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Enea S.A. Interim / Quarterly Report 2023

Sep 14, 2023

5597_rns_2023-09-14_22dfa64f-ae91-4d67-9d26-f69b2325aeda.pdf

Interim / Quarterly Report

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ENEA Group CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the period from 1 January to 30 June 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.
3.
Group composition 9
Management Board and Supervisory Board composition12
4. Basis for preparing financial statements 13
5. Accounting rules (policy) and significant estimates and assumptions 13
6. Functional currency and presentation currency 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. Intangible assets 27
11. Investments in associates and jointly controlled entities28
12. Inventories30
13.
14.
Energy origin certificates31
Assets and liabilities arising from contracts with customers 31
15. Restricted cash31
16. Profit allocation31
17. Debt-related liabilities 32
18. Provisions35
19. Accounting for subsidies and road lighting modernisation services 36
Financial instruments 38
20. Financial instruments and fair value38
21. Debt financial assets at amortised cost40
22. Impairment of trade and other receivables41
23. Analysis of the age structure of trade and other receivables 41
Other explanatory notes 42
24. 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 the non-balancing in 201244
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.
27.
National Energy Security Agency47
One-off event at LWB47
28. Contributions to Price Difference Payment Fund47
29. Offer to purchase Lubelski Węgiel "Bogdanka" S.A. shares48
30. Events after the end of the reporting period49

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, 13 September 2023

Robert Kiereta

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Note For the 6-
month period
ended
30 June 2023
(unaudited)
For the 3-
month period
ended
30 June 2023
(unaudited)
For the 6-month
period
ended
30 June 2022
restated*
For the 3-month
period
ended
30 June 2022
restated*
Revenue from sales 7 21 939 024 10 612 812 (unaudited)
14 730 432
(unaudited)
7 475 160
Excise duty (40 154) (19 688) (26 505) (12 696)
Net revenue from sales 21 898 870 10 593 124 14 703 927 7 462 464
Compensations
Revenue from operating leases and subleases
7 2 114 940
7 773
893 832
3 685

7 134

2 231
Revenue from sales and other income 24 021 583 11 490 641 14 711 061 7 464 695
Other operating revenue
Change in provision for onerous contracts
Depreciation/amortisation
Employee benefit costs
Use of materials and raw materials and value of goods sold
18 133 058
184 148
(800 260)
(1 475 147)
(7 508 078)
30 188
92 074
(396 112)
(760 886)
(3 545 317)
88 916
(556 042)
(771 680)
(1 139 277)
(4 210 108)
78 500
(505 048)
(392 355)
(552 837)
(2 247 713)
Purchase of electricity and gas for sales purposes
Transmission services
Other third-party services
Taxes and fees
Loss on change, sale and liquidation of property, plant
28 (10 145 981)
(335 486)
(542 804)
(1 836 281)
(4 791 321)
(143 412)
(286 307)
(775 912)
(6 001 699)
(256 269)
(478 235)
(258 945)
(2 880 279)
(142 764)
(241 384)
(128 658)
and equipment and right-of-use assets
Impairment losses on non-financial non-current assets
Other operating costs
(37 662)
(792 309)
(141 154)
(20 568)
(763 640)
(17 293)
(24 706)
(2 577)
(178 694)
(7 575)
(2 527)
(93 615)
Operating profit 723 627 112 135 921 745 348 440
Finance costs
Finance income
(Losses)/gains on currency derivative instruments not used
(266 985)
76 907
(129 215)
41 522
(142 639)
87 297
(73 524)
71 537
in hedge accounting (657 600) (514 133) 142 658 36 009
Dividend income 93 93 1 163 1 163
Impairment of financial assets at amortised cost
Share of results of associates and jointly controlled entities
Impairment of investments in associates and jointly controlled
21
11

4 714

4 187
(7 133)
51 897
(3 468)
15 995
entities (4 321) (1 047)
(Loss)/profit before tax (123 565) (486 458) 1 054 988 396 152
Income tax 8 69 416 181 033 (193 660) (82 719)
Net (loss)/profit for the reporting period (54 149) (305 425) 861 328 313 433
Other comprehensive income
Subject to reclassification to profit or loss:
- measurement of hedging instruments
- income tax
8 (95 491)
18 143
(48 178)
9 154
198 740
(37 756)
100 698
(19 129)
Not subject to reclassification to profit or loss:
- restatement of defined benefit plan
(84 708) (84 708) 156 217 156 217
- income tax 8 16 095 16 095 (29 681) (29 681)
Net other comprehensive income
Comprehensive income for the reporting period
(145 961)
(200 110)
(107 637)
(413 062)
287 520
1 148 848
208 105
521 538
Including net (loss)/profit:
attributable to shareholders of the Parent
attributable to non-controlling interests
(144 252)
90 103
(346 465)
41 040
739 055
122 273
244 073
69 360
Including comprehensive income:
attributable to shareholders of the Parent
attributable to non-controlling interests
(289 330)
89 220
(453 219)
40 157
1 023 623
125 225
449 226
72 312
Net (loss)/profit attributable to shareholders of the Parent
Weighted average number of ordinary shares
(144 252)
529 731 093
(346 465)
529 731 093
739 055
472 660 616
244 073
503 535 600
Net (loss)/profit attributable to the Parent's shareholders,
per share (in PLN per share)
(0.27) (0.65) 1.56 0.48
Diluted (loss)/profit per share (in PLN per share) (0.27) (0.65) 1.56 0.48

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

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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at
Note 30 June 2023 (unaudited) 31 December 2022
ASSETS
Non-current assets
Property, plant and equipment 9 19 738 147 20 154 134
Right-of-use assets 817 368 827 430
Intangible assets 10 345 817 351 922
Investment properties 28 641 18 042
Investments in associates and jointly controlled entities 11 168 485 163 317
Deferred income tax assets 8 1 987 621 1 315 108
Financial assets measured at fair value 20 70 963 161 391
Trade and other receivables 48 950 12 213
Costs related to the conclusion of agreements 9 549 8 970
Finance lease and sublease receivables 1 002 1 168
Funds in the Mine Decommissioning Fund 155 204 147 925
Total non-current assets 23 371 747 23 161 620
Current assets
CO2 emission allowances
Inventories
12 58 570
2 481 352
4 093 130
1 979 850
Trade and other receivables 6 016 107 5 260 383
Costs related to the conclusion of agreements 10 579 11 006
Assets arising from contracts with customers 14 686 882 623 900
Finance lease and sublease receivables 1 209 1 304
Current income tax receivables 271 060 315 513
Financial assets measured at fair value 20 365 977 382 546
Debt financial assets at amortised cost 21 42 004
Cash and cash equivalents 15 2 828 050 1 563 716
Total current assets 12 719 786 14 273 352
Total assets 36 091 533 37 434 972

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at
Note 30 June 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 108 396 185 744
Retained earnings 10 451 968 10 663 950
Total equity attributable to shareholders of the parent 14 585 340 14 874 670
Non-controlling interests 1 329 274 1 271 441
Total equity 15 914 614 16 146 111
LIABILITIES
Non-current liabilities
Credit facilities, loans and debt securities 17 3 392 255 4 087 307
Trade and other payables 22 550 32 265
Liabilities arising from contracts with customers 14 21 216 15 822
Lease liabilities 600 149 625 120
Accounting for subsidies and road lighting modernisation services
Deferred income tax provision
19
8
546 263
552 004
493 904
536 255
Employee benefit liabilities 1 087 047 962 783
Financial liabilities measured at fair value 20 121 158 249
Provisions for other liabilities and other charges 18 965 892 946 088
Total non-current liabilities 7 308 534 7 699 793
Current liabilities
Credit facilities, loans and debt securities 17 2 958 313 750 273
Trade and other payables 3 271 644 5 165 576
Liabilities arising from contracts with customers 14 493 899 348 590
Lease liabilities 32 153 31 338
Accounting for subsidies and road lighting modernisation services 19 22 390 20 381
Current income tax liabilities 124 382 12 706
Employee benefit liabilities
Liabilities concerning the equivalent for rights to free purchase
693 778 577 479
of shares 281 281
Financial liabilities measured at fair value 20 1 004 573 494 596
Provisions for other liabilities and other charges 18 4 266 972 6 187 848
Total current liabilities 12 868 385 13 589 068
Total liabilities 20 176 919 21 288 861
TOTAL EQUITY AND LIABILITIES 36 091 533 37 434 972

