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Current Report No.: 13/2018

Title: Signing of an Annex to the Investment Agreement regarding involvement in the preparation for construction, construction and operation of a new power unit at Ostrołęka Power Plant and the acquisition of shares in Elektrownia Ostrołęka sp. z o.o.
Date: 2018.26.03
Report no.:  Current Report No.: 13/2018

Current Report No.: 13/2018

Date of preparation: 26 March 2018

Short name of Issuer: ENEA S.A.

Legal basis: Art. 17 section 1 of MAR - confidential information

Subject: Signing of an Annex to the Investment Agreement regarding involvement in the preparation for construction, construction and operation of a new power unit at Ostrołęka Power Plant and the acquisition of shares in Elektrownia Ostrołęka sp. z o.o.

Content of report:

The Management Board of ENEA S.A. ("Issuer"), in relation to the Current Report No. 42/2016 of 8 December 2016 and the Current Report No. 1/2017 of 17 January 2017, hereby informs that on 26 March 2018 the Issuer concluded Annex No. 1 ("Annex") to the Investment Agreement with the companies ENERGA S.A. and Elektrownia Ostrołęka Sp. z o.o. ("Company", "Ordering party") concerning the execution of the Ostrołęka C project.

In accordance with the concluded Annex, the Parties have increased the estimate total capital expenditure arising from their obligations to be undertaken at the Development Stage of the Ostrołęka C project, that is until a Notice To Proceed (NTP) is issued to the general contractor. The capital expenditure attributable to the Issuer shall amount to approx. PLN 226 million.

The capital expenditure has been increased in order to provide the resources for, amongst others, for organisational works which will result from the contract concluded with the general contractor, related investments and the operations of the Company.

Moreover, the Issuer hereby informs that in the course of performance of the Investment Agreement the Issuer acquired on 23 March 2018 from ENERGA S.A. a stake of 1,201,036 shares in the Company, which, together with the shares in the Company already held by the Issuer, constitute in total 50% of the Company's share capital, for approx. PLN 58 million. Together with the price paid for the previously held shares of the Company, this amounts to approx. PLN 101 million. In view of the above, the total sum of the Issuer's estimated capital expenditure resulting from the obligations undertaken until the notice to proceed the works is issued to for the general contractor may reach approx. PLN 327 million.

The conclusion of the said Annex is not equivalent to:

-the decision taken by the Company's Management Board to select a General Contractor, hence it does not mean the conclusion of the public contract awarding procedure under the name of "Construction of Ostrołęka Power Plant with approx. 1,000 MW power output" by the Ordering Party;

-the consent given to enter into a contract with a General Contractor - in order to give such a consent it is necessary to obtain the required corporate approvals, including the consent of the Issuer's Supervisory Board;

-the agreement granted to issue a Notice To Proceed (NTP) - the issue of an NTP requires, among others, prior consent of the Issuer's Supervisory Board and prior qualified consent of the Issuer's General Meeting to commence the Construction Stage.

It is estimated that the capital expenditure related to the conclusion of the agreement between the Ordering party and the General Contractor until the NTP is issued will not exceed the equivalent of 4% of the price under the contract.

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.