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

Apr 8, 2022

Current Report No.: 18/2022

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 an investment agreement with the State Treasury

Body of the report:

With reference to Current Report No. 4/2022 of 21 January 2022, theManagement Board of ENEA S.A. (_quot;Company_quot;) hereby reports that, on 8April 2022, the Company signed an investment agreement with the StateTreasury represented by the Prime Minister ("Investment Agreement") inconnection with the anticipated issue of the Company's series D ordinarybearer shares with the exclusion of pre-emptive rights in respect ofexisting shareholders ("New Issue Shares").

Under the Investment Agreement, the State Treasury intends to subscribefor no more than 88,288,515 New Issue Shares for a cash payment of nomore than PLN 899,659,967.85 ("New Cash") from the Reprivatization Fundreferred to in Articles 56 and 69h of the Act of 30 August 1996 onCommercialization and Certain Employee Rights.

The Company has undertaken in respect of the State Treasury to allocateall the New Cash to the execution, by the Company and one of itssubsidiaries (ENEA Operator sp. z o.o.), of the following projects: (a)Expansion and modernization of the grid in the area of high and mediumvoltage stations; (b) Expansion and modernization of the grid in thearea of high voltage lines; (c) Expansion and modernization of the gridin the area of the medium voltage network; (d) Remote-reading meters;and (e) Connections to the grid.

The Investment Agreement sets forth the rules governing the use of theNew Cash and the consequences stemming from potential breaches of theserules, the Company's obligations and warranties related to the provisionof the New Cash, duties in the areas of reporting and settlement of theNew Cash, and the control powers vested in the State Treasury. In theevent the New Cash is spent in breach of the Investment Agreement or theInvestment Agreement is performed improperly, the Company will berequired, depending on the type of the breach, to pay the State Treasurythe guarantee amounts or return all or part of the New Cash.

The acquisition of the shares by the State Treasury will depend on theadoption by the Company's Extraordinary General Meeting of a resolutionin the matter of an increase of the Company's share capital. The finalnumber of shares to be acquired by the State Treasury will depend on theoutcome of the book-building process referred to in the resolution inthe matter of an increase in the Company's share capital and will bespecified in the share purchase agreement.

Disclaimer:

This current report and the information contained herein are notintended for publication, announcement or dissemination, directly orindirectly, in the territory of or into the United States of America orother countries where the public dissemination of the informationcontained herein may be subject to restrictions or be prohibited by law.The securities referred to herein have not been and will not beregistered under the U.S. Securities Act of 1933, as amended, and maynot be offered or sold in the territory of the United States of America,except for transactions that are not subject to the registrationobligation provided for in the U.S. Securities Act or under an exceptionfrom such registration obligation.