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(a) H1 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
(loss)/profit
for
the
reporting
period
Net
other
comprehensive
income
-
-
-
-
-
-
-
-
-
(77
348)
(144 252)
(67
730)
90
103
(883)
(54 149)
(145
961)
Net
comprehensive
income
recognised
in
the
period
- - - - (77
348)
(211 982) 89
220
(200 110)
Dividends
As
at
30
June
2023
-
529 731
-
146 575
-
676 306
-
3
348
670
-
108
396
-
10 451 968
(31
387)
1
329
274
(31
387)
15 914 614

(b) H1 2022 (unaudited)

Equity
attributable
to
shareholders
of
the
parent
Share
Reserve
for
capital
revaluation
(nominal
merger
amount)
accounting
Total
and
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
Net
other
comprehensive
income
-
-
-
-
-
-
-
-
-
160 984
739 055
123 584
122 273
2 952
861 328
287 520
Net
comprehensive
income
recognised
in
the
period
- - - - 160 984 862 639 125 225 1
148
848
Dividends - - - - - - (30
129)
(30
129)
Issue
of
ordinary
shares
88 288 - 88 288 662 164 - - - 750 452
Cost
of
issue
of
ordinary
shares
- - - (6
330)
- - - (6
330)
Change
in
non-controlling
interests
in
subsidiaries
- - - - - (25
675)
52 516 26 841
Other - - - - (28) - - (28)
As
at
30
June
2022
529 731 146 575 676 306 3
348
618
269 873 11
473
569
1
323
188
17
091
554

CONSOLIDATED STATEMENT OF CASH FLOWS

For the six-month period ended
Note 30 June 2023
(unaudited)
30 June 2022
(unaudited)
Cash flows from operating activities
Net (loss)/profit for the reporting period
(54 149) 861 328
Adjustments:
Income tax in profit or loss 8 (69 416) 193 660
Depreciation/amortisation 800 260 771 680
Loss on change, sale and liquidation of property, plant and equipment
and right-of-use assets
37 662 24 706
Impairment losses on non-financial non-current assets 792 309 2 577
Loss/(gain) on sale of financial assets 3 714 (142)
Interest income
Dividend income
(39 570)
(93)
(36 130)
(1 163)
Interest costs 162 413 106 996
Loss/(gain) on measurement of financial instruments 639 105 (105 347)
Impairment of financial assets at amortised cost 7 133
Share of profit of associates and jointly controlled entities
Impairment of investments in associates and jointly controlled entities
(4 714)
4 321
(51 897)
Other adjustments (33 841) (12 785)
Total adjustments 2 292 150 899 288
Paid income tax (441 686) (244 682)
Changes in working capital:
CO2 emission allowances
4 034 560 2 576 416
Inventories (490 122) (208 721)
Trade and other receivables (818 885) (1 225 908)
Trade and other payables (1 671 450) 978 089
Employee benefit liabilities
Accounting for subsidies and road lighting modernisation services
157 159
52 053
14 484
25 456
Provisions for other liabilities and charges (1 896 050) 486 743
Total changes in working capital (632 735) 2 646 559
Net cash flows from operating activities 1 163 580 4 162 493
Cash flows from investing activities
Purchase of tangible and intangible assets (1 318 009) (1 310 785)
Proceeds from sale of tangible and intangible assets
Purchase of financial assets
21 475
550
(250 265)
Proceeds from sale of financial assets 37 383 26 881
Purchase of associates and jointly controlled entities (625) (381)
Sale of associates and jointly controlled entities
(Outflows)/inflows concerning funds held at Mine Decommissioning Fund bank account
394
(7 279)
626
1 920
Received interest 38 911 6 105
Other inflows from investing activities 6 753 396
Net cash flows from investing activities (1 220 997) (1 524 953)
Cash flows from financing activities
Credit and loans received 3 901 164
Repayment of credit and loans (2 343 750) (108 875)
Bond buy-back
Dividends paid
(78 055)
(294)
(1 877 055)
Repayment of lease liabilities (33 847) (31 734)
Proceeds from share issue 750 452
Interest paid (123 412) (90 370)
Expenses related to share issue
Other (outflows)/inflows from financing activities

(55)
(6 330)
11 599
Net cash flows from financing activities 1 321 751 (1 352 313)
Total net cash flows 1 264 334 1 285 227
Cash at the beginning of reporting period 1 563 716 4 153 553
Cash at the end of reporting period 2 828 050 5 438 780
including restricted cash 1 307 994 495 601

ADDITIONAL INFORMATION AND EXPLANATIONS

General information

1. General information on the Parent

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

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

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

Poland's State Treasury Other shareholders Total
As at 30 June 2023 52,29% 47,71% 100.00%

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

As at 30 June 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 six-month period ended 30 June 2023 and contain comparative data for the six-month period ended 30 June 2022 and the year ended 31 December 2022.

2. Group composition

As at 30 June 2023, the Group consisted of the parent - ENEA S.A., 30 subsidiaries, including 8 indirect subsidiaries, as well as 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 June 2023
ENEA S.A.'s stake
in total number
of voting rights
as at
31 December 2022
SUBSIDIARIES
1. ENEA Operator Sp. z o.o. distribution Poznań 100% 100%
2. ENEA Wytwarzanie Sp. z o.o. generation Świerże Górne 100% 100%
3. ENEA Elektrownia
Połaniec S.A.
generation Połaniec 100% 100%
4. ENEA Oświetlenie Sp. z o.o. other activity Szczecin 100% 100%
5. ENEA Trading Sp. z o.o. trade Świerże Górne 100%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% 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% 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% 100%
16. ENEA ELKOGAZ Sp. z o.o. generation Warsaw 100%8 100%
17. ENEA Power&Gas
Trading Sp. z o.o.
trade Warsaw 100%10 100%
18. EN101 Sp. z o.o. generation Poznań 100%7,13 -
19. EN102 Sp. z o.o. generation Poznań 100%13 100%
20. EN103 Sp. z o.o. generation Poznań 100%13 100%
21. EN201 Sp. z o.o. generation Poznań 100%13 100%
22. EN202 Sp. z o.o. generation Poznań 100%7,13 -
23. EN203 Sp. z o.o. generation Poznań 100%13 100%
INDIRECT SUBSIDIARIES
24. ENEA Logistyka Sp. z o.o. distribution Poznań 100%3 100%3
25.
26.
ENEA Bioenergia Sp. z o.o.
ENEA Połaniec Serwis
generation
generation
Połaniec
Połaniec
100%1
6
-
100%1
100%1
Sp. z o.o.
EkoTRANS Bogdanka
27. Sp. z o.o. mining Bogdanka 64.57%2 64.57%2
28. RG Bogdanka Sp. z o.o. mining Bogdanka 64.57%2 64.57%2
29. MR Bogdanka Sp. z o.o. mining Bogdanka 64.57%2 64.57%2
30. Łęczyńska Energetyka
Sp. z o.o.
mining Bogdanka 57.27%2 57.27%2
31.
32.
ENEBIOGAZ 1 Sp. z o.o.
ENEBIOGAZ 2 Sp. z o.o.
generation
generation
Radom
Radom
100%4,13
100%4,13
100%4
100%4
JOINTLY CONTROLLED ENTITIES
33. Elektrownia Ostrołęka - Ostrołęka 50%11 50%
Sp. z o.o.
ASSOCIATES
34. Polimex – Mostostal S.A. - Warsaw 16,17%9 16.26%
35. Elektrownia Wiatrowa
Baltica-4 Sp. z o.o.
- Warsaw 33.81% 33.81%
36. Elektrownia Wiatrowa
Baltica-5 Sp. z o.o.
- Warsaw 33.81% 33.81%
37. Elektrownia Wiatrowa
Baltica-6 Sp. z o.o.
- Warsaw 33.76% 33.76%

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

2 – indirect subsidiary through stake in Lubelski Węgiel BOGDANKA S.A.

