Enea S.A. — Major Shareholding Notification 2017

Mar 14, 2017

Current Report No.: 10/2017

Date of preparation: 14.03.2017

Short name of issuer: Enea S.A.

Subject: Acquisition of 100% of shares in ENGIE Energia Polska S.A.

Legal basis: Article 17 item 1 of MAR - confidential information

The Management Board of Enea S.A. ("Company") informs that on 14 March2017 the issuer acquired 100% of shares in ENGIE Energia Polska S.A.("EEP"), i.e. 7,135,000 shares of the nominal value of PLN 100 each,entitling to a total of 7,135,000 votes at a General Meeting of ENGIEEnergia Polska S.A., for the initial price of PLN 1,264,159,355, ofwhich the Company informed in the current report No. 8/2017 of 3 March2017. The initial price will be revised by the Company and potentiallyadjusted, subject to the terms specified in the conditional agreement onsale of 100% of shares in EEP concluded with ENGIE InternationalHoldings B.V. dated 23 December 2016 ("Agreement"), pursuant to themarket standards applying to this type of transactions.

The information relating to the Agreement and the above mentionedtransaction were published by the Company in current reports No.46/2016, 7/2017 and 8/2017.

The shares were acquired in the majority from the Company's own funds,including the funds obtained as part of the first public issue, and alsoissue of bonds conducted within the programme guaranteed by BankGospodarstwa Krajowego S.A.

Taking over the control over EEP is in line with Enea Capital Group'sDevelopment Strategy until 2030. The investment will contribute to theintegration of cost- and operation-efficient Kozienice - Bogdanka -Połaniec area of mining and generation based on its own resource.Połaniec Power Plant, being a part of EEP, is one of the most efficientelectricity generators in Poland which has implemented a ca. PLN 1.5billion worth of an intensive modernisation programme during recentyears (according to the group data of ENGIE, IFRS). The process extendedthe power plant's operation by over 20 years, increasing the efficiencyof energy generation and adjusting the generating equipment to theenvironmental standards in force, including to the requirements of IEDDirective. Połaniec Power Plant is also equipped with one of the largestbiomass units in the world with the capacity of over 200 MW generatinggreen energy. The transaction will positively affect the share of EneaCapital Group in the wholesale market of energy - extension of therevenue base and becoming independent from the wholesale marketliquidity. The investment will also contribute to the growth in Group'srevenue and EBITDA.

According to EEP's preliminary estimates, compliant with the Polishaccounting principles, revenue from sale of the company for 2016amounted to PLN 2,472 million (including PLN 73 million from sales ofCO2 emission allowances). EBITDA adjusted with a potential assetimpairment write-offs amounted to PLN 359 million in 2016. EEP's workingcapital as at 31 December 2016 (defined as current assets adjusted withPLN 113 million debt repaid to ENGIE, minus short-term liabilitiesexcluding loans) amounted to ca. PLN 600 million.

The total gross capacity installed in EEP amounts to ca. 1.9 GWe, whichallowed for the generation of ca. 10.2 TWh electricity in 2016. PołaniecPower Plant fired ca. 3.9 Mt of coal and ca. 1.7 Mt of biomass.

For comparison, the capacity installed in Enea Capital Group as at theend of 2016 is 3.3 GWe, and according to the preliminary results salesof electricity and gaseous fuel to retail users amounted to 18.0 TWhwith the total generation of 13.6 TWh.

According the Company's best knowledge, there are no relations betweenthe Company, its managers or supervisors, and the seller - ENGIEInternational Holdings B.V., and its managers.