Current Report No.: 30/2023

Title: Receipt of a proposal of terms and conditions for the State Treasury to acquire shares of ENEA Wytwarzanie Sp. z o.o. and ENEA Elektrownia Połaniec S.A.
Date: 2023.15.07
Report no.:  Current Report No.: 30/2023

Current Report No.: 30/2023

Date of Preparation: 15 July 2023

Issuer's Abbreviated Name: ENEA S.A.

Subject: Receipt of a proposal of terms and conditions for the State Treasury to acquire shares of ENEA Wytwarzanie Sp. z o.o. and ENEA Elektrownia Połaniec S.A.

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

Body of the report:

With reference to Current Report No. 24/2021 of 23 July 2021 on execution of a memorandum of understanding on cooperation in a spin-off of coal assets and their integration within the National Energy Security Agency ("NABE"), the Management Board of ENEA S.A. (the "Issuer") hereby reports that on 14 July 2023, it received a proposal from the State Treasury represented by the Minister of State Assets concerning a non-binding document summing up terms and conditions of a transaction of acquisition by the State Treasury of all the shares held by the Issuer in ENEA Wytwarzanie sp. z o.o. ("EW") and ENEA Elektrownia Połaniec S.A. ("EEP") with their subsidiaries (jointly, the "Subsidiaries") to establish NABE ("Transaction", "Document").

The document includes in particular, a proposal of a sales price for acquiring the shares of EW and EEP and a proposal of key economic and legal terms and conditions for carrying out the Transaction, including proposed key provisions of preliminary sales agreement and promised sales agreement as well as a proposed mechanism for settlement of the intra-group debt of the Subsidiaries to the Issuer.

According to the document, the sales price for the EW shares is PLN 2,479,000,000, and for the EEP shares is PLN 632,000,000 ("Sales Price") based on the enterprise value ("Enterprise Value") set on the basis of the locked-box mechanism as at 30 September 2022 adjusted for the net debt level.

The document provides for the Subsidiaries' debt to the Issuer in the amount of PLN 2,380,000,000 to be repaid for 8 years as of the date of entering into the Transaction,

and the repayment to be subject to the State Treasury's guarantee up to the amount of 70% of the debt. If the Subsidiaries' debt to the Issuer as at the date of the State Treasury's acquisition of the EW and EEP shares is higher, the difference will be repaid by NABE from a loan granted to NABE by banks within the Transactions.

Other intra-group settlements, especially settlements of CO2 emission allowances, are made on an ongoing basis and will not affect the Sales Price.

The document does not constitute an offer or a commitment to enter into an agreement.

The document will be the subject of further negotiations between the Issuer and the State Treasury, whose ultimate aim will be to agree on and sign a Document summing up the terms and conditions of the acquisition of the EW and EEP shares by the State Treasury. The Document will be signed only if the State Treasury concludes negotiations with all the following companies: ENEA S.A., TAURON Polska Energia S.A., PGE Polska Grupa Energetyczna S.A., Energa S.A.

The document is not binding. The Issuer will analyze it in detail. A possible acceptance of the proposals described in the Documents will depend on obtaining required corporate consents by the Issuer.

The Document agreed and signed by the parties will be the basis for the Minister of State Assets to file a request to the Prime Minister to acquire all the shares of EW and EEP held by the Issuer.


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