Enea S.A. — M&A Activity 2016

Dec 24, 2016

Current Report No.: 46/2016

Date of preparation: 23.12.2016

Short name of issuer: Enea S.A.

Subject: Signing of a conditional agreement for purchase of 100% ofshares of ENGIE Energia Polska S.A.

Legal basis: Article 17 item 1 of MAR - confidential information

Content of report:

The Management Board of Enea S.A. ("Company") informs that on 23December 2016 the Company and ENGIE International Holdings B.V. signed aconditional agreement for sale of 100% of shares of ENGIE Energia PolskaS.A. ("Agreement").

Based on the Agreement the Company will purchase 100% of shares in sharecapital of ENGIE Energia Polska S.A. and also indirectly 100% of sharesof ENGIE Bioenergia sp. z o.o. ENGIE Energia Polska S.A. is the owner ofthe Połaniec Power Plant.

The enterprise value of ENGIE Energia Polska S.A. (i.e. calculatedexcluding debt and cash in the company) has been agreed at the amount ofPLN 1,073,140,672. The final price of 100% of shares of ENGIE EnergiaPolska S.A. will be calculated on the basis of the establishedenterprise value adjusted by net debt and working capital as of 31December 2016.

Closing of the transaction is conditional upon fulfilment of thefollowing significant conditions precedent:

•obtaining the consent of the Minister of Energy, in accordance with theAct on Control over Certain Investments,

•obtaining the consent of the President of the Office of Competition andConsumer Protection for concentration,

•renunciation of pre-emptive right by the President of the AgriculturalProperty Agency, and

•conversion of debt of ENGIE Energia Polska S.A. owed to entities withinthe ENGIE Group into equity in ENGIE Energia Polska S.A.

The Agreement will expire after 6 months from its signing, if 100% ofshares of ENGIE Energia Polska S.A. are not purchased within saiddeadline due to failure to fulfil conditions precedent.

At the same time the Company informs that based on Article 17 item 4 ofthe Regulation (EU) No. 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC the disclosure of the following confidential information hasbeen delayed:

•non-binding agreement of 8 December 2016 between the Company and ENGIEInternational Holdings B.V. on the enterprise value consisting the basisfor calculation of the purchase price of 100% of shares of ENGIE EnergiaPolska S.A.;

•the decision of the Management Board of the Company concerning thepurchase by Enea S.A. of 100% of shares of ENGIE Energia Polska S.A. andthe consent of the Supervisory Board of the Company of 23 December 2016to the transaction.