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Current report No.: 17/2009

Title: Subscription of shares in Kozienice II Sp. z o.o. by a subsidiary of ENEA S.A.
Date: 2009.28.02
Report no.:  Current report No.: 17/2009

Current report No.: 17/2009

Date prepared: 28 February 2009

Short name of issuer: ENEA S.A.

Subject: Subscription of shares in Kozienice II Sp. z o.o. by a subsidiary of ENEA S.A.

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

Content of the report:

Acting pursuant to Clause 5 par. 1.1 of the Regulation of the Minister of Finance on current and periodic information published by issuers of securities of 19 October 2005, the Management Board of ENEA S.A. (the "Issuer") announces that on 27 February 2009 Elektrownia Kozienice S.A., a subsidiary of the Issuer, submitted a statement on the subscription of new shares in the increased share capital of Kozienice II Sp. z o.o. (the "Company").

The statement on the subscription concerns 16,800 shares with a par value of PLN 1,000 each, i.e. with a total value of PLN 16,800,000, and implements Resolution No. 1/2009 of the Extraordinary General Meeting of Shareholders of the Company held on 23 February 2009 concerning the increase of the share capital of the Company by PLN 34,000,000.

The shares acquired constitute 48 per cent of the increased share capital of the Company and correspond to 48 per cent of the votes at the General Meeting of Shareholders of the Company. Prior to the increase of the share capital, which share capital was PLN 1,000,000 and was divided into 1,000 shares with a par value of PLN 1,000 each, Elektrownia Kozienice S.A. held 70 per cent of the shares in the Company, the remaining 30 per cent of the shares belonging to the Issuer. With the increase of the share capital, the ownership interest of Elektrownia Kozienice S.A. and the Issuer in the share capital and in the total number of votes at the General Meeting of Shareholders will each be 50 per cent.

The source of financing for the aforementioned shares are the own funds of Elektrownia Kozienice S.A. The shares subscribed for have the character of a long-term capital deposit and their book value in the accounts of Elektrownia Kozienice S.A. corresponds to the purchase price.

There are relationships between Elektrownia Kozienice S.A. and its managing or supervisory persons on the one hand and Kozienice II Sp. z o.o. on the other, arising from the aforementioned ownership structure of the shareholders of the Company.

Kozienice II Sp. z o.o. was formed on 8 August 2008 in order to implement the investment involving the construction of two additional blocks at the Kozienice Power Plant, where the construction of a new block with a total attainable power output of about 1,000 MW is planned by 2014, and a further block with a total attainable power output of about 1,000 MW by 2015. The implementation of these assumptions will fulfil the issue objectives specified in the Issuer's series C share issue prospectus.

The criterion being the basis for recognising assets as assets of a significant value is that the shares subscribed for constitute over 20 per cent of the Company's share capital.

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.