26. Equity

On 19 January 2022, the Management Board of ENEA S.A. adopted a resolution to initiate a process to raise the Company’s share capital by an amount of not less than PLN 1.00 and not higher than PLN 88 289 thousand, i.e. to an amount not higher than PLN 529 731 thousand, through the issue of at least 1 and no more than 88 288 515 ordinary bearer shares series D, with a nominal value of PLN 1.00 each („Series D Shares”), which will be addressed to investors meeting specific criteria, as set in the resolution regarding the share capital increase via the issue of Series D Shares, with the right of pre-emption to all Series D Shares being waved for all of the Company’s existing shareholders. The issue will be a private subscription pursuant to art. 431 § 2 point 1 of the Polish Commercial Companies Code, conducted as a public offering exempted from the obligation to publish a prospectus in the meaning of the relevant laws or another information document. Given the above, on 19 January 2022 the Management Board called an Extraordinary General Meeting with the intention of adopting the resolution on a share capital increase via the Series D Share issue, with pre- emption rights waived entirely.

The newly-issued Series D Shares will constitute less than 20% of the Company’s shares admitted to regulated-market trading. The objective of the Series D Share issue is to raise capital to finance investment projects in ENEA Group’s Distribution Area (including the expansion and modernisation of high- and medium-voltage grids, installation of remote meters and grid connections for new customers), being implemented by ENEA Operator Sp. z o.o., with no possibility to finance coal assets. These projects are aligned with ENEA Group’s strategy and are intended to ensure energy security as well as continuous and reliable electricity supplies in ENEA Operator Sp. z o.o.’s operating area.

The Management Board of ENEA S.A. submitted an application to the Company’s Supervisory Board to express an opinion on the share capital increase as a matter that will be presented to the Company’s General Meeting to be examined. On 26 January 2022, the Supervisory Board issued a positive opinion on the matter.

Moreover, on 21 January 2022 ENEA S.A. submitted an application to the President of the Council of Ministers for the State Treasury to acquire Series D Shares for a total amount of not less than PLN 899 660 thousand in exchange for a cash contribution from the re-privatisation fund referred to in art. 56 sec. 1 of the Act of 30 August 1996 on commercialisation and certain employee entitlements („Application”). The Company is requesting that the State Treasury acquire not less than 45 470 725 (i.e. the proportional number of Series D Shares to the State Treasury’s existing stake in the total number of the Company’s shares) and not more than 88 288 515 Series D Shares (i.e. the maximum number of Series D Shares to be issued). If the Application is examined positively, the final number of the Series D Shares taken up by the State Treasury will depend on the demand for Series D Shares on the part of other authorised investors in a book-building process in accordance with rules specified in the resolution on an increase of the Company’s share capital by issuing Series D Shares. The Application was filed on the basis of the Regulation of the Minister of Finance of 23 December 2021 on detailed procedures for the State Treasury to acquire or take up shares using the Re-privatisation Fund in 2021-2022.