Current report No.: 47/2009

Title: Sale of own shares
Date: 2009.11.08
Report no.:  Current report No.: 47/2009

Current report No.: 47/2009

Date: 11.08.2009

Short name of issuer: ENEA S.A.

Subject: Sale of own shares

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 pt. 6 of the Regulation of the Minister of Finance on current and periodic information published by issuers of securities of 19 October 2009 […] the Management Board of ENEA S.A. (the “Issuer," the “Company) hereby announces that on 11 August 2009 a sale transaction regarding the Company’s own shares with a nominal value of PLN 1.00 was settled, as a result of which the Issuer sold 1,129,608 own shares at an average unit price of PLN 19.90 per share. The sold shares constitute 0.26 per cent of the share capital and correspond to 1,129,608 votes at the General Meeting of Shareholders of the Company, which constitutes 0.26 per cent of votes at the General Meeting of Shareholders. After concluding the above transaction, the Issuer does not hold any of its own shares.

In connection with the public offering of Series C shares carried out in November 2008, the Main Offering Manager, acting as the Stabilising Manager, purchased on the Warsaw Stock Exchange rights to shares offered by the Company in order to stabilise their listed price. A detailed description of the above underwriting agreement and stabilisation option was presented in the Company’s issue prospectus published on 23 October 2008 (and later amended), while the course and results of the implementation of the stabilisation option were presented in current reports. The purchase transactions involving the rights to shares took place within a period of 30 days from the first listing of the rights to shares on the Warsaw Stock Exchange, i.e. until 16 December 2008, at a price no higher than the issue price. Pursuant to the underwriting agreement, as part of the execution of the stabilisation option, the Stabilising Manager sold to the Company 1,129,608 rights to its own shares, which ENEA S.A. purchased with the aim of redemption pursuant to resolution No. 4 of the Extraordinary General Meeting of Shareholders of 10 October 2008.

Here the Issuer wishes to stress that the main reason for these transactions was the stabilisation of the price of the rights to the Company’s shares, and not the redemption of the purchased shares (after the prior registration of a share capital increase). It should be noted that the goal indicated in the resolution, of the redemption of shares purchased as part of the price stabilisation operation, stemmed from the fact that at the time when the said resolution was being adopted there were no legal regulations that would make it possible for the Company to sell its own shares in a manner that more fully takes into account its interests. There is no doubt about the fact that the redemption of shares purchased by the Company during the price stabilisation operation that took part during the public offering of these shares is not an optimal solution from the point of view of the Company’s interests.

In view of the above, it should then be concluded that being guided by the well-understood interests of the Company and taking into account the position of legal literature in this regard, the sale of these shares is justified.

The goal of the sale of own shares purchase as part of the stabilisation option is to obtain funds in connection with the acceleration of investments into renewable energy sources, e.g. involving biomass and renewable energy. Pursuant to the provisions of the issue prospectus, the capital obtained from the public offering was to have been designated for investments, among others the building of two modern power units in Kozienice, co-generation, meaning the generation of electricity and utility heat through the combustion of a single primary fuel, and investments into renewable energy sources. With regard to investments into the power units, the funds for their construction have been secured. At the same time, directly after conducting the public offering the Issuer began the process of purchasing shares and assets in heat-generating companies. However, as a result of the market situation, the Issuer decided to accelerate investments into renewable energy sources, which were originally planned for a later time. The sale of its own shares allows the Issuer to quickly free up funds and to obtain the additional capital required to implement its plans in this regard.

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.