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

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.

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 6-month period ended 30 June 2023 ENEA S.A. submitted a demand to exercise call options 8 and 9. 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%. 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%.

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 – 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 June 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 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.

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

As at
13 September 2023
President of the Management Board Paweł Majewski
Member of the Management Board, responsible for finance Rafał Mucha
Member of the Management Board, responsible for sales Jakub Kowaleczko
Member of the Management Board, responsible for corporate affairs Dariusz Szymczak
Member of the Management Board, responsible for operations Marcin Pawlicki
Member of the Management Board, responsible for strategy and development Lech Żak

Supervisory Board

As at As at
30 June 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 Roman Stryjski Roman Stryjski
Supervisory Board
Secretary of the Supervisory Board Mariusz Pliszka Mariusz Pliszka
Member of the Supervisory Board Aleksandra Agatowska 13 March 2023 Łukasz Ciołko
Member of the Supervisory Board Mariusz Damasiewicz Mariusz Damasiewicz
Member of the Supervisory Board Aneta Kordowska Aneta Kordowska
Member of the Supervisory Board Tomasz Lis Tomasz Lis
Member of the Supervisory Board Paweł Łącki Paweł Łącki
Member of the Supervisory Board Mariusz Romańczuk Mariusz Romańczuk
Member of the Supervisory Board Piotr Zborowski Piotr Zborowski

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, with effect from 31 July 2023.

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

Condensed consolidated interim financial statements for the period from 1 January to 30 June 2023 in PLN 000s

As at
13 September 2023
Chairperson of the Supervisory Board Łukasz Ciołko
Deputy Chairperson of the Supervisory Board Roman Stryjski
Secretary of the Supervisory Board Mariusz Pliszka
Member of the Supervisory Board Mariusz Damasiewicz
Member of the Supervisory Board Aneta Kordowska
Member of the Supervisory Board Tomasz Lis
Member of the Supervisory Board Paweł Łącki
Member of the Supervisory Board Mariusz Romańczuk

4. Basis for preparing financial statements

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

The Parent's Management Board used its best knowledge as to the application of standards and interpretations as well as methods and rules for the measurement of items in ENEA Group's condensed consolidated interim financial statements in accordance with EU IFRS as at 30 June 2023. The presented tables and explanations are prepared with due diligence. These condensed consolidated interim financial statements have been reviewed by a statutory auditor. The accounting rules 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 June 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 in bonds (Bond Issue Program Agreement signed with PKO BP S.A., Bank Pekao S.A. and mBank S.A.) from non-current to current liabilities (maturing in June 2024). In terms of managing liquidity risk, ENEA Group aims to ensure the availability of cash at a stable level that allows for the timely payment of obligations. 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. In accordance with the assumption, the actions taken should make it possible to continue operations in the event of a liquidity crisis for the period necessary to activate the emergency 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 available 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
six-month
period
ended
30
June
2022
For
the
three-month
period
ended
30
June
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
14
730
432
- 14
730
432
7
475
160
- 7
475
160
Excise
duty
(26
505)
- (26
505)
(12
696)
- (12
696)
Net
revenue
from
sales
14
703
927
- 14
703
927
7
462
464
- 7
462
464
Revenue
from
operating
leases
and
subleases
7
134
- 7
134
2
231
- 2
231
Revenue
from
sales
and
other
income
14
711
061
- 14
711
061
7
464
695
- 7
464
695
Other
operating
revenue
Use
of
materials
and
raw
materials
and
value
of
goods
sold
Other
items
128
081
(4
106
615)
(9
668
124)
(39
165)
(103
493)
-
88 916
(4
210
108)
(9
668
124)
78
500
(2
211
704)
(4
947
042)
-
(36
009)
-
78
500
(2
247
713)
(4
947
042)
Operating
profit
1
064
403
(142
658)
921 745 384 449 (36
009)
348 440
Gains
on
currency
derivative
instruments
not
used
in
hedge
accounting
- 142 658 142 658 - 36 009 36 009
Other
items
(9
415)
- (9
415)
11 703 - 11 703
Profit
before
tax
1
054
988
- 1
054
988
396 152 - 396 152
Income
tax
Net
profit
for
the
reporting
period
(193
660)
861 328
-
-
(193
660)
861 328
(82
719)
313 433
-
-
(82
719)
313 433
Net
other
comprehensive
income
287
520
- 287
520
208
105
- 208
105
Comprehensive
income
for
the
reporting
period
1
148
848
- 1
148
848
521 538 - 521 538
Including
net
profit:
attributable
to
shareholders
of
the
Parent
attributable
to
non-controlling
interests
739 055
122
273
-
-
739 055
122
273
244 073
69
360
-
-
244 073
69
360
Including
comprehensive
income:
attributable
to
shareholders
of
the
Parent
attributable
to
non-controlling
interests
1
023
623
125
225
-
-
1
023
623
125
225
449 226
72
312
-
-
449 226
72
312

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 June 2023 are as follows:

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
8
214
737
2
424
666
10
969
456
215
060
74
951
21
898
870
Inter-segment
sales
2
700
859
28
175
1
754
790
1
604
660
244
516
(6
333
000)
Total
net
revenue
from
sales
Compensations
10
915
596
1
892
333
2
452
841
222
607
12
724
246
1
819
720
319
467
(6
333
000)
21
898
870
2
114
940
Revenue
from
operating
leases
and
subleases
485 5
327
2
110
(149) 7
773
Revenue
from
sales
and
other
income
12
807
929
2
675
448
12
724
731
1
825
047
321
577
(6
333
149)
24
021
583
Total
costs
(12
737
926)
(2
175
472)
(11
887
972)
(2
278
696)
(278
943)
6
123
192
(23
235
817)
Segment
result
70
003
499
976
836
759
(453
649)
42
634
(209
957)
785
766
Depreciation/amortisation
Reversal
/
(recognition)
of
impairment
loss
on
non-financial
non-current
assets
(1
075)
(359
422)
(231
733)
1
134
(183
268)
(793
443)
(36
641)
Segment
result
-
EBITDA
71
078
859
398
1
067
358
523
062
79
275
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
0.6% 32.1% 8.4% 28.7% 24.7% (62
139)
Operating
profit
723
627
Finance
costs
Finance
income
(266
985)
76
907
Losses
on
currency
derivative
instruments
not
used
in
hedge
accounting
(657
600)
Dividend
income
93
Share
of
results
of
associates
and
jointly
controlled
entities
Impairment
of
investments
in
associates
and
jointly
controlled
entities
4
714
(4
321)
Gross
loss
(123
565)
Income
tax
69
416
Net
loss
(54
149)
Share
of
profit
attributable
to
non-controlling
interests
90
103

Segment results for the period from 1 April to 30 June 2023 are as follows:

TRADE DISTRIBUTION GENERATION MINING OTHER
ACTIVITY
EXCLUSIONS TOTAL
Net
revenue
from
sales
3
925
806
1
184
217
5
350
311
95
116
37
674
10
593
124
Inter-segment
sales
Total
net
revenue
from
sales
549
603
4
475
409
10
227
1
194
444
828
679
6
178
990
786
121
881
237
127
455
165
129
(2
302
085)
(2
302
085)

