Enea S.A. — M&A Activity 2017

Feb 28, 2017

Current Report No.: 7/2017

Date of preparation: 28.02.2017

Short name of issuer: Enea S.A.

Subject: Satisfaction of the last of the conditions precedent of theconditional agreement relating to the acquisition of 100% of shares inENGIE 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"), in relation to thecurrent report of 23 December 2016 No. 46/2016 informs that today itreceived the information on the satisfaction of the last of theconditions precedent provided for in the conditional agreement on thesale of 100% of shares in ENGIE Energia Polska S.A. concluded with ENGIEInternational Holdings B.V. on 23 December 2016 ("Agreement").

It means that all the conditions precedent foreseen in the Agreementhave been satisfied, i.e.:

• the consent of the Minister of Energy was obtained, pursuant to theAct on Control over Certain Investments,

• the consent of the President of the Office of Competition and ConsumerProtection for the concentration was obtained,

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

• ENGIE Energia Polska S.A.'s debt towards ENGIE group entities wasconverted to equity in ENGIE Energia Polska S.A.