FAQ

Supervisory Board members are appointed for a joint three-year term of office. The Management Board also has a joint three-year term of office.

In relation to the quarterly revision of indices on the Warsaw Stock Exchange on 19 March 2010 ENEA S.A. joined the WIG, WIG-Poland and WIG-Energia indices.

On 6 April 2010 ENEA S.A. was listed on WIGdiv index comprising companies characterising with the highest dividend rate at the end of August each year and distributing the dividends regularly during the previous years.

On 21 June 2010 the Company was listed on mWIG40 index.

On 30 November 2010 ENEA S.A. was listed on the MSCI indices. The indices calculated by an American company MSCI Barra are the basis for investment decision making for many international investors. Some of the foreign funds may not invest in stock of companies which are not listed on the MSCI index.

To date neither ENEA S.A. nor the other companies in the Group have introduced an incentive programme. To the Management Board's knowledge there are no plans to introduce such a programme.

ENEA S.A. in 2011 published individual and consolidated periodic reports on the following dates:

Pursuant to the Regulation of the Minister of Finance of 19 February 2009 concerning current and periodic information the Company till 31 January 2012 will publish a current report containing dates of publication of periodic reports in 2012.

The Group’s strategy assumes increase in the capacity generated by wind farms up to the level of 250-350 MW till 2020. Additionally an increase in the capacity installed in biogas power plants to the level of 40-60 MW till 2020.

The Group has very seriously considered a positive verification of the above assumptions. Presently it considers projects enabling obtaining of a total of 800 MW.

Since January 2008 the Kozienice Power Plant has been generating energy from renewable sources through co-firing of biomass with conventional fuels (hard coal). Elektrownie Wodne Sp. z o.o. has been also engaged in generation of electricity from renewable sources and it comprises 21 water power plants, Darzyno Wind Farm and Liszkowo Biogas Power Plant.

In 2008 Elektrocieplownia Bialystok S.A. launched a new installation for production of electricity and heat in cogeneration using energy renewable sources (biomass). The specially designed furnace, the so called fluidised bed (BFB) constitutes the key element of the biomass boiler created in result of conversion of the existing OP 140 coal boiler. At present, the conversion of another twin OP 140 boiler into a biomass boiler with a fluidised bed is realized. Investment completion date - end of 2012.

Our policy on dividends is to make payments appropriate to the amount of profit earned and our financial possibilities. In announcing proposals for dividend payments, the Management Board is guided by the necessity of ensuring financial liquidity and a level of capital necessary to the development of our operations. In the future, the Management Board intends to recommend that the General Meeting of Shareholders pay Shareholders a dividend of from 30 to 60 per cent of the net profit shown in the non-consolidated financial statements of the Company, drawn up in accordance with EU IFRS. A dividend payment will be possible in the situation where the anticipated development and investment outlays financed from equity are less than the anticipated level of free cash in the Company in the financial year in which the dividend payment is to be made.

On 14 April 2011 Fitch Ratings issued ENEA S.A. with a long-term domestic and foreign currency-denominated rating at the level of BBB and a long-term domestic rating at the level of A(pol). The perspective for the ratings is considered stable.

The ratings reflect ENEA’s vertically integrated operations in the Polish electricity market, including a leading position in electricity distribution (14% market share) and supply (16% market share) and a material position in power generation (8% of the country’s generation output in 2009). ENEA is the third-largest player in the Polish electricity market, after PGE Polska Grupa Energetyczna S.A. (PGE, ‘BBB+’/Stable) and Tauron Polska Energia S.A. (Tauron, ‘BBB’/Stable).

The Company notes that under the privatisation programme the Ministry of the State Treasury plans to dispose of its entire block of shares in ENEA S.A. (41,638,955 series B shares, i.e. 9.43 per cent of the share capital, are employee shares).

In the "2008-2011 Privatisation Plan”, adopted by the Council of Ministers on 22 April 2008, ENEA S.A. was identified as one of the energy groups to be privatised in the years 2008‐2011. The first stage of the above process was the 2008 sale of a block of newly-issued shares of the Company in an IPO.

