Enea S.A. — M&A Activity 2023

Jul 17, 2023

Current Report No.: 30/2023

Date of Preparation: 15 July 2023

Issuer's Abbreviated Name: ENEA S.A.

Subject: Receipt of a proposal of terms and conditions for the StateTreasury to acquire shares of ENEA Wytwarzanie Sp. z o.o. and ENEAElektrownia Połaniec S.A.

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 onexecution of a memorandum of understanding on cooperation in a spin-offof coal assets and their integration within the National Energy SecurityAgency ("NABE"), the Management Board of ENEA S.A. (the "Issuer") herebyreports that on 14 July 2023, it received a proposal from the StateTreasury represented by the Minister of State Assets concerning anon-binding document summing up terms and conditions of a transaction ofacquisition by the State Treasury of all the shares held by the Issuerin ENEA Wytwarzanie sp. z o.o. ("EW") and ENEA Elektrownia Połaniec S.A.("EEP") with their subsidiaries (jointly, the "Subsidiaries") toestablish NABE ("Transaction", "Document").

The document includes in particular, a proposal of a sales price foracquiring the shares of EW and EEP and a proposal of key economic andlegal terms and conditions for carrying out the Transaction, includingproposed key provisions of preliminary sales agreement and promisedsales agreement as well as a proposed mechanism for settlement of theintra-group debt of the Subsidiaries to the Issuer.

According to the document, the sales price for the EW shares is PLN2,479,000,000, and for the EEP shares is PLN 632,000,000 ("Sales Price")based on the enterprise value ("Enterprise Value") set on the basis ofthe locked-box mechanism as at 30 September 2022 adjusted for the netdebt level.

The document provides for the Subsidiaries' debt to the Issuer in theamount of PLN 2,380,000,000 to be repaid for 8 years as of the date ofentering into the Transaction,

and the repayment to be subject to the State Treasury's guarantee up tothe amount of 70% of the debt. If the Subsidiaries' debt to the Issueras at the date of the State Treasury's acquisition of the EW and EEPshares is higher, the difference will be repaid by NABE from a loangranted to NABE by banks within the Transactions.

Other intra-group settlements, especially settlements of CO2 emissionallowances, are made on an ongoing basis and will not affect the SalesPrice.

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

The document will be the subject of further negotiations between theIssuer and the State Treasury, whose ultimate aim will be to agree onand sign a Document summing up the terms and conditions of theacquisition of the EW and EEP shares by the State Treasury. The Documentwill be signed only if the State Treasury concludes negotiations withall the following companies: ENEA S.A., TAURON Polska Energia S.A., PGEPolska Grupa Energetyczna S.A., Energa S.A.

The document is not binding. The Issuer will analyze it in detail. Apossible acceptance of the proposals described in the Documents willdepend on obtaining required corporate consents by the Issuer.

The Document agreed and signed by the parties will be the basis for theMinister of State Assets to file a request to the Prime Minister toacquire all the shares of EW and EEP held by the Issuer.