Current Report No.: 41/2012

Title: Conclusion of the loan agreement with the European Investment Bank
Date: 2012.18.10
Report no.:  Current Report No.: 41/2012

Current Report No.: 41/2012

Date of preparation: 18.10.2012

Short name of issuer: ENEA S.A.

Subject: Conclusion of the loan agreement with the European Investment Bank

Legal basis: Article 56 item 1(1) of the Act on Offerings - confidential information

Content of report:

The Management Board of ENEA S.A. (Issuer, Borrower) informs that on 18 October 2012 the Issuer and the European Investment Bank (Bank) concluded a Financial Agreement (Agreement) providing for the loan to be granted to the Borrower in the amount of PLN 950,000,000 (say: nine hundred and fifty million zloty) or its equivalent in the Euro currency. The Agreement also anticipates the use of the loan in another currency commonly used on primary currency exchange markets.

The funds gained from the loan will be designated for the funding of a multiannual investment plan in order to modernise and extend the power grids of ENEA Operator Sp. z o.o. (Programme) located in North-Western Poland. The total cost of the Programme is estimated for the amount of around PLN 3,244 mln.

The loan repayment period is up to15 years from the planned payment of the first tranche. The loan availability period is 24 months of the execution of the Agreement. The loan will be used in maximum 6 tranches. The amount of each tranche will constitute the equivalent of the amount not lower than PLN 100,000,000 (say: one hundred million zloty) except for the last tranche, which is to amount to the unused sum of the loan.

The interest rate of the loan may be fixed or floating. The Borrower may select a fixed or floating interest rate for a given tranche of the loan subject to the terms specified in the Agreement. If a floating interest rate is selected, it is determined by the Bank for each period between the dates of payment (the first period commences on the date of payment of the floating interest rate tranche). The floating interest rate equals to the relevant WIBOR rate increased with a fixed spread determined by the Bank, containing a margin specified in the Agreement.

The governing law for the Agreement is the Law of England and Wales. Any disputes connected with the Agreement will be solved by English courts.

The funds gained from the Agreement, the value of which is almost 10 per cent of the Issuer's equity, will constitute a significant funding source for investments planned within the ENEA Capital Group.

At the same time the Issuer informs that on 18 October 2012 in relation to the execution of the aforementioned loan agreement an additional agreement was concluded on the realisation of the programme between the Issuer, Bank and ENEA Operator Sp. z o.o. regulating the issues connected with the rules of the programme realisation in the part based on the funds offered by the Bank.

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.