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Enea S.A. Interim / Quarterly Report 2023

Nov 23, 2023

5597_rns_2023-11-23_e75b1f95-dc77-4492-8fcd-d7e13bee55d0.pdf

Interim / Quarterly Report

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ENEA Group CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the period from 1 January to 30 September 2023 in compliance with EU IFRS

Rysunek 1

TABLE OF CONTENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 4
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 5
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 7
CONSOLIDATED STATEMENT OF CASH FLOWS 8
ADDITIONAL INFORMATION AND EXPLANATIONS 9
General information 9
1. General information on the Parent9
2. Group composition 9
3.
4.
Management Board and Supervisory Board composition13
Basis for preparing financial statements 13
5. Accounting rules (policy) and significant estimates and assumptions 14
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. Tax26
Explanatory notes to the consolidated statement of financial position 27
9. Property, plant and equipment 27
10.
11.
Intangible assets 27
Investments in associates and jointly controlled entities28
12. Inventories30
13. Energy origin certificates31
14. Assets and liabilities arising from contracts with customers 31
15. Restricted cash31
16.
17.
Profit allocation31
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. Related-party transactions 42
25. 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. Risk associated with legal status of properties used by the Group 43
25.4. Cases concerning 2012 non-balancing44
25.5. 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 Agency47
27.
28.
One-off event at LWB47
Contributions to Price Difference Payment Fund48
29. Proposal to purchase Lubelski Węgiel "Bogdanka" S.A. shares 48

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 Jakub Kowaleczko
Member of the Management Board Marcin Pawlicki
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, 22 November 2023

Robert Kiereta

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the 9-
month period
ended
30 September
For the 3-
month period
ended
30 September
For the 9-
month period
ended
30 September
For the 3-
month period
ended
30 September
Note 2023
(unaudited)
2023
(unaudited)
2022 restated*
(unaudited)
2022 restated*
(unaudited)
Revenue from sales 7 32 941 092 11 002 068 22 761 958 8 031 526
Excise duty
Net revenue from sales
(60 128)
32 880 964
(19 974)
10 982 094
(39 415)
22 722 543
(12 910)
8 018 616
Compensations 7 3 010 233 895 293
Revenue from operating leases and subleases 11 591 3 818 9 344 2 210
Revenue from sales and other income 35 902 788 11 881 205 22 731 887 8 020 826
Other operating revenue 249 807 116 749 170 934 82 018
Change in provision for onerous contracts
Depreciation/amortisation
18 12 223
(1 225 501)
(171 925)
(425 241)
(1 410 888)
(1 181 685)
(854 846)
(410 005)
Employee benefit costs (2 250 703) (775 556) (1 821 487) (682 210)
Use of materials and raw materials and value of goods sold (11 097 180) (3 589 102) (6 680 293) (2 470 185)
Purchase of electricity and gas for sales purposes (15 131 886) (4 985 905) (9 113 971) (3 112 272)
Transmission services (500 885) (165 399) (354 660) (98 391)
Other third-party services (883 212) (340 408) (751 033) (272 798)
Taxes and fees 28 (2 579 916) (743 635) (403 120) (144 175)
Loss on change, sale and liquidation of property, plant and equipment
and right-of-use assets
(44 146) (6 484) (29 678) (4 972)
(Impairment loss)/reversal of impairment loss on non-financial non
current assets
(788 084) 4 225 (2 754) (177)
Other operating costs (237 034) (95 880) (263 729) (85 035)
Operating profit 1 426 271 702 644 889 523 (32 222)
Finance costs
Finance income
(377 841)
148 536
(110 856)
71 629
(222 680)
156 953
(80 041)
69 656
(Losses)/gains on currency derivative instruments not used in hedge
accounting
(423 127) 234 473 221 033 78 375
Dividend income 93 1 163
Impairment of financial assets at amortised cost 21 (10 962) (3 829)
Share of results of associates and jointly controlled entities
Impairment of investments in associates and jointly controlled entities
11 5 901
(4 321)
1 187
65 196
13 299
Profit before tax 775 512 899 077 1 100 226 45 238
Income tax 8 (113 202) (182 618) (193 429) 231
Net profit for the reporting period 662 310 716 459 906 797 45 469
Other comprehensive income
Subject to reclassification to profit or loss:
- measurement of hedging instruments (148 828) (53 337) 166 137 (32 603)
- income tax
Not subject to reclassification to profit or loss:
8 28 276 10 133 (31 561) 6 195
- restatement of defined benefit plan (84 708) 156 217
- income tax 8 16 095 (29 681)
Net other comprehensive income (189 165) (43 204) 261 112 (26 408)
Comprehensive income for the reporting period 473 145 673 255 1 167 909 19 061
Including net profit:
attributable to shareholders of the Parent 558 438 702 690 788 787 49 732
attributable to non-controlling interests 103 872 13 769 118 010 (4 263)
Including comprehensive income:
attributable to shareholders of the Parent 370 156 659 486 1 046 947 23 324
attributable to non-controlling interests 102 989 13 769 120 962 (4 263)
Net profit attributable to shareholders of the Parent
Weighted average number of ordinary shares
558 438
529 731 093
702 690
529 731 093
788 787
491 893 158
49 732
529 731 093
Net profit attributable to the Parent's shareholders, per share 1.05 1.33 1.60 0.09
(in PLN per share)
Diluted profit per share (in PLN per share)
1.05 1.33 1.60 0.09

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

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at
Note 30 September 2023
(unaudited)
31 December 2022
ASSETS
Non-current assets
Property, plant and equipment 9 20 205 411 20 154 134
Right-of-use assets 824 766 827 430
Intangible assets 10 449 702 351 922
Investment properties 28 361 18 042
Investments in associates and jointly controlled entities 11 170 181 163 317
Deferred income tax assets 8 2 348 345 1 315 108
Financial assets measured at fair value 20 60 228 161 391
Trade and other receivables 9 043 12 213
Costs related to the conclusion of agreements 10 071 8 970
Finance lease and sublease receivables 976 1 168
Funds in the Mine Decommissioning Fund 157 429 147 925
Total non-current assets 24 264 513 23 161 620
Current assets
CO2 emission allowances 58 911 4 093 130
Inventories 12 1 915 077 1 979 850
Trade and other receivables 5 918 571 5 260 383
Costs related to the conclusion of agreements 12 176 11 006
Assets arising from contracts with customers 14 633 474 623 900
Finance lease and sublease receivables 1 264 1 304
Current income tax receivables 8 328 315 513
Financial assets measured at fair value 20 255 103 382 546
Debt financial assets at amortised cost 21 42 004
Cash and cash equivalents 15 5 214 099 1 563 716
Total current assets 14 017 003 14 273 352
Total assets 38 281 516 37 434 972

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at
Note 30 September 2023
(unaudited)
31 December 2022
EQUITY AND LIABILITIES
Equity
Equity attributable to shareholders of the parent
Share capital 676 306 676 306
Share premium 3 348 670 3 348 670
Revaluation reserve - measurement of hedging instruments 65 192 185 744
Retained earnings 11 154 658 10 663 950
Total equity attributable to shareholders of the parent 15 244 826 14 874 670
Non-controlling interests 1 343 047 1 271 441
Total equity 16 587 873 16 146 111
LIABILITIES
Non-current liabilities
Credit facilities, loans and debt securities 17 3 371 736 4 087 307
Trade and other payables 22 862 32 265
Liabilities arising from contracts with customers 14 24 700 15 822
Lease liabilities 614 906 625 120
Accounting for subsidies and road lighting modernisation services 19 571 973 493 904
Deferred income tax provision 8 547 378 536 255
Employee benefit liabilities 1 095 584 962 783
Financial liabilities measured at fair value
Provisions for other liabilities and other charges
20
18
125 250
963 640
249
946 088
Total non-current liabilities 7 338 029 7 699 793
Current liabilities
Credit facilities, loans and debt securities 17 2 434 782 750 273
Trade and other payables 3 278 727 5 165 576
Liabilities arising from contracts with customers 14 547 019 348 590
Lease liabilities 33 028 31 338
Accounting for subsidies and road lighting modernisation services 19 23 293 20 381
Current income tax liabilities
Employee benefit liabilities
245 738
739 305
12 706
577 479
Liabilities concerning the equivalent for rights to free purchase of shares 281 281
Financial liabilities measured at fair value 20 682 649 494 596
Provisions for other liabilities and other charges 18 6 370 792 6 187 848
Total current liabilities 14 355 614 13 589 068
Total liabilities 21 693 643 21 288 861
TOTAL EQUITY AND LIABILITIES 38 281 516 37 434 972

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(a) Q3 2023 (unaudited)

Share
capital
(nominal
amount)
Reserve
for
revaluation
and
merger
accounting
Total
share
capital
Share
premium
Revaluation
reserve
-
measurement
of
hedging
instruments
Retained
earnings
Non-controlling
interests
Total
equity
As
at
1
January
2023
529
731
146 575 676
306
3
348
670
185
744
10
663
950
1 271
441
16
146
111
Net
profit
for
the
reporting
period
- - - - - 558
438
103
872
662
310
Net
other
comprehensive
income
- - - - (120
552)
(67
730)
(883) (189
165)
Net
comprehensive
income
recognised
- - - - (120
552)
490
708
102
989
473 145
in
the
period
Dividends (31
387)
(31
387)
Other - - - - - - 4 4
As
at
30
September
2023
529 731 146 575 676 306 3
348
670
65
192
11
154
658
1
343
047
16
587
873

(b) Q3 2022 (unaudited)

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

CONSOLIDATED STATEMENT OF CASH FLOWS

For the nine-month period ended
Note 30 September 2023
(unaudited)
30 September 2022
(unaudited)
Cash flows from operating activities
Net profit for the reporting period 662 310 906 797
Adjustments:
Income tax in profit or loss 8 113 202 193 429
Depreciation/amortisation 1 225 501 1 181 685
Loss on change, sale and liquidation of property, plant and equipment
and right-of-use assets
44 146 29 678
Impairment losses on non-financial non-current assets 788 084 2 754
Gain on sale of financial assets (1 409) (15 542)
Interest income (68 886) (83 086)
Dividend income (93) (1 163)
Interest costs
Loss/(gain) on measurement of financial instruments
245 678
389 181
187 342
(185 260)
Impairment of financial assets at amortised cost 10 962
Share of profit of associates and jointly controlled entities (5 901) (65 196)
Impairment of investments in associates and jointly controlled entities 4 321
Other adjustments (70 877) (24 205)
Total adjustments
Paid income tax
2 662 947
(595 466)
1 231 398
(320 937)
Changes in working capital:
CO2 emission allowances 4 034 219 2 564 279
Inventories 65 524 (177 369)
Trade and other receivables (689 250) (1 964 644)
Trade and other payables
Employee benefit liabilities
(1 629 543)
211 223
(720 896)
17 847
Accounting for subsidies and road lighting modernisation services 78 192 63 460
Provisions for other liabilities and charges 210 647 2 601 445
Total changes in working capital 2 281 012 2 384 122
Net cash flows from operating activities 5 010 803 4 201 380
Cash flows from investing activities
Purchase of tangible and intangible assets (1 962 109) (1 832 933)
Proceeds from sale of tangible and intangible assets 26 823 1 379
Purchase of financial assets
Proceeds from sale of financial assets

37 383
(250 265)
279 149
Purchase of subsidiaries (89 602)
Purchase of associates and jointly controlled entities (1 000) (1 009)
Sale of associates and jointly controlled entities 394 1 000
Received dividends 93 1 163
Inflows concerning funds at Mine Decommissioning Fund bank account
Received interest
(9 504)
66 064
(226)
19 047
Other inflows from investing activities 11 004 477
Net cash flows from investing activities (1 920 454) (1 782 218)
Cash flows from financing activities
Credit and loans received 3 901 164 1 875
Repayment of credit and loans (2 879 185) (144 701)
Bond buy-back (156 110) (1 955 111)
Dividends paid (31 387) (30 129)
Repayment of lease liabilities (34 447) (35 796)
Proceeds from share issue
Interest paid

(239 741)
750 452
(125 086)
Expenses related to share issue (6 278)
Other (outflows)/inflows from financing activities (260) 24 604
Net cash flows from financing activities 560 034 (1 520 170)
Total net cash flows 3 650 383 898 992
Cash at the beginning of reporting period 1 563 716 4 153 553
Cash at the end of reporting period 5 214 099 5 052 545
including restricted cash 1 345 233 380 411

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

ADDITIONAL INFORMATION AND EXPLANATIONS

General information

1. General information on the Parent

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

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

As at 30 September 2023, the Parent's shareholding structure was as follows:

Poland's State Treasury Other shareholders Total
As at 30 September 2023 52.29% 47.71% 100.00%

As at 30 September 2023, the Parent's highest-level controlling entity was the State Treasury.

As at 30 September 2023, ENEA S.A.'s statutory share capital amounted to PLN 529 731 thousand (PLN 676 306 thousand after restatement to EU IFRS, taking into account hyperinflation and other adjustments) and was divided into 529 731 093 shares.

The Parent's duration is indefinite.

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

The Group's condensed consolidated interim financial statements cover the nine-month period ended 30 September 2023 and contain comparative data for the nine-month period ended 30 September 2022 and the year ended 31 December 2022.

2. Group composition

As at 30 September 2023, the Group consisted of the parent - ENEA S.A., 34 subsidiaries, including 9 indirect subsidiaries, 1 jointly controlled entity and 4 associates.

