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

Jan 19, 2022

Current Report No.: 1/2022

Date of Preparation: 19 January 2022

Issuer's Abbreviated Name: ENEA S.A.

Subject: Adoption of a resolution on the launch of the process ofincreasing the Company's share capital through the issue of shares

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

Body of the report:

The Management Board of ENEA S.A. ("Company", "Issuer") hereby reportsthat on 19 January 2022 it adopted a resolution ("Resolution") on thelaunch of the process of increasing the Company's share capital by anamount not smaller than PLN 1.00 and not greater than PLN 88,288,515,i.e. up to an amount not greater than PLN 529,731,093, through the issueof not fewer than 1 but not more than 88,288,515 series D ordinarybearer shares with a par value of PLN 1.00 each ("Series D Shares"),which will be targeted at investors that fulfill the criteria set forthin the resolution on the increase in the Company's share capital throughthe issue of Series D Shares, excluding in full the pre-emptive rightsto all Series D Shares for existing shareholders of the Company. Theissue will be a private subscription pursuant to Article 431 § 2 item 1of the Commercial Company Code, to be carried out by public offeringexempt from the obligation to publish a prospectus, within the meaningof the applicable laws, or any other information document.

Accordingly, the Management Board intends to convene an ExtraordinaryGeneral Meeting of the Company, the agenda of which should provide forthe adoption of a resolution on an increase in the Company's sharecapital through the issue of the Series D Shares, excluding in full thepre-emptive rights.

The newly issued Series D Shares will account for less than 20% of theCompany's shares admitted to trading on a regulated market. The purposeof the issue of the Series D Shares is to raise funds to financeinvestment projects in the ENEA Group's Distribution Area (including theexpansion and modernization of high and medium-voltage networks, theinstallation of remote reading meters and the connection of new energybuyers to the network), to be executed by ENEA Operator Sp. z o.o.,excluding the possibility of funding any coal-fired assets. Theexecution of such projects reflects the pursuit of the ENEA Group'sstrategy and aims to ensure energy security as well as the continuousand reliable supply of electricity in the area covered by the businessof ENEA Operator Sp. z o.o. The detailed objectives of the Series DShares offering, including the objectives of the issue, are included inthe presentation that will be uploaded to the "General Meetings" sectionof the Issuer's website at:https://ir.enea.pl/walne-zgromadzenia-akcjonariuszy, promptly after theExtraordinary General Meeting has been convened.

In parallel with the adoption of the Resolution, the Issuer's ManagementBoard decided, acting pursuant to § 20 sec. 2 item 6 of the Company'sStatute, to request the Supervisory Board's opinion on the intendedincrease in the Company's share capital, as a matter to be presented forconsideration by the Company's General Meeting. Immediately after theSupervisory Board has expressed its opinion, the Issuer will publishpertinent information on the ENEA S.A. website in the "General Meetings"section at: https://ir.enea.pl/walne-zgromadzenia-akcjonariuszy.

For the purposes of the transaction, the Company's has retained theservices of Pekao Investment Banking S.A. as the coordinator of theoffering and a joint bookrunner as well as Bank Polska Kasa OpiekiSpółka Akcyjna - Biuro Maklerskie Pekao as a joint bookrunner and thesettlement agent (collectively: "Joint Bookrunners"). In order toparticipate in the book building process for the Series D Shares, eachinvestor is expected to enter into (unless already a party to) anagreement for accepting and transferring orders to buy or sell financialinstruments with Bank Polska Kasa Opieki Spółka Akcyjna - BiuroMaklerskie Pekao.

Also, please be advised that the Issuer will publish, in a separatecurrent report, information on convening the Extraordinary GeneralMeeting with the intention of adopting a resolution on the increase inthe Company's share capital through the issue of the Series D Shares.

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.