Enea S.A. — M&A Activity 2018

Mar 26, 2018

Current Report No.: 13/2018

Date of preparation: 26 March 2018

Short name of Issuer: ENEA S.A.

Legal basis: Art. 17 section 1 of MAR - confidential information

Subject: Signing of an Annex to the Investment Agreement regardinginvolvement in the preparation for construction, construction andoperation of a new power unit at Ostrołęka Power Plant and theacquisition of shares in Elektrownia Ostrołęka sp. z o.o.

Content of report:

The Management Board of ENEA S.A. ("Issuer"), in relation to the CurrentReport No. 42/2016 of 8 December 2016 and the Current Report No. 1/2017of 17 January 2017, hereby informs that on 26 March 2018 the Issuerconcluded Annex No. 1 ("Annex") to the Investment Agreement with thecompanies ENERGA S.A. and Elektrownia Ostrołęka Sp. z o.o. ("Company","Ordering party") concerning the execution of the Ostrołęka C project.

In accordance with the concluded Annex, the Parties have increased theestimate total capital expenditure arising from their obligations to beundertaken at the Development Stage of the Ostrołęka C project, that isuntil a Notice To Proceed (NTP) is issued to the general contractor. Thecapital expenditure attributable to the Issuer shall amount to approx.PLN 226 million.

The capital expenditure has been increased in order to provide theresources for, amongst others, for organisational works which willresult from the contract concluded with the general contractor, relatedinvestments and the operations of the Company.

Moreover, the Issuer hereby informs that in the course of performance ofthe Investment Agreement the Issuer acquired on 23 March 2018 fromENERGA S.A. a stake of 1,201,036 shares in the Company, which, togetherwith the shares in the Company already held by the Issuer, constitute intotal 50% of the Company's share capital, for approx. PLN 58 million.Together with the price paid for the previously held shares of theCompany, this amounts to approx. PLN 101 million. In view of the above,the total sum of the Issuer's estimated capital expenditure resultingfrom the obligations undertaken until the notice to proceed the works isissued to for the general contractor may reach approx. PLN 327 million.

The conclusion of the said Annex is not equivalent to:

-the decision taken by the Company's Management Board to select aGeneral Contractor, hence it does not mean the conclusion of the publiccontract awarding procedure under the name of "Construction of OstrołękaPower Plant with approx. 1,000 MW power output" by the Ordering Party;

-the consent given to enter into a contract with a General Contractor -in order to give such a consent it is necessary to obtain the requiredcorporate approvals, including the consent of the Issuer's SupervisoryBoard;

-the agreement granted to issue a Notice To Proceed (NTP) - the issueof an NTP requires, among others, prior consent of the Issuer'sSupervisory Board and prior qualified consent of the Issuer's GeneralMeeting to commence the Construction Stage.

It is estimated that the capital expenditure related to the conclusionof the agreement between the Ordering party and the General Contractoruntil the NTP is issued will not exceed the equivalent of 4% of theprice under the contract.