ENEA Group's principal business activities are as follows:

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

Company name Activity Registered office ENEA S.A.'s stake
in total number
of voting rights
as at
30 September 2023
ENEA S.A.'s stake
in total number
of voting rights
as at
31 December 2022
SUBSIDIARIES
1.
2.
ENEA Operator Sp. z o.o.
ENEA Wytwarzanie Sp. z o.o.
distribution
generation
Poznań
Świerże Górne
100%
100%
100%
100%
3. ENEA Elektrownia generation Połaniec 100% 100%
Połaniec S.A.
4. ENEA Oświetlenie Sp. z o.o. other activity Szczecin 100% 100%
5. ENEA Trading Sp. z o.o. trade Świerże Górne 100%10,12 100%
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 5
-
100%5
10. ENEA Innowacje Sp. z o.o. other activity Warsaw 100%20 100%
11. Lubelski Węgiel
BOGDANKA S.A.
mining Bogdanka 64.57% 64.57%
12. ENEA Ciepło Sp. z o.o. generation Białystok 99.94% 99.94%
13. Przedsiębiorstwo Energetyki
Cieplnej Sp. z o.o.
generation Oborniki 99.93%19 99.93%
14. Miejska Energetyka Cieplna Piła
Sp. z o.o.
generation Piła 71.11% 71.11%
15. ENEA Nowa Energia Sp. z o.o. generation Radom 100%23 100%
16. ENEA ELKOGAZ Sp. z o.o. generation Warsaw 100%8 100%
17. ENEA Power&Gas trade Warsaw 100%10 100%
Trading Sp. z o.o.
18. EN101 Sp. z o.o. generation Poznań 100%7,13,26 -
19. EN102 Sp. z o.o. generation Poznań 100%14,26 100%
20. EN103 Sp. z o.o. generation Poznań 100%15,26 100%
21. EN201 Sp. z o.o. generation Poznań 100%16,26 100%
22. EN202 Sp. z o.o. generation Poznań 100%7,17,26 -
23. EN203 Sp. z o.o. generation Poznań 100%18,26 100%
24. PRO-WIND Sp. z o.o. generation Kielce 100%21,26 -
25. PV Tykocin Sp. z o.o. generation Kielce 100%21,26 -
26. PAD RES Genowefa Sp. z o.o. generation Warsaw 100%25 -
INDIRECT SUBSIDIARIES
27. ENEA Logistyka Sp. z o.o. distribution Poznań 100%3 100%3
28. ENEA Bioenergia Sp. z o.o.
ENEA Połaniec Serwis
generation Połaniec 100%1 100%1
29. Sp. z o.o.
EkoTRANS Bogdanka
generation Połaniec 6
-
100%1
30. Sp. z o.o. mining Bogdanka 64.57%2 64.57%2
31. RG Bogdanka Sp. z o.o. mining Bogdanka 64.57%2 64.57%2
32. MR Bogdanka Sp. z o.o. mining Bogdanka 64.57%2 64.57%2
33. Łęczyńska Energetyka
Sp. z o.o.
mining Bogdanka 57.27%2 57.27%2
34. ENEBIOGAZ 1 Sp. z o.o. generation Radom 100%4,22,26 100%4
35. ENEBIOGAZ 2 Sp. z o.o.
Farma Wiatrowa Bejsce
generation Radom 100%4,22,26 100%4
36. Sp. z o.o. generation Warsaw 100%4,24,26 -
JOINTLY CONTROLLED ENTITIES
Elektrownia Ostrołęka 50%11
37. Sp. z o.o. - Ostrołęka 50%
ASSOCIATES
38. Polimex – Mostostal S.A. - Warsaw 16,19%9 16.26%
39. Elektrownia Wiatrowa Baltica-4
Sp. z o.o.
- Warsaw 33.81% 33.81%
40. Elektrownia Wiatrowa Baltica-5
Sp. z o.o.
- Warsaw 33.81% 33.81%
41. Elektrownia Wiatrowa Baltica-6 - Warsaw 33.76% 33.76%
Sp. z o.o.

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. On 24 May 2023, the company was removed from the National Court Register.

6 – An Extraordinary General Meeting of ENEA Połaniec Serwis Sp. z o.o. (acquired company) was held on 3 January 2023, adopting a resolution to merge with ENEA Elektrownia Połaniec S.A. (acquiring company) pursuant to a simplified procedure under art. 516 of the Polish Commercial Companies Code. The merger was registered at the National Court Register on 16 January 2023.

7 – EN101 Sp. z o.o. and EN202 Sp. z o.o. were established in January 2023.

8 – On 15 March 2023, the Extraordinary General Meeting of ENEA ELKOGAZ Sp. z o.o. adopted a resolution to increase the company's share capital by PLN 10 000 thousand, i.e. from PLN 19 000 thousand to PLN 29 000 thousand, through the issue of 100 000 new shares with a nominal value of PLN 100.00 each. ENEA S.A. acquired all of the newly-issued shares in the increased share capital of ENEA ELKOGAZ Sp. z o.o. in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 3 April 2023. On 27 July 2023, the Extraordinary General Meeting of ENEA ELKOGAZ Sp. z o.o., based in Warsaw, adopted a resolution to increase the company's share capital by PLN 10 000 thousand, i.e. from PLN 29 000 thousand to PLN 39 000 thousand, through the issue of 100 000 new shares with a nominal value of PLN 100.00 each. ENEA S.A. acquired all of the newly-issued shares in the increased share capital of ENEA ELKOGAZ Sp. z o.o. in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 27 September 2023.

9 – an increase of Polimex Mostostal S.A.'s share capital by PLN 1 000 thousand, i.e. from PLN 479 738 thousand to PLN 480 738 thousand, by admitting 500 000 ordinary bearer shares series S with a nominal value of PLN 2 each, was registered on 30 January 2023. In March 2023 ENEA S.A. sold 187 500 shares, thus decreasing its stake in that company's share capital from 16.23% to 16.15%. In the 9-month period ending 30 September 2023, ENEA S.A. submitted a demand to exercise call options 8, 9 and 10. On 30 March 2023, the Company made a bank transfer payment for the 187 500 shares of Polimex - Mostostal S.A. (call option 8). An increase of Polimex Mostostal S.A.'s share capital by PLN 1 500 thousand, i.e. from PLN 480 738 thousand to PLN 482 238 thousand, by admitting 750 000 ordinary bearer shares series S with a nominal value of PLN 2 each, was registered on 14 April 2023, thus reducing ENEA S.A.'s stake in that company's share capital from 16.15% to 16.10%. On 28 April 2023, as a result of the exercise of call option 8, ENEA S.A.'s share in the company's share capital increased from 16.10% to 16.17%. On 29 June 2023 the Company made a bank transfer payment for 125 000 shares of Polimex - Mostostal S.A. (call option 9). An increase of Polimex Mostostal S.A.'s share capital by PLN 1 000 thousand, i.e. from PLN 482 238 thousand to PLN 483 238 thousand, by admitting 500 000 ordinary bearer shares series S with a nominal value of PLN 2 each, was registered on 12 July 2023. ENEA S.A.'s share in the company's share capital decreased from 16.17% to 16.14%. On 14 July 2023, as a result of the exercise of call option 9, ENEA S.A.'s share in the company's share capital increased from 16.14% to 16.19%. On 28 September 2023, the Company made a bank transfer payment for the 187 500 shares of Polimex - Mostostal S.A. (call option 10). An increase of Polimex Mostostal S.A.'s share capital by PLN 1 500 thousand, i.e. from PLN 483 238 thousand to PLN 484 738 thousand, by admitting 750 000 ordinary bearer shares series S with a nominal value of PLN 2.00 each, was registered on 5 October 2023. ENEA S.A.'s share in the company's share capital decreased from 16.19% to 16.14%. Since 13 October 2023, as a result of the exercise of call option 10, ENEA S.A.'s stake in the company's share capital is 16.22%.

10 - On 3 April 2023, in accordance with the Spin-off Plan of ENEA Trading Sp. z o.o. of 29 July 2022, there was a division by spin-off and transfer of a part of the assets and liabilities of ENEA Trading Sp. z o.o., in the form of an Organised Part of Enterprise, to ENEA Power&Gas Trading Sp. z o.o.

11 – on 27 April 2023, the Extraordinary General Meeting of Elektrownia Ostrołęka Sp. z o.o. adopted a resolution to increase the company's share capital by PLN 100, i.e. from PLN 912 482 100.00 to PLN 912 482 200.00, through the issue of 2 new shares with a nominal value of PLN 50.00 each and issue price of PLN 202 657 thousand each. ENEA S.A. acquired 1 of the newly-issued shares in the increased share capital of Elektrownia Ostrołęka Sp. z o.o. On 28 April 2023, a receivables set-off agreement was signed by ENEA S.A. and Elektrownia Ostrołęka Sp. z o.o., i.e. the receivables of ENEA S.A. towards Elektrownia Ostrołęka Sp. z o.o. for a loan granted under the loan agreement concluded in December 2019 with a value of PLN 170 000 thousand (as amended) plus accrued interest with a total receivable value of PLN 202 657 thousand, and Elektrownia Ostrołęka Sp. z o.o.'s receivables from ENEA S.A. in respect of its obligation to cover 1 share with a cash contribution of PLN 202 657 thousand in the increased share capital of the company. Pursuant to the above set-off agreement, the aforementioned claims cancelled each other out in full.

12 – on 28 June 2023, at an Extraordinary General Meeting of ENEA Trading Sp. z o.o., a resolution was adopted regarding an increase in the share capital of ENEA Trading Sp. z o.o. by PLN 1 thousand, i.e. from PLN 61 205 thousand to PLN 61 206 thousand, through the issue of 1 new share with a nominal value of PLN 1 thousand. ENEA S.A. acquired the one newly-issued share in the increased share capital of ENEA Trading Sp. z o.o. in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 12 July 2023.

13 – on 5 July 2023, at an Extraordinary General Meeting of EN101 Sp. z o.o., a resolution was adopted regarding an increase in the share capital of EN101 Sp. z o.o. by PLN 3 430 thousand, i.e. from PLN 70 thousand to PLN 3 500 thousand, through the issue of 4 900 new shares with a nominal value of PLN 700.00 each. ENEA S.A. acquired the newly-issued shares in the increased share capital of EN101 Sp. z o.o. in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 10 November 2023.

14 – on 5 July 2023, at an Extraordinary General Meeting of EN102 Sp. z o.o., a resolution was adopted regarding an increase in the share capital of EN102 Sp. z o.o. by PLN 3 531 thousand, i.e. from PLN 70 thousand to PLN 3 601 thousand, through the issue of 5 044 new shares with a nominal value of PLN 700.00 each. ENEA S.A. acquired the newly-issued shares in the increased share capital of EN102 Sp. z o.o. in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 27 September 2023.

15 – on 5 July 2023, at an Extraordinary General Meeting of EN103 Sp. z o.o., a resolution was adopted regarding an increase in the share capital of EN103 Sp. z o.o. by PLN 148 thousand, i.e. from PLN 70 thousand to PLN 218 thousand, through the issue of 211 new shares with a nominal value of PLN 700.00 each. ENEA S.A. acquired the newly-issued shares in the increased share capital of EN103 Sp. z o.o. in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 27 September 2023.

16 – on 5 July 2023, at an Extraordinary General Meeting of EN201 Sp. z o.o., a resolution was adopted regarding an increase in the share capital of EN201 Sp. z o.o. by PLN 2 509 thousand, i.e. from PLN 70 thousand to PLN 2 579 thousand, through the issue of 3 584 new shares with a nominal value of PLN 700.00 each. ENEA S.A. acquired the newly-issued shares in the increased share capital of EN201 Sp. z o.o. in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 25 October 2023.

17 – on 5 July 2023, at an Extraordinary General Meeting of EN202 Sp. z o.o., a resolution was adopted regarding an increase in the share capital of EN202 Sp. z o.o. by PLN 3 223 thousand, i.e. from PLN 70 thousand to PLN 3 293 thousand, through the issue of 4 604 new shares with a nominal value of PLN 700.00 each. ENEA S.A. acquired the newly-issued shares in the increased share capital of EN202 Sp. z o.o. in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 2 November 2023.

18 – on 5 July 2023, at an Extraordinary General Meeting of EN203 Sp. z o.o., a resolution was adopted regarding an increase in the share capital of EN203 Sp. z o.o. by PLN 535 thousand, i.e. from PLN 70 thousand to PLN 605 thousand, through the issue of 764 new shares with a nominal value of PLN 700.00 each. ENEA S.A. acquired the newly-issued shares in the increased share capital of EN203 Sp. z o.o. in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 25 October 2023.

19 – on 6 July 2023, at an Extraordinary General Meeting of Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o., a resolution was adopted regarding an increase in the share capital of Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. by PLN 6 000 thousand, i.e. from PLN 6 583 thousand to PLN 12 583 thousand, through the issue of 12 000 new shares with a nominal value of PLN 500.00 each. ENEA S.A. acquired 11 992 newly-issued shares with a total nominal value of PLN 5 996 thousand in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 10 November 2023.

20 – on 2 August 2023, at an Extraordinary General Meeting of ENEA Innowacje Sp. z o.o., a resolution was adopted regarding an increase in the share capital of ENEA Innowacje Sp. z o.o. by PLN 12 thousand, i.e. from PLN 38 710 thousand to PLN 50 710 thousand, through the issue of 120 000 new shares with a nominal value of PLN 100.00 each. ENEA S.A. acquired the newly-issued shares in the increased share capital of ENEA Innowacje Sp. z o.o. in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 28 August 2023.

21 – on 23 August 2023 ENEA S.A. signed an agreement to purchase 73 300 shares in PRO-WIND Sp. z o.o., with a nominal value of PLN 100.00 each and total nominal value of PLN 7 330 thousand, constituting 100% of its share capital, for a total of PLN 25 029 thousand. On 23 August 2023 ENEA S.A. also signed an agreement to purchase 50 shares in PV Tykocin Sp. z o.o., with a nominal value of PLN 100.00 each and total nominal value of PLN 5 thousand, constituting 100% of its share capital, for a total of PLN 3 119 thousand.

22 – on 25 August 2023, at an Extraordinary General Meeting of ENEBIOGAZ 1 Sp. z o.o., a resolution was adopted regarding an increase in the share capital of ENEBIOGAZ 1 Sp. z o.o. by PLN 25 thousand, i.e. from PLN 5 thousand to PLN 30 thousand, through the issue of 500 new shares with a nominal value of PLN 50.00 each. ENEA Nowa Energia Sp. z o.o. acquired the newly-issued shares in the increased share capital of ENEBIOGAZ 1 Sp. z o.o. in exchange for a cash contribution. On 25 August 2023, at an Extraordinary General Meeting of ENEBIOGAZ 2 Sp. z o.o., a resolution was adopted regarding an increase in the share capital of ENEBIOGAZ 2 Sp. z o.o. by PLN 25 thousand, i.e. from PLN 5 thousand to PLN 30 thousand, through the issue of 500 new shares with a nominal value of PLN 50.00 each. ENEA Nowa Energia Sp. z o.o. acquired the newly-issued shares in the increased share capital of ENEBIOGAZ 2 Sp. z o.o. in exchange for a cash contribution.

