 2021 and for the six-month period ended on 30 June 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
6-month
period
ended
30
June
2021
Investment
expenditures
on
property,
plant
and
equipment
and
intangible
assets
Investment
expenditures
on
property,
plant
and
equipment
and
intangible
assets
excluded
from
segments
769 341
505
190
913
147
283
7
770
(12
388)
675
852
Depreciation/amortisation 1
599
332
066
201
138
186
923
36
643
(10
355)
748
014
Amortisation
excluded
from
segments
Recognition/(reversal/use)
of
impairment
losses
on
receivables
4
687
1
777
(14
806)
2
248
(46) - 1
567
(6
140)
Recognition
of
impairment
losses
on
non-financial
non-current
assets
- - - 6 3
358
- 3
364

Explanatory notes to the consolidated statement of comprehensive income

7. Revenue from sales

Net revenue from sales

For the six-month period ended
30 June 2022 30 June 2021
restated*
Revenue from the sale of electricity 11 530 592 7 068 169
Revenue from the sale of distribution services 1 682 813 1 567 263
Revenue from the sale of goods and materials 108 387 59 705
Revenue from the sale of other products and services 108 368 81 553
Revenue from origin certificates 438 1 653
Revenue from the sale of industrial heat 253 897 234 752
Revenue from the sale of coal 400 845 192 691
Revenue from the sale of gas 170 955 221 879
Revenue from Capacity Market 447 632 426 151
Total net revenue from sales 14 703 927 9 853 816

* 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 six-month period ended
30 June 2022 30 June 2021
Revenue from continuous services 13 831 992 9 283 462
Revenue from services provided at specified time 871 935 570 354
Total 14 703 927 9 853 816

8. Tax

Deferred income tax

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

As at
30 June 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 60 348 146 147
(Charge)/addition to other comprehensive income (67 437) (70 027)
Net deferred income tax assets at the end of period, including: 914 394 927 087
- deferred income tax assets at the end of period 1 450 941 1 400 872
- deferred income tax provision at the end of period 536 547 473 785

In the 6-month period ended 30 June 2022, the Group's profit before tax was increased as a result of an increase in net deferred income tax assets by PLN 60 348 thousand (in the 6-month period ended 30 June 2021 the charge to the Group's profit before tax as a result of a decrease in net deferred income tax assets amounted to PLN 146 309 thousand).

Explanatory notes to the consolidated statement of financial position

9. Property, plant and equipment

In the 6-month period ended 30 June 2022 the Group purchased property, plant and equipment items for a total of PLN 1 028 795 thousand (in the 6-month period ending 30 June 2021: PLN 656 158 thousand). These amounts mainly concern the generation segment (PLN 171 070 thousand), mining (PLN 259 817 thousand) and distribution (PLN 569 672 thousand).

In the 6-month period ended 30 June 2022 the Group sold and liquidated property, plant and equipment items with a total net book value of PLN 36 689 thousand (in the 6 months ended 30 June 2021: PLN 25 476 thousand).

In the 6-month period ended 30 June 2022, impairment losses on property, plant and equipment increased by PLN 1 968 thousand on a net basis (in the 6-month period ended 30 June 2021 impairment of property, plant and equipment decreased by PLN 4 899 thousand on a net basis).

As at 30 June 2022, total impairment of property, plant and equipment amounted to PLN 4 868 737 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 1 509 079 thousand as at 30 June 2022 (as at 31 December 2021: PLN 1 444 989 thousand).