10
593
124
Compensations 792
855
100
977
893
832
Revenue
from
operating
leases
and
subleases
246 3
126
387 (74) 3
685
Revenue
from
sales
and
other
income
5
268
264
1
295
421
6
179
236
884
363
165
516
(2
302
159)
11
490
641
Total
costs
(5
198
091)
(1
044
032)
(5
718
324)
(1
500
863)
(138
897)
2
253
942
(11
346
265)
Segment
result
70
173
251
389
460
912
(616
500)
26
619
(48
217)
144
376
Depreciation/amortisation
Reversal
/
(recognition)
of
impairment
loss
on
non-financial
non-current
assets
(486)
(181
474)
(117
327)
1
134
(85
315)
(764
774)
(17
901)
Segment
result
-
EBITDA
70
659
432
863
577
105
233
589
44
520
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
1.3% 33.4% 9.3% 26.4% 26.9% (32
241)
Operating
profit
112
135
Finance
costs
Finance
income
(129
215)
41
522
Losses
on
currency
derivative
instruments
not
used
in
hedge
accounting
(514
133)
Dividend
income
93
Share
of
results
of
associates
and
jointly
controlled
entities
Impairment
of
investments
in
associates
and
jointly
controlled
entities
4
187
(1
047)
Gross
loss
(486
458)
Income
tax
181
033
Net
loss
(305
425)
Share
of
profit
attributable
to
non-controlling
interests
41
040

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

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

(2
815
130)
14
703
927
Total
net
revenue
from
sales
6
599
987
1
790
399
7
400
068
1
458
405
270
198
(2
815
130)
14
703
927
Revenue
from
operating
leases
and
subleases
437 3
926
2
800
(29) 7
134
Revenue
from
sales
and
other
income
6
599
987
1
790
399
7
400
505
1
462
331
272
998
(2
815
159)
14
711
061
Total
costs
(6
777
580)
(1
504
066)
(6
947
139)
(1
034
838)
(249
216)
2
766
802
(13
746
037)
Segment
result
(177
593)
286
333
453
366
427
493
23
782
(48
357)
965
024
Depreciation/amortisation
Reversal
/
(recognition)
of
impairment
loss
on
non-financial
non-current
assets
(1
344)
(347
549)
(221
130)
1
737
(174
482)
(4
314)
(36
891)
Segment
result
-
EBITDA
(176
249)
633
882
672
759
606
289
60
673
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
(2,7%) 35.4% 9.1% 41.5% 22.2% (43
279)
Operating
profit
921
745
Finance
costs
Finance
income
(142
639)
87
297
Gains
on
currency
derivative
instruments
not
used
in
hedge
accounting
142 658
Dividend
income
Impairment
of
financial
assets
at
amortised
cost
Share
of
results
of
associates
and
jointly
controlled
entities
1
163
(7
133)
51
897
Gross
profit
1
054
988
Income
tax
(193
660)
Net
profit
861
328
Share
of
profit
attributable
to
non-controlling
interests
122
273

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

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

(1
306
804)
7
462
464
Total
net
revenue
from
sales
3
216
174
881
522
3
809
222
728
638
133
712
(1
306
804)
7
462
464
Revenue
from
operating
leases
and
subleases
237 1
954
64 (24) 2
231
Revenue
from
sales
and
other
income
3
216
174
881
522
3
809
459
730
592
133
776
(1
306
828)
7
464
695
Total
costs
(3
200
255)
(735
143)
(3
865
190)
(490
752)
(115
292)
1
312
387
(7
094
245)
Segment
result
15
919
146
379
(55
731)
239
840
18
484
5
559
370
450
Depreciation/amortisation
Reversal
/
(recognition)
of
impairment
loss
on
non-financial
non-current
assets
(659)
(176
983)
(110
165)
1
737
(87
761)
(4
264)
(18
044)
Segment
result
-
EBITDA
16
578
323
362
52
697
331
865
36
528
%
of
revenue
from
sales
and
other
income
Unallocated
costs
at
Group
level
(administrative
expenses)
0,5% 36.7% 1.4% 45.4% 27.3% (22
010)
Operating
profit
348
440
Finance
costs
Finance
income
(73
524)
71
537
Gains
on
currency
derivative
instruments
not
used
in
hedge
accounting
36 009
Dividend
income
Impairment
of
financial
assets
at
amortised
cost
Share
of
results
of
associates
and
jointly
controlled
entities
1
163
(3
468)
15
995
Gross
profit
396
152
Income
tax
(82
719)
Net
profit
313
433
Share
of
profit
attributable
to
non-controlling
interests
69
360

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

Trade Distribution Generation Mining Other
activity
Exclusions Total
Property,
plant
and
equipment
14
447
11
419
583
5
920
721
2
633
822
361
824
(623
091)
19
727
306
Trade
and
other
receivables
4
196
193
696
968
3
082
357
403
828
712
918
(3
073
521)
6
018
743
Costs
related
to
the
conclusion
of
agreements
20
128
- - - - - 20
128
Assets
arising
from
contracts
with
customers
379
816
341
357
268 - 9
023
(43
582)
686
882
Total 4
610
584
12
457
908
9
003
346
3
037
650
1
083
765
(3
740
194)
26
453
059
ASSETS
excluded
from
segments
-
including
property,
plant
and
equipment
-
including
trade
and
other
receivables
9
638
474
10
841
46
314
TOTAL
ASSETS
36
091
533
Trade
and
other
payables
802
657
1
010
315
1
609
274
460
178
151
725
(1
110
683)
2
923
466
Liabilities
arising
from
contracts
with
customers
2
096
523
424
394
598 20 (2
006
420)
515
115
Total 2
899
180
1
434
709
1
609
274
460
776
151
745
(3
117
103)
3
438
581
Equity
and
liabilities
excluded
from
segments
-
including
trade
and
other
payables
32
652
952
370
728
TOTAL
EQUITY
AND
LIABILITIES
36
091
533
for
the
6-month
period
ending
30
June
2023
Investment
expenditures
on
property,
plant
and
equipment
and
intangible
assets
Investment
expenditures
on
property,
plant
and
equipment
- 679
559
194
462
338
321
33
015
(43
705)
1
201
652
and
intangible
assets
excluded
from
segments
Depreciation/amortisation
Amortisation
excluded
from
segments
1
075
359
422
231
733
183
268
36
641
(13
003)
-
799
136
1
124
Recognition/(reversal/use)
of
impairment
losses
on
receivables
4
917
53 3 152 (190) - 4
935
(Reversal)
/
recognition
of
impairment
losses
on
non-financial
non-current
assets
- - (1
134)
793
443
- - 792
309

Other information concerning segments as at 31 December 2022 and for the six-month period ended on 30 June 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
6-month
period
ending
30
June
2022
Investment
expenditures
on
property,
plant
and
equipment
and
intangible
assets
218 608
107
171
184
261
678
22
317
(24
163)
1
039
341
Investment
expenditures
on
property,
plant
and
equipment
-
and
intangible
assets
excluded
from
segments
Depreciation/amortisation 1
344
347
549
221
130
174
482
36
891
(11
258)
770
138
Amortisation
excluded
from
segments
1
542
Recognition/(reversal/use)
of
impairment
losses
on
receivables
(305) (1
243)
(3
622)
72 (228) - (5
326)
(Reversal)
/
recognition
of
impairment
losses
on
non-financial
non-current
assets
- - (1
737)
4
314
- - 2
577

Explanatory notes to the consolidated statement of comprehensive income

7. Revenue from sales

Net revenue from sales

For the six-month period ended
30 June 2023 30 June 2022
Revenue from the sale of electricity 18 271 692 11 530 592
Revenue from the sale of distribution services 2 317 490 1 645 899
Revenue from connection fees 64 449 36 914
Revenue from the sale of goods and materials 88 188 108 387
Revenue from the sale of other products and services 84 166 108 368
Revenue from origin certificates 14 395 438
Revenue from the sale of industrial heat 319 486 253 897
Revenue from the sale of coal 191 127 400 845
Revenue from the sale of gas 75 239 170 955
Revenue from Capacity Market 472 638 447 632
Total net revenue from sales 21 898 870 14 703 927

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 six-month period ended
30 June 2023 30 June 2022
Revenue from continuous services 21 456 545 14 048 975
Revenue from services provided at specified time 442 325 654 952
Total 21 898 870 14 703 927

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.