23 – on 1 September 2023, at an Extraordinary General Meeting of ENEA Nowa Energia Sp. z o.o. a resolution was adopted to increase the share capital of ENEA Nowa Energia Sp. z o.o. by PLN 118 500 thousand, i.e. from PLN 52 648 thousand to PLN 171 148 thousand, through the issue of 2 370 000 new shares with a nominal value of PLN 50.00 each. ENEA S.A. acquired the newly-issued shares in the increased share capital of ENEA Nowa Energia Sp. z o.o. in exchange for a cash contribution. The share capital increase was registered at the National Court Register on 13 October 2023.

24 – on 7 September 2023 ENEA Nowa Energia Sp. z o.o. signed an agreement to purchase 200 shares in Farma Wiatrowa Bejsce Sp. z o.o., with a nominal value of PLN 50.00 each and total nominal value of PLN 10 thousand, constituting 100% of its share capital. On 7 September 2023, at an Extraordinary General Meeting of Farma Wiatrowa Bejsce Sp. z o.o., a resolution was adopted regarding an increase in the share capital of Farma Wiatrowa Bejsce Sp. z o.o. by PLN 7 733 thousand, i.e. from PLN 10 thousand to PLN 7 743 thousand, through the issue of 154 652 new shares with a nominal value of PLN 50.00 each. ENEA Nowa Energia Sp. z o.o. acquired the newly-issued shares in the increased share capital of Farma Wiatrowa Bejsce Sp. z o.o. in exchange for a cash contribution.

25 – on 20 September 2023 ENEA S.A. signed an agreement to purchase 50 shares in PAD RES Genowefa Sp. z o.o., with a nominal value of PLN 100.00 each and total nominal value of PLN 5 thousand, constituting 100% of its share capital, for a total of EUR 10 204 thousand.

26 – due to its immateriality, the company is not included in these condensed consolidated interim financial statements.

3. Management Board and Supervisory Board composition

Management Board

As at
30 September 2023
As at
31 December 2022
President of the Management Board Paweł Majewski Paweł Majewski
Member of the Management Board, responsible for finance Rafał Mucha Rafał Mucha
Member of the Management Board, responsible for sales Jakub Kowaleczko -
Member of the Management Board, responsible for corporate affairs Dariusz Szymczak Dariusz Szymczak
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

On 6 July 2023 the Company's Supervisory Board adopted a resolution to appoint Mr. Jakub Kowaleczko as of 17 July 2023 as Member of ENEA S.A.'s Management Board for Sales, for a joint term that began on the date of the Company's Ordinary General Meeting approving the 2021 financial statements.

On 21 November 2023, the Company's Supervisory Board adopted a resolution dismissing as of 30 November 2023 Management Board Member for Finance - Mr. Rafał Mucha - from the Management Board of ENEA S.A.

Supervisory Board

As at As at
30 September
2023
Appointment 31 December
2022
End of term /
resignation
Chairperson of the Supervisory Board Łukasz Ciołko Rafał Włodarski 4 January 2023
Deputy Chairperson
of the Supervisory Board
Roman Stryjski Roman Stryjski
Secretary of the Supervisory Board Mariusz Pliszka Mariusz Pliszka
Member of the Supervisory Board Mariusz Damasiewicz Łukasz Ciołko
Member of the Supervisory Board Aneta Kordowska Mariusz
Damasiewicz
Member of the Supervisory Board
Tomasz Lis
Aneta
Kordowska
Member of the Supervisory Board Paweł Łącki Tomasz Lis
Member of the Supervisory Board Mariusz Romańczuk Paweł Łącki
Member of the Supervisory Board Mariusz
Romańczuk
Member of the Supervisory Board Piotr Zborowski 4 July 2023

On 4 January 2023, the Company received Mr. Rafał Włodarski's resignation as member of ENEA S.A.'s Supervisory Board, including as Chairperson of the Company's Supervisory Board, effective from 4 January 2023.

On 13 March 2023 the Company's Extraordinary General Meeting adopted a resolution appointing Mrs. Aleksandra Agatowska as member of ENEA S.A.'s Supervisory Board, 11th term, effective from the same date.

On 13 March 2023 an Extraordinary General Meeting of ENEA S.A. appointed Mr. Łukasz Ciołko as Chairperson of ENEA S.A.'s Supervisory Board.

On 4 July 2023, the Company received Mr. Piotr Zborowski's resignation as Member of ENEA S.A.'s Supervisory Board, effective from 4 July 2023.

On 31 July 2023, the Company received Mrs. Aleksandra Agatowska's resignation as Member of ENEA S.A.'s Supervisory Board, effective from 31 July 2023.

4. Basis for preparing financial statements

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

The Parent's Management Board used its best knowledge as to the application of standards and interpretations as well as methods and rules for the measurement of items in ENEA Group's condensed consolidated interim financial statements in accordance with EU IFRS as at 30 September 2023. The presented tables and explanations are prepared

with due diligence. These condensed consolidated interim financial statements have not been reviewed by a statutory auditor. The accounting rules are applied consistently across all of the presented periods, except as indicated in note 5 on the change in the presentation of comparative figures.

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.

As of 30 September 2023, current liabilities in the consolidated statement of financial position exceed current assets. This is mainly due to the reclassification of PLN 2 000 000 thousand of bonds (Bond Issuance Program Agreement with PKO BP S.A., Bank Pekao S.A. and mBank S.A.) from non-current to current liabilities (maturing in June 2024). As regards managing liquidity risk, ENEA Group strives to ensure a stable availability of cash allowing it to meet its payment liabilities on time. Activities addressed in "ENEA Group's liquidity and liquidity risk management policy" also include securing the ability to effectively respond to liquidity crises, i.e. periods of increased demand for cash. As intended, the measures taken should enable the business to continue operating in the event of a liquidity crisis for the period necessary to activate the contingency funding plan. Moreover, on 27 January 2023 ENEA S.A. signed a financing agreement with a syndicate of banks consisting of: Polska Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, Bank Polska Kasa Opieki S.A., Alior Bank S.A. and Bank of China (Europe) S.A., branch in Poland. Under this agreement, the Company raised financing totalling up to PLN 2 500 000 thousand, including a term loan of up to PLN 1 500 000 thousand ("Loan A") and a revolving renewable loan of up to PLN 1 000 000 thousand ("Loan B"). Details are presented in note 17.

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 2022.

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 2022.

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.

Change in presentation of items in statement of comprehensive income

In preparing the most recent annual consolidated financial statements, for the year ended 31 December 2022, the Group changed the presentation in the statement of comprehensive income of the valuation and realisation of foreign exchange forward transactions that are not used in hedge accounting. The results from the measurement and execution of these transactions, hitherto presented as operating income or expenses, are presented outside of operations.

The Group therefore restated the comparative figures in these condensed consolidated interim financial statements. The following table presents the impact of this change.

For
the
nine-month
period
ended
30
September
2022
For
the
three-month
period
ended
30
September
2022
Approved
data
Impact
of
change
in
presentation
of
forward
transaction
measurement
Restated
data
Approved
data
Impact
of
change
in
presentation
of
forward
transaction
measurement
Restated
data
Revenue
from
sales
22
761
958
- 22
761
958
8
031
526
- 8
031
526
Excise
duty
Net
revenue
from
sales
(39
415)
22
722
543
-
-
(39
415)
22
722
543
(12
910)
8
018
616
-
-
(12
910)
8
018
616
Revenue
from
operating
leases
and
subleases
9
344
- 9
344
2
210
- 2
210
Revenue
from
sales
and
other
income
22
731
887
- 22
731
887
8
020
826
- 8
020
826
Other
operating
revenue
Use
of
materials
and
raw
materials
and
value
of
goods
sold
Other
items
221
891
(6
510
217)
(15
333
005)
(50
957)
(170
076)
-
170 934
(6
680
293)
(15
333
005)
93
810
(2
403
602)
(5
664
881)
(11
792)
(66
583)
-
82
018
(2
470
185)
(5
664
881)
Operating
profit
1
110
556
(221
033)
889 523 46 153 (78
375)
(32
222)
Gains
on
currency
derivative
instruments
not
used
in
hedge
accounting
- 221 033 221 033 - 78 375 78 375
Other
items
(10
330)
- (10
330)
(915) - (915)
Profit
before
tax
1
100
226
- 1
100
226
45 238 - 45 238
Income
tax
(193
429)
- (193
429)
231 - 231
Net
profit
for
the
reporting
period
906 797 - 906 797 45 469 - 45 469
Net
other
comprehensive
income
261
112
- 261
112
(26
408)
- (26
408)
Comprehensive
income
for
the
reporting
period
1
167
909
- 1
167
909
19 061 - 19 061
Including
net
profit:
attributable
to
shareholders
of
the
Parent
attributable
to
non-controlling
interests
788 787
118
010
-
-
788 787
118
010
49 732
(4
263)
-
-
49 732
(4
263)
Including
comprehensive
income:
attributable
to
shareholders
of
the
Parent
attributable
to
non-controlling
interests
1
046
947
120
962
-
-
1
046
947
120
962
23 324
(4
263)
-
-
23 324
(4
263)

6. Functional currency and presentation currency

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

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

Operating segments

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

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

In analysing segment results, the Parent's Management Board especially focuses on EBITDA. EBITDA is defined as operating profit (calculated as profit before tax adjusted for the share of results of associates and jointly controlled entities, impairment losses on financial assets measured at amortised cost, impairment losses on investments in jointly controlled entities, (losses)/gains on currency derivatives not used in hedge accounting, financial income, dividend income and finance costs) plus depreciation and amortisation and impairment losses on non-financial fixed 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 the presentation of comparative data, 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.

Segment results for the period from 1 January to 30 September 2023 are as follows:

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
Inter-segment
sales
12
446
889
3
210
692
3
628
028
37
587
16
381
969
2
899
236
311
034
2
369
714
113
044
372
407

(8
889
636)
32
880
964
Total
net
revenue
from
sales
15
657
581
3
665
615
19
281
205
2
680
748
485
451
(8
889
636)
32
880
964
Compensations
Revenue
from
operating
leases
and
subleases
2
688
185
322
048

733

8
127

2
955

(224)
3
010
233
11
591
Revenue
from
sales
and
other
income
18
345
766
3
987
663
19
281
938
2
688
875
488
406
(8
889
860)
35
902
788
Total
costs
(18
414
600)
(3
226
101)
(17
893
579)
(3
089
706)
(428
572)
8
678
875
(34
373
683)
Segment
result
(68
834)
761
562
1
388
359
(400
831)
59
834
(210
985)
1
529
105
Depreciation/amortisation
Reversal
/
(recognition)
of
impairment
loss
on
non-financial
non-current
assets
(1
594)
(547
567)
(352
724)
1
134
(285
908)
(789
218)
(55
183)
Segment
result
-
EBITDA
(67
240)
1
309
129
1
739
949
674
295
115
017
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
(0.4%) 32.8% 9.0% 25.1% 23.5% (102
834)
Operating
profit
1
426
271
Finance
costs
Finance
income
(377
841)
148
536
Losses
on
currency
derivative
instruments
not
used
in
hedge
accounting
(423
127)
Dividend
income
93
Share
of
results
of
associates
and
jointly
controlled
entities
Impairment
of
investments
in
associates
and
jointly
controlled
entities
5
901
(4
321)
Gross
profit
775
512
Income
tax
(113
202)
Net
profit
662
310
Share
of
profit
attributable
to
non-controlling
interests
103
872

Segment results for the period from 1 July to 30 September 2023 are as follows:

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
Inter-segment
sales
4
232
152
509
833
1
203
362
9
412
5
412
513
1
144
446
95
974
765
054
38
093
127
891

(2
556
636)
10
982
094
Total
net
revenue
from
sales
4
741
985
1
212
774
6
556
959
861
028
165
984
(2
556
636)
10
982
094
Compensations
Revenue
from
operating
leases
and
subleases
795
852
99
441

248

2
800

845

(75)
895
293
3
818
Revenue
from
sales
and
other
income
5
537
837
1
312
215
6
557
207
863
828
166
829
(2
556
711)
11
881
205
Total
costs
(5
676
674)
(1
050
629)
(6
005
607)
(811
010)
(149
629)
2
555
683
(11
137
866)
Segment
result
(138
837)
261
586
551
600
52
818
17
200
(1
028)
743
339
Depreciation/amortisation
Reversal
of
impairment
losses
on
non-financial
non-current
assets
(519)
(188
145)
(120
991)
(102
640)
4
225
(18
542)
Segment
result
-
EBITDA
(138
318)
449
731
672
591
151
233
35
742
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
(2.5%) 34.3% 10.3% 17.5% 21.4% (40
695)
Operating
profit
702
644
Finance
costs
Finance
income
(110
856)
71
629
Gains
on
currency
derivative
instruments
not
used
in
hedge
accounting
234
473
Share
of
results
of
associates
and
jointly
controlled
entities
1
187
Gross
profit
Income
tax
899
077
(182
618)
Net
profit
716
459
Share
of
profit
attributable
to
non-controlling
interests
13
769

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

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

(3
887
543)
22
722
543
Total
net
revenue
from
sales
10
106
239
2
676
850
11
359
899
2
024
217
442
881
(3
887
543)
22
722
543
Revenue
from
operating
leases
and
subleases
697 5
867
2
859
(79) 9
344
Revenue
from
sales
and
other
income
10
106
239
2
676
850
11
360
596
2
030
084
445
740
(3
887
622)
22
731
887
Total
costs
(10
036
183)
(2
227
845)
(11
410
195)
(1
633
140)
(386
817)
3
920
623
(21
773
557)
Segment
result
70
056
449
005
(49
599)
396
944
58
923
33
001
958 330
Depreciation/amortisation
Reversal
/
(recognition)
of
impairment
loss
on
non-financial
non-current
assets
(2
014)
(532
768)
(332
673)
1
737
(274
361)
(4
491)
(55
974)
Segment
result
-
EBITDA
72 070 981
773
281 337 675
796
114
897
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
0.7% 36.7% 2.5% 33.3% 25.8% (68
807)
Operating
profit
Finance
costs
Finance
income
889 523
(222
680)
156
953
Gains
on
currency
derivative
instruments
not
used
in
hedge
accounting
221 033
Dividend
income
Impairment
of
financial
assets
at
amortised
cost
Share
of
results
of
associates
and
jointly
controlled
entities
1
163
(10
962)
65 196
Gross
profit
1
100
226
Income
tax
(193
429)
Net
profit
906 797
Share
of
profit
attributable
to
non-controlling
interests
118
010

