Enea S.A. — M&A Activity 2017

Jan 18, 2017

Current Report No.: 2/2017

Date of preparation: 18.01.2017

Short name of issuer: Enea S.A.

Subject: Notice on the conclusion of an investment agreement relating tothe investment in Polimex-Mostostal S.A. and other agreements under thetransaction

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

Content of report:

In relation to the current report No. 47/2016 of 27 December 2016 theManagement Board of Enea S.A. ("Company") informs that on 18 January2017 the Company concluded the following agreements:

1. An investment agreement with Energa S.A., PGE Polska GrupaEnergetyczna S.A., PGNiG Technologie S.A. (jointly with the Company -"Investors") and with Polimex-Mostostal S.A. ("Polimex"), based onwhich, subject to the conditions precedent foreseen in the saidagreement, the Investors undertook to make an investment in Polimex. Thesaid investment is the takeover by the Investors of a total of150,000,000 T series ordinary bearer shares of the nominal value of PLN2 (say: two Zloty) each, at the issue price amounting to PLN 2 (say: twoZloty) per share ("New Issue Shares"), issued by Polimex within raisingPolimex's share capital by up to PLN 300,000,000 (say: three hundredmillion Zloty) ("Investment Agreement"). Based on the InvestmentAgreement the Company undertook to subscribe for 37,500,000 (say: thirtyseven million five hundred thousand) New Issue Shares for the totalissue price amounting to PLN 75,000,000 (say: seventy five millionZloty). Pursuant to the Resolution No. 4 of the Extraordinary GeneralMeeting of Shareholders of Polimex dated 28 December 2016, offering NewIssue Shares to individual Investors, their issue price and their numberoffered to individual Investors is subject to approval by Polimex'ssupervisory board. The investment agreement was concluded, among otherthings, subject to the satisfaction of the following conditionsprecedent ("Conditions Precedent"):

(i) conclusion of a biding agreement between Polimex, TowarzystwoFinansowe Silesia sp. z o.o. ("TFS") and Polimex's financial creditors,in which the terms of restructuring Polimex's financial liabilities wereregulated and in which financial creditors and TFS agreed to thesubscription by the Investors for the New Issue Shares and to thetakeover by the Investors of a joint control over Polimex;

(ii) conclusion by Agencja Rozwoju Przemysłu S.A. ("ARP") and TFS of anagreement obligating ARP to sell and obligating TFS to acquire 146 Aseries convertible bonds issued by Polimex;

(iii) conclusion by SPV Operator sp. z o.o., a subsidiary of ARP ("SPVOperator") and the Investors of an agreement obligating SPV Operator tosell to the Investors a total of 6,000,001 shares in Polimex, aftersatisfaction of Conditions Precedent or after the Investors waive theConditions Precedent;

(iv) adoption by the extraordinary general meeting of Polimex of aresolution relating to the amendments in Polimex's supervisory board andamending Polimex's Statute, and submission by Polimex of a motion to theNational Court Register in order to register the amendments in theStatute.

2. The agreement between the Investors, specifying the terms ofcooperation and mutual rights and obligations of the Investors on theimplementation of the investment realised based on the InvestmentAgreement.

3. The agreement between the Investors and SPV Operator obligating theparties to the agreement, under the condition of satisfying theConditions Precedent, to perform the transaction relating to thedisposal by SPV Operator of the total of 6,000,001 shares in Polimex tothe Investors, within which the Company undertook to acquire 1,500,000shares in Polimex;

4. The agreement between the Investors and TFS based on which TFSgranted an option to the Investors, subject to compensation, to purchaseshares in Polimex from TFS, when TFS exercises the right to convert theconvertible bonds issued by Polimex, and undertook towards the Investorsnot to perform the conversion of the held A series convertible bondsissued by Polimex, without a prior written demand of the Investors.

Additionally, the Company informs that on 18 January 2017, havingconsidered the motion of which the Company informed in the currentreport No. 47/2016 dated 27 December 2016, the President of the Officeof Competition and Consumer Protection approved the concentrationconsisting in the takeover by the Investors of a joint control overPolimex.