Analysis of indications that impairment tests on non-financial non-current assets may be required

With reference to the impairment tests of non-financial non-current assets presented in the Group's annual consolidated financial statements for the financial year ended 31 December 2021, and in connection with the information and analyses in its possession concerning, inter alia, changes in market prices of CO2 emission allowances, electricity, coal, natural gas and forecasts of macroeconomic indicators, the Group conducted an analysis of premises that may indicate the need to test non-financial non-current assets for impairment as at 30 June 2022. Based on this analysis, it was concluded that the main premise indicating a 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 PLN 7.58 as at 31 August 2022, PLN 9.76 as at 30 June 2022 and PLN 8.51 as at 30 December 2021). An analysis of the effects of changes in the prices of products such as electricity, natural gas, coal and CO2 emission allowances with a concurrent increase in interest rates showed that there was no major impact on the value in use of the Group's generating assets. Accordingly, the Group has not identified 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 as at 30 June 2022. A more in-depth description of the impact of the political and economic situation in Ukraine is presented in note 27.

10. Intangible assets

In the 6-month period ended 30 June 2022 the Group purchased intangible assets worth PLN 10 546 thousand (in the 6-month period ended 30 June 2021 the Group purchased intangible assets worth PLN 9 543 thousand).

In the 6-month period ended 30 June 2022 the Group did not conduct significant sales or liquidations of intangible assets (in the 6-month period ended 30 June 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 60 449 thousand as at 30 June 2022 (as at 31 December 2021: PLN 56 002 thousand).

11. Investments in associates and jointly controlled entities

As
at
30
June
2022
Elektrownia
Ostrołęka
Sp.
z
o.o.
Polimex
-
Mostostal
S.A.
Polska
Grupa
Górnicza
S.A.
Total
Stake 50.00% 16,39% 7.66%
Current
assets
38 264 1 840 384 2
167
290
4
045
938
Non-current
assets
89 284 654 150 6
445
363
7
188
797
Total
assets
127 548 2
494
534
8
612
653
11
234
735
Current
liabilities
508 444 1 381 657 7
310
210
9
200
311
Non-current
liabilities
- 265 729 3
170
604
3
436
333
Total
liabilities
508 444 1 647 386 10
480
814
12
636
644
Net
assets
(380
896)
847 148 (1
868
161)
(1
401
909)
Share
in
net
assets
- 138 848 - 138 848
Goodwill 7
080
15 954 52 697 75 731
Impairment
of
goodwill
(7
080)
- (52
697)
(59
777)
Elimination
of
unrealised
gains/losses
- (6
493)
- (6
493)
Book
value
of
equity-accounted
investments
at
30
June
2022
- 148 309 - 148 309

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. worth PLN 6 493 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 41 569 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 June 2022 31 December 2021
As at the beginning of period 137 881 133 647
Change in the change in net assets 10 328 16 854
Purchase of investments 510 848
Sale of investments (410) (393)
Reclassification to financial assets at fair value - (13 075)
As at the reporting date 148 309 137 881

Implementation of project to build Elektrownia Ostrołęka C

As of 30 June 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 June 2022 amounted to PLN 232 743 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 the 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.).

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 41 569 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 4 924 thousand as of 30 June 2022, which is the best possible estimate in connection with uncertainty related to final settlement amounts.

12. Inventories

Inventories

As at
30 June 2022 31 December 2021
Materials 828 663 708 228
Semi-finished products and production in progress 1 902 648
Finished products 63 570 9 256
Energy origin certificates 451 105 421 765
Goods 32 096 18 176
Gross value of inventory 1 377 336 1 158 073
Impairment of inventory (43 256) (42 153)
Net value of inventory 1 334 080 1 115 920

In the 6-month period ended 30 June 2022, impairment losses on inventory increased by PLN 1 103 thousand (in the 6-month period ended 30 June 2021 impairment of inventory decreased by PLN 5 733 thousand).

