Current Report No.: 55/2012

Current Report No.: 55/2012

Date of preparation: 28.12.2012

Short name of issuer: ENEA S.A.

Subject: Conclusion by ENEA S.A. and ENEA Wytwarzanie S.A. of the subscription agreement for shares of ENEA Wytwarzanie S.A. in consideration for a contribution in kind within the realisation of the process of the Integration of the Generation Area in the ENEA Capital Group

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(1) and (3) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information [...] and in relation to the information mentioned in item 1.3 of the Other information to the ENEA S.A.'s extended consolidated report for Q3 2012 the Board of ENEA S.A. (Issuer, Company) informs that on 28 December 2012 the Issuer and ENEA Wytwarzanie S.A., within the realisation of the process of the Integration of the Generation Area in the ENEA Capital Group, concluded the agreement on the subscription for shares of ENEA Wytwarzanie S.A. (Agreement). Compliant with the Agreement the Issuer subscribed for all, i.e. 158,356,706 C series ordinary registered shares, with the nominal value of PLN 10 each, i.e. of the total nominal value of PLN 1,583,567,060, in the raised share capital of ENEA Wytwarzanie S.A. (Shares). The Shares subscribed for correspond to 77.4% share in the raised share capital of ENEA Wytwarzanie S.A. The C series shares were subscribed for by the Issuer complaint with Article 431 § 2 item 1 of the Commercial Companies Code through a private subscription at the issue price equal to the nominal value of shares. The new shares entitle to the dividend starting from the registration date of the raising. The Shares purchased this way constitute a long-term capital deposit of the Issuer and will be recognised in the Issuer's books of account in the book value of PLN 1,583,567,060, corresponding to the nominal value of the Shares. In consideration for the taken up Shares the Issuer made a contribution in kind of the total fair value of PLN 1,583,567,060, in the form of:

1. 1,844,199 shares of Elektrociepłownia Białystok S.A. in Białystok of the nominal value of PLN 10 each, of the total fair value of PLN 538,506,100. The amount of the contribution was determined by a certified auditor using the income method - discounted cash flows.

2. 479,780 shares in Elektrownie Wodne Sp. z o.o. in Samociążek of the nominal value of PLN 500 each, of the total fair value of PLN 513,062,330. The amount of the contribution was determined by a certified auditor using the income method - discounted cash flows and multiplies method - comparative method.

3. 9,742 shares in Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Oborniki of the nominal value of PLN 500 each, of the total fair value of PLN 11,171,340. The amount of the contribution was determined by a certified auditor using the income method - discounted cash flows and comparative method - market multiplies.

4. 18,657 shares in Miejska Energetyka Cieplna Piła Sp. z o.o. in Piła of the nominal value of PLN 1,000 each, of the total fair value of PLN 41,743,350. The amount of the contribution was determined by a certified auditor using the income method - discounted cash flows and comparative method - market multiplies.

5. 18,350 shares in DOBITT ENERGIA Sp. z o.o. in Gorzesław of the nominal value of PLN 500 each, of the total fair value of PLN 14,999,100. The amount of the contribution was determined by a certified auditor using the income method - discounted cash flows and assets based method - adjusted net asset method.

6. 50 shares in "WINDFARM POLSKA" Sp. z o.o. in Koszalin of the nominal value of PLN 1,000 each, of the total fair value of PLN 102,398,080. The amount of the contribution was determined by certified auditors using the discounted cash flow method.

7. a claim towards "WINDFARM POLSKA" Sp. z o.o. in Koszalin by title of the loan agreement in the amount of EUR 8,877,094.31 of the fair value of PLN 37,827,960. The value of the contribution was determined by certified auditors as the nominal value of the principal of the loan denominated in EUR with interests calculated till 30.12.2012, recalculated into PLN using the average exchange rate published by NBP (National Bank of Poland) as at the valuation date, i.e. PLN/EUR 4.2613.

8. a claim towards "WINDFARM POLSKA" Sp. z o.o. in Koszalin by title of the supply and construction in the total amount of EUR 76,000,000 of the fair value of PLN 323,858,800. The value of the contribution in kind was determined by certified auditors as the nominal value of the claim denominated in EUR recalculated into PLN using the average exchange rate published by NBP (National Bank of Poland) as at the valuation date, i.e. PLN/EUR 4.2613.

ENEA Wytwarzanie S.A. whose shares were subscribed for based on the Agreement is a single-person subsidiary of the Issuer. In relation to the subscription for shares the share of the Issuer in the share capital of ENEA Wytwarzanie S.A. remains unchanged and amounts to 100%. As a result of the concluded Agreement the Issuer presently holds 204,604,950 votes at a General Meeting of ENEA Wytwarzanie S.A. which constitutes 100% of the total number of votes in ENEA Wytwarzanie S.A.

The Agreement contains no provisions on contractual penalties.

The conclusion of the Agreement is closely related to the process of the Integration of the Generation Area in the ENEA Capital Group aiming at the implementation of a new model of the ENEA Group's operations, ensuring e.g. an efficient decision making process within the cohesive generation strategy, an optimal allocation of resources, competences and means, and an improvement in the efficiency through the integration of the generation area of electricity. An entity integrating the area of generation of electricity and heat in the ENEA Capital Group will be ENEA Wytwarzanie S.A. which will also become a unit focusing the management and operating competences within this scope in the ENEA CG. The implementation of the new model of operations of the ENEA Capital Group is connected with the necessity to make changes within its organisational structure. Presently, seven subsidiaries are dealing with the generation of electricity and heat in the ENEA Group: ENEA Wytwarzanie S.A. and six companies listed above which, based on the Agreement, were taken over by ENEA Wytwarzanie S.A.

As a result of the conclusion of the Agreement on 28 December 2012 in the ENEA Capital Group a holding structure was developed which is managed by ENEA Wytwarzanie S.A. in Świerże Górne. ENEA Wytwarzanie S.A. took over six companies from the Issuer operating within the generation of electricity and heat in the ENEA Capital Group. This is the first stage of the process of the Integration of the Generation Area.

Another stage is the integration of companies generating electricity and heat. ENEA Wytwarzanie S.A. will merge with Elektrociepłownia Białystok S.A., Elektrownie Wodne Sp. z o.o. and DOBITT ENERGIA Sp. z o.o. The companies will be included in the capital structure of ENEA Wytwarzanie S.A. as its branches. In turn, Miejska Energetyka Cieplna Piła Sp. z o.o., Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o., and "WINDFARM POLSKA" Sp. z o.o. will remain in a complete operating subjectivity as subsidiaries of ENEA Wytwarzanie S.A.

The value of the Agreement and the Shares subscribed for exceeds 10% of the Issuer's equity, assumed by ENEA S.A. as a criterion of recognition of agreements and assets as significant.