Closure of ENERGA SA shares subscription for the Qualified Retail Investors

"Disclaimer:

This material is not for release, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Canada or Japan or any other jurisdiction where applicable laws restrict or prohibit the release of the information contained herein.

This material is for promotional purposes only and does not constitute an offer to sell or an invitation to acquire the securities of ENERGA S.A. (the “Company”).

The prospectus prepared in connection with the public offering of the Company’s shares in Poland and their admission and introduction to trading on the regulated market of the Warsaw Stock Exchange is available on the Company’s website (www.grupaenerga.pl) and the offering agent’s website (www.dm.pkobp.pl).

A list of the Customer Service Points of the brokerage firms accepting subscriptions for shares in the Company is available on the Company’s website (www.grupaenerga.pl) and the offering agent’s website (www.dm.pkobp.pl)."

The total amount of shares subscriptions provided for the Qualified Retail Investors has reached over 7,076,103 shares offered on the first day. Therefore the Selling Shareholder informed, that subscription for ENERGA SA shares in the Qualified Retail Investors category has been closed on 19 November 2013. The subscription for Individual Investors category is still ongoing, which according to the schedule prescribed by the Prospectus will be closed on 2 December.

In accordance to the principles prescribed by the Prospectus, the Selling Shareholder reserves the right to increase the number of shares Offered to the Qualified Retail Investor not later than the publication of the information on the final number of Offered Shares in the Offering and on the final number of Offered Shares to be offered to various investor categories.

- Such a great interest in ENERGA SA shares is a good herald for the whole transaction. It shows also that our offer and strategy shown in the prospectus are positively received. The Management Board of ENERGA SA will make every effort to fulfill investors expectations - Says Mirosław Bieliński, CEO of ENERGA SA

ENERGA SA, the third largest distribution system operator in Poland measured by the volume of energy distributed to end-customers, published on 18 November 2013 the prospectus (the “Prospectus”) prepared by the Company in conjunction with the public offering of up to 141,522,067 series AA ordinary shares with a nominal value of PLN 10.92 each ("Offered Shares") (“Offering”) and seeking admission and introduction to trading of 269,139,114 series AA ordinary shares with a nominal value of PLN 10.92 each, including the Offered Shares, on the main floor of the Warsaw Stock Exchange was approved by the Polish Financial Supervision Authority on 15 November 2013.

The shares in the Offering are being offered exclusively by the State Treasury of the Republic of Poland. It is the Selling Shareholder’s intention for the final number of Offered Shares in the Offering, including the Over Allotment Option, not to exceed 141,522,067 series AA ordinary bearer shares in the Company.

Retail Investors will be able to subscribe for Offered Shares until 2 December 2013 (until 11:59 p.m.). Book-building for Institutional Investors will be conducted until 3 December 2013. After its completion Institutional Investors will be able to subscribe for the Offered Shares from 4 to 6 December 2013.

The Offering

The Offering is for up to 141,522,067 series AA ordinary bearer shares in the Company with a nominal value of PLN 10.92 each. The State Treasury of the Republic of Poland is the selling shareholder. Concurrently, ENERGA is applying for admission and introduction to trading of 269,139,114 series AA ordinary bearer shares with a nominal value of PLN 10.92 each, including the Offered Shares, on the main floor of the Warsaw Stock Exchange S.A. The final number of Offered Shares in the Offering, including the Over Allotment Option (which are not part of the public offering in Poland) will not exceed 141,522,067 Offered Shares.

The following entities are eligible to participate in the Offering:

Retail Investors
Qualified Retail Investors and
Institutional Investors

Principles for Retail Investors and Qualified Retail Investors to submit subscriptions and the maximum price

For Retail Investors the number of shares in a subscription may not be lower than 1 or higher than 1,500 Offered Shares. In turn, Qualified Retail Investors may subscribe for no less than 1 and no more than 6,000 Offered Shares. Submitting a subscription for shares in the Qualified Retail Investors category does not rule out filing a subscription in the Retail Investors category. Similarly, submitting a subscription in the Retail Investors category does not rule out submitting a subscription in the Qualified Retail Investors category. Subscriptions in both Retail Investors categories will be accepted at the maximum price. Retail Investors and Qualified Retail Investors have the right to file just one subscription in a single category.

In the Retail Investors category a subscription for more than 1,500 Offered Shares will be treated as a subscription for 1,500 Offered Shares, while in the Qualified Retail Investors category a subscription for more than 6,000 Offered Shares will be treated as a subscription for 6,000 Offered Shares. In both categories, if an investor submits more than one subscription in the same investors category, the subscription for the largest number of Offered Shares will be treated as the sole subscription. In the same investors category, if an Retail Investor or Qualified Retail Investor submits more than one subscription for the same number of