Enea S.A. — Share Issue/Capital Change 2022

Apr 11, 2022

Current Report No.: 20/2022

Date of Preparation: 8 April 2022

Issuer's Abbreviated Name: ENEA S.A.

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

Subject: Execution of the placement agreement and commencement of thebookbuilding process in the offering of Series D Shares by way of aprivate subscription

Body of the report:

The Management Board of ENEA S.A. ("Issuer" or "Company") hereby reportsthat on 8 April 2022, the Company signed a share placement agreement("Placement Agreement") with Pekao Investment Banking Spółka Akcyjna("Global Coordinator" or "Pekao IB") and Bank Polska Kasa Opieki SpółkaAkcyjna ("BM Pekao") (together the "Joint Bookrunners") and that theprivate subscription bookbuilding process has been launched for up to88,288,515 Series D ordinary bearer shares ("Series D Shares", "NewIssue Shares") issued by the Company ("Offering").

The Offering of the New Issue Shares is conducted on the terms andconditions set forth in Resolution No. 5 adopted by the Company'sExtraordinary General Meeting on 8 April 2022 to increase the Company'sshare capital by issuing Series D ordinary bearer shares, deprivingexisting shareholders of the entire preemptive right to subscribe forany Series D Shares, amending the Company's Articles of Association,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 ("Issue Resolution") and on the terms andconditions set forth in Management Board resolution of 8 April 2022 onsetting the rules of offering, the rules of conducting the bookbuildingprocess and the subscription for and allotment of Series D Shares("Management Board Resolution").

The bookbuilding process for the New Issue Shares will begin immediatelyafter this current report is published and will be carried out by way ofan accelerated bookbuilding process on the terms and conditionsspecified below.

The New Issue Shares will be offered in the territory of the Republic ofPoland through a public offering exempt from the obligation to publish aprospectus within the meaning of the applicable provisions of law oranother information document or offering document for such an offering,addressed solely to the investors who receive an invitation toparticipate in the Offering from the Joint Bookrunner: (a) qualifiedinvestors referred to in Article 1(4)(a) of Regulation (EU) 2017/1129 ofthe European Parliament and of the Council of 14 June 2017 on theprospectus to be published when securities are offered to the public oradmitted to trading on a regulated market, and repealing Directive2003/71/EC ("Prospectus Regulation"); or (b) investors who acquiresecurities for a total consideration of at least EUR 100,000 perinvestor, as referred to in Article 1(4)(d) of the ProspectusRegulation, including the Eligible Investors (as defined below) withinthe meaning of the Issue Resolution. Under the Offering, the New IssueShares may be offered outside of the territory of the Republic of Polandsolely outside of the territory of the United States of America - intransactions that do not constitute a public offering executed outsideof the United States of America (offshore transactions) in accordancewith the definitions and provisions of Regulation S issued on the basisof the US Securities Act of 1933, as amended.

The Offering may be conducted and the New Issue Shares may be admittedto trading on the regulated market operated by the Warsaw Stock Exchange("WSE") along with rights to the New Issue Shares, if the regulatoryrequirements for such admission and introduction are satisfied, withouta requirement for the Company to provide public access to any prospectusor any other information or offering document within the meaning of theapplicable law. The New Issue Shares will be the subject matter of anapplication for admission to trading on a regulated market operated bythe WSE in accordance with Article 1(5)(a) of Regulation (EU) 2017/1129of the European Parliament and of the Council of 14 June 2017 on theprospectus to be published when securities are offered to the public oradmitted to trading on a regulated market, and repealing Directive2003/71/EC.

The shareholders of the Company who meet the criteria specified in theIssue Resolution ("Eligible Investors") will have the priority inobtaining an allotment of New Issue Shares based on the principles setforth in the Issue Resolution. According to the Issue Resolution, havingsatisfied the requirements specified therein, the Eligible Investorswho, at the end of 22 February 2022, i.e. on the date of registration ofparticipation in the Extraordinary General Meeting of the Companyconvened for 10 March 2022 ("Extraordinary General Meeting") ("ReferenceDate"), hold Company shares, whose total par value represents more than0.1% of the Company's share capital, will have the right, before otherEligible Investors, to obtain such an allotment of Series D Shares thatwill allow such investors, after the issue of Series D Shares, tomaintain their percentage stake in the Company's share capital at alevel that is no lower than the stake held by them at the end of theReference Date.