In its consolidated statement of comprehensive income for the first half of 2023, the Group recognised PLN 2 114 940 thousand in compensation-related revenue.

ENEA S.A. recognised compensation revenue in H1 2023 amounting to PLN 1 892 333 thousand, of which:

  • PLN 1 149 700 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 742 633 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 H1 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 May 2023. Applications for June 2023 were filed on 18 and 20 July 2023 - the amount of compensation for June 2023 is included in the Company's revenue on an estimated basis and does not materially differ from that which was stated in the application.

In the first half of 2023, ENEA S.A. received PLN 980 180 thousand of the PLN 1 892 333 thousand in compensations recognised in the statement of comprehensive income. The remaining PLN 912 153 thousand as of 30 June 2023 was due to be received by the Company. In addition, 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 in accordance with 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, ENEA S.A. received advances for December 2022, January 2023 and February 2023, totalling PLN 1 001 162 thousand. In the statement of financial position, the Company recognised the difference between the received advances and the Compensations due, in the amount of PLN 89 009 thousand, under 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 first half of 2023, ENEA Operator Sp. z o.o. received PLN 149 548 thousand out of the PLN 222 607 thousand of Compensation recognised in the statement of comprehensive income (value of Compensation from Zarządca Rozliczeń: PLN 252 527 thousand less carryover charges of PLN 29 920 thousand). The remaining amount of PLN 102 979 thousand as of 30 June 2023 was due to be received by the company. In addition, in accordance with the provisions of art. 14 of the Act of 7 October 2022 on special solutions for the protection of electricity consumers in 2023 due to the situation on the electricity market, the company received advance payments for January and February 2023 in the total amount of PLN 113 318 thousand. In the statement of financial position, the difference between the advances received and the compensation due, amounting to PLN 10 339 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 June 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 622 526 (122 832)
(Charge)/addition to other comprehensive income 34 238 (19 798)
Net deferred income tax assets at the end of period, including: 1 435 617 778 853
- deferred income tax assets at the end of period 1 987 621 1 315 108
- deferred income tax provision at the end of period 552 004 536 255

In the 6-month period ended 30 June 2023, the Group's profit before tax was increased as a result of an increase in net deferred income tax assets by PLN 622 526 thousand (in the 6-month period ended 30 June 2022 the increase of the Group's profit before tax as a result of an increase in net deferred income tax assets amounted to PLN 60 348 thousand).

The effective percentage addition to profit before tax for current and deferred income tax, presented in the consolidated statement of comprehensive income in the amount of PLN 69 416 thousand, deviates from the effective percentage charge in the comparative period primarily due to the recognition for the first time of deferred income tax on the measurement of forward transactions.

Explanatory notes to the consolidated statement of financial position

9. Property, plant and equipment

In the 6-month period ended 30 June 2023 the Group purchased property, plant and equipment items for a total of PLN 1 173 052 thousand (in the 6-month period ending 30 June 2022: PLN 1 028 795 thousand). These amounts mainly concern the generation segment (PLN 209 417 thousand), mining (PLN 337 672 thousand) and distribution (PLN 611 022 thousand).

In the 6-month period ended 30 June 2023 the Group sold and liquidated property, plant and equipment items with a total net book value of PLN 48 220 thousand (in the 6 months ended 30 June 2022: PLN 36 689 thousand).

In the 6-month period ended 30 June 2023, impairment losses on property, plant and equipment increased by PLN 786 678 thousand on a net basis (in the 6-month period ended 30 June 2022 impairment of property, plant and equipment increased by PLN 1 968 thousand on a net basis).

As at 30 June 2023, total impairment of property, plant and equipment amounted to PLN 5 702 918 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 1 459 995 thousand as at 30 June 2023 (as at 31 December 2022: PLN 1 517 043 thousand).

The Group has estimated the fair value of the Mining CGU (LWB). The Group has recognised an impairment loss of PLN 748 815 thousand on non-financial non-current assets in the Mining segment in these condensed consolidated interim financial statements. Details are presented in note 29.

10. Intangible assets

In the 6-month period ended 30 June 2023 the Group purchased intangible assets worth PLN 28 600 thousand (in the 6-month period ended 30 June 2022 the Group purchased intangible assets worth PLN 10 546 thousand).

In the 6-month period ended 30 June 2023 the Group did not conduct significant sales or liquidations of intangible assets (in the 6-month period ended 30 June 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 325 708 thousand as at 30 June 2023 (as at 31 December 2022: PLN 76 517 thousand).

11. Investments in associates and jointly controlled entities

As
at
30
June
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% 16.17% 33.81% 33.81% 33.76%
Current
assets
27 835 1
745
357
117 110 288 1
773
707
Non-current
assets
76 530 680
734
- 6 - 757
270
Total
assets
104 365 2
426
091
117 116 288 2
530
977
Current
liabilities
25 946 1 182 807 1 245 1 277 111 1
211
386
Non-current
liabilities
- 265 657 - - - 265
657
Total
liabilities
25 946 1 448 464 1 245 1 277 111 1
477
043
Net
assets
78 419 977
627
(1 128) (1 161) 177 1 053
934
Share
in
net
assets
- 158
082
- - 60 158
142
Goodwill 7
080
15 954 - - 216 23
250
Impairment
of
goodwill
(7
080)
- - - - (7 080)
Elimination
of
unrealised
gains/losses
- (5
827)
- - - (5
827)
Book
value
of
equity-accounted
investments
at
30
June
2023
- 168
209
- - 276 168
485

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 5 827 thousand.

Despite the value of the share in the net assets of Elektrownia Ostrołęka Sp. z o.o. being positive, the Group, in accordance with the prudent valuation principle, recognized the shares in this company at zero value in its 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
Non-current
liabilities
521
412
-
1
620
793
262
044
1 201
-
1 214
-
81
-
2
144
701
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 June 2023 31 December 2022
As at the beginning of period 163 317 137 881
Change in the change in net assets 4 714 24 970
Purchase of investments 848 1 123
Sale of investments (394) (657)
As at the reporting date 168 485 163 317

Implementation of project to build Elektrownia Ostrołęka C

As of 30 June 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, with effect from 28 April 2023, a receivables set-off agreement was concluded between 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 (as amended) with a value of PLN 170 000 thousand plus accrued interest, with a total receivable value of PLN 202 657 thousand, and the receivables of Elektrownia Ostrołęka Sp. z o.o. against ENEA S.A. on account of its commitment 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 of the loan was offset by the impairment of the newlyacquired share of Elektrownia Ostrołęka Sp. z o.o.

12. Inventories

Inventories

As at
30 June 2023 31 December 2022
Materials 2 127 076 1 829 702
Semi-finished products and production in progress 3 942 798
Finished products 95 162 10 948
Energy origin certificates 270 814 157 443
Goods 26 459 22 933
Gross value of inventory 2 523 453 2 021 824
Impairment of inventory (42 101) (41 974)
Net value of inventory 2 481 352 1 979 850

In the 6-month period ended 30 June 2023, impairment losses on inventory increased by PLN 127 thousand (in the 6-month period ended 30 June 2022 impairment of inventory increased by PLN 1 103 thousand).