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

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

(1
072
413)
8
018
616
Total
net
revenue
from
sales
3
506
252
886
451
3
959
831
565
812
172
683
(1
072
413)
8
018
616
Revenue
from
operating
leases
and
subleases
260 1
941
59 (50) 2
210
Revenue
from
sales
and
other
income
3
506
252
886
451
3
960
091
567
753
172
742
(1
072
463)
8
020
826
Total
costs
(3
258
603)
(723
779)
(4
463
056)
(598
302)
(137
601)
1
153
821
(8
027
520)
Segment
result
247 649 162
672
(502
965)
(30
549)
35
141
81
358
(6
694)
Depreciation/amortisation
Impairment
losses
on
non-financial
non-current
assets
(670)
(185
219)
(111
543)
(99
879)
(177)
(19
083)
Segment
result
-
EBITDA
248 319 347
891
(391
422)
69
507
54
224
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
7.1% 39.2% (9.9%) 12.2% 31.4% (25
528)
Operating
profit
(32
222)
Finance
costs
Finance
income
(80
041)
69
656
Gains
on
currency
derivative
instruments
not
used
in
hedge
accounting
78 375
Impairment
of
financial
assets
at
amortised
cost
(3
829)
Share
of
results
of
associates
and
jointly
controlled
entities
13 299
Gross
profit
45
238
Income
tax
231
Net
profit
45 469
Share
of
profit
attributable
to
non-controlling
interests
(4
263)

Other information concerning segments as at 30 September 2023 and for the nine-month period ended on that date is as follows:

Trade Distribution Generation Mining Other
activity
Exclusions Total
Property,
plant
and
equipment
14
337
11
713
086
5
987
015
2
750
565
360
886
(645
817)
20
180
072
Trade
and
other
receivables
3
956
206
618
971
4
518
981
472
854
224
969
(3
873
006)
5
918
975
Costs
related
to
the
conclusion
of
agreements
22
247
22
247
Assets
arising
from
contracts
with
customers
357
088
288
636
2
181
1
602
(16
033)
633
474
Total 4
349
878
12
620
693
10
508
177
3
223
419
587
457
(4
534
856)
26
754
768
ASSETS
excluded
from
segments
-
including
property,
plant
and
equipment
-
including
trade
and
other
receivables
11
526
748
25
339
8
639
TOTAL
ASSETS
38
281
516
Trade
and
other
payables
1
038
988
735
566
1
513
907
399
913
128
368
(651
604)
3
165
138
Liabilities
arising
from
contracts
with
customers
3
313
215
494
315
1
010
594 20 (3
237
435)
571
719
Total 4
352
203
1
229
881
1
514
917
400
507
128
388
(3
889
039)
3
736
857
Equity
and
liabilities
excluded
from
segments
-
including
trade
and
other
payables
34
544
659
136
451
TOTAL
EQUITY
AND
LIABILITIES
38
281
516
for
the
9-month
period
ending
30
September
2023
Investment
expenditures
on
property,
plant
and
equipment
and
intangible
assets
Investment
expenditures
on
property,
plant
and
equipment
6 1
162
480
398
214
550
927
59
651
(72
913)
2
098
365
and
intangible
assets
excluded
from
segments
Depreciation/amortisation
Amortisation
excluded
from
segments
1
594
547
567
352
724
285
908
55
183
(19
453)

1
223
523
1
978
Recognition/(reversal/use)
of
impairment
losses
on
receivables
8
350
2
180
(380) (975) (215) 8
960
(Reversal)
/
recognition
of
impairment
losses
on
non-financial
non-current
assets
(1
134)
789
218
788
084

Other information concerning segments as at 31 December 2022 and for the nine-month period ended on 30 September 2022 is as follows:

Trade Distribution Generation Mining Other
activity
Exclusions Total
Property,
plant
and
equipment
14
662
11
060
021
5
970
151
3
325
252
364
887
(592
243)
20
142
730
Trade
and
other
receivables
3
698
292
387
543
1
716
479
211
920
215
888
(959
712)
5
270
410
Costs
related
to
the
conclusion
of
agreements
19
976
19
976
Assets
arising
from
contracts
with
customers
331
002
313
195
1
443
8
833
(30
573)
623
900
Total 4
063
932
11
760
759
7
688
073
3
537
172
589
608
(1
582
528)
26
057
016
ASSETS
excluded
from
segments
11
377
956
-
including
property,
plant
and
equipment
11
404
-
including
trade
and
other
receivables
2
186
TOTAL
ASSETS
37
434
972
Trade
and
other
payables
561
770
577
575
2
190
098
301
712
367
427
(541
621)
3
456
961
Liabilities
arising
from
contracts
with
customers
494
199
316
700
797 392 988 (448
664)
364
412
Total 1
055
969
894
275
2
190
895
302
104
368
415
(990
285)
3
821
373
Equity
and
liabilities
excluded
from
segments
33
613
599
-
including
trade
and
other
payables
1
740
880
TOTAL
EQUITY
AND
LIABILITIES
37
434
972
for
the
9-month
period
ending
30
September
2022
Investment
expenditures
on
property,
plant
and
equipment
218 990
031
275
908
408
270
30
843
(32
696)
1
672
574
and
intangible
assets
Investment
expenditures
on
property,
plant
and
equipment
and
intangible
assets
excluded
from
segments
Depreciation/amortisation 2
014
532
768
332
673
274
361
55
974
(18
414)
1
179
376
Amortisation
excluded
from
segments
2
309
Recognition/(reversal/use)
of
impairment
losses
on
receivables
(6
671)
(1
532)
(808) 118 (160) (9
053)
(Reversal)
/
recognition
of
impairment
losses
on
non-financial
non-current
assets
(1
737)
4
491
2
754

Explanatory notes to the consolidated statement of comprehensive income

7. Revenue from sales

Net revenue from sales

For the nine-month period ended
30 September 2023
30 September 2022
Revenue from the sale of electricity 27 551 879 18 086 887
Revenue from the sale of distribution services 3 452 317 2 465 565
Revenue from connection fees 102 689 62 038
Revenue from the sale of goods and materials 137 856 155 555
Revenue from the sale of other products and services 129 859 156 489
Revenue from origin certificates 14 987 438
Revenue from the sale of industrial heat 406 675 326 912
Revenue from the sale of coal 278 802 538 834
Revenue from the sale of gas 92 131 253 827
Revenue from Capacity Market 713 769 675 998
Total net revenue from sales 32 880 964 22 722 543

The Group mainly classifies revenue by type of product/service. The main revenue groups are revenues from the sale of electricity (Trading and Generation segments), revenues from the sale of distribution services (Distribution segment), revenues from the Power Market (Generation segment), revenues from the sale of coal (Mining segment), revenues from the sale of thermal energy (Generation segment) and revenues from the sale of gas (Trade segment). Revenues from the sale of products and services primarily comprise revenues relating to the maintenance and upgrading of road lighting equipment.

Sale of electricity: The Group recognises revenue at the end of each billing period that arises from sales contracts, according to the amount of electricity delivered to the customer during the billing period. The Group recognises revenue over a period of time and uses the simplification of revenue recognition under invoicing as it reflects the degree of performance obligation at the reporting date. 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. The volume of revenue from the sale of electricity distribution services is based on documented sales, plus the re-estimation of uninvoiced sales of electricity distribution services in the period and minus the re-estimation of those sales from the previous period. Estimation of sales is made at the end of each month. Revenue for distribution services is recognised at the time the service is provided, based on the readings of the metering and billing systems, taking into account the re-estimation of consumption.

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

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

For the nine-month period ended
30 September 2023 30 September 2022
Revenue from continuous services 32 216 771 21 809 189
Revenue from services provided at specified time 664 193 913 354
Total 32 880 964 22 722 543

Compensations

Pursuant to the provisions of the Act of 7 October 2022 on special solutions for the protection of electricity consumers in 2023 in connection with the situation on the electricity market and the Act of 27 October 2022 on emergency measures to reduce the level of electricity prices and support for certain consumers in 2023, the eligible entity is entitled to compensation.

The Group recognised compensation revenue of PLN 3 010 233 thousand in the consolidated statement of comprehensive income between 1 January and 30 September 2023.

ENEA S.A. recognised compensation revenue in the 9-month period ended 30 September 2023 amounting to PLN 2 688 185 thousand, of which:

  • PLN 1 652 173 thousand due to the application of settlements with eligible customers in accordance with the provisions of the Act of 7 October 2022 on special solutions for the protection of electricity consumers in 2023 in connection with the situation on the electricity market;
  • PLN 1 036 012 thousand for the application of the maximum price in accordance with the provisions of the Act of 27 October 2022. on emergency measures to limit the level of electricity prices and support for certain consumers in 2023.

The Financial compensations constitute the Company's revenue and are recognised under the line Compensations.

In the 9-month period ended 30 September 2023, in accordance with the deadlines under the aforementioned laws, the Company submitted the relevant applications to Zarządca Rozliczeń S.A. for compensation payments for the period up to August 2023. Applications for September 2023 were filed on 20 and 25 October 2023 - the amount of compensation for September 2023 is included in the Company's revenue on an estimated basis and does not differ from that in the application. In addition, the Company recognised an estimate of PLN 30 384 thousand in compensation income due to an increase in the statutory limits entitling the Company to use a frozen price at the 2022 price level in settlements with customers.

In the 9-month period ending 30 September 2023, ENEA S.A. received PLN 1 766 975 thousand out of the PLN 2 688 185 thousand in compensation recognised in the statement of comprehensive income. The remaining amount of PLN 921 210 thousand was due to be paid to the Company, as of 30 September 2023. Further, in accordance with art. 14 of the Act of 7 October 2022 on special solutions for the protection of electricity consumers in 2023 in connection with the situation on the electricity market and art. 9 of the act of 27 October 2022 on emergency measures to limit the level of electricity prices and support certain consumers in 2023, the Company received advance payments for the months of December 2022, January and February 2023 totalling PLN 1 001 162 thousand. In the statement of financial position, the difference between the advances received and the compensation due of PLN 79 952 thousand was recognised in trade and other payables.

Pursuant to the Act of 7 October 2022 on special solutions for the protection of electricity consumers in 2023 in connection with the situation on the electricity market, ENEA Operator Sp. z o.o. has received compensation for the use of electricity prices referred to in art. 7 sec. 1 of the Act. The compensation constitutes the difference between the charges billed for electricity distribution services resulting from the 2023 tariff rates for electricity distribution services and the charges billed for electricity distribution services resulting from the 2022 tariff rates for electricity distribution services, up to the maximum limit referred to in the Act. In the 9-month period ending 30 September 2023, ENEA Operator Sp. z o.o. received PLN 310 136 thousand out of the PLN 322 048 thousand of compensation recognised in its statement of comprehensive income (amount of compensation from Zarządca Rozliczeń PLN 363 428 thousand, less fees of PLN 41 380 thousand). The remaining amount of PLN 53 292 thousand was due to be paid to the Company, as of 30 September 2023. Further, in accordance with art. 14 of the Act of 7 October 2022 on special solutions for the protection of electricity consumers in 2023 in connection with the situation on the electricity market, the Company received advance payments for January and February 2023 totalling PLN 113 318 thousand. In the statement of financial position, the difference between the advances received and the compensation due of PLN 60 026 thousand was recognised in trade and other payables.

8. Tax

Deferred income tax

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

As at
30 September 2023 31 December 2022
Net deferred income tax assets at the beginning of period, including: 778 853 921 483
- deferred income tax assets at the beginning of period 1 315 108 1 400 872
- deferred income tax provision at the beginning of period 536 255 479 389
(Charge)/addition to profit or loss 977 743 (122 832)
(Charge)/addition to other comprehensive income 44 371 (19 798)
Net deferred income tax assets at the end of period, including: 1 800 967 778 853
- deferred income tax assets at the end of period 2 348 345 1 315 108
- deferred income tax provision at the end of period 547 378 536 255

In the 9-month period ended 30 September 2023, the Group's profit before tax was increased as a result of an increase in net deferred income tax assets by PLN 977 743 (in the 9-month period ended 30 September 2022 the increase to the Group's profit before tax as a result of an increase in net deferred income tax assets amounted to PLN 482 943 thousand).

Explanatory notes to the consolidated statement of financial position

9. Property, plant and equipment

In the 9-month period ending 30 September 2023, the Group purchased property, plant and equipment items for a total of PLN 1 957 657 thousand (in the 9-month period ending 30 September 2022: PLN 1 655 203 thousand). These amounts mainly concern the generation segment (PLN 265 932 thousand), mining (PLN 550 247 thousand) and distribution (PLN 1 103 081 thousand).

In the 9-month period ending 30 September 2023, the Group sold and liquidated property, plant and equipment items with total net book value of PLN 64 226 thousand (in the 9 months ended 30 September 2022: PLN 42 811 thousand).

In the 9-month period ended 30 September 2023, impairment losses on property, plant and equipment increased by PLN 781 456 thousand on a net basis (in the 9-month period ended 30 September 2022 impairment of property, plant and equipment increased by PLN 2 091 thousand on a net basis).

As at 30 September 2023, total impairment of property, plant and equipment amounted to PLN 5 697 696 thousand (as at 31 December 2022: PLN 4 916 240 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 1 671 883 thousand as at 30 September 2023 (as at 31 December 2022: PLN 1 517 043 thousand).

The Group estimated the fair value of CGU Mining (LWB). The Group recognised an impairment loss on non-financial noncurrent assets in the Mining segment in the amount of PLN 748 815 thousand in these condensed consolidated interim financial statements. Depreciation was also adjusted by PLN 12 662 thousand (decrease of depreciation). Details are presented in note 29.

10. Intangible assets

In the 9-month period ending 30 September 2023, the Group purchased intangible assets worth PLN 140 708 thousand (in the 9-month period ended 30 September 2022 the Group purchased intangible assets worth PLN 17 371 thousand).

