ENEA: Podpisanie umowy sprzedaży udziałów w spółce PGE EJ 1 sp. z o.o.

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.

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