Enea S.A. — M&A Activity 2023

Aug 10, 2023

Current Report No.: 35/2023

Date of Preparation: 10 August 2023

Issuer's Abbreviated Name: ENEA S.A.

Subject: Execution of documents summarizing the transaction terms forthe acquisition of 100 percent shares of ENEA Wytwarzanie Sp. z o.o. andENEA Elektrownia Połaniec S.A. by the State Treasury

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

Body of the report:

With reference to:

- Current Report No. 24/2021 of 23 July 2021 on the execution of amemorandum of understanding on cooperation in a spin-off of coal assetsand their integration within the National Energy Security Agency("NABE"),

- Current Report No. 30/2023 of 15 July 2023 on the receipt of theproposed transaction terms for the acquisition of shares of ENEAWytwarzanie Sp. z o.o. and ENEA Elektrownia Połaniec S.A. by the StateTreasury, and

- Current Report No. 34/2023 of 10 August 2023 on the acceptance ofproposed transaction terms for the acquisition of shares of ENEAWytwarzanie Sp. z o.o. and ENEA Elektrownia Połaniec S.A. by the StateTreasury.

The Management Board of ENEA S.A. ("Issuer") hereby reports that on 10August 2023, the Issuer and the State Treasury represented by theMinister of State Assets ("Parties") signed the documents ("Document","Term Sheet") summarizing the transaction terms for the acquisition bythe State Treasury of all the shares held by the Issuer in ENEAWytwarzanie sp. z o.o. ("EW") and ENEA Elektrownia Połaniec S.A. ("EEP")with their subsidiaries (jointly referred to as "Subsidiaries") in orderto establish NABE ("Transaction").

The Document does not constitute an offer or a commitment to enter intoan agreement.

The signed Document will form the basis for the Minister of State Assetsto submit a motion to the Council of Ministers for the acquisition of EWshares and EEP shares by the State Treasury.

Based on the provisions of the Document, the Parties will agree on adraft preliminary purchase agreement and a draft final purchaseagreement. The transaction will be carried out only if the StateTreasury successfully concludes negotiations with all of the followingcompanies: ENEA S.A., TAURON Polska Energia S.A., PGE Polska GrupaEnergetyczna S.A. and Energa S.A.

Price for EW shares and EEP shares and debt settlement mechanism

As reported in Current Report No. 30/2023 of 15 July 2023, the TermSheet stipulates that the State Treasury will acquire EW shares at aprice of PLN 2,479,000,000 and EEP shares at a price of PLN 632,000,000.The Document further stipulates that the debt of the Subsidiaries to theIssuer in the amount of PLN 2,380,000,000 will be repayable under asubordinated loan agreement over a period of 8 years from the conclusionof the Transaction, but no later than 31 December 2031, with therepayment to be guaranteed by the State Treasury up to 70% of the debt.The interest rate on the loan will be based on the WIBOR benchmark rateplus a fixed margin. If the Subsidiaries' debt to the Issuer as at thedate of the State Treasury's acquisition of the EW and EEP shares ishigher, the difference will be repaid by NABE from a loan granted toNABE by banks under the Transaction.

Material terms of the preliminary agreement

The Term Sheet specifies the conditions on which the Parties haveconditioned the conclusion of the preliminary agreement for the sale ofEW shares and EEP shares to the State Treasury, including in particular:

a) reaching agreement on the content of the documentation related to theTransaction, including the future financing of NABE and obtainingpreliminary credit decisions of banks for financing NABE,

b) the Prime Minister approving the motion for the acquisition of EWshares and EEP shares by the State Treasury from the Restitution Fund,

c) obtaining all internal approvals and permits required to enter intoor execute the Transaction.