Enea S.A. — M&A Activity 2022

Aug 3, 2022

Current Report No.: 51/2022

Date of Preparation: 3 August 2022

Issuer's Abbreviated Name: ENEA S.A.

Subject: Execution of a conditional agreement to purchase shares inPolska Grupa Górnicza S.A.

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

Body of the report:

The Management Board of ENEA S.A. ("Company", "Issuer") hereby reportsthat on 3 August 2022 a conditional agreement was entered into for thepurchase of shares in Polska Grupa Górnicza S.A. ("Conditional SharePurchase Agreement"). The sellers in the Conditional Share PurchaseAgreement are ENEA S.A., ECARB SP. Z O.O., PGNiG TERMIKA S.A., PGEGÓRNICTWO I ENERGETYKA KONWENCJONALNA S.A., POLSKI FUNDUSZ ROZWOJU S.A.,TOWARZYSTWO FINANSOWE SILESIA SP. Z O.O. and WĘGLOKOKS S.A., and thebuyer is the State Treasury of the Republic of Poland ("State Treasury").

Under the Conditional Share Purchase Agreement, the Company will sell tothe State Treasury all shares held by it in Polska Grupa Górnicza S.A.("PGG"), namely 3,000,000 ordinary registered shares (representing 7.66%of PGG's share capital), for the total price of PLN 1 for all shares.

The value of the stake in PGG shares disclosed in the Company'sstandalone financial statements and in the ENEA Group's consolidatedfinancial statements as at 31 March 2022 was PLN 0. The disposal ofshares in PGG will not affect the net profit of either the Company orthe ENEA Group in the reporting period.

The title to the shares in PGG will be transferred to the State Treasuryif the National Support Center for Agriculture ("KOWR") refrains fromexercising the pre-emptive purchase right vested in it pursuant toArticle 3a(1) of the Act of 11 April 2003 on the Formation of theAgricultural System.

At the same time, the Issuer hereby clarifies that its intention is tofollow up on the information contained herein by way of another currentreport only if circumstances occur preventing the performance of theConditional Share Purchase Agreement, such as, in particular, theexercise by KOWR of the pre-emptive purchase right referred to above.