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Current Report No.: 34/2012

Title: Conclusion of a programme agreement and an agreement on guaranteeing the subscription for the bonds issued by ENEA Wytwarzanie S.A.
Date: 2012.08.09
Report no.:  Current Report No.: 34/2012

Current Report No.: 34/2012

Date of preparation: 08.09.2012

Short name of issuer: ENEA S.A.

Subject: Conclusion of a programme agreement and an agreement on guaranteeing the subscription for the bonds issued by ENEA Wytwarzanie S.A.

Legal basis: Article 56 item 1(2) of the Act on Offerings - current and periodic information

Content of report:

Acting pursuant to § 5 item 1(3) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities [...], the Board of ENEA S.A. (Company, Guarantor) informs that on 8 September 2012 between the Company and ENEA Wytwarzanie S.A. (Subsidiary) and BRE Bank S.A. (Bank) the Programme Agreement was concluded relating to the Bond Issue Programme up to the amount of PLN 4,000,000,000 (Programme Agreement).

The Bond Issue Programme up to the amount of PLN 4,000,000,000 (Programme) established by the Subsidiary based on the Programme Agreement anticipates the bond issue as a proposal of their purchase to the Guarantor.

The Programme was established for the period from the conclusion of the Programme Agreement to 15 June 2022, and the Programme availability period within which bond issues will be performed expires on 31 December 2017 (Programme Availability Period). The bonds issued within the Programme will be straight.

The Bank will act as the Issue Agent, Agent for Payment and the Depositary.

The funds obtained from the issue will be designated for the financing of the construction of a supercritical bituminous coal fired power unit in the Power Plant in Kozienice with the power net capacity of: 900 - 1,000 MWe and other investment needs of the Subsidiary approved by the Guarantor.

The Programme Agreement anticipates a possibility of issuing bonds of the total value not exceeding the Programme value in no more than 40 series, however the nominal value of each series will not be lower than PLN 100,000,000, a nominal value of one bond will amount to PLN 1,000,000. The bonds will be dematerialised registered bonds. The interest rate of the bonds is floating and determined annually based on WIBOR 6M rate plus a fixed margin. The bonds will bear interest from the issue date (inclusive) till the redemption date (exclusive).

The bonds will be issued in accordance with the Act of 29 June 1995 on bonds and the offering will be performed in the mode of Article 9 item 3 of the Act. The bonds will not be issued through a public offer in the meaning of the Act of 29 July 2005 on Public Offerings.

The Programme Agreement was concluded for the term of the Programme or till the redemption day of the last bond if on the last day of the Programme not all the bonds are redeemed.

Together with the Programme Agreement on 8 September 2012 between the Company and the Subsidiary an Agreement was concluded for guaranteeing the bond subscription relating to the Bond Issue Programme up to the amount of PLN 4,000,000,000 (Guarantee Agreement).

Compliant with the Guarantee Agreement the Company is obliged towards the Subsidiary to purchase the bonds on the primary market subject to the terms mentioned in the Guarantee Agreement and conditions contained in the Programme Agreement. The Guarantor's obligation to subscribe for bonds within the guarantee of bond subscription is valid within the Programme Availability Period.

The Guarantee Agreement was concluded for the term of the Programme, i.e. from the date of conclusion of the Programme Agreement to 15 June 2022 or till the redemption day of the last bond if on the last day of the Programme not all the bonds are redeemed.

As a criterion of the recognition of agreements as significant the Company applies a criterion of 10% of the equity.

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.