13. Energy origin certificates

Energy origin certificates

As at
30 June 2022 31 December 2021
Net value at the beginning of period 416 137 345 776
Internal manufacture 233 577 421 439
Purchase 88 081 73 498
Depreciation (292 318) (391 371)
Sale - (32 466)
Change in impairment - (739)
Net value at the reporting date 445 477 416 137

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 1 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 182 984 -
Revenue recognised in a period that was taken into account
in the opening balance for liabilities arising from contracts - (74 179)
with customers
Liabilities resulting from sales adjustments - (69)
Impairment (40) -
As at 30 June 2022 595 852 386 088

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 June 2022, the Group's restricted cash amounted to PLN 495 601 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 June 2022 31 December 2021
Bank credit 1 381 299 1 482 827
Loans 29 932 35 970
Bonds 2 860 380 2 938 217
Long-term 4 271 611 4 457 014
Bank credit 214 751 208 438
Loans 11 986 11 916
Bonds 175 159 1 957 437
Short-term 401 896 2 177 791
Total 4 673 507 6 634 805

In the 6-month period ended 30 June 2022, the book value of credit facilities, loans and debt securities decreased by PLN 1 961 298 thousand on a net basis (6-month period ended 30 June 2021: the book value of credit and loans declined by PLN 871 519 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.

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
June
2022
Debt at 31
December
2021
Interest Contract
period
1. ENEA S.A. EIB 18 October 2012 (A)
and 19 June 2013
(B)
1 425 000 825 423 888 130 Fixed interest
rate
or
WIBOR 6M
+ margin
17 June 2030
2. ENEA S.A. EIB 29 May 2015 (C) 946 000 761 500 800 500 Fixed interest
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 1 of 8 March
2022
750 000 - - 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 31 158 34 436 Interest
based on
WIBOR 3M,
no less than
2%
20 December
2026
7. Other - - - 11 305 14 903 - -
TOTAL 3 631 075 1 629 386 1 737 969
rate Transaction costs and
effect of measurement
using effective interest
8 582 1 182
TOTAL 3 631 075 1 637 968 1 739 151

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

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 6-month period ended 30 June 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.

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 June 2022 amounted to PLN 31 158 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 June
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 1 000 000 600 000 640 000 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
700 000 418 613 456 669 WIBOR 6M
+ margin
Buy-back in
tranches, last
tranche due in
September 2027
Total 9 700 000 3 018 613 4 895 669
Transaction costs and
effect of measurement
using effective interest rate
16 926 (15)
Total 9 700 000 3 035 539 4 895 654

In the 6-month period ended on 30 June 2022, ENEA S.A. did not execute new bond issue program agreements.

Interest rate hedges and currency hedges

In the 6-month period ended 30 June 2022 ENEA S.A. did not execute interest rate swaps. The total bond and credit exposure hedged with IRSs as at 30 June 2022 amounted to PLN 3 214 113 thousand. Moreover, ENEA S.A. has fixedrate credit agreements totalling PLN 455 512 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 June 2022, financial assets at fair value concerning IRSs amounted to PLN 347 590 thousand (31 December 2021: PLN 135 150 thousand). The nine decisions by the Monetary Policy Council raising interest rates in the period from October 2021 to June 2022 had a material impact on this amount.

In the 6-month period ended 30 June 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 June 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 6-month period ended 30 June 2022, provisions for other liabilities and charges increased on a net basis by PLN 444 591 thousand (6-month period ended 30 June 2021: decrease by PLN 720 220 thousand).

Change in provisions for other liabilities and charges in the period ended 30 June 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
- - (11
704)
- - 2 235 - - (9
469)
Increase
in
existing
provisions
- 89 606 493 443 755 2 720 306 - 564 726 15 904 3
834 790
Use
of
provisions
(5
899)
(8 207) - (354
754)
(2
924
077)
- (8
684)
(29
317)
(3
330
938)
Reversal
of
unused
provision
- (1 565) (615) - (2
713)
(2
643)
- (42
256)
(49
792)
As
at
30
June
2022
207 679 379 488 51 034 466 644 2
652
816
120 402 806 145 268 753 4
952
961
Long-term 931 979
Short-term 4
020 982

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
1
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 submitted claims