In order to take advantage of the priority subscription for New IssueShares based on the principles defined in the Issue Resolution and inthe Management Board Resolution, the Eligible Investors should (i)confirm their shareholding as at the Reference Date in the bookbuildingprocess, by: (a) submitting a certificate or certificates confirmingtheir shareholding issued by an investment firm keeping the securitiesaccount for the investor, or (b) registering the required number ofshares at the Extraordinary General Meeting, (ii) express theirintention to subscribe to Series D Shares for a price no lower than theissue price of Series D Shares set by the Management Board, or (iii)enter into and perform the New Issue Shares Subscription Agreement withthe Company, which includes making the payment for New Issue Shares.

The issue price of New Issue Shares will be agreed upon by the Company'sManagement Board after consultation with the Global Coordinator, takinginto account the outcome of the bookbuilding process and assuming themaximization of proceeds from the issue of Series D Shares.

After the Company publishes, in a current report, information on the setissue price of New Issue Shares and the final number of New Issue Sharesoffered to investors for subscription, the Company will immediatelyproceed to enter into New Issue Share Subscription Agreements with theinvestors in the initial allotment list and the investors will berequired to pay the issue price of the New Issue Shares subscribed bythem.

The subscription agreements for Series D Shares are expected to beexecuted by the investors (except for the State Treasury) and paid forinto the account kept by the Joint Bookrunner on or about 21 April 2022.Moreover, the Subscription Agreement for Series D Shares with the StateTreasury is expected to be executed and paid for on or about 27 April2022. The proceeds from the issue will be released to the Company uponregistration of the increase of the Company's share capital through theissue of Series D Shares by the competent court of registration.

The Company reserves the right to change any of the dates specifiedabove.

Under the Placement Agreement, Joint Bookrunners were obliged to providethe Company with services necessary for the placement of New IssueShares based on the principles set forth in that agreement, inparticular to provide the Issuer with the services required to organizeand carry out the Offering. The Placement Agreement does not constitutean obligation of any of the Joint Bookrunners to purchase or sell anyfinancial instruments and is not a guarantee of preparation orimplementation of the process of admitting the Company's financialinstruments into an organized trading system, carrying out the Offeringor placing New Issue Shares or any other financial instruments of theCompany.

The Placement Agreement contains standard conditions precedent for JointBookrunners's obligations under the Offering included in agreements ofthis type executed in transactions similar to the offering of New IssueShares, including the conditions related to a material adverse change inthe Company's standing, and it sets forth the prerequisites for itstermination that are standard for agreements of this type. Under thePlacement Agreement, the Joint Bookrunners may terminate it insituations specified therein, in particular in a situation where any ofthe Company's representations or warranties made in the PlacementAgreement turns out to be inconsistent with the facts or legal status orif the situation in the financial markets changes materially with anadverse impact on the capacity to carry out the Offering. The PlacementAgreement also contains representations and warranties concerning theIssuer and its operations, with the standard scope provided bysecurities issuers in agreements of this type concluded in transactionssimilar to the offering of New Issue Shares.

On the terms and conditions set forth in the Placement Agreement, theJoint Bookrunners and others named in the Placement Agreement will beindemnified against liability and performance obligation on account ofspecific claims, liabilities and costs which may be pursued or whichwill be incurred by the Joint Bookrunner or other specified persons inconnection with the Placement Agreement (indemnification clause).

The Issuer undertook that, without consent from the Global coordinator,it will not issue, sell or offer shares in the Company for 360 days ofthe date of first listing of New Issue Shares, except for standardexclusions.

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 the Warsaw Stock Exchange, and (i) it is not published in order topromote, directly or indirectly, the purchase of or subscription forsecurities of ENEA S.A. with registered seat in Poznań, or to solicit,directly or indirectly, their purchase or subscription; and (ii) doesnot constitute advertising or promotion prepared or published by theCompany for the purpose of promoting securities of ENEA S.A., theirsubscription, purchase or offering, or in order to encourage investors,directly or indirectly, to purchase or subscribe for such securities.

This current report in particular does not constitute advertising withinthe meaning of Article 22 of Regulation (EU) 2017/1129 of the EuropeanParliament and of the Council of 14 June 2017 on the prospectus to bepublished when securities are offered to the public or admitted totrading on a regulated 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 be offered and soldin 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.