13. Energy origin certificates

Energy origin certificates

As at
30 June 2023
31 December 2022
147 910 416 137
210 563 337 899
29 393 217 519
(124 824) (819 740)
(1 761) -
- (3 905)
261 281 147 910

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 - (98 199)
account in the opening balance for liabilities arising
from contracts with customers
Increase due to advance payments received - 2 434
from customers
Liabilities resulting from sales adjustments - (159)
Impairment (120) -
As at 31 December 2022 623 900 364 412
Change in non-invoices receivables 63 077 -
Revenue recognised in a period that was taken into
account in the opening balance for liabilities arising - (4 399)
from contracts with customers
Increase due to advance payments received - 109 766
from customers
Liabilities resulting from sales adjustments - 45 336
Impairment (95) -
As at 30 June 2023 686 882 515 115

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

15. Restricted cash

As at 30 June 2023, the Group's restricted cash amounted to PLN 1 307 994 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 June 2023 31 December 2022
Bank credit 2 668 083 1 279 820
Loans 19 209 25 015
Bonds 704 963 2 782 472
Long-term 3 392 255 4 087 307
Bank credit 768 561 555 614
Loans 11 532 12 820
Bonds 2 178 220 181 839
Short-term 2 958 313 750 273
Total 6 350 568 4 837 580

In the 6-month period ended 30 June 2023, the book value of credit facilities, loans and debt securities increased by PLN 1 512 988 thousand on a net basis (6-month period ended 30 June 2022: down by PLN 1 961 298 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 June
2023
Debt at 31
December
2022
Interest Contract
period
1. ENEA S.A. EIB 18 October 2012 (A)
and 19 June 2013
(B)
1 425 000 700 010 762 717 Fixed interest
rate
or
WIBOR 6M
+ margin
17 June 2030
2. ENEA S.A. EIB 29 May 2015 (C) 946 000 683 500 722 500 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 2 000 000 - 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. BGK 7 September 2020
Annex 3 of 27
October 2022
1 250 000 - - WIBOR 1M
+margin
28 July 2023
7. 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
8. ENEA S.A. Pekao S.A. 21 October 2022 750 000 - - EURIBOR
1M+margin
21 October
2023

9. ENEA Ciepło
Sp. z o.o.
National Fund for
Environmental
Protection and
Water
Management
(NFOŚiGW)
22 December
2015
60 075 24 489 28 036 WIBOR 3M,
no less than
2%
20 December
2026
10. Other - - - 6 252 9 869 - -
TOTAL 8 081 075 3 414 251 1 859 678
Transaction costs
and effect of
measurement using
effective interest
rate
53 134 13 591
TOTAL 8 081 075 3 467 385 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 June 2023 amounted to PLN 24 489 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 June 2023
Value of
outstanding bonds
as at 31 December 2022
Interest Buy-back
deadline
1. Bond issue program
agreement with BGK
15 May 2014 1 000 000 520 000 560 000 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
700 000 342 503 380 558 WIBOR 6M
+ margin
Buy-back in
tranches, last
tranche due in
September 2027
Total 6 700 000 2 862 503 2 940 558
Transaction costs and
effect of measurement
using effective interest rate
20 680 23 753
Total 6 700 000 2 883 183 2 964 311

In the 6-month period ended on 30 June 2023, ENEA S.A. did not execute new bond issue program agreements.

Interest rate hedges and currency hedges

In the 6-month period ended 30 June 2023 ENEA S.A. did not execute interest rate swaps. The total bond and credit exposure hedged with IRSs as at 30 June 2023 amounted to PLN 3 052 469 thousand. Moreover, ENEA S.A. has fixed-rate credit agreements totalling PLN 396 713 thousand. These transactions have material impact on the predictability of expense flows and finance costs. The Company presents the measurement of these instruments in the item: Financial assets measured at fair value. Derivative instruments are treated as cash flow hedges, which is why they are recognised and accounted for using hedge accounting rules.

As at 30 June 2023, financial assets at fair value concerning IRSs amounted to PLN 154 980 thousand (31 December 2022: PLN 252 902 thousand).

In the 6-month period ended 30 June 2023 the Company did not execute FX forward transactions. The measurement of this instrument as at 30 June 2023 was PLN 0 (PLN 0 thousand as at 31 December 2022).

During the six-month period ended 30 June 2023, ENEA Nowa Energia Sp. z o.o. did not enter into any FX forward hedging transactions. The measurement of these instruments as at 30 June 2023 was PLN (452) thousand (PLN (160) thousand as at 31 December 2022).

During the six-month period ended 30 June 2023, ENEA Centrum Sp. z o.o. concluded 4 FX Forward transactions with a total value of EUR 127 thousand. Measurement of these instruments as at 30 June 2023 was PLN (121) thousand (PLN (249) thousand as at 31 December 2022).

During the six-month period ended 30 June 2023, ENEA Trading Sp. z o.o. concluded a total of 191 FX Forward buy/sell transactions for a value of EUR 765 372 thousand. The measurement of these instruments as at 30 June 2023 was PLN 902 709 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. As at 30 June 2023, the debt ratio of the subsidiaries under the loan agreements signed with the European Investment Bank ("EIB Agreements"), exceeded the permissible level, due to, inter alia, the result of a decrease in ENEA S.A.'s debt due to the systematic repayment of its working capital loans. In addition, this level was significantly affected by the negative valuation of FX Forward contracts for EUR, executed by ENEA Trading Sp. z o.o. in order to hedge the currency risk concerning the purchase of CO2 emission allowances. Taking this into account, ENEA S.A. applied to the EIB for a socalled waiver, estimating that after the spin-off of generating companies from ENEA Group to the National Energy Security Agency, the valuation of FX Forward contracts will no longer have a negative impact on financial results.

Under the provisions of the EIB Agreements, exceeding the debt ratio of the subsidiaries does not result in the immediate maturity of the loans, but gives the EIB the right to issue a call for corrective action, which the EIB has not exercised. At the same time, as at the date of these condensed consolidated interim financial statements and in the first half of 2023 the Group was not required to repay any financial debt early.

18. Provisions

In the 6-month period ended 30 June 2023, provisions for other liabilities and charges decreased on a net basis by PLN 1 901 072 thousand (6-month period ended 30 June 2022: increase by PLN 444 591 thousand).

Change in provisions for other liabilities and charges in the period ended 30 June 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
5 382 - 848 - - 4
776
- - 11
006
Increase
in
existing
provisions
32 130 7
153
1 422 249
602
3
738
301
- - 9
554
4
038
162
Use
of
provisions
(214) (18
213)
- (177
911)
(5
548
634)
- (184
148)
(12
769)
(5
941
889)
Reversal
of
unused
provision
(5) (273) - (3
413)
(41) (4
607)
- (12) (8
351)
As
at
30
June
2023
230
646
122
711
55
579
274
433
3
689
158
147
132
480
670
232
535
5
232
864
Long-term 965
892
Short-term 4
266
972

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
Short-term
946
088
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 6-month period ended 30 June 2023 ENEA S.A. used the provision for onerous contracts in the amount of PLN 184 148 thousand.