In the 6-month period ended 30 June 2022, the provision for other submitted claims in ENEA S.A. grew by PLN 85 832 thousand. As of 30 June 2022, the ENEA S.A. assessed the court proceedings, in particular those relating to the termination by ENEA S.A. of sales agreements pertaining to property rights resulting from origin certificates for electric energy from renewable energy sources, verified the methodology for calculating the provision for potential claims related to this, and estimated the growth in the provision for other submitted claims at PLN 318 534 thousand. In value terms, this provision covers the earlier provision as of 31 March 2022 amounting to PLN 163 594 thousand for potential claims resulting from terminated agreements, in reference to submitted transaction notices for the sale of property rights by counterparties. Detailed information on the provision for court cases concerning the termination by ENEA S.A. of sales agreements regarding property rights resulting from origin certificates for electricity from renewable energy sources is provided in note 25.6 (this provision is included in the above table in the column 'Provision for other submitted claims').

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 ENEA S.A.'s tariff for electricity for customers from tariff group G for 2022. The proposed change is related to an increase in the cost to purchase electricity, largely resulting from a higher consumption of electricity by customers and the cost to purchase property rights. The tariff proceeding concerning this particular application has not been completed yet in connection with which there is uncertainty over whether the Group will achieve a revenue growth that is sufficient to cover legitimate higher costs to procure electricity. Given the above and acting in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets, the Group identified the necessity to create a provision in the second quarter of 2022 for onerous contracts for customers from tariff group G in the amount of PLN 64 231 thousand.

Furthermore, in connection with concluded derivative contracts for the supply of electricity for which the costs necessary to perform the contract exceed the expected benefits in reference to the prices of contracts for 2022 with delivery in the period from 1 July 2022 to 31 December 2022, the Group, acting in accordance with IAS 37, identified the need to recognise in the second quarter of 2022 a provision for onerous contracts amounting to PLN 446 932 thousand.

As at 30 June 2022, the Group also updated the provision for onerous contracts concerning settlements with prosumers to PLN 294 982 thousand.

Other provisions mainly concern:

  • potential liabilities related to grid assets resulting from differences in the interpretation of regulations PLN 191 285 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 31 338 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 4 924 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 June 2022 31 December 2021
Long-term
Accounting for deferred revenue - subsidies 293 715 271 458
Accounting for deferred revenue - road lighting modernisation services 109 025 105 558
Total non-current deferred revenue 402 740 377 016
Short-term
Accounting for deferred revenue - subsidies 13 804 13 368
Accounting for deferred revenue - road lighting modernisation services 5 417 4 705
Total current deferred revenue 19 221 18 073

Schedule for accounting for deferred revenue

As at
30 June 2022 31 December 2021
Up to one year 19 221 18 073
From one to five years 75 907 68 971
Over five years 326 833 308 045
Total deferred revenue 421 961 395 089

In the 6-month period ended 30 June 2022, the book value of grant accounting and road lighting modernisation services increased by PLN 26 872 thousand on a net basis (in the 6-month period ended 30 June 2021, the book value of grant accounting and road lighting modernisation services increased by a net amount of PLN 27 824 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
June
2022
As
at
31
December
2021
Book
value
Fair
value
Book
value
Fair
value
FINANCIAL
ASSETS
Long-term 911 778 380 923 414 678 195
031
Financial
assets
measured
at
fair
value
380 923 380 923 195 031 195
031
Trade
and
other
receivables
384 546 (*) 71 396 (*)
Finance
lease
and
sublease
receivables
558 (*) 580 (*)
Funds
in
the
Mine
Decommissioning
Fund
145 751 (*) 147 671 (*)
Short-term 10
044
152
604 437 7
541
900
419 321
Financial
assets
measured
at
fair
value
604 437 604 437 419 321 419 321
Debt
financial
assets
at
amortised
cost
- (*) - (*)
Assets
arising
from
contracts
with
customers
595 852 (*) 412 908 (*)
Other
short-term
investments
252 268 (*) - (*)
Trade
and
other
receivables
3
151
891
(*) 2
555
215
(*)
Finance
lease
and
sublease
receivables
924 (*) 903 (*)
Cash
and
cash
equivalents
5
438
780
(*) 4
153
553
(*)
TOTAL
FINANCIAL
ASSETS
10
955
930
985 360 7
956
578
614 352

