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Current report No.: 13/2008

Title: Summary of the series C share offer
Date: 2008.24.11
Report no.:  Current report No.: 13/2008

Current report No.: 13/2008

Date prepared: 24 November 2008

Short name of issuer: ENEA S.A.

Subject: Summary of the series C share offer

Legal basis: Article 56 par. 1 pt. 2 of the Act on Offers – current and periodic information

Content of the report:

Acting on the basis of Article 33 par. 1 of the regulation of the Minister of Finance on current and periodic information published by issuers of shares of 19 October 2005, the Management Board of ENEA S.A. (hereinafter the “Company") hereby publishes information summarising an offer of series C shares carried out on the basis of a share issue prospectus approved by the Financial Supervision Authority on 22 October 2008 (the “Offer").

1.Date of commencement and closing of subscriptions:

- Subscriptions in the Retail Investors Tranche were accepted from 24-31 October 2008;

- Subscriptions in the Institutional Investors Tranche were accepted from 5-7 November 2008;

- Subscriptions in the Trade Investors Tranche were accepted on 7 November 2008. In addition, on 10 November 2008 subscriptions could be accepted at the invitation of the Management Board in connection with the non-submission or non-payment of subscriptions by entitled entities.

2.Date of distribution of shares:

- In the Retail Investors Tranche, the distribution of the series C shares was carried out on 10 November 2008;

- In the Institutional Investors Tranche and the Trade Investors Tranche, the distribution of the series C shares was carried out on 12 November 2008.

3.Number of shares in the subscription:

103,816,150 series C shares, including:

- 3,460,538 series C shares in the Retail Investors Tranche;

- 17,960,039 series C shares in the Institutional Investors Tranche (6,364,577 series C shares in the Domestic Institutional Investors Tranche and 11,595,462 series C shares in the Foreign Institutional Investors Tranche); and

- 82,395,573 series C shares in the Trade Investors Tranche.

4.The rate of reduction where the number of shares distributed was less than the number of shares for which subscriptions were submitted:

Reduction only took place in the Retail Investors Tranche. The rate of reduction was 20.36 per cent.

5.Number of shares for which subscriptions were submitted:

104,701,002 series C shares, including:

- 4,345,390 series C shares in the Retail Investors Tranche;

- 17,960,039 series C shares in the Institutional Investors Tranche (6,364,577 series C shares in the Domestic Institutional Investors Tranche and 11,595,462 series C shares in the Foreign Institutional Investors Tranche); and

- 82,395,573 series C shares in the Trade Investors Tranche.

6.Number of shares that were distributed in connection with the subscriptions:

103,816,150 series C shares, including:

- 3,460,538 series C shares in the Retail Investors Tranche;

- 17,960,039 series C shares in the Institutional Investors Tranche (6,364,577 series C shares in the Domestic Institutional Investors Tranche and 11,595,462 series C shares in the Foreign Institutional Investors Tranche); and

- 82,395,573 series C shares in the Trade Investors Tranche.

7.The price of the shares:

In the Trade Investors Tranche, the issue price for one series C share was PLN 20.14;

In the Retail Investors Tranche and the Institutional Investors Tranche, the issue price for one series C share was PLN 15.40 (a 23.5 per cent discount in relation to the issue price in the Trade Investors Tranche).

8.Number of persons who submitted subscriptions for the shares subject to subscription:

- 2,970 persons in the Retail Investors Tranche;

- 125 persons in the Institutional Investors Tranche (120 persons in the Domestic Institutional Investors Tranche and five persons in the Foreign Institutional Investors Tranche); and

- one person in the Trade Investors Tranche.

9.Number of persons to whom shares were distributed in connection with the subscriptions:

- 2,970 persons in the Retail Investors Tranche;

- 125 persons in the Institutional Investors Tranche (120 persons in the Domestic Institutional Investors Tranche and five persons in the Foreign Institutional Investors Tranche); and

- one person in the Trade Investors Tranche.

10.The names (business names) of underwriters who acquired shares in performance of underwriting agreements, specifying the number of shares they acquired together with the actual price per share (issue or selling price after the deduction of remuneration for the acquisition of the share by the underwriter in performance of an underwriting agreement):

The underwriters, i.e. Credit Suisse Securities (Europe) Limited and Bank Zachodni WBK S.A., did not acquire any of the series C shares in performance of an underwriting agreement concluded with the Company.

11.Value of the subscription carried out, understood as the product of the number of shares contained in the offer and the issue price:

PLN 1,989,323,726.02

12.Total costs counted as costs of the issue, with a breakdown of the amount of the costs and what they were for:

PLN 53.30 million including:

a) preparing and carrying out the offer:

PLN 0.04 million;

b) underwriters’ remuneration, separately for each of:

Credit Suisse Securities (Europe) Limited – PLN 26.18 million; Dom Maklerski BZ WBK S.A. – PLN 8.73 million

c) preparation of the issue prospectus, taking into account consultation costs:

PLN 9.99 million;

d) promotion of the offer:

PLN 8.36 million;

together with the methods of entering these costs in the accounting books and the way they appear in the issuer’s financial statements:

The costs of the issue incurred by the Company reduce the capital being the surplus of the issue price over the nominal value.

13.Average cost of carrying out the subscription per share subject to subscription:

PLN 0.51

Information on the total costs of the issue and the average cost of carrying out the subscription per share subject to subscription is given in accordance with our best knowledge as at the date when this current report is published. If, as a result of final reckoning, it is necessary to correct those figures, such corrections will be published in a separate current report.

Having in mind the diverse and international nature of Enea SA's shareholding, and also the provisions of the Best Practices of WSE Listed Companies, Enea SA guarantees the availability of its website also in English. In case of any interpretation doubts and discrepancies between the Polish and English versions, the Polish version shall prevail.