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Enea S.A. — Share Issue/Capital Change 2022
May 31, 2022
5597_rns_2022-05-31_dfd75752-8335-4cab-8257-a37e2c7df983.html
Share Issue/Capital Change
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Current Report No.: 34/2022
Date of Preparation: 31 May 2022
Issuer's Abbreviated Name: ENEA S.A.
Subject: Registration of a share capital increase and amendments to theENEA S.A. Statute
Legal Basis: Article 56(1)(2) of the Act on Offerings - current andperiodic information
Body of the report:
The Management Board of ENEA S.A. ("Company") hereby reports that on 31May 2022 the District Court Poznań - Nowe Miasto and Wilda in Poznań,8th Commercial Division of the National Court Register, registered theamendment to the Company's Statute made pursuant to Resolution No. 5 ofthe Company's Extraordinary General Meeting of 8 April 2022 in thematter of increasing the Company's share capital by issuing series Dordinary bearer shares, waiving all preemptive rights of all existingshareholders to all series D shares, amending the Company's Statute,applying for admission and introduction to trading of series D sharesand/or rights to series D shares on the regulated market operated by theWarsaw Stock Exchange and dematerialization of series D shares and/orrights to series D shares.
After the registration, the Company's share capital is PLN 529,731,093and consists of:
a) 295,987,473 series "A" ordinary bearer shares;
b) 41,638,955 series "B" ordinary bearer shares;
c) 103,816,150 series "C" ordinary bearer shares;
d) 88,288,515 series "D" ordinary bearer shares.
The total number of votes resulting from all outstanding shares is529,731,093. The par value of each share in the Company's share capitalis PLN 1.00.
Please be advised that the following amendments were made to theCompany's Statute:
New wording of § 6 sec. 1 of the Company's Statute adopted by ResolutionNo. 5 the Company's Ordinary General Meeting held on 8 April 2022 andrepresentation by the Company's Management Board of 29 April 2022 onspecifying the amount of the Company's share capital:
"The Company's share capital shall be PLN 529,731,093 (five hundredtwenty-nine million seven hundred thirty-one thousand ninety-threePolish zloty) and shall be divided into 529,731,093 (five hundredtwenty-nine million seven hundred thirty-one thousand ninety-three)shares with a par value of PLN 1.00 (one Polish zloty) each, including:
a) 295,987,473 (two hundred ninety-five million nine hundredeighty-seven thousand four hundred seventy-three) series "A" ordinarybearer shares;
b) 41,638,955 (forty-one million six hundred thirty-eight thousand ninehundred fifty-five) series "B" ordinary bearer shares;
c) 103,816,150 (one hundred three million eight hundred sixteen thousandone hundred fifty) series "C" ordinary bearer shares; and
d) 88,288,515 (eighty-eight million two hundred eighty-eight thousandfive hundred fifteen) series "D" ordinary bearer shares."
The consolidated text of the Company's Statute is attached to thisreport.
Detailed legal basis: § 5 item 1 of the Regulation of the Minister ofFinance of 29 March 2018 on current and periodic information to bepublished by issuers of securities [...].
Disclaimer:
This current report and the information contained herein are subject torestrictions and are not intended for publication, announcement,distribution or transmission, directly or indirectly, in whole or in anypart, in the United States of America, Australia, Canada, Japan or othercountries where it would be unlawful for it to be published, announced,distributed or transmitted.
This current report is for information only and satisfies the disclosureobligations resting on ENEA S.A. as a public company whose shares havebeen admitted and introduced to trading on the regulated market operatedby Warsaw Stock Exchange SA, and in no event is it (i) an offering or isit being published in order to promote, directly or indirectly, thepurchase of or subscription for securities of ENEA S.A. with itsregistered office in Warsaw, nor does it aim to solicit, directly orindirectly, their purchase or subscription; or (ii) advertising orpromotion prepared or published by the Company for the purpose ofpromoting securities of ENEA S.A., their subscription, purchase oroffering, or in order to encourage investors, directly or indirectly, topurchase or subscribe for such securities.
This current report does not constitute advertising within the meaningof Article 22 of Regulation (EU) 2017/1129 of the European Parliamentand of the Council of 14 June 2017 on the prospectus to be publishedwhen securities are offered to the public or admitted to trading on aregulated market, and repealing Directive 2003/71/EC.
This current report and any information contained therein is notintended for publication, announcement or distribution, directly orindirectly, in or into the United States of America or any otherjurisdiction where such public distribution of information included inthis material may be restricted or prohibited by law. The securitiesreferred to in this material have not and will not be registered underthe U.S. Securities Act of 1933, as amended, and may not be offered orsold in the territory of the United States of America, except fortransactions that are not subject to the registration obligation underthe U.S. Securities Act or under an exemption from such registrationobligation.