FINANCIAL LIABILITIES

Long-term 5
205
477
4
236
816
5
164
542
4
511
184
Credit
facilities,
loans
and
debt
securities
4
271
611
4
188
714
4
457
014
4
493
596
Lease
liabilities
590 055 (*) 565
993
(*)
Trade
and
other
payables
295 709 (*) 123
947
(*)
Financial
liabilities
measured
at
fair
value
48 102 48 102 17
588
17 588
Short-term 5
575
617
675
201
6
570
244
2
425
720
Credit
facilities,
loans
and
debt
securities
401
896
401
896
2
177
791
2
177
791
Lease
liabilities
31 572 (*) 30
678
(*)
Trade
and
other
payables
4
816
512
(*) 4
067
738
(*)
Liabilities
arising
from
contracts
with
customers
52 332 (*) 46
108
(*)
Financial
liabilities
measured
at
fair
value
273 305 273 305 247
929
247 929
TOTAL
FINANCIAL
LIABILITIES
10
781
094
4
912
017
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 June 2022
Level 1 Level 2 Level 3 Total
Financial assets measured at fair value 20 068 946 442 18 850 985 360
Derivative instruments used in hedge accounting
(e.g. interest rate swaps)
- 347 590 - 347 590
Equity instruments at fair value through other
comprehensive income
- - 12 587 12 587
Call options (at fair value through profit or loss) - 11 834 - 11 834
Other derivative instruments at fair value through profit
or loss
- 587 018 - 587 018
Interests at fair value through profit or loss 20 068 - 6 263 26 331
Total 20 068 946 442 18 850 985 360
Financial liabilities measured at fair value - (321 407) - (321 407)
Derivative instruments at fair value through profit or loss - (321 407) - (321 407)
Credit facilities, loans and debt securities - (4 590 610) - (4 590 610)
Total - (4 912 017) - (4 912 017)
As at 31 December 2021
Level 1 Level 2 Level 3 Total
Financial assets measured at fair value 23 013 572 469 18 870 614 352
Derivative instruments used in hedge accounting
(e.g. interest rate swaps)
- 135 150 - 135 150
Equity instruments at fair value through other
comprehensive income
- - 12 587 12 587
Call options (at fair value through profit or loss) - 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 June 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 6-month period ended 30 June 2022.

As at 30 June 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 shares, thus decreasing its stake in that company's share capital from 16.48% to 16.39%. In July, the Company sold 117 382 shares, thus reducing ENEA S.A.'s stake in that company's share capital to 16.31%. The increase in share capital of Polimex-Mostostal S.A. by PLN 1 000 thousand, i.e. from PLN 477 238 thousand to PLN 478 238 thousand, by admitting to trading 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 June 2022 was PLN 11 834 thousand (at 31 December 2021: PLN 16 231 thousand).

Moreover, the Group's financial assets at fair value, worth PLN 587 018 thousand (PLN 421 088 thousand as of 31 December 2021) and financial liabilities worth PLN 321 407 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 598 960 thousand (PLN 161 922 thousand concerns purchase contracts and PLN 437 038 thousand concerns sales contracts).

21. Debt financial assets at amortised cost

As at
30 June 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) as at 30 June 2022 amounted to PLN 232 743 thousand.

The total impairment loss on loans issued and recognised in the 6-month period ended 30 June 2022 was PLN 7 133 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 June 2022 31 December 2021
Impairment at the beginning of period 128 534 139 595
Created 14 957 19 287
Reversed (9 643) (10 664)
Used (10 640) (19 684)
Impairment at the reporting date 123 208 128 534

In the 6-month period ended 30 June 2022, impairment of trade and other receivables decreased by PLN 5 326 thousand (in the 6-month period ended 30 June 2021 impairment declined by PLN 6 140 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 June 2022 reflects objective indications of impairment.

