Enea S.A. — Regulatory Filings 2021

May 27, 2021

Current Report No.: 16/2021

Date of Preparation: 27 May 2021

Issuer's Abbreviated Name: ENEA S.A.

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

Subject: Signing of an Annex to the Agreement on cooperation in thesplit-up of Elektrownia Ostrołęka sp. z o.o.

Body of the report:

The Management Board of ENEA S.A. ("Company", "Issuer") hereby reportsthat on 27 May 2021 the Issuer, ENERGA S.A. and Elektrownia Ostrołękasp. z o.o. ("SPV") signed an Annex ("Annex") to the Agreement oncooperation in the split-up of Elektrownia Ostrołęka sp. z o.o., theexecution of which was reported on by the Company in Current Report No.56/2020 of 22 December 2020 ("Split-Up Agreement").

In accordance with the provisions of the Split-Up Agreement, as amendedby the Annex, the Issuer, ENERGAS.A. and the SPV have confirmedtheir intent to split up the Coal-Fired Project and the Gas-FiredProject and perform a legal spin-off of the Gas-Fired Project through(i) the SPV's sale of the assets and liabilities (rights andobligations) and other components comprising the Gas-Fired Project, or(ii) a demerger by way of a spin-off (within the meaning of theprovisions of the Commercial Company Code). The possibility of aspin-off of the Gas-Fired Project through the sale of the SPV's assetsand liabilities was not included in the subject matter of the originalSplit-Up Agreement.

The demerger through a spin-off or sale of the Gas-Fired Project will beeffected in favor of a company indicated by ENERGA S.A. and being amember of the ENERGA Group or of a group of which ENERGA S.A. is amember, following an appropriate independent valuation of the organizedpart of the enterprise making up the Gas-Fired Project by a professionalthird party.

Under the Annex, ENERGA S.A. is legally entitled to select the finalmethod of conducting the transaction, and in making such selection, itwill also take into account the legitimate interests of the Issuer as ashareholder of the SPV.

If the sale option is selected, after the transaction is complete, itwill be admissible to perform a spin-off operation (within the meaningof the Commercial Company Code) on the rights and obligations that makeup the capacity contract for a 15-year support period, entered into as aresult of the SPV's participation on 21 December 2018 in the CapacityMarket auction for the year of supply 2023. The decision on the spin-offof the capacity contract will be the subject matter of a separatearrangement.

The ENEA S.A. Management Board confirms that the Issuer will notparticipate in covering the expenses related to the Gas-Fired Project,and that the decisions regarding the Issuer's involvement in theexecution of the Ostrołęka C power plant construction project remain inforce, as the Company reported on in Current Report Nos. 55/2020 and56/2020 of 22 December 2020.

The completion of the said transaction, following the final selection ofthe method of its execution, is scheduled for the second quarter of 2021(this date is not specified in the Split-Up Agreement after theamendment by the Annex).