Other provisions mainly concern:

potential liabilities related to grid assets resulting from differences in the interpretation of regulations PLN 201 947 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 June 2023 31 December 2022
Long-term
Accounting for deferred revenue - subsidies 422 269 375 376
Accounting for deferred revenue - road lighting modernisation services 123 994 118 528
Total non-current deferred revenue 546 263 493 904
Short-term
Accounting for deferred revenue - subsidies 16 132 14 478
Accounting for deferred revenue - road lighting modernisation services 6 258 5 903
Total current deferred revenue 22 390 20 381

Schedule for accounting for deferred revenue

As at
30 June 2023 31 December 2022
Up to one year 22 390 20 381
From one to five years 86 707 79 536
Over five years 459 556 414 368
Total deferred revenue 568 653 514 285

In the 6-month period ended 30 June 2023, the book value of grant accounting and road lighting modernisation services increased by PLN 54 368 thousand on a net basis (in the 6-month period ended 30 June 2022, the book value of grant accounting and road lighting modernisation services increased by a net amount of PLN 26 872 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
June
2023
As
at
31
December
2022
Book
value
Fair
value
Book
value
Fair
value
FINANCIAL
ASSETS
Long-term 273
768
70
963
312
915
161
391
Financial
assets
measured
at
fair
value
70
963
70
963
161
391
161
391
Trade
and
other
receivables
46
599
(*) 2
431
(*)
Finance
lease
and
sublease
receivables
1
002
(*) 1
168
(*)
Funds
in
the
Mine
Decommissioning
Fund
155
204
(*) 147
925
(*)
Short-term 8
596
355
365
977
6
402
022
382
546
Financial
assets
measured
at
fair
value
365
977
365
977
382
546
382
546
Debt
financial
assets
at
amortised
cost
- (*) 42 004 (*)
Assets
arising
from
contracts
with
customers
686
882
(*) 623
900
(*)
Trade
and
other
receivables
4
714
237
(*) 3
788
552
(*)
Finance
lease
and
sublease
receivables
1
209
(*) 1
304
(*)
Cash
and
cash
equivalents
2
828
050
(*) 1
563
716
(*)
TOTAL
FINANCIAL
ASSETS
8
870
123
436
940
6
714
937
543
937
FINANCIAL
LIABILITIES
Long-term 4
136
112
3
454
514
4
744
941
4
014
107
Credit
facilities,
loans
and
debt
securities
3
392
255
3
333
356
4
087
307
4
013
858
Lease
liabilities
600
149
(*) 625
120
(*)
Trade
and
other
payables
22
550
(*) 32
265
(*)
Financial
liabilities
measured
at
fair
value
121
158
121
158
249 249
Short-term 6
634
010
3
962
886
6
165
741
1
244
869
Credit
facilities,
loans
and
debt
securities
2 958
313
2 958
313
750
273
750
273
Lease
liabilities
32
153
(*) 31
338
(*)
Trade
and
other
payables
2
548
867
(*) 4
843
204
(*)
Liabilities
arising
from
contracts
with
customers
90
104
(*) 46
330
(*)
Financial
liabilities
measured
at
fair
value
1 004
573
1 004
573
494
596
494
596
TOTAL
FINANCIAL
LIABILITIES
10
770
122
7
417
400
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 June 2023
Level 1 Level 2 Level 3 Total
Financial assets measured at fair value 24 286 393 795 18 859 436 940
Derivative instruments used in hedge accounting
(e.g. interest rate swaps)
- 154 980 - 154 980
Equity instruments at fair value through other
comprehensive income
- - 12 587 12 587
Call options (at fair value through profit or loss) - 14 172 - 14 172
Other derivative instruments at fair value through profit
or loss
- 224 643 - 224 643
Interests at fair value through profit or loss 24 286 - 6 272 30 558
Total 24 286 393 795 18 859 436 940
Financial liabilities measured at fair value - (1 125 731) - (1 125 731)
Derivative instruments at fair value through profit or loss - (1 125 731) - (1 125 731)
Credit facilities, loans and debt securities - (6 291 669) - (6 291 669)
Total - (7 417 400) - (7 417 400)
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 June 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 6-month period ended 30 June 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 June 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 6-month period ended 30 June 2023 ENEA S.A. submitted a demand to exercise call option no. 8 and no. 9 and made a transfer for 187 500 shares (call option 8) and 125 000 shares (call option 9) 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%. As at 30 June 2023, ENEA S.A. held a 16.17% stake in Polimex Mostostal S.A. A fair-value measurement of the call options was prepared using the Black-Scholes model. The book value of these options as at 30 June 2023 was PLN 14 172 thousand (at 31 December 2022: PLN 17 844 thousand).

Moreover, the Group's financial assets at fair value, worth PLN 224 643 thousand (PLN 233 026 thousand as of 31 December 2022) and financial liabilities worth PLN 1 125 731 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 594 786 thousand (PLN 1 197 thousand concerns procurement contracts and PLN 593 589 thousand concerns sales contracts).

21. Debt financial assets at amortised cost

Debt financial assets at amortised cost

As at
30 June 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 June 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 June 2023 31 December 2022
Impairment at the beginning of period 111 273 128 534
Created 9 956 10 614
Reversed (862) (5 485)
Used (4 159) (22 390)
Impairment at the reporting date 116 208 111 273

In the 6-month period ended 30 June 2023, impairment of trade and other receivables increased by PLN 4 935 thousand (in the 6-month period ended 30 June 2022 impairment declined by PLN 5 326 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 June 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

As at 30 June 2023
Nominal value
Impairment
Book value
Trade and other receivables
Current 4 451 932 (8 468) 4 443 464
Overdue 425 112 (107 740) 317 372
0-30 days 194 147 (363) 193 784
31-90 days 47 991 (3 420) 44 571
91-180 days 24 235 (4 947) 19 288
over 180 days 158 739 (99 010) 59 729
Total 4 877 044 (116 208) 4 760 836
Assets arising from contracts with customers 687 254 (372) 686 882

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

In the consolidated statement of financial position, the item Trade and other receivables also includes amounts that are not financial instruments in the amount of PLN 1 304 221 thousand. These are primarily receivables from taxes and advance payments.

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

In the consolidated statement of financial position, the item Trade and other receivables also includes amounts that are not financial instruments in the amount of PLN 1 481 613 thousand. These are primarily receivables from taxes and advance payments.

Other explanatory notes

24. Related-party transactions

Group companies execute transactions with the following related parties:

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

Transactions with members of the Group's corporate authorities:

For the six-month period ended
Item Company's Management Board Company's Supervisory Board
30 June 2023 30 June 2022 30 June 2023 30 June 2022
Remuneration under management contracts 5 634* 1 946 - -
Remuneration under appointment to
management or supervisory bodies
- - 385 385
TOTAL 5 634 1 946 385 385

* 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 3 429 thousand.

In the 6-month period ended 30 June 2023, no loans were made to Supervisory Board members from the Company Social Benefit Fund (PLN 0 thousand for the 6-month period ended 30 June 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 June 2023 under an agreement between ENEA S.A. and Bank PKO BP S.A. and BGK up to a limit specified in the agreement.

List of guarantees issued as at 30 June 2023

Guarantee issue
date
Guarantee validity Entity for which
the guarantee was issued
Bank - issuer Guarantee amount
in PLN 000s
4 August 2021
1 April 2023
15 July 2023
30 April 2024
Vastint Poland sp. z o.o.
Telewizja Polska S.A.
PKO BP S.A.
BGK
1 045
2 442
Total bank guarantees 3 487

The value of other guarantees issued by the Group as at 30 June 2023 was PLN 4 801 thousand.

25.2. On-going proceedings in courts of general competence

Proceedings initiated by the Group

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

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

At 30 June 2023, a total of 23 761 cases initiated by the Group were in progress before courts of general competence, worth in aggregate PLN 139 901 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 June 2023, a total of 2 153 cases against the Group were in progress before courts of general competence, worth in aggregate PLN 1 098 900 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 June 2023, the Group recognised a provision for claims concerning non-contractual use of land amounting to PLN 230 646 thousand.

25.4. Cases concerning the non-balancing in 2012

On 30 and 31 December 2014, ENEA S.A. made requests for a settlement attempt in relation to:

Amount demanded in
PLNk
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 the requests were claims for payment for electricity incorrectly billed on the balancing market in 2012. The summonsed companies, by not agreeing to ENEA S.A. issuing invoices for 2012, unjustifiably obtained material benefits from this.

Due to the lack of an amicable settlement in the above case, ENEA S.A. filed appropriate suits against:

  • TAURON Polska Energia S.A. suit dated 10 December 2015,
  • TAURON Sprzedaż GZE Sp. z o. o. suit dated 10 December 2015,
  • PKP Energetyka S.A. (currently PGE Energetyka Kolejowa S.A.) suit dated 28 December 2015,
  • PGE Polska Grupa Energetyczna S.A. suit dated 29 December 2015.