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

Age structure of trade and other receivables constituting financial instruments:

As at 30 June 2022
Nominal value Impairment Book value
Trade and other receivables
Current 3 337 860 (4 007) 3 333 853
Overdue 321 785 (119 201) 202 584
0-30 days 122 721 (128) 122 593
31-90 days 26 903 (2 101) 24 802
91-180 days 12 104 (3 521) 8 583
over 180 days 160 057 (113 451) 46 606
Total 3 659 645 (123 208) 3 536 437
Assets arising from contracts
with customers
596 049 (197) 595 852
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 June 2022 30 June 2021 30 June 2022 30 June 2021
Remuneration under management contracts 1 946 1 848* - -
Remuneration under appointment to
management or supervisory bodies
- - 385 401
TOTAL 1 946 1 848 385 401

* This remuneration includes a non-compete clause for former Management Board members, amounting to PLN 138 thousand

In the 6-month period ended 30 June 2022, no loans were made to Supervisory Board members from the Company Social Benefit Fund (PLN 0 thousand for the 6-month period ended 30 June 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 programmes. 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 June 2022 under an agreement between ENEA S.A. and PKO BP S.A. up to a limit specified in the agreement.

List of guarantees issued as at 30 June 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
H. Święcicki Clinical Hospital
1 July 2020 30 June 2022 in Poznań PKO BP S.A. 1 281
Total bank guarantees 2 326

The value of other guarantees issued by the Group as at 30 June 2022 was PLN 12 160 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 June 2022, a total of 20 651 cases initiated by the Group were in progress before courts of general competence, worth in aggregate PLN 161 365 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 June 2022, a total of 3 647 cases against the Group were in progress before courts of general competence, worth in aggregate PLN 1 109 883 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 June 2022, the Group recognised a provision for claims concerning non-contractual use of land amounting to PLN 207 679 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 the District Court in Katowice ruled to reject the claim 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. (ref. no. XVI GC 525/20, previous ref. no. XX GC 1163/15) by a decision of 7 January 2021, the court suspended the proceeding at the mutual request of the parties. In a decision of 19 November 2021, the court resumed the previously suspended proceeding. In a decision of 1 March 2022, the court suspended the proceeding at the mutual request of the parties. In a motion of 28 August 2022, the attorney for ENEA S.A. requested that the proceeding be resumed.

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 filed by ENEA S.A., according to ENEA S.A.'s assessment, the Agreements were terminated by the end of November 2016 in general. The contractual dates on which the respective Agreements 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:
    • 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
    • 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. created a PLN 318 534 thousand provision for court cases, including those concerning the sales agreements terminated by ENEA S.A. for property rights arising under certificates of origin for electricity from renewable energy sources. In value terms, this provision includes the previous provision created 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 ruled 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 by the District Court in Poznań of 14 August 2020 became final, in which the court considered as legitimate a claim for the payment of remuneration for property rights and ordered ENEA S.A. to pay PLN 6 042 thousand together with interest, and in the remaining scope considered the claim for payment as legitimate as a rule. On 25 July 2022, ENEA S.A. filed a cassation appeal against the ruling by the Appeals Court in Poznań, also requesting the suspension of the enforceability of the aforementioned rulings.

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

  • PGE Energia Odnawialna S.A., based in Warsaw (file no. IX GC 1064/17) in 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;
  • PGE Energia Ciepła S.A., based in Warsaw (file no. IX GC 555/16) in a ruling of 5 January 2022, the court suspended the proceeding at the mutual request of the parties. 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. According to the Common Court Information website, the court suspended the proceeding on 18 July 2022.
  • PGE Energia Odnawialna S.A., based in Warsaw (file 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.