In the 9-month period ending 30 September 2023, the Group did not conduct significant sales or liquidations of intangible assets (in the 9-month period ended 30 September 2022 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 345 180 thousand as at 30 September 2023 (as at 31 December 2022: PLN 76 517 thousand).

Purchase of PAD RES Genowefa Sp. z o.o.

On 20 September 2023, ENEA S.A. signed an agreement to purchase 50 shares in PAD RES Genowefa Sp. z o.o., with a nominal value of PLN 100.00 each and total nominal value of PLN 5 thousand, constituting 100% of its share capital, for a total of EUR 10 204 thousand. In these condensed interim consolidated financial statements, the Group made an initial recognition on a preliminary basis. The excess of the purchase price of PLN 47 835 thousand over the net asset value of the acquired company PLN (10 936) thousand, i.e. PLN 58 771 thousand was recognised as goodwill in intangible assets. The results of the final recognition of the company's acquisition and the purchase price allocation process will be included in the consolidated financial statements of ENEA Group for the financial year ending 31 December 2023.

11. Investments in associates and jointly controlled entities

As
at
30
September
2023
Elektrownia
Ostrołęka
Sp.
z
o.o.
Polimex
-
Mostostal
S.A.
Elektrownia
Wiatrowa
Baltica-4
Sp.
z
o.o.
Elektrownia
Wiatrowa
Baltica-5
Sp.
z
o.o.
Elektrownia
Wiatrowa
Baltica-6
Sp.
z
o.o.
Total
Stake 50.00% 16.19% 33.81% 33.81% 33.76%
Current
assets
26 724 1
600
477
95 125 152 1
627
573
Non-current
assets
76 102 723
048
- 9 344 - 808
494
Total
assets
102 826 2
323
525
95 9 469 152 2
436
067
Current
liabilities
25 818 1 074 097 1 292 10 662 66 1
111
935
Non-current
liabilities
- 263 383 - - - 263
383
Total
liabilities
25 818 1 337 480 1 292 10
662
66 1
375
318
Net
assets
77 008 986 045 (1
197)
(1 193) 86 1 060
749
Share
in
net
assets
- 159 641 - - 29 159
670
Goodwill 7
080
15 954 - - 216 23
250
Impairment
of
goodwill
(7
080)
- - - - (7 080)
Elimination
of
unrealised
gains/losses
- (5
659)
- - - (5
659)
Book
value
of
equity-accounted
investments
at
30
September
2023
- 169 936 - - 245 170
181

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

The Group made a consolidation adjustment concerning margins on sales in transactions between the Group and Polimex - Mostostal S.A. by PLN 5 659 thousand.

Despite the positive value of the share in the net assets of Elektrownia Ostrołęka Sp. z o.o., the Group, in accordance with the prudent valuation principle, recognised the shares in this company at zero value in the consolidated statement of financial position.

As
at
31
December
2022
Elektrownia
Ostrołęka
Sp.
z
o.o.
Polimex
-
Mostostal
S.A.
Elektrownia
Wiatrowa
Baltica
4
Sp.
z
o.o.
Elektrownia
Wiatrowa
Baltica-5
Sp.
z
o.o.
Elektrownia
Wiatrowa
Baltica-6
Sp.
z
o.o.
Total
Stake 50.00% 16.26% 33.81% 33.81% 33.76%
Current
assets
115
613
2
149
231
355 430 512 2
266
141
Non-current
assets
77
440
675
478
- - - 752
918
Total
assets
193
053
2
824
709
355 430 512 3
019
059
Current
liabilities
521
412
1
620
793
1 201 1 214 81 2
144
701
Non-current
liabilities
- 262
044
- - - 262
044
Total
liabilities
521
412
1
882
837
1 201 1 214 81 2
406
745
Net
assets
(328
359)
941
872
(846) (784) 431 612
314
Share
in
net
assets
- 153
148
(286) (265) 146 152
743
Goodwill 7
080
15
954
302 268 216 23
820
Impairment
of
goodwill
(7
080)
- - - - (7
080)
Elimination
of
unrealised
gains/losses
- (6
166)
- - - (6
166)
Book
value
of
equity-accounted
investments
at
31
December
2022
- 162
936
16 3 362 163 317

Change in investments in subsidiaries, associates and jointly controlled entities

As at
30 September 2023 31 December 2022
As at the beginning of period 163 317 137 881
Change in the change in net assets 5 901 24 970
Purchase of investments 1 357 1 123
Sale of investments (394) (657)
As at the reporting date 170 181 163 317

Implementation of project to build Elektrownia Ostrołęka C

At 30 September 2023, ENEA S.A. held 9 124 821 shares of Elektrownia Ostrołęka Sp. z o.o., with a nominal value of PLN 50.00 each and total nominal value of PLN 456 241 thousand.

On 23 December 2022, ENEA S.A. and ENERGA S.A. executed with Elektrownia Ostrołęka Sp. z o.o. Annex 6 to the PLN 340 million loan agreement of 23 December 2019 and Annex 11 to the PLN 58 million loan agreement of 17 July 2019. Under the provisions of Annex 6, the deadline for the one-off repayment by Elektrownia Ostrołęka Sp. z o.o. of the loan of up to PLN 340 000 thousand of 23 December 2019, together with the interest due, was extended to 28 February 2023, with the parties assuming that a partial repayment of the principal from the loan agreement to each of the lenders would be made on 11 January 2023. Pursuant to the provisions of Annex 11, the deadline for the one-off repayment by Elektrownia Ostrołęka Sp. z o.o. of the loan of up to PLN 58 000 thousand of 17 July 2019 along with the interest due was prolonged to 11 January 2023.

On 28 February 2023, ENEA S.A. and ENERGA S.A. executed with Elektrownia Ostrołęka Sp. z o.o. Annex 7 to loan agreement of up to PLN 340 000 thousand of 23 December 2019 Pursuant to the provisions of Annex 7, the deadline for the one-off repayment by Elektrownia Ostrołęka Sp. z o.o. of the loan along with the interest due was prolonged to 28 April 2023.

On 27 April 2023, an Extraordinary General Meeting of Elektrownia Ostrołęka Sp. z o.o. decided to increase the company's share capital by PLN 100 to PLN 912 482 200, by issuing 2 new shares with a nominal value of PLN 50.00 each and issue price of PLN 202 657 thousand each. The existing shareholders, i.e. ENEA S.A. and ENERGA S.A., each acquired 1 of the new issue shares with a nominal value of PLN 50; ENEA S.A. purchased on 27 April 2023 1 of the new issue shares in exchange for a cash contribution of PLN 202 657 thousand. Subsequently, effective from 28 April 2023, a receivables set-off agreement was signed by ENEA S.A. and Elektrownia Ostrołęka Sp. z o.o., i.e. the receivables of ENEA S.A. towards Elektrownia Ostrołęka Sp. z o.o. for a loan granted under the loan agreement concluded in December 2019 with a value of PLN 170 000 thousand (as amended) plus accrued interest with a total receivable value of PLN 202 657 thousand, and Elektrownia Ostrołęka Sp. z o.o.'s receivables from ENEA S.A. in respect of its obligation to cover 1 share with a cash contribution of PLN 202 657 thousand in the increased share capital of the company. Pursuant to the aforementioned set-off agreement, the above-mentioned receivables cancelled each other in full and thus the loan agreement of 23 December 2019 (as amended) expired on 28 April 2023. In the statement of comprehensive income, the existing impairment losses on the loan were offset against the impairment loss on the newly acquired shareholding of Elektrownia Ostrołęka Sp. z o.o.

12. Inventories

Inventories

As at
30 September 2023 31 December 2022
Materials 1 730 009 1 829 702
Semi-finished products and production in progress 4 103 798
Finished products 11 789 10 948
Energy origin certificates 182 104 157 443
Goods 21 207 22 933
Gross value of inventory 1 949 212 2 021 824
Impairment of inventory (34 135) (41 974)
Net value of inventory 1 915 077 1 979 850

In the 9-month period ended 30 September 2023, impairment of inventory decreased by PLN 7 839 thousand on a net basis (in the 9-month period ended 30 September 2022 impairment of inventory increased by PLN 1 195 thousand).

13. Energy origin certificates

Energy origin certificates

As at
30 September 2023 31 December 2022
Net value at the beginning of period 147 910 416 137
Internal manufacture 275 371 337 899
Purchase 47 568 217 519
Depreciation (290 036) (819 740)
Sale (8 034) -
Change in impairment 7 758 (3 905)
Net value at the reporting date 180 537 147 910

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 2022 412 908 460 336
Change in non-invoices receivables 211 112 -
Revenue recognised in a period that was taken into account
in the opening balance for liabilities arising from contracts
with customers
- (98 199)
Increase due to advance payments received from customers - 2 434
Liabilities resulting from sales adjustments - (159)
Impairment (120) -
As at 31 December 2022 623 900 364 412
Change in non-invoices receivables
Revenue recognised in a period that was taken into account
9 585 -
in the opening balance for liabilities arising from contracts
with customers
- (2 040)
Increase due to advance payments received from customers - 179 091
Liabilities resulting from sales adjustments - 30 256
Impairment (11) -
As at 30 September 2023 633 474 571 719

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

15. Restricted cash

As at 30 September 2023, the Group's restricted cash amounted to PLN 1 345 233 thousand (as at 31 December 2022: PLN 511 540 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 12 June 2023 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 2022 to 31 December 2022, pursuant to which PLN 2 448 024 thousand was allocated to supplementary capital.

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.

17. Debt-related liabilities

Credit facilities, loans and debt securities

As at
30 September 2023 31 December 2022
Bank credit 2 727 885 1 279 820
Loans 16 677 25 015
Bonds 627 174 2 782 472
Long-term 3 371 736 4 087 307
Bank credit 223 301 555 614
Loans 10 808 12 820
Bonds 2 200 673 181 839
Short-term 2 434 782 750 273
Total 5 806 518 4 837 580

In the 9-month period ended 30 September 2023, the book value of credit facilities, loans and debt securities increased by PLN 968 938 thousand on a net basis (9-month period ended 30 September 2022: down by PLN 2 037 169 thousand).

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

Credit facilities and loans

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

No. Company Lender Contract date Total
contract
amount
Debt at 30
September
2023
Debt at 31
December
2022
Interest Contract
period
1. ENEA S.A. EIB 18 October 2012 (A)
and 19 June 2013
(B)
1 425 000 692 283 762 717 Fixed interest
rate
or
WIBOR 6M
+ margin
17 June 2030
2. ENEA S.A. EIB 29 May 2015 (C) 946 000 658 667 722 500 Fixed interest
rate
or
WIBOR 6M
+ margin
15 September
2032
3. ENEA S.A. Bank Pekao S.A.,
Alior Bank S.A.,
Bank of China
S.A.,
PKO BP S.A.,
BGK
27 January 2023 2 500 000 1 500 000 - WIBOR 6M +
margin
27 January
2028
4. ENEA S.A. PKO BP S.A. 28 January
2014,
Annex 3 of
28 December
2022
500 000 - 243 636 WIBOR 1M
+ margin
31 December
2024
5. ENEA S.A. Pekao S.A. 28 January
2014,
Annex 3 of 28
December 2022
150 000 - 92 920 WIBOR 1M
+ margin
31 December
2024
6. ENEA S.A. PKO BP S.A. 3 October 2022
Annex 2 of 28 June
2023
500 000 - - WIBOR 1M +
margin for
PLN or
EURIBOR
1M+margin
for EUR
31 December
2023
7. ENEA S.A. Pekao S.A. 21 October 2022 750 000 - - EURIBOR
1M+margin
21 October
2023
8. ENEA Ciepło
Sp. z o.o.
National Fund
for Environmental
Protection
and Water
Management
22 December
2015
60 075 22 531 28 036 WIBOR 3M,
no less than
2%
20 December
2026

9. Pad Res
Genowefa
Sp. z o.o.
Bank syndicate:
BNP Paribas
Bank Polska and
Santander Bank
Polska S.A.
26 May 2022 133 928 87 619
2 471
-
-
WIBOR 3M
+margin
(term loan)
WIBOR 1M
+margin
(VAT working
capital loan)
31 October
2023
26 May 2024
10. Other - - - 4 954 9 869 - -
TOTAL 6 965 003 2 968 525 1 859 678
Transaction costs
and effect of
measurement using
effective interest
rate
10 146 13 591
TOTAL 6 965 003 2 978 671 1 873 269

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

ENEA S.A.

On 27 January 2023, ENEA S.A. signed a financing agreement with a syndicate of banks consisting of: Polska Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, Bank Polska Kasa Opieki S.A., Alior Bank S.A. and Bank of China (Europe) S.A., branch in Poland. Under this agreement, the Company raised financing totalling up to PLN 2 500 000 thousand, including a term loan of up to PLN 1 500 000 thousand ("Loan A") and a revolving renewable loan of up to PLN 1 000 000 thousand ("Loan B"). The maturity period is 5 years, with an option to roll over for a further 2 years. This is a financing agreement linked to sustainable development. Under the terms of the agreement, the Company may use the funds made available under Loan A to finance and refinance ENEA Group's capital expenditure incurred in connection with the construction, expansion, modernisation or maintenance of the distribution network and the acquisition, development, expansion, financing, construction, modernisation, maintenance or commissioning of any renewable energy sources. Loan B may be used by the Company to finance the day-to-day operations and working capital of ENEA Group, excluding: the financing of the construction, acquisition and expansion of hard coal-fired power plants, as well as other activities related to hard coal, including: hard coal mining, hard coal trading and the refinancing of any financial indebtedness or expenditure incurred for such purpose. Following the Company's fulfilment of all conditions precedent, Loan A and Loan B were disbursed on 3 February 2023. The financing is based on a variable interest rate, plus a margin (determined by the level of the net debt/EBITDA ratio). In addition, the interest rate for Loan A depends on sustainability indicators, i.e. the CO2 reduction rate and the rate of increasing the share of renewable energy sources in the generation structure of ENEA Group.

ENEA Ciepło Sp. z o.o.

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

The total loan-related debt of ENEA Ciepło Sp. z o.o. as at 30 September 2023 amounted to PLN 22 531 thousand (at 31 December 2022: PLN 28 036 thousand).

