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Current report no.: 31/2009

Title: Convening of the Ordinary General Meeting of Shareholders
Date: 2009.21.05
Report no.:  Current report no.: 31/2009

Current report no.: 31/2009

Date prepared: 21.05.2009

Short name of issuer: ENEA S.A.

Subject: Convening of the Ordinary General Meeting of Shareholders

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

Content of the report:

Pursuant to Clause 38 par. 1 of the regulation of the Minister of Finance on current and periodic information published by issuers of shares of 19 February 2009, the Management Board of ENEA S.A. (the "Company"), on the basis of Article 395 and Article 399 par. 1 read together with Article 402 par. 1 and 2 of the Commercial Companies Code and Clause 29 of the Company's Statute, convenes, on 30 June 2009, at 11:00 a.m., the Ordinary General Meeting of Shareholders of the company ENEA S.A. with its registered office in Poznan. The Ordinary General Meeting of Shareholders will take place in Warsaw, at the Polonia Palace Hotel, Al. Jerozolimskie 45, 00-692 Warszawa.

Agenda:

1.Opening of the Ordinary General Meeting of Shareholders

2.Election of the Chairman of the Ordinary General Meeting of Shareholders.

3.Determination that the Ordinary General Shareholders Meeting has been duly convened and that it is capable of adopting binding resolutions.

4. Approval of the agenda.

5.Consideration of the Management Board’s report on the operations of the Company and of the financial statements for the financial year covering the period from 1 January 2008 to 31 December 2008.

6. Adoption of a resolution on approving the Management Board’s report on the operations of the Company and of the financial statements for the financial year covering the period from 1 January 2008 to 31 December 2008.

7. Adoption of a resolution on the distribution of net profits for the financial year covering the period from 1 January 2008 to 31 December 2008.

8. Adoption of a resolution on discharging the members of the Management Board from liability in connection with the performance of their duties for the financial year covering the period from 1 January 2008 to 31 December 2008.

9. Adoption of a resolution on discharging the members of the Supervisory Board from liability in connection with the performance of their duties for the financial year covering the period from 1 January 2008 to 31 December 2008.

10.Adoption of a resolution on approving the Management Board’s consolidated report on the operations of the ENEA Capital Group and of the consolidated financial statements for the financial year covering the period from 1 January 2008 to 31 December 2008.

11.Adoption of a resolution on the number of Supervisory Board members for the 7th term.

12.Appointment of members of the Supervisory Board for the 7th.term

13.Motions from the floor.

14.Closing of the Ordinary General Shareholders Meeting.

The Management Board of the Company announces that shareholders of the Company holding dematerialised shares will be entitled to participate in the Ordinary General Meeting of Shareholders providing they submit to the Company depository certificates in the name of the holder issued by entities maintaining the securities accounts of those shareholders, confirming ownership of the shares in the Company and stating the number of shares deposited in the above-mentioned share accounts, and providing they do not take those certificates back before the closing of the Ordinary General Meeting of Shareholders. The above-mentioned shares should be frozen in the securities accounts until the time that the Ordinary General Meeting of Shareholders is completed.

The depository certificates should be submitted to the registered office of the Company, at ul. Nowowiejskiego 11 (room. 203) in Poznan, between the hours of 7:30 and 15:30, at least one week before the date of the Ordinary General Meeting of Shareholders. The deadline for submitting the depository certificates is 23 June 2009 at 14:00.

Shareholders entitled by registered shares have the right to participate in the Ordinary General Meeting of Shareholders if they are entered in the share register at least one week before the Ordinary General Meeting of Shareholders takes place.

Shareholders may participate in the Ordinary General Meeting of Shareholders and exercise their voting rights in person or by proxy. A proxy is invalid unless made in writing.

For three weekdays before the Ordinary General Meeting of Shareholders, at the office of the Company's Management Board at ul. Nowowiejskiego 11 in Poznan, a list of shareholders entitled to take part in the Ordinary General Meeting of Shareholders will be on display.

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.