As announced in November 2009, in February 2010, the Ministry of the State Treasury (MST) carried out the next stage of the privatisation process of ENEA S.A., initiated in 2008. The privatisation of the MST entity was to involve selling shares in ENEA S.A. in a two‐stage process – as part of transactions carried out via public markets (Stage I / February 2010), followed by the disposal of more than 50 per cent of the Company's shares to an industry investor (Stage II / mid‐2010). The main purpose of Stage I was to increase the number of the Company’s shares in free float (i.e. the number of shares held by shareholders whose holdings do not exceed five per cent in the Company’s capital).

On 10 February 2010, the MST disposed of 70,851,533 shares in ENEA S.A. (constituting 16.05 percent of the Company’s share capital). The sale was conducted on the Warsaw Stock Exchange. This was the second‐largest transaction in the “fully‐marketed offer” formula in the history of the WSE, and the largest in the preceding three years. The Company’s shares were offered exclusively to domestic and foreign institutional investors. The price of the offered shares was set at PLN 16 per share. The total value of the offer amounted to PLN 1.134 billion.

As a result of the subscription, 80 percent of the offering was taken up by domestic institutional investors, including 60 per cent that was acquired by pension funds. As a result of the transaction, the State Treasury’s stake in the Company’s share capital decreased from 76.48 to 60.43 per cent. The share of the second largest shareholder, Vattenfall AB, remained at 18.67 per cent, while 20.90 per cent of ENEA S.A. shares are in free float.

On 28 June 2010, the MST published an invitation to negotiate the purchase of 225,135,940 shares with a nominal value of PLN 1 each, owned by the State Treasury and accounting for 51 per cent of the Company’s share capital. Initially, the deadline for potential investors to submit responses to the public invitation to negotiate was scheduled for 28 July 2010. However, on 23 July 2010 the MST extended this deadline until 13 August 2010. The next stage in the sale of shares in ENEA S.A. was to undertake negotiations with selected investors who submitted their initial offers for the purchase of 51 per cent of the Company’s shares by 13 August 2010. Upon receiving the initial offers, the Minister of the State Treasury admitted five potential investors to the next stage. On 28 October, the MST decided to set a deadline for Kulczyk Holding S.A. (as the guarantor) and Elektron Sp. z o.o. (as the buyer) for exclusive negotiations as 3 November 2010. If the exclusivity period lapses ineffectively, the Minister of the State Treasury will undertake negotiations with another entity approved for the negotiations.

On 16 November 2010, the the Ministry of the State Treasury announced in a bulletin that in view of the lapse of the negotiation exclusivity period granted to Kulczyk Holding S.A. and Elektron Sp. z o.o. in the ongoing process of selling 225,135,940 shares (51.00 per cent of the share capital) in ENEA S.A., it had decided to resume parallel negotiations with entities approved for negotiations.On 15 December 2010, in connection with the ongoing process of selling 225,135,940 shares (51.00 per cent of the share capital) in ENEA S.A., the Ministry of the State Treasury decided to set a deadline for Electricité de France S.A. for exclusive negotiations. The MST intends to complete the privatisation process of ENEA S.A. by the end of the first quarter of 2011.

On 1 April 2011 the Minister of the State Treasury decided to terminate the sale procedure of 51 per cent of Enea S.A. shares unresolved. According to an MST communiqué, when selling 51 per cent of Enea S.A. shares MST, in compliance with recommendations of the European Commission, attempted to maximize the price. Other priorities were keeping the operating integrity of Enea S.A, maintaining a clear shareholding structure and developing generation capacities in Elektrownia Kozienice S.A. in compliance with the energy security policy for Poland. As stated in the communiqué, all submitted offers were thoroughly analyzed, and the term of the transaction was extended due to intensive negotiations concerning the a/m operating and investment priorities. Having received numerous offers, the Minister of the State Treasury did not approve any of them as they failed to satisfy the underlying conditions. Negotiations with a few prospective investors started on 28 June 2010. In the first stage of negotiations a part of the offers was rejected due to serious doubts as to the possibility of keeping the company's integrity, control over the same and the security of transaction financing. In the last stage, talks with a prospective investor did not succeed because of investment commitments required for Kozienice Power Plant.

In the a/m communiqué, MST states that “Enea S.A. remains a stock‐exchange listed company pursuing its own investment programme, including the development of new generation capacities in Kozienice Power Plant. The Minister of the State Treasury, as key shareholder, will expect an acceleration of works on the implementation of that investment programme. MST intends to open anew the process for privatization of the company when such investment becomes an integral and unchallengeable part of Enea S.A. business operations”.