Enea S.A. — M&A Activity 2025

Mar 26, 2025

Current Report No.: 11/2025

Date of Preparation: 26 March 2025

Issuer's Abbreviated Name: Enea S.A.

Subject: Acquisition of wind farms

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

Body of the report:

The Management Board of Enea S.A. ("Company", "Issuer") hereby reportsthat on 26 March 2025, it has become aware of the signing, on the samedate, between Enea Nowa Energia sp. z o.o. ("Enea Nowa Energia"), and EEPolska ApS and EE Pommerania ApS, seated in Denmark ("Seller"), anagreement on the acquisition by Enea Nowa Energia of 100% of the sharesof special purpose vehicles owning six operating wind farms with a totalinstalled capacity of 83.5 MW and an option to purchase a photovoltaicfarm project with a capacity of 25 MW ("Agreement").

The maximum value of the Agreement for the wind farms, the PV projectpurchase option and a potential bonus for the Seller will be PLN914,800,000.

The Agreement contains a condition precedent involving a requirement toobtain a decision on the unconditional approval for the concentrationfrom the President of the Office of Competition and Consumer Protection(UOKiK). The purchase of the photovoltaic farm project is subject to theoutcome of an ongoing due diligence process.

The subject of the Agreement is an investment involving the purchase byEnea Nowa Energia from the Seller of completed and operational windfarms located in the Zachodniopomorskie Voivodship:

- Grzmiąca, with a capacity of 6.0 MW,

- Białogard I, with a capacity of 7.9 MW,

- Drawsko II, with a capacity of 5.25 MW,

- Kołobrzeg, with a capacity of 19.25 MW,

- Siemyśl, with a capacity of 6.3 MW,

- Liskowo, with a capacity of 38.8 MW,

and, optionally, a photovoltaic farm at the construction readiness stage:

- Liskowo, with a capacity of 25.0 MW ("Project").

The Agreement also includes an earn-out mechanism that will pay apotential bonus to the Seller depending on the productivity of the windassets. The bonus depends on a reliable level of wind power production.

In other respects, the provisions of the Agreement do not deviate fromthe terms commonly used for these types of agreements.

The Project significantly increases the Enea Group's RES generationpotential (particularly in the area of wind farms) and allows for animmediate and significant increase in its market share of renewableenergy sources, without the need to go through a multi-year developmentprocess.

In addition, the Project provides opportunities for further expansionand optimization - the acquired farms can serve as a base for futuremodernization, repowering or integration with other RES technologies,such as energy storage or PV installations.

At the same time, the Issuer explains that its intention is to report,by way of a subsequent current report, only the occurrence ofcircumstances preventing the performance of the Agreement, including, inparticular, failure to obtain an unconditional approval of the Presidentof the UOKiK for the concentration, if any, and the Company willannounce other important stages of the process by way of relevantreports.