2949775424

Improuing the effectiveness ofhow the Group functions

As part of improving the effectiveness of how the Group functions, strategie goals will be realised in order to inerease revenues, reduce costs and integrate operations to inerease the margin on the Group's core operations. Optimisation activities will concern all the business areas of the Group and will be realised among others through the transfer of basie functions connected with the growth of the company to the level of a corporate centre of the Group, and also realisation of synergies resulting from the activity of particular business areas within the whole Capital Group.

Building a socially responsible business

We are undertaking actions with an objective to build a socially responsible business. Within these activities objectives will be realised which in the long run will inerease the value of the business by incorporating responsible business principles into the operations of the Group. A morę detailed description of the area was presented in the "Report on operations of ENEA S.A. within corporate social responsibility" constituting an attachment to this document.

A new business model ofthe Group

A successful realisation of the policy of the Company's development, including the whole Group, depends on the implementation of the Group's new business model. A fundamental task of this new model is to guarantee that the ENEA Capital Group will be able to function flexibly over the long term, thereby taking a fuli advantage of the opportunities and meeting the challenges of the Polish power industry.

2.2.1. Description of key Capital im/estments

Implementing the strategy as regards the development and restructuring ofthe ENEA Capital Group, ENEA S.A. madę the following Capital investments in 2012:

•    Raising of the share Capital of Elektrownie Wodne Sp. z o.o. in consideration for a contribution in kind in the form of a real pro perty

On 13 March 2012 the Extraordinary General Meeting of Shareholders of Elektrownie Wodne Sp. 2 o.o. adopted a Resolution on raising of the share Capital of the Company by PLN 49,000, from PLN 239,849,500 to PLN 239,898,500, through the creation of 98 new shares that were offered to ENEA S.A. which took up all the newly created shares and paid for them with a contribution in kind being the right of perpetual usufruct of the properties comprising plots of land located in Ptusza, of the total area of 1.2798 ha, and in Dobrzyca, ofthe total area of 0.4924 ha, ofthe total value of PLN 49,000. The transfer of the aforementioned property to the company aimed at, among others, the organisation of the economic position of ENEA Capital Group.

•    Consolidation of a błock of shares of Elektrociepłownia Białystok S.A.

Within the process being in progress of purchasing shares of Elektrociepłownia Białystok S.A., on 8, 9 and 15 March 2012 and 10 August 2012 agreements were concluded based on which ENEA S.A. purchased a total of 985 shares of Elektrociepłownia Białystok S.A. with its registered Office in Białystok. In relation to the above, the shareholding structure was as follows: ENEA S.A. held 1,844,199 shares, and the other shareholders held 76 shares. Based on the Share Subscription Agreement for the shares of ENEA Wytwarzanie S.A. concluded on 28 December 2012, ENEA S.A. madę a contribution in kind to ENEA Wytwarzanie S.A. being the shares of Elektrociepłownia Białystok S.A.

•    łmestments in renewable energy sources - purchase of Windfarm Polska Sp. z o.o.

(in Bardy in the Zachodniopomorskie Province)

On 16 April 2012 ENEA S.A. purchased from Equiventus Capital S.a.r.l (Luxembourg) all the 50 shares in Windfarm Polska Sp. z o.o. with the nominał value of PLN 1,000.00 each. Windfarm Polska Sp. z o.o with its registered Office in Koszalin operates within generation of electricity. The farm located in Bardy (municipality of

Enea

2012