Enea S.A. — M&A Activity 2021

Mar 26, 2021

Current Report No.: 9/2021

Date of Preparation: 26 March 2021

Issuer's Abbreviated Name: ENEA S.A.

Subject: Signing of an agreement to purchase an equity stake in PGE EJ 1Sp. z o.o.

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

Body of the report:

With reference to Current Report No. 43/2020 of 1 October 2020 on thesigning of a letter of intent on the purchase of an equity stake in PGEEJ 1 Sp. z o.o. ("PGE EJ 1"), the Management Board of ENEA S.A.("Issuer") hereby reports that on 26 March 2021 an agreement was enteredinto with the State Treasury ("State Treasury") providing for thepurchase by the State Treasury of a 100% equity stake in PGE EJ 1 sp. zo.o. ("Agreement").

The Agreement was signed by all shareholders of PGE EJ 1 (besides theIssuer, these are KGHM Polska Miedź S.A., PGE Polska Grupa EnergetycznaS.A. and TAURON Polska Energia S.A., jointly referred to as the"Shareholders"). The company is responsible for the preparation andexecution of an investment project involving the construction andoperation of Poland's first nuclear power plant. The Issuer holds a 10%equity stake in PGE EJ 1.

Pursuant to the provisions of the Agreement, the Issuer is selling tothe State Treasury 532,523 shares in PGE EJ 1, representing 10% of theshare capital and carrying the right to 10% of votes at the shareholdermeeting of PGE EJ 1. After the transaction has been closed, the Issuerwill cease to hold any shares in PGE EJ 1.

The purchase price for the 100% equity stake is PLN 531,362,000, ofwhich approximately PLN 53,136,200 is payable to the Issuer. Payment forthe shares in PGE EJ 1 will be made by 31 March 2021. The purchase pricewill be subject to adjustment based on the valuation of PGE EJ 1 updatedas at the transaction closing date. In the Issuer's opinion, suchadjustment, if any, will not have a significant impact on the finalpurchase price.

Moreover, the Shareholders and PGE EJ 1 have entered into an annex tothe agreement of 15 April 2015 concerning WorleyParsons, under which theShareholders are liable on a pro rata basis for the liabilities or areentitled on a pro rata basis to benefits potentially arising from thesettlement of the dispute with WorleyParsons, up to the value of claimsplus interest as at 26 March 2021. Information on the progress of thedispute between PGE EJ 1 and WorleyParsons has been disclosed by PGEPolska Grupa Energetyczna S.A. in the pertinent periodic reports.