Bond issue programs

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

No. Bond issue
program name
Program
start date
Program
amount
Value of outstanding
bonds
as at 30 September
2023
Value of outstanding
bonds
as at 31 December
2022
Interest Buy-back deadline
1. Bond issue program
agreement with BGK
15 May 2014 1 000 000 480 000 560 000 WIBOR 6M
+ margin
Buy-back
in tranches, last
tranche due
in December 2026
2. 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
Buy-back
in June 2024
3. Bond issue program
agreement with BGK
3 December
2015
700 000 304 448 380 558 WIBOR 6M
+ margin
Buy-back
in tranches, last
tranche due
in September 2027
Total 6 700 000 2 784 448 2 940 558
Transaction costs and
effect of measurement
using effective interest rate
43 399 23 753
Total 6 700 000 2 827 847 2 964 311

In the 9-month period ended on 30 September 2023, ENEA S.A. did not execute new bond issue program agreements.

Interest rate hedges and currency hedges

In the 9-month period ending 30 September 2023, ENEA S.A. did not execute interest rate swaps. The total bond and credit exposure hedged with IRS transactions as at 30 September 2023 amounted to PLN 2 971 647 thousand. Moreover, ENEA S.A. has fixed-rate credit agreements totalling PLN 392 547 thousand. These transactions have material impact on the predictability of expense flows and finance costs. The Company presents the measurement of these instruments in the item: Financial assets measured at fair value. Derivative instruments are treated as cash flow hedges, which is why they are recognised and accounted for using hedge accounting rules.

As at 30 September 2023, financial assets at fair value concerning IRSs amounted to PLN 110 801 thousand (31 December 2022: PLN 252 902 thousand).

In the 9-month period ending 30 September 2023, the Company did not execute FX forward transactions. The measurement of this instrument as at 30 September 2023 was PLN 0 (PLN 0 thousand as at 31 December 2022).

During the nine-month period ended 30 September 2023, ENEA Nowa Energia Sp. z o.o. entered into one FX forward hedging transaction for EUR 6 242 thousand. The measurement of this instrument as at 30 September 2023 was PLN 747 thousand (PLN (160) thousand as at 31 December 2022).

During the nine-month period ended 30 September 2023, ENEA Centrum Sp. z o.o. concluded 4 FX Forward transactions with a total value of EUR 127 thousand. The measurement of these instruments as at 30 September 2023 was PLN (44) thousand (PLN (249) thousand as at 31 December 2022).

During the nine-month period ended 30 September 2023, ENEA Trading Sp. z o.o. concluded a total of 285 FX Forward buy/sell transactions for a value of EUR 1 558 193 thousand. The measurement of these instruments as at 30 September 2023 was PLN 671 022 thousand (PLN 278 818 thousand as at 31 December 2022).

Financing terms - covenants

Financing agreements require ENEA S.A. and ENEA Group to maintain certain financial ratios.

In the 9-month period ending 30 September 2023 ENEA Group exceeded the debt ratio of its subsidiaries under its loan agreements with the European Investment Bank, as a result of which the company requested and obtained the bank's consent to temporarily relax the covenant conditions (waiver) with a horizon until June 2024.

At 30 September 2023, ENEA S.A. was not required to make any early repayments of financial debt.

18. Provisions

In the 9-month period ended 30 September 2023, provisions for other liabilities and charges increased by a net amount of PLN 200 496 thousand (in the 9-month period ended 30 September 2022, provisions for other liabilities and charges increased by PLN 2 554 317 thousand).

Change in provisions for other liabilities and charges in the period ended 30 September 2023

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
2023
193
353
134
044
53
309
206
155
5
499 532
146
963
664
818
235
762
7
133
936
Reversal
of
discount
and
change
of
discount
rate
- - 1 270 - - 7
164
- - 8
434
Increase
in
existing
provisions
39
143
20
051
2
061
183
102
5
718
297
- 263 998 15
243
6
241
895
Use
of
provisions
(214) (19
466)
- (178
252)
(5
548
634)
- (276
221)
(13
484)
(6
036
271)
Reversal
of
unused
provision
(285) (297) - (3
413)
(41) (9
446)
- (80) (13
562)
As
at
30
September
2023
231
997
134
332
56
640
207
592
5
669
154
144
681
652
595
237
441
7
334
432
Long-term 963
640
Short-term 6
370
792

Change in provisions for other liabilities and charges in the period ended 31 December 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
(22
039)
- (7
861)
- - 4
470
- - (25
430)
Increase
in
existing
provisions
4
166
23
666
505 184
077
5
562
046
21
683
1
594
199
32
524
7
422
866
Use
of
provisions
(2
280)
(187
410)
- (355
532)
(2
918
999)
- (1
179
484)
(70
411)
(4
714
116)
Reversal
of
unused
provision
(72) (1
866)
(2
195)
(33) (2
815)
- - (50
773)
(57
754)
As
at
31
December
2022
193
353
134
044
53
309
206
155
5
499
532
146
963
664
818
235
762
7
133
936
Long-term 946
088
Short-term 6
187
848

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

Provision for onerous contracts

On 17 December 2022, the President of the Energy Regulatory Office ("URE President") approved a tariff for electricity for a set of tariff G customer groups for the period from 1 January 2023 to 31 December 2023 (Tariff). The URE President approved the price for the sale of electricity to recipients in tariff group G for ENEA S.A., at an average level of PLN 1 050.58 per MWh, after a previous in minus adjustment of the amount of the Tariff determined in the first application submitted by the Company in this matter. The amount of the Tariff does not fully cover the Company's estimated justified costs for the purchase of electricity, based on the contracts already concluded and the valuation of the open position. Considering the above and acting pursuant to IAS 37 Provisions, Contingent Liabilities and Contingent Assets, the Company identified the necessity to recognise in 2022 a provision for onerous contracts for customers from tariff group G amounting to PLN 368 295 thousand. In the 9-month period ending 30 September 2023, ENEA S.A. used the provision in the amount of PLN 276 221 thousand.

The Regulation of the Minister of Climate and Environment amending the Regulation on the manner of shaping and calculating tariffs and the manner of settlements in electricity trade entered into force on 9 September 2023. The regulation introduces a mechanism for reducing the dues owed by households to electricity trading companies for 2023. With that in mind, and acting in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets, the Company has identified the need for a provision of PLN 263 998 thousand as of 30 September 2023 for onerous contracts for each household electricity consumption point, the settlement of which will cover the year 2023, assuming that one of the conditions set out in the regulation is met.

Other provisions mainly concern:

potential liabilities related to grid assets resulting from differences in the interpretation of regulations PLN 204 851 thousand (as at 31 December 2022: PLN 196 136 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.

19. Accounting for subsidies and road lighting modernisation services

Accounting for income from subsidies and road lighting modernisation services

As at
30 September 2023 31 December 2022
Long-term
Accounting for deferred revenue - subsidies 443 497 375 376
Accounting for deferred revenue - road lighting modernisation services 128 476 118 528
Total non-current deferred revenue 571 973 493 904
Short-term
Accounting for deferred revenue - subsidies 16 763 14 478
Accounting for deferred revenue - road lighting modernisation services 6 530 5 903
Total current deferred revenue 23 293 20 381

Schedule for accounting for deferred revenue

As at
30 September 2023 31 December 2022
Up to one year 23 293 20 381
From one to five years 88 754 79 536
Over five years 483 219 414 368
Total deferred revenue 595 266 514 285

In the 9-month period ended 30 September 2023, the book value of accounting for grants and road lighting modernisation services increased by PLN 80 981 thousand on a net basis (in the 9-month period ended 30 September 2022, the book value of accounting for grants and road lighting modernisation services increased by a net amount of PLN 65 192 thousand).

The item 'deferred revenue concerning subsidies' includes mainly EU subsidies and subsidies from the NFOŚiGW for the development of electricity and heating infrastructure. The grants mainly concern investments and the conduct of research and development work. Each grant is awarded on the basis of a separate agreement, from which a number of obligations arise. Contractors must be selected on the basis of transparent procedures that are subject to examination by the financing institutions. The expenditure on the basis of which the grant is awarded must meet eligibility criteria, which are very detailed and vary according to the type of project implemented (investment/R&D). In most cases, grants

are awarded in the form of refund of eligible expenditure incurred. There are occasional advance payments. Each agreement also contains information obligations as well as an obligation to maintain the results over a so-called sustainability period, which for large companies is five years.

The Group enters into contracts for the provision of lighting services to the Municipalities with the obligation to provide lighting for public places. The lighting service provided by the Group includes the operation of road lighting, while at the same time the Group also provides energy supply obligations. The lighting service is provided on a continuous basis. The Group provides lighting services using its lighting assets (road lighting networks). Moreover, the Group provides a service to improve the quality and efficiency of road lighting. The service involves upgrading or extending lighting assets with Group funds. This allows the Municipalities to purchase a lighting service of a higher standard. The Group also receives lighting assets from the Municipalities or other entities. Therefore, in the Group's view, the contracts concluded for improving the quality and efficiency of road lighting, the receipt of lighting infrastructure and its operation should be considered together. As a result, the Group accounts for revenue from road lighting improvements and efficiency and revenue from lighting assets received free of charge in proportion to the economic life of the resulting fixed assets.

Financial instruments

20. Financial instruments and fair value

As
at
30
September
2023
As
at
31
December
2022
Book
value
Fair
value
Book
value
Fair
value
FINANCIAL
ASSETS
Long-term 224
877
60
228
312
915
161
391
Financial
assets
measured
at
fair
value
60
228
60
228
161
391
161
391
Trade
and
other
receivables
6
244
(*) 2
431
(*)
Finance
lease
and
sublease
receivables
976 (*) 1
168
(*)
Funds
in
the
Mine
Decommissioning
Fund
157
429
(*) 147
925
(*)
Short-term 10
874
518
255
103
6
402
022
382
546
Financial
assets
measured
at
fair
value
255
103
255
103
382
546
382
546
Debt
financial
assets
at
amortised
cost
- (*) 42 004 (*)
Assets
arising
from
contracts
with
customers
633
474
(*) 623
900
(*)
Trade
and
other
receivables
4
770
578
(*) 3
788
552
(*)
Finance
lease
and
sublease
receivables
1
264
(*) 1
304
(*)
Cash
and
cash
equivalents
5
214
099
(*) 1
563
716
(*)
TOTAL
FINANCIAL
ASSETS
11
099
395
315
331
6
714
937
543
937
FINANCIAL
LIABILITIES
Long-term 4
134
754
3
451
714
4
744
941
4
014
107
Credit
facilities,
loans
and
debt
securities
3
371
736
3
326
464
4
087
307
4
013
858
Lease
liabilities
614
906
(*) 625
120
(*)
Trade
and
other
payables
22
862
(*) 32
265
(*)
Financial
liabilities
measured
at
fair
value
125
250
125
250
249 249
Short-term 5
667
745
3
117
431
6
165
741
1
244
869
Credit
facilities,
loans
and
debt
securities
2 434
782
2 434
782
750
273
750
273
Lease
liabilities
33
028
(*) 31
338
(*)
Trade
and
other
payables
2
440
496
(*) 4
843
204
(*)
Liabilities
arising
from
contracts
with
customers
76
790
(*) 46
330
(*)
Financial
liabilities
measured
at
fair
value
682 649 682
649
494
596
494
596

TOTAL FINANCIAL LIABILITIES 9 802 499 6 569 145 10 910 682 5 258 976

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

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

As at 30 September 2023
Level 1 Level 2 Level 3 Total
Financial assets measured at fair value 21 113 275 309 18 909 315 331
Derivative instruments used in hedge accounting - 110 801 - 110 801
(e.g. interest rate swaps)
Equity instruments at fair value through
other comprehensive income - - 12 587 12 587
Call options (at fair value through profit or loss) - 15 087 - 15 087
Other derivative instruments at fair value through profit - 149 421 - 149 421
or loss
Interests at fair value through profit or loss 21 113 - 6 322 27 435
Total 21 113 275 309 18 909 315 331
Financial liabilities measured at fair value - (807 899) - (807 899)
Derivative instruments at fair value through profit or loss - (807 899) - (807 899)
Credit facilities, loans and debt securities - (5 761 246) - (5 761 246)
Total - (6 569 145) - (6 569 145)
As at 31 December 2022
Level 1 Level 2 Level 3 Total
Financial assets measured at fair value 21 305 503 772 18 860 543 937
Derivative instruments used in hedge accounting
(e.g. interest rate swaps)
- 252 902 - 252 902
Equity instruments at fair value through other
comprehensive income
- - 12 587 12 587
Call options (at fair value through profit or loss) - 17 844 - 17 844
Other derivative instruments at fair value through profit
or loss
- 233 026 - 233 026
Interests at fair value through profit or loss 21 305 - 6 273 27 578
Total 21 305 503 772 18 860 543 937
Financial liabilities measured at fair value - (494 845) - (494 845)
Derivative instruments at fair value through profit or loss - (494 845) - (494 845)
Credit facilities, loans and debt securities - (4 764 131) - (4 764 131)
Total - (5 258 976) - (5 258 976)

Financial assets and financial liabilities at fair value include:

  • shares in unrelated entities, the stake in which is below 20%; this line as of 30 September 2023 includes a stake in ElectroMobility Poland S.A., for which there is no market price quoted on an active market; having analysed the standard IFRS 9, the Group decided to qualify these interests as financial instruments through other comprehensive income; in the event that interests in unrelated entities are quoted on the Warsaw Stock Exchange, their fair value is determined on the basis of stock market quotes;
  • Polimex-Mostostal S.A. call options;
  • derivative instruments, which include the measurement of interest rate swaps; the fair value of derivative instruments is established by calculating the net present value based on two yield curves, i.e. a curve to determine discount factors and a curve used to estimate future variable reference rates;
  • forward contracts for the purchase of electricity and gas and property rights.

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

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

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

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

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

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

No transfers between the levels were made in the nine-month period ended 30 September 2023.

The additional information and explanations presented on pages 9-49 constitute an integral part of these condensed consolidated interim financial statements.

