Current Report No.: 43/2025

Current Report No.: 43/2025

Date of Preparation: 15 December 2025

Issuer's Abbreviated Name: Enea S.A.

Subject: Execution of a loan agreement by Enea Elkogaz

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

Body of the report:

The Management Board of Enea S.A. ("Company," 'Issuer') hereby reports that on 15 December 2025, the Issuer's subsidiary, Enea Elkogaz sp. z o.o. ("Enea Elkogaz"), entered into a loan agreement with a consortium of banks made up of Bank Gospodarstwa Krajowego, Powszechna Kasa Oszczędności Bank Polski S.A. and Bank Polska Kasa Opieki S.A. for a total amount of approximately PLN 6,948 million ("Agreement") to finance the construction of a combined cycle gas turbine (CCGT) at the Kozienice Power Plant ("Project").

Under the Agreement, Enea Elkogaz will obtain financing in the amount of approximately PLN 6,448 million in the form of non-recourse project finance, consisting of:

- term investment loan: approximately PLN 1,948 million,

- term investment loan covered by a guarantee from the Korporacja Ubezpieczeń Kredytów Eksportowych ("KUKE"): approximately PLN 4,500 million.

Moreover, Enea Elkogaz will have the option of utilizing additional revolving facilities for a total of PLN 500 million.

The interest rate on the loans will be variable, calculated based on WIBOR plus margins.

The repayment date for all term loans is 15 June 2041.

In accordance with the provisions of the Agreement, the funds will be used to finance and refinance the costs of the Project, including capital expenditures, finance costs, VAT and working capital.

The repayment of liabilities incurred under the Agreement will be made from future cash flows to be generated by Enea Elkogaz.

The Agreement provides for the establishment of a collection of security interests typical for project finance, including on the Issuer's equity interests in Enea Elkogaz and Enea Elkogaz's assets, such as mortgages, registered and financial pledges, assignment of rights under project agreements, guarantees, insurance and pledges on receivables from project accounts.

The loans will be disbursed after a number of conditions precedent have been fulfilled, including the submission of a guarantee issued by KUKE, the contribution of own funds by Enea S.A., the provision of the required corporate, legal and technical documents, and the establishment of security interests.

The Agreement also contains provisions regarding restrictions on the distribution of cash, disclosure obligations, events of defaults, financial indicators and guarantees of project cost overruns, as is standard practice in project finance.

The execution of the Loan Agreement is a key stage in the implementation of the Project to build a modern combined cycle gas turbine (CCGT) at the Kozienice Power Plant, enabling the financing of an investment of strategic importance for the Enea Group and the national power system. The Project is consistent with the assumptions of the "Enea Group Development Strategy until 2035", which calls for the construction of gas-fired combined cycle power units as new low-emission generation capacity solutions.

At the same time, the Company explains that its intention is to report, by way of a subsequent current report, only the occurrence of circumstances preventing the fulfillment of the said conditions precedent to the Agreement.