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 - insideinformation
Body of the report:
The Management Board of Enea S.A. ("Company," 'Issuer') hereby reportsthat on 15 December 2025, the Issuer's subsidiary, Enea Elkogaz sp. zo.o. ("Enea Elkogaz"), entered into a loan agreement with a consortiumof banks made up of Bank Gospodarstwa Krajowego, Powszechna KasaOszczędności Bank Polski S.A. and Bank Polska Kasa Opieki S.A. for atotal amount of approximately PLN 6,948 million ("Agreement") to financethe construction of a combined cycle gas turbine (CCGT) at the KozienicePower Plant ("Project").
Under the Agreement, Enea Elkogaz will obtain financing in the amount ofapproximately PLN 6,448 million in the form of non-recourse projectfinance, consisting of:
- term investment loan: approximately PLN 1,948 million,
- term investment loan covered by a guarantee from the KorporacjaUbezpieczeń Kredytów Eksportowych ("KUKE"): approximately PLN 4,500million.
Moreover, Enea Elkogaz will have the option of utilizing additionalrevolving facilities for a total of PLN 500 million.
The interest rate on the loans will be variable, calculated based onWIBOR plus margins.
The repayment date for all term loans is 15 June 2041.
In accordance with the provisions of the Agreement, the funds will beused to finance and refinance the costs of the Project, includingcapital expenditures, finance costs, VAT and working capital.
The repayment of liabilities incurred under the Agreement will be madefrom future cash flows to be generated by Enea Elkogaz.
The Agreement provides for the establishment of a collection of securityinterests typical for project finance, including on the Issuer's equityinterests in Enea Elkogaz and Enea Elkogaz's assets, such as mortgages,registered and financial pledges, assignment of rights under projectagreements, guarantees, insurance and pledges on receivables fromproject accounts.
The loans will be disbursed after a number of conditions precedent havebeen fulfilled, including the submission of a guarantee issued by KUKE,the contribution of own funds by Enea S.A., the provision of therequired corporate, legal and technical documents, and the establishmentof security interests.
The Agreement also contains provisions regarding restrictions on thedistribution of cash, disclosure obligations, events of defaults,financial indicators and guarantees of project cost overruns, as isstandard practice in project finance.
The execution of the Loan Agreement is a key stage in the implementationof the Project to build a modern combined cycle gas turbine (CCGT) atthe Kozienice Power Plant, enabling the financing of an investment ofstrategic importance for the Enea Group and the national power system.The Project is consistent with the assumptions of the "Enea GroupDevelopment Strategy until 2035", which calls for the construction ofgas-fired combined cycle power units as new low-emission generationcapacity solutions.
At the same time, the Company explains that its intention is to report,by way of a subsequent current report, only the occurrence ofcircumstances preventing the fulfillment of the said conditionsprecedent to the Agreement.