Enea S.A. — M&A Activity 2021

Jun 25, 2021

Current Report No.: 20/2021

Date of Preparation: 25 June 2021

Issuer's Abbreviated Name: ENEA S.A.

Legal Basis: Article 17(1) of the Market Abuse Regulation - confidentialinformation

Subject: Spin-off of the Gas-Fired Project from Elektrownia OstrołękaSp. z o.o. through its sale to CCGT Ostrołęka Sp. z o.o.

Body of the report:

With reference to Current Report No. 56/2020 of 22 December 2020 andCurrent Report No. 16/2021 of 27 May 2021 on the signing of agreementsregarding the Ostrołęka C project in which ENEA S.A. ("Issuer") reportedon taking steps aimed at spinning off the Gas-Fired Project fromElektrownia Ostrołęka Sp. z o.o. ("SPV" - the Issuer's related party),that is the assets and liabilities (rights and obligations) and otherelements making up the Gas-Fired Project, the Issuer's Management Boardhereby reports that it has obtained information about the execution, on25 June 2021, by the SPV as the seller and CCGT Ostrołęka Sp. z o.o. asthe buyer (a 100% subsidiary of Energa S.A.) of an agreement to sell(and accompanying agreements, as described in more detail hereinbelow)the SPV's enterprise (excluding its certain components - "DivestedBusiness") intended (used) to perform certain economic operations,including the construction of a gas-fired power unit located inOstrołęka ("Gas-Fired Power Plant"), to be followed by the operation ofthis unit. The sale ("Transaction") was carried out instead of asplit-up of the SPV by way of a spin-off within the meaning of theprovisions of the Commercial Company Code, which resulted from thearrangements disclosed in Current Report No. 16/2021 of 27 May 2021.

The Divested Business includes, in principle, all property andnon-property components of the SPV utilized, as at the date of theTransaction, in connection with the taking of preparatory activities forthe commencement of the capital expenditure process involving theconstruction of the Gas-Fired Power Plant.

The purpose of the Transaction is to enable the execution of theGas-Fired Project by CCGT Ostrołęka Sp. z o.o. as a company that willreplace the SPV in the execution of the investment project in Ostrołęka,because the Issuer and Energa S.A. (as shareholders of the SPV), on 22December 2020, entered into agreements (as was disclosed by the Issuerin Current Report No. 56/2020 of 22 December 2020), in which ENEA S.A.confirmed its declaration of withdrawal from participation in theGas-Fired Project, and at the same time the parties agreed that theGas-Fired Project would be executed by a company to which the assets forthe execution of the Gas-Fired Project would be transferred. CCGTOstrołęka Sp. z o.o. has been established as a special purpose vehiclededicated to the performance of one of the said agreements (the Split-UpAgreement).

The purchase price for the Divested Business (value of the Transaction)is currently estimated at approx. PLN 166 million. This price istentative, because the Transaction provides for the application ofadditional terms for the determination of the final price.

Moreover, the Issuer wishes to explain that because the sale of theSPV's real properties to the extent necessary for the execution of theGas-Fired Project requires prior geodetic separation of pertinent land,and due to the need to introduce certain other conditions precedent, theSPV and CCGT Ostrołęka Sp. z o.o. simultaneously entered into, assupplementary and executory agreements to the main agreement (purchaseagreement), a preliminary real property purchase agreement and a realproperty lease agreement in order to provide CCGT Ostrołęka Sp. z o.o.with a legal title to the real properties for the purposes of theexecution of the Gas-Fired Project.

The Issuer is in the process of reviewing the anticipated extent of theimpact of this event on its financial performance in the currentreporting period.