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Current Report No.: 25/2014

Title: Conclusion by ENEA S.A. of a programme agreement relating to a bond issue programme
Date: 2014.15.05
Report no.:  Current Report No.: 25/2014

Current Report No.: 25/2014

Date of preparation: 15.05.2014

Short name of issuer: ENEA S.A.

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

Title: Conclusion by ENEA S.A. of a programme agreement relating to a bond issue programme

Content of report:

The Management Board of ENEA S.A. (Company, Issuer) informs that on 15 May 2014 the Company and Bank Gospodarstwa Krajowego, acting concurrently as the Issue Guarantor, Issue Agent, Payment Agent and Depositary (Guarantor Bank), concluded a programme agreement relating a long-term bond issue programme valued PLN 1,000 mln (one billion zloty) (Programme Agreement), within which the Issuer and the Guarantor Bank determined the terms and conditions of the bond issue programme (Programme).

The objective of the bond issue will be financing the current operations and investment needs of the Issuer and its significant subsidiaries.

The bond issue programme was concluded for the period of 12 years and 7 months and expires on 15 December 2026, and the Programme availability term within which bond issues will be performed expires on 15 December 2016. The bonds issued within the Programme will be straight.

The Programme Agreement anticipates a possibility of issuing bonds in numerous series, however the nominal value of each series will not be lower than PLN 100 mln (one hundred million zloty), and the nominal value of one bond will amount to PLN 1 mln (one million zloty). The bonds will be dematerialised registered bonds. Within the Programme the Issuer will be entitled to issue bonds of the total value not exceeding the Programme value, i.e. PLN 1,000 mln (one billion zloty).

The interest rate of the bonds will be 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, the offering will be made in the mode of Article 9 item 3 of the Act. The bonds will not be issued as 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.

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.