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.

In a case brought by Hamburg Commercial Bank AG against ENEA S.A., the District Court in Poznań, in its ruling of 18 March 2022, dismissed the claimant's application for securing the claim. 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.

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. Conceptual work was carried out in the first half of 2022 by the strategic advisor based on the aforementioned agreement of 15 November 2021, and the internal structures of Group companies were prepared for the spin-off process. One of these tasks consists in dividing ENEA Trading Sp. z o.o. (pursuant to art. 529 § 1 point 4) of the Polish Commercial Companies Code), as a result of which, according to the Division Plan for ENEA Trading Sp. z o.o. of 29 July 2022, the division will be carried out via a spin-off

and the transfer of certain property (assets and equity 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) affects the need for margining on IRGIT and on foreign markets (The ICE, EEX) that organise trading in greenhouse gas emission allowance contracts, thereby considerably increasing the need for working capital. Rising commodity prices reinforce expectations of rising interest rates (increasing inflationary pressures), which increases the cost of debt financing. A pronounced weakening of PLN leads 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 5.2% of LWB Group's consolidated revenue from sales in H1 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 half 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 - higher prices of gaseous fuel electricity affected the results of energy vendors 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 "constant" 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. Due to the entry into force 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, from 4 June 2022 supplies from Belarus may not be carried out. The lack of supply from this direction could exacerbate the volume imbalance in the domestic market and lead to higher biomass prices in the coming months.

For the purpose of electricity production in units 2-7 of ENEA Elektrownia Połaniec S.A. there is an opportunity to replace biomass with coal. The production of heat in ENEA Ciepło Sp. z o.o.'s biomass-based cogeneration unit may be partially replaced by coal-based production in the other 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 preemptive 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. Events after the reporting period

On 3 August 2022, a conditional agreement was executed for the sale of shares in Polska Grupa Górnicza S.A. ("Conditional Sale Agreement"). The selling parties to the Conditional Sale Agreement are: 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. and Węglokoks S.A., and the buyer is the State Treasury of the Republic of Poland ("State Treasury"). Pursuant to the Conditional Sale Agreement, the Company will sell to the State Treasury all of the shares it holds in Polska Grupa Górnicza S.A. ("PGG"), i.e. 3 000 000 ordinary registered shares, representing 7.66% of PGG's share capital, for a total price of PLN 1 for all shares held. The value of the stake in PGG in these condensed separate interim financial statements is zero. The transfer of the 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.

On 3 August 2022, ENEA S.A. and PGE Polska Grupa Energetyczna S.A. signed an agreement pursuant to which ENEA S.A. acquired 33.8% of shares in special purpose vehicles (EW Baltica-4 Sp. z o.o., EW Baltica-5 Sp. z o.o., EW Baltica-6 Sp. z o.o.) intended to handle with the construction and development of offshore wind assets across three locations in the Baltic Sea.

On 14 September 2022, the Management Board of Lubelski Węgiel Bogdanka S.A. learned about the 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, a sudden and unexpected increase in operational pressure occurred resulting in clamping. The wall progressed 55 running metres and there were no problems with the uplift of the thill and the progress achieved was in line with the assumptions for this stage of the mining process. The longwall was continuously monitored by a pressure control system within the supports of a section of the powered roof support system.

LWB took action to free up the clamped sections and resume mining operations. These actions, due to the scale of the occurrence, are technically and organisationally complex. Work on the commissioning of longwall 2/II/382 is proceeding on schedule.

Due to the occurrence of sudden and unforeseeable impediments to mining operations, which objectively could not have been prevented or counteracted, LWB has decided to update the production plan, as announced in current report no. 18/2022 of 2 September 2022, setting it at approx. 8.3 million tonnes of commercial coal. The impact of this event will be accounted for in the condensed interim consolidated financial statements for the period from 1 January to 30 September 2022.