In the case of ENEA S.A. vs. Tauron Polska Energia S.A. and others (file reference: XIII GC 600/15/AM), on 23 March 2021 the District Court in Katowice issued a ruling dismissing the claim in its entirety and awarded the costs of the proceedings to the main defendant and the other defendants. On 20 May 2021, the ruling was served with a written statement of reasons. On 10 June 2021, ENEA S.A. filed an appeal to the Court of Appeals in Katowice.

In the case of ENEA S.A. vs. TAURON Sprzedaż GZE Sp. z o.o. (ref. no.: X GC 546/15), the District Court in Gliwice on 21 December 2021 issued a ruling dismissing the claim in its entirety and awarded the costs of the proceedings to the defendant. On 3 March 2022, the court served the ruling with a written statement of reasons. On 17 March 2022, ENEA S.A. filed an appeal to the Court of Appeals in Katowice.

In the case of ENEA S.A. vs. PKP Energetyka S.A. (case file XX GC 1166), the District Court in Warsaw continues to hear the dispute in the first instance.

In the case against PGE Polska Grupa Energetyczna S.A. (ref. no. XVI GC 525/20, previous ref. no. XX GC 1163/15), by a decision of 7 January 2021, the court suspended the proceedings at the unanimous request of the parties. By order of 19 November 2021, the court resumed the previously suspended proceedings. By order of 1 March 2022, the court suspended the proceedings at the unanimous request of the parties. By application of 28 August 2022, the attorney of ENEA S.A. requested that the proceedings be resumed. On 2 October 2022, the court resumed the proceedings. On 28 October 2022, the attorney of ENEA S.A. requested that the proceedings be suspended. The parties decided to conclude an agreement to end the dispute, in execution of which, on 11 July 2023, at a court-appointed meeting, they concluded a court settlement ending the case. By order of 11 July 2023, the court discontinued the proceedings. The order is legally binding.

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"):

  • 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 81 323 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 June 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. 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 shut down 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. This ruling

is not final. 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.

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 half 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 on-going 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 non-binding documents 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 documents 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 terms of the transaction of the purchase by the State Treasury from ENEA S.A. of all shares in ENEA Wytwarzanie Sp. z o.o. and in ENEA Elektrownia Połaniec S.A. together with their subsidiaries in order to establish NABE. A resolution concerning the consent to sign the above documents was adopted by the Management Board of ENEA S.A. on the same morning.

The signed documents do not constitute an offer or a commitment to conclude 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 in ENEA Elektrownia Połaniec S.A.

Having signed the above documents, assuming the value of the transaction derived from the proposal, 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, it does not see the need to recognise impairment losses on their value.

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 the first half of 2023 at LWB, an impairment loss was recognised 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.

For the first half of 2023, ENEA Elektrownia Połaniec S.A. was required to make a contribution related to electricity trading amounting to PLN 12 766 thousand and PLN 229 335 thousand related to generation, ENEA Wytwarzanie Sp. z o.o. PLN 73 543 thousand for trading and PLN 1 150 786 thousand for generation, ENEA Ciepło Sp. z o.o. PLN 6 078 thousand for trading and PLN 6 250 thousand for generation, ENEA Nowa Energia Sp. z o.o. PLN 103 222 thousand for generation and ENEA Trading Sp. z o.o. PLN 17 thousand for 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. Offer to purchase Lubelski Węgiel "Bogdanka" S.A. shares

Due to the prevailing market capitalisation of Lubelski Węgiel "Bogdanka" S.A. ("LWB") below its net assets, an offer received regarding the purchase of 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 its Mining CGU (LWB) as at 30 June 2023.

In connection with current report no. 36/2023 of 21 August 2023 on receipt of an offer 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 of 21 962 189 shares in LWB by the State Treasury, the Management Board of ENEA S.A. notes that analyses regarding the submitted offer are under-way. The net asset value of the Mining CGU (LWB) resulting from the price offer obtained is below the book value and is below the Management Board's estimate of the fair value of the Mining CGU, and is therefore not satisfactory and has not been accepted.

LWB shares are listed on the Warsaw Stock Exchange. Although the current market price oscillates around PLN 33 per share, back in January this year this value exceeded PLN 50. According to the Management Board, this circumstance and the factors set out below mean that the use of the current stock market capitalisation as a determinant of the fair value of LWB is not justified. Accordingly, for the purpose of preparing these 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 performed and a report received on the estimation of the market value of LWB shares (drafted as of 11 September 2023 by Pekao Investment Banking), the Management Board considers that a valuation of at least PLN 72.28 per share is reasonable and, as part of the negotiations, will seek to sell the shares at a level that takes accounts for this valuation. The valuation of PLN 72.28 per share is the basis for estimating the amount of impairment losses on the Mining CGU assets and resulted in an impairment loss of PLN 748 815 thousand.

The Group has estimated the fair value of the Mining CGU (LWB). The importance of this analysis is even greater in a situation where companies operate in shifting, entirely non-standard and usually unprecedented conditions. In making such an evaluation for the purpose of preparing these condensed consolidated interim financial statements for the first half of 2023, the Group, based on an analysis of the current economic and market situation, notes that LWB's market capitalisation currently remains below the carrying value of its net assets. According to the Group, this situation is mainly due to factors beyond its control, such as political factors and EU climate policy, limited confidence in companies in the mining sector and, partly, also low share liquidity and low free float. Moreover, the ongoing war in Ukraine and the reduction in the global supply of raw materials are causing dynamic changes in the demand for coal, including coal from LWB. Therefore, LWB is taking steps to utilise current capacity and prepare its mining operations to achieve the targets arising from LWB Group's strategy. According to the Management Board, LWB's cash position as of 30 June 2023 and the potential to generate high positive cash flows in future periods substantiate the thesis that the value of the stake held is higher than the value implied by LWB's current share price and the purchase offer made by the State Treasury represented by the Minister of State Assets.

In line with best market practice, the valuation was estimated in several scenarios using the following approaches:

  • income approach using the discounted cash flow method,
  • market approach using multiples for comparable listed coal producers.

The discounted cash flow method was selected as the leading method for the valuation estimate. The choice of this method was dictated by the availability of reliable financial projections for LWB over a long-term horizon of 2023-2049, which enabled the estimation of future free cash flows, determining the enterprise value. The comparable peer multiples method was chosen as a complementary method to the income approach, but its results were not taken into account for the purpose of estimating value. The use of this method was possible due to the identification of more than a dozen comparable companies and the availability of estimates of future financial results of these businesses. Additionally, valuations derived from market consensus and current capitalisation plus a control premium were used.

The results are wide-ranging, which is due to significantly different views on key assumptions as to the forecasts of market participants and LWB. In such situations, it is common in practice to use a blended approach based on averaging 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), allowing for a broad market view of the asset's value to be taken into account. With this approach (excluding multiplier methods), the average of the valuations indicating a value of LWB shares of PLN 72.28 per share was estimated.

The fair value measurement performed is classified as Level 3 in the fair value hierarchy. Accounting for the above information and as a result of the estimate of fair value less cost to sell as of 30 June 2023, it was necessary to recognise an impairment loss on assets in the Mining segment in the amount of PLN 748 815 thousand.

30. Events after the end of the reporting period

On 23 August 2023, ENEA S.A. acquired 100% of shares in PRO-WIND Sp. z o.o., which owns an operational 10 MW photovoltaic farm, for PLN 25 029 thousand and 100% of shares in PV TYKOCIN Sp. z o.o., which owns an operational 2 MW Tykocin photovoltaic farm, for PLN 3 119 thousand. In the transaction concerning the purchase of shares in PRO-WIND Sp. z o.o. ENEA S.A. concluded in August 2023 a loan agreement with PRO-WIND Sp. z o.o. for the amount of PLN 17 500 thousand.

On 7 September 2023 ENEA Nowa Energia Sp. z o.o. purchased 100% of shares in Farma Wiatrowa Bejsce Sp. z o.o. for PLN 16 670 thousand.