As at 30 September 2023, 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. In the 9-month period ending 30 September 2023, ENEA S.A. submitted a demand to exercise call option no. 8, no. 9 and no. 10, and made a transfer for 187 500 shares (call option 8), 125 000 shares (call option 9) and 187 500 shares (call option 10) of Polimex Mostostal S.A. The increase of Polimex Mostostal S.A.'s share capital by PLN 1 000 thousand, i.e. from PLN 479 738 thousand to PLN 480 738 thousand, by admitting 500 000 ordinary bearer shares series S with a nominal value of PLN 2 each, was registered on 30 January 2023. In March 2023 ENEA S.A. sold 187 500 shares, thus decreasing its stake in that company's share capital from 16.23% to 16.15%. An increase of Polimex Mostostal S.A.'s share capital by PLN 1 500 thousand, i.e. from PLN 480 738 thousand to PLN 482 238 thousand, by admitting 750 000 ordinary bearer shares series S with a nominal value of PLN 2 each, was registered on 14 April 2023, thus reducing ENEA S.A.'s stake in that company's share capital from 16.15% to 16.10%. On 28 April 2023, as a result of the exercise of call option 8, ENEA S.A.'s share in the company's share capital increased from 16.10% to 16.17%. An increase of Polimex Mostostal S.A.'s share capital by PLN 1 000 thousand, i.e. from PLN 482 238 thousand to PLN 483 238 thousand, by admitting 500 000 ordinary bearer shares series S with a nominal value of PLN 2 each, was registered on 12 July 2023. ENEA S.A.'s share in the company's share capital decreased from 16.17% to 16.14%. Since 14 July 2023, as a result of the exercise of call option 9, ENEA S.A.'s stake in the company's share capital is 16.19%. An increase of Polimex Mostostal S.A.'s share capital by PLN 1 500 thousand, i.e. from PLN 483 238 thousand to PLN 484 738 thousand, by admitting 750 000 ordinary bearer shares series S with a nominal value of PLN 2.00 each, was registered on 5 October 2023. ENEA S.A.'s share in the company's share capital decreased from 16.19% to 16.14%. Since 13 October 2023, as a result of the exercise of call option 10, ENEA S.A.'s stake in the company's share capital increased from 16.14% to 16.22%. As at 30 September 2023, ENEA S.A. held a 16.19% stake in Polimex Mostostal S.A. A fair-value measurement of the call options was prepared using the Black-Scholes model. The book value of these options as at 30 September 2023 was PLN 15 087 thousand (at 31 December 2022: PLN 17 844 thousand).

Moreover, the Group's financial assets at fair value, worth PLN 149 421 thousand (PLN 233 026 thousand as of 31 December 2022) and financial liabilities worth PLN 807 899 thousand (PLN 494 845 thousand as of 31 December 2022) 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 2023-2024, presented as financial assets and liabilities at fair value, amounts to PLN 535 352 thousand (PLN 1 197 thousand concerns procurement contracts and PLN 534 155 thousand concerns sales contracts).

21. Debt financial assets at amortised cost

Debt financial assets at amortised cost

As at
30 September 2023 31 December 2022
Current debt financial assets at amortised cost
Loans granted - 42 004
Total current debt financial assets at amortised cost - 42 004
Non-current debt financial assets at amortised cost
Loans granted - -
Total non-current debt financial assets at amortised cost - -
TOTAL - 42 004

Impairment of financial assets at amortised cost (concerns loans granted together with interest) as at 30 September 2023 amounted to PLN 0 (PLN 198 336 thousand as of 31 December 2022).

22. Impairment of trade and other receivables

Impairment of trade and other receivables

As at
30 September 2023 31 December 2022
Impairment at the beginning of period 111 273 128 534
Created 19 320 10 614
Reversed (2 626) (5 485)
Used (7 734) (22 390)
Impairment at the reporting date 120 233 111 273

In the 9-month period ended 30 September 2023, impairment of trade and other receivables increased by PLN 8 960 thousand (in the 9-month period ended 30 September 2022 impairment declined by PLN 9 053 thousand).

Impairment losses are mainly recognised on trade receivables. Impairment of other receivables is negligible. The Group uses the expected credit loss model to estimate the impairment for trade receivables. In order to determine expected credit losses, the Group applies the simplified approach provided for in IFRS 9, which is to create a lifetime allowance for expected credit losses for all trade receivables. 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 2023 is calculated on the basis of data from 2022. Therefore, the level of receivables impairment estimated as at 30 September 2023 reflects objective indications of impairment resulting from the situation and regulations arising from the shifting political and economic situation and the related regulations.

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

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

As at 30 September 2023
Nominal value Impairment Book value
Trade and other receivables
Current 4 489 005 (7 926) 4 481 079
Overdue 408 050 (112 307) 295 743
0-30 days 170 352 (856) 169 496
31-90 days 47 978 (6 541) 41 437
91-180 days 26 246 (5 561) 20 685
over 180 days 163 474 (99 349) 64 125
Total 4 897 055 (120 233) 4 776 822
Assets arising from contracts with customers 633 762 (288) 633 474

Amounts other than financial instruments, of PLN 1 150 792 thousand, are also recognised in the line Trade and other receivables in the consolidated statement of financial position. These are mainly receivables concerning taxes and advances.

As at 31 December 2022
Nominal value Impairment Book value
Trade and other receivables
Current 3 569 297 (5 074) 3 564 223
Overdue 332 959 (106 199) 226 760
0-30 days 130 310 (421) 129 889
31-90 days 35 931 (2 403) 33 528
91-180 days 11 351 (4 022) 7 329
over 180 days 155 367 (99 353) 56 014
Total 3 902 256 (111 273) 3 790 983
Assets arising from contracts with customers 624 177 (277) 623 900

Amounts other than financial instruments, of PLN 1 481 613 thousand, are also recognised in the line Trade and other receivables in the consolidated statement of financial position. These are mainly receivables concerning taxes and advances.

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 nine-month period ended
Item Company's Management Board Company's Supervisory Board
30 September
2023
30 September
2022
30 September
2023
30 September
2022
Remuneration under management contracts 6 723* 5 428** - -
Remuneration under appointment to
management or supervisory bodies
- - 553 546
TOTAL 6 723 5 428 553 546

* This remuneration includes a non-compete clause, severance pay for a former Management Board Member, amounting to PLN 495 thousand, and bonuses for 2022 amounting to PLN 3 525 thousand.

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

In the 9-month period ended 30 September 2023, no loans were granted to Supervisory Board members from the Company Social Benefit Fund (PLN 0 thousand for the 9-month period ended 30 September 2022).

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

Transactions with State Treasury related parties.

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

The subject of these transactions mainly is as follows:

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

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

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

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

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

25.1. Sureties and guarantees

The following table presents significant bank guarantees valid as of 30 September 2023 under an agreement between ENEA S.A. and BGK up to a limit specified in the agreement.

The additional information and explanations presented on pages 9-49 constitute an integral part of these condensed consolidated interim financial statements.

List of guarantees issued as at 30 September 2023

Guarantee issue
date
Guarantee validity Entity for which the
guarantee was issued
Bank - issuer Guarantee amount
in PLN 000s
1 April 2023 30 April 2024 Telewizja Polska S.A. BGK 2 442
16 July 2023 16 July 2025 Vastint Poland sp. z o.o. BGK 1 229
1 August 2023 10 November 2023 Zakład Wodociągów
i Kanalizacji Sp. z o.o.
BGK 1 000
Total bank guarantees 4 671

The value of other guarantees issued by the Group as at 30 September 2023 was PLN 4 339 thousand.

25.2. On-going proceedings in courts of general competence

Proceedings initiated by the Group

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

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

At 30 September 2023, a total of 25 047 cases initiated by the Group were in progress before courts of general competence, worth in aggregate PLN 136 550 thousand (31 December 2022: 21 839 cases worth PLN 148 677 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 25.5).

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

At 30 September 2023, a total of 2 041 cases against the Group were in progress before courts of general competence, worth in aggregate PLN 1 233 385 thousand (31 December 2022: 2 338 cases worth PLN 968 992 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. 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 may be liable to pay compensation for past non-contractual use of the 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. The main parameter used in the calculation is the length of the line and thus the conversion of the area of land occupation by the line by the value of PLN/m2 , with due consideration of other parameters such as location, type of line, type of land.

As at 30 September 2023, the Group recognised a provision for claims concerning non-contractual use of land amounting to PLN 231 997 thousand.

25.4. 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. (currently PGE Energetyka Kolejowa S.A.) lawsuit of 28 December 2015,
  • PGE Polska Grupa Energetyczna S.A. lawsuit of 29 December 2015.

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

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

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

In a case against PGE Polska Grupa Energetyczna S.A. (file no. XVI GC 525/20, previous file no. XX GC 1163/15) through a ruling of 7 January 2021 the court suspended the proceeding at the mutual request of the parties. Through a ruling of 19 November 2021, the court resumed the previously suspended proceeding. Through a ruling of 1 March 2022, the court suspended the proceeding at the mutual request of the parties. Through a motion of 28 August 2022, ENEA S.A.'s attorney requested that the proceeding be resumed. The court resumed the proceeding on 2 October 2022. On 28 October 2022, the attorney of ENEA S.A. requested a stay of proceedings. The parties agreed to enter into an agreement to end the dispute, in the execution of which, on 11 July 2023, at a court-appointed meeting, they entered into a court settlement ending the case. By order of 11 July 2023, the court discontinued the proceedings. The ruling is final.

25.5. 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 4 court proceedings concerning agreements for the purchase of property rights arising under certificates of origin for energy from renewable sources, which includes:

  • 3 proceedings for payment in which claims for remuneration, contractual penalties or damages are pursued against ENEA S.A., with one proceeding resulting in a partial resolution of the claims, and the other proceeding resulting in a preliminary and partial resolution of the claims and recognition of the ineffectiveness of the termination of the agreement; these resolutions are final and binding;
  • 1 proceeding to determine the ineffectiveness of ENEA S.A.'s termination of property rights sale agreements made on 28 October 2016;

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"):

The additional information and explanations presented on pages 9-49 constitute an integral part of these condensed consolidated interim financial statements.

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

As a result of the terminations submitted by ENEA S.A., the contracts were terminated, according to ENEA S.A.'s assessment, in principle at the end of November 2016. The dates on which the respective Contracts were terminated depended on contractual provisions. The reason for terminating/withdrawing from each of the Agreements by the Company was failure to engage in re-negotiations concerning adaptive clauses in each of the Agreements that would justify the adjustment of these Agreements in order to restore contractual balance and the equivalence of the parties' benefits following changes in the law.

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

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

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

The Agreements were terminated with the intention for the Company to avoid losses constituting the difference between contractual and market prices of green certificates. Due to the changing legal conditions after termination of the Agreements in 2017, especially arising from the Act of 20 July 2017 on amendment of the act on renewable energy sources, the estimated value of future contract liabilities would have changed. In the current legal framework, this would be significantly lower in comparison to the amount estimated when the Agreements were being terminated, i.e. approx. PLN 1 187 million. This decline reflects a change in the way in which the substitute fee is calculated, which in accordance with the content of some of the Agreements constitutes the basis for calculating the contract price and indexing it to the market price. ENEA S.A. recognised a provision for court cases, including those related to the termination by ENEA S.A. of contracts for the sale of property rights arising from certificates of origin of electricity from RES, in the amount of PLN 83 349 thousand, which mainly relates to disputes in the area of the PM OZE certificates and covers all monetary claims on this account as at 30 September 2023, the provision is presented in note 18.

On 21 February 2022 the Appeals Board in Poznań issued a judgement and determined that the statement made by ENEA S.A. in Poznań in its letter of 28 October 2016 on termination of the sale agreement in its entirety did not have legal effect and the agreement remains in force in its entirety, dismissing the appeal of Golice Wind Farm Sp. z o.o. to the remaining extent and dismissing the appeal of ENEA S.A., as well as awarding the costs of the appeal proceedings to Golice Wind Farm Sp. z o.o. from ENEA S.A., as a result of which the partial and preliminary ruling of the District Court in Poznań of 14 August 2020 became binding, in which the court had considered as justified the claim for payment for property rights and had ordered ENEA S.A. to pay PLN 6 042 thousand together with interest, and in the remaining scope had considered the claim for payment as justified in general. On 25 July 2022 ENEA S.A. filed a cassation appeal against the ruling by the Appeals Court in Poznań, at the same time requesting that the enforceability of the aforementioned judgements be suspended. Through a ruling of 3 October 2022 the Appeals Court in Poznań rejected the request to suspend the enforceability of these judgements. The cassation appeal went to the Supreme Court, no date was set for the hearing.

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

PGE Energia Odnawialna S.A., based in Warsaw (case no. IX GC 1064/17) - through a ruling of 17 February 2022, the court resumed the previously suspended proceeding, which was subsequently suspended again by a decision of 25 March 2022 on the mutual application of the parties; By a letter of 22 September 2022, the attorney for ENEA S.A. requested that the proceedings be resumed and suspended. At the same time, through a letter of 22 September 2022, PGE Energia Odnawialna S.A.'s attorney requested that the proceeding be resumed. Through a ruling of 28 September 2022, the court decided to resume the suspended proceeding.

The parties agreed to enter into an agreement to end the dispute, in the execution of which, on 22 December 2022, at a court-appointed meeting, they entered into a court settlement ending the case. Through a ruling of 22 December 2022 the Court discontinued the proceedings. The ruling became final on 30 December 2022.

  • PGE Energia Ciepła S.A., based in Warsaw (file no. IX GC 555/16) through a ruling of 5 January 2022 the court suspended the proceeding at the parties' mutual request. Through an application of 28 June 2022, an attorney for PGE Energia Ciepła S.A. requested that the court take up and suspend the proceeding at the parties' mutual request. A similar application was filed on 6 July 2022 by the attorney for ENEA S.A. Through a ruling of 8 July 2022, the court took up the suspended proceeding and obliged ENEA S.A.'s attorney to indicate whether it acceded to PGE Energia Ciepła S.A.'s request to suspend the proceeding on pain of declaring that the attorney for ENEA S.A. acceded to PGE Energia Ciepła S.A.'s request. On 22 July 2022, the attorney for ENEA S.A. sent a letter to the court again indicating that it was in favour of the application to suspend the proceedings. The Common Court Information Portal shows that the court suspended the proceedings on 18 August 2022, which was confirmed by an order served on ENEA S.A.'s attorney on 24 August 2022 suspending the proceedings pursuant to art. 178 of the Civil Procedure Code. The parties agreed to enter into an agreement to end the dispute, in the execution of which, on 22 December 2022, at a court-appointed meeting, after resuming the proceeding that had been suspended by the Court, they entered into a court settlement ending the case. Through a ruling of 22 December 2022 the Court discontinued the proceedings. The ruling became final on 30 December 2022.
  • PGE Energia Odnawialna S.A., based in Warsaw (case no. IX GC 1011/17) on 7 March 2022 the claimant filed a pleading, maintaining its previous position and requested a stay of proceedings granting the Company's potential request in this regard. On 13 May 2022 the District Court in Poznań suspended the proceeding at the mutual request of the parties. Through a letter of 13 October 2022, the attorney of PGE Energia Odnawialna S.A. requested that the suspended proceedings be resumed and that a hearing date be set in December 2022 for an amicable conclusion. The Common Court Information Portal shows that the court, by order of 18 October 2022, decided to take up the suspended proceedings and set a hearing date for 9 December 2022. The 9 December 2022 hearing did not take place - the hearing date was changed at the parties' request. The parties agreed to enter into an agreement to end the dispute, in the execution of which, on 22 December 2022, at a court-appointed meeting, they entered into a court settlement ending the case. Through a ruling of 22 December 2022 the Court discontinued the proceedings. The ruling became final on 30 December 2022.

Outstanding liabilities from court settlements as of 31 December 2022 are included under Trade and other payables. By the end of April 2023, ENEA S.A. had fulfilled all of the remaining obligations resulting from the court settlements.

In a case brought by ENEA S.A. against PGE Górnictwo i Energetyka Konwencjonalna S.A. (file no. X GC 608/20) – on 25 January 2022 the District Court scheduled a hearing for 27 May 2022. Through a letter of 4 April 2022, PGE Energia Ciepła S.A. requested that the hearing scheduled for 27 May 2022 be cancelled. The same motion was filed with the Court by the attorney for ENEA S.A. on 25 May 2022. The District Court sent an e-mail to the parties' attorneys informing them of the court's ruling to cancel the hearing scheduled for 27 May 2022 and suspend the proceeding at the parties' mutual request, which was confirmed by a ruling on suspension of 24 May 2022. By letter dated 24 November 2022, the attorney of ENEA S.A. requested that the proceedings be suspended and resumed. The parties agreed to enter into an agreement to end the dispute, in the execution of which the parties' attorneys submitted requests for a hearing to conclude a settlement agreement. The court has set a hearing date of 30 January 2023. In execution of the agreement entered into on 22 December 2022, on 30 January 2023, at a Court-appointed hearing, the Parties entered into a court settlement agreement ending the case. Through a ruling of 30 January 2023, the Court discontinued the proceedings. The ruling is final.

In a case brought by Hamburg Commercial Bank AG against ENEA S.A., the District Court in Poznań dismissed the plaintiff's request for security by order of 18 March 2022. On 25 May 2022 the Company was served with a side intervention in case ref. IX GC 552/17, pursuant to which Hamburg Commercial Bank AG joined the proceeding as a side intervener in a case instigated by 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) to declare the termination ineffective. On 28 September 2022, a hearing was held, and on 26 October 2022, the appeal of the Company against the partial verdict of the District Court in Poznań of 25 February 2021 was dismissed by a judgement of the Court of Appeal in Poznań. The company has complied with the final ruling. Through a ruling of 30 November 2022, The District Court in Poznań dismissed the Company's opposition to Hamburg Commercial Bank AG's entry into the proceedings as an intervening party. The Company on 10 March 2023 filed a complaint against the order of the District Court of Poznań of 30 November 2022 to dismiss the opposition. Through a ruling of 27 July 2023, the District Court in Poznań dismissed the ruling of the District Court in Poznań of 30 November 2022 dismissing the opposition. A cassation appeal was filed on 7 February 2023 with the Supreme Court against the judgement of the Court of Appeal of 26 October 2022. The cassation appeal went to the Supreme Court, no date was set for the hearing.

In a case brought by PSW Sp. z o.o., the District Court in Poznań, having examined the case at a closed-door hearing on 31 January 2023, decided to discontinue the hearing and issued a judgement ordering ENEA S.A. to pay PLN 4 488 thousand to PSW Sp. z o.o., along with statutory late interest, and dismissed the claim in its remaining portion as regards interest claims, and order the Company to pay PLN 115 thousand for proceeding costs. The Company's attorney on 25 July 2023 lodged an appeal against the ruling of the District Court in Poznań dated 31 January 2023, in the part

adjudicating the claim. The judgment in this respect is not final, for the rest the judgment is final. The case is in progress at the Court of Appeals in Poznań, 1st Civil and Intellectual Property Division, case no. I AGa 278/23. No hearing date has been set in the case.

26. National Energy Security Agency

On 1 March 2022 the Council of Ministers adopted a document entitled "Energy sector transition in Poland. Spin-off of coal assets from companies with a State Treasury shareholding" ("Transition Program"). The document was drafted in order to align the energy groups with the transition challenges that are consistent with the directions indicated in "Poland's Energy Policy to 2040" (PEP2040). The Transition Program contains 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 includes, inter alia, the integration of these Coal Assets within one entity, i.e. PGE Górnictwo i Energetyka Konwencjonalna S.A. ("PGE GiEK") - a subsidiary of PGE Polska Grupa Energetyczna S.A., which will eventually operate under the name National Energy Security Agency ("NABE"). 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 the energy groups to focus on accelerating investment in low- and zero-carbon energy sources and transmission infrastructure.

In the first nine months of 2023, the Group carried out tasks related to the carve out of coal assets for the State Treasury in accordance with the update schedule for the formation of NABE.

The Group worked on internal ownership changes and reorganisation changes. One such action was the division of ENEA Trading Sp. z o.o. (pursuant to art. 529 § 1 point 4) of the Commercial Companies Code), as a result of which, in accordance with the Spin-off Plan of ENEA Trading Sp. z o.o. of 29 July 2022, there will be a division by spin-off and transfer of a part of the assets and liabilities of ENEA Trading Sp. z o.o., in the form of an Organised Part of Enterprise, to ENEA Power&Gas Trading Sp. z o.o. The spin-off took place on 3 April 2023.

In order to ensure the continuation of the companies being spun-off once they are integrated into the NABE structure, negotiations were continued with financial institutions in this area.

Valuations of the generating companies spun off to NABE were completed in the second quarter of 2023.

On 14 July 2023 the Company received from the State Treasury a proposal of a non-binding document summarising the conditions of the transaction of purchase by the State Treasury of the shares in ENEA Wytwarzanie Sp. z o.o. held by the Company along with shares in ENEA Elektrownia Połaniec S.A. together with their subsidiaries. Further steps included negotiations with the Buyer to agree and sign a document between the State Treasury and the Company.

On 10 August 2023 the Management Board of ENEA S.A. and the State Treasury, represented by the Minister of State Assets, signed documents summarising the conditions of the transaction of purchase by the State Treasury of all shares of ENEA Wytwarzanie Sp. z o.o. and ENEA Elektrownia Połaniec S.A. held by ENEA S.A. together with their subsidiaries in order to establish NABE. A resolution approving the signing of these documents was adopted by the Management Board of ENEA S.A. the same morning.

The signed documents do not constitute an offer or commitment to sign any agreement, they are the basis for the submission by the Minister of State Assets to the Prime Minister of an application for the purchase of all shares in ENEA Wytwarzanie Sp. z o.o. and ENEA Elektrownia Połaniec S.A.

As a result of the signing of the above documents, and assuming the value of the transaction from the offer, at present the Group does not identify a possible loss at the consolidated level on the sale of the coal assets to NABE and, consequently, does not see the need to create an impairment loss.

On 17 August 2023 the Sejm passed a law on financial guarantees for NABE obligations, to which the Senate has tabled amendments which, due to the parliamentary calendar, have not yet been considered by the Sejm.

27. One-off event at LWB

In February 2023, at LWB, after a new longwall cut was made in longwall 3/VII/385 and the longwall was rearmed into a longwall complex, trial commissioning commenced. However, during the trial start-up, an incident occurred involving a sudden and unexpected outpouring of groundwater into the workings, resulting in the need to halt mining operations on this longwall. The LWB has taken a number of steps to thoroughly investigate the causes and identify the risks surrounding the incident. Advanced hydrogeological analyses were commissioned along with independent expert studies to develop the best course of action and to identify the risks associated with further mining and technical work in this area.

The exact magnitude of this event and its impact on the company's operational and financial performance remains unknown, but it is nevertheless to be expected that some of the machinery and equipment located in longwall 3/VII/385 may have been lost and therefore its value may have been impaired. Therefore, in consideration of a prudent approach and the desire to adequately reflect this event in the financial result of 2023 at LWB, an impairment loss was recognised (entirely in the first half of 2023) in the total amount of PLN 48.5 million (in relation to machinery and equipment, as well as parts of longwall corridors located in the area of the event).

28. Contributions to Price Difference Payment Fund

Group companies are required to contribute to the Price Difference Payment Fund pursuant to art. 21 of the Act of 27 October 2022 on emergency measures aimed at limiting the level of electricity prices and support for certain consumers in 2023 (Polish Journal of Laws of 2022, item 2243) - as electricity generators and as energy enterprises carrying out electricity trading.

In accordance with art. 24 and art. 39 of the above act, these contributions should be made for each calendar month in reference to the period from 1 December 2022 to 31 December 2023.

In the 9-month period ended 30 September 2023, ENEA Group companies recognised the following amounts as costs due to this: ENEA Elektrownia Polaniec S.A. PLN 12 766 thousand as regards trade in electricity and PLN 279 035 thousand as regards generation, ENEA Wytwarzanie Sp. z o.o. PLN 73 542 thousand in trading and PLN 1 685 904 thousand in generation, ENEA Cieplo Sp. z o.o. PLN 6 819 thousand in trading and PLN 6 452 thousand in generation, ENEA Nowa Energia Sp. z o.o. PLN 138 096 thousand in generation and ENEA Trading Sp. z o.o. PLN 17 thousand in trading. These amounts are included in the consolidated statement of comprehensive income under "Taxes and charges". The Group considers these contributions as charges in the meaning of IAS 37. They are charged in the month in which the obligation arises.

29. Proposal to purchase Lubelski Węgiel "Bogdanka" S.A. shares

Due to the continuing market capitalisation of Lubelski Węgiel "Bogdanka" S.A. ("LWB") below net assets, the received proposal to purchase LWB shares by the State Treasury below net assets and in connection with the receipt of a valuation report, the Management Board of ENEA S.A. identified indications of impairment of the Mining CGU (LWB) as at 30 June 2023.

In connection with current report 36/2023 of 21 August 2023 on receipt of a proposal to purchase shares in Lubelski Węgiel "Bogdanka" S.A. ("LWB") from the State Treasury represented by the Minister of State Assets, and a letter of intent signed on 18 June 2022 regarding the potential purchase by the State Treasury of 21 962 189 shares in LWB, the Management Board of ENEA S.A. announced that analyses regarding the submitted proposal are in progress. The resulting price offer obtained for the net asset value of the Mining CGU (LWB) is below book value and is below the Management Board's estimate of the fair value of the Mining CGU, and consequently is not satisfactory and has not been accepted.

LWB's shares are listed on the Warsaw Stock Exchange. Although the share price remained around PLN 33 per share, back in January this year it had exceeded PLN 50. The Management Board is of the view that this circumstance and the factors set out below mean that using the current stock market capitalisation as a proxy for the fair value of LWB is not appropriate. Accordingly, for the purposes of preparing the condensed consolidated interim financial statements as at 30 June 2023 the Management Board estimated the recoverable amount of the Mining CGU at fair value less cost to sell. Taking into account the analyses carried out and the resulting report on the estimated market value of LWB (prepared as of 11 September 2023 by Pekao Investment Banking), the Management Board considered a valuation of at least PLN 72.28 per share to be reasonable and will seek to sell the shares at a level that takes this valuation into account as part of the negotiations. The valuation of PLN 72.28 per share formed the basis for estimating the impairment of Mining CGU assets and resulted in an impairment loss of PLN 748 815 thousand.

The Group estimated the fair value of CGU Mining (LWB). This analysis is all the more important in a situation where businesses have to operate in variable, entirely unusual and previously unseen conditions. In making this assessment for the purposes of the interim consolidated financial statements for the first half of 2023 the Group, based on an analysis of the present economic and market situation, noted that the market capitalisation of LWB remained at a level that is lower than the balance sheet value of net assets. According to the Group, this situation mainly results from factors that are beyond its control such as political factors and the EU's climate policy, reduced trust in mining-sector companies and also in part because of low liquidity and low free float. Also, the war in Ukraine and a reduced of commodity supply globally are driving up demand for LWB's coal. Therefore, LWB is taking steps to utilise current production capacity and prepare mining to achieve the targets arising from LWB Group's strategy. In the Management Board's view, LWB's cash position and the potential for generating strong positive cash flows in future periods allow the thesis that the value of the stake held is higher than the value derived from the current LWB share price and the purchase proposal made by the Treasury represented by the Minister of State Assets.

In line with best market practice, the valuation estimate was prepared in several scenarios using the following methods:

  • income approach using the discounted cash flow method,

  • market approach using multiples for comparable listed coal producers.

The discounted cash flow method was chosen as the leading method for the value estimate. The choice of this method was dictated by the availability of reliable financial projections for LWB over a long-time horizon of 2023-2049, which enabled the estimation of future free cash flows determining the value of the company. The method of multiples of peers was chosen as a complementary method to the income approach, but its results were not included for the purpose of estimating value. The use of this method was made possible by the identification of more than a dozen comparable companies and the availability of estimates of the future financial performance of these companies. In addition, valuations derived from market consensus and current capitalisation plus a control premium were used.

The results obtained are characterised by a wide spread, which is due to significantly different visions on key assumptions about the forecasts of market participants and LWB. In such situations, it is common in practice to use a blended approach based on averaging the results from different valuation methods and existing market benchmarks (including current capitalisation plus a control premium, as well as current market consensus plus a control premium), which allows a broad market view of the asset's value to be taken into account. Using this approach (excluding multiples methods), the average of the valuations indicating the value of LWB shares was estimated at £72.28 per share.

The fair value measurement is classified as Level 3 in the fair value hierarchy. Taking this into account, and as a result of the estimate of fair value less costs to sell as at 30 June 2023, it was necessary to recognise an impairment loss of PLN 748 815 thousand on assets in the Mining segment.