Current Report No.: 9/2021

Title: Signing of an agreement to purchase an equity stake in PGE EJ 1 Sp. z o.o.
Date: 2021.26.03
Report no.:  Current Report No.: 9/2021

Current Report No.: 9/2021

Date of Preparation: 26 March 2021

Issuer's Abbreviated Name: ENEA S.A.

Subject: Signing of an agreement to purchase an equity stake in PGE EJ 1 Sp. z o.o.

Legal Basis: Article 17(1) of the Market Abuse Regulation - confidential information

Body of the report:

With reference to Current Report No. 43/2020 of 1 October 2020 on the signing of a letter of intent on the purchase of an equity stake in PGE EJ 1 Sp. z o.o. ("PGE EJ 1"), the Management Board of ENEA S.A. ("Issuer") hereby reports that on 26 March 2021 an agreement was entered into with the State Treasury ("State Treasury") providing for the purchase by the State Treasury of a 100% equity stake in PGE EJ 1 sp. z o.o. ("Agreement").

The Agreement was signed by all shareholders of PGE EJ 1 (besides the Issuer, these are KGHM Polska Miedź S.A., PGE Polska Grupa Energetyczna S.A. and TAURON Polska Energia S.A., jointly referred to as the "Shareholders"). The company is responsible for the preparation and execution of an investment project involving the construction and operation of Poland's first nuclear power plant. The Issuer holds a 10% equity stake in PGE EJ 1.

Pursuant to the provisions of the Agreement, the Issuer is selling to the State Treasury 532,523 shares in PGE EJ 1, representing 10% of the share capital and carrying the right to 10% of votes at the shareholder meeting of PGE EJ 1. After the transaction has been closed, the Issuer will cease to hold any shares in PGE EJ 1.

The purchase price for the 100% equity stake is PLN 531,362,000, of which approximately PLN 53,136,200 is payable to the Issuer. Payment for the shares in PGE EJ 1 will be made by 31 March 2021. The purchase price will be subject to adjustment based on the valuation of PGE EJ 1 updated as at the transaction closing date. In the Issuer's opinion, such adjustment, if any, will not have a significant impact on the final purchase price.

Moreover, the Shareholders and PGE EJ 1 have entered into an annex to the agreement of 15 April 2015 concerning WorleyParsons, under which the Shareholders are liable on a pro rata basis for the liabilities or are entitled on a pro rata basis to benefits potentially arising from the settlement of the dispute with WorleyParsons, up to the value of claims plus interest as at 26 March 2021. Information on the progress of the dispute between PGE EJ 1 and WorleyParsons has been disclosed by PGE Polska Grupa Energetyczna S.A. in the pertinent periodic reports.

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.