Enea S.A. — M&A Activity 2017

Jan 27, 2017

Current Report No.: 5/2017

Date of preparation: 27.01.2017

Short name of issuer: Enea S.A.

Subject: Commencement of negotiations with EDF Investment SAS

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

Content of report:

The Management Board of Enea S.A. ("Company"), in relation to currentreports no. 27/2016 of 16 September 2016 and no. 39/2016 of 30 November2016 relating to the submission, along with the partners, of an offer toacquire EDF Investment SAS ("EDF") assets in Poland, informs that on 27January 2017 the Company and PGE S.A., Energa S.A. and PGNiG TermikaS.A. ("Business Partners") signed a Memorandum of Understanding with EDFrelating to the conduct of negotiations on the acquisition of EDF assetsin Poland ("Transaction") and due diligence analysis within this scope.

The Transaction includes:

(i) acquisition of all EDF shares in EDF Polska S.A., which, inparticular, is the owner of 4 combined heat and power plants, namelyKraków, Gdańsk, Gdynia and Toruń and heat distribution networks inToruń, Rybnik Power Plant, and

(ii) acquisition of all EDF shares in ZEC "Kogeneracja" S.A., which isthe owner of 4 combined heat and power plants, namely Wrocław, ZielonaGóra, Czechnica and Zawidawie and heat distribution networks in ZielonaGóra, Siechnice and Zawidawie.

The Business Partners agreed that the submission of a potential bindingoffer will occur after the completion of due diligence which will be thebasis for making further decisions relating to the Transaction.

The Company will inform in a separate report on signing a legallybinding documentation regarding the Transaction or conclusion ofnegotiations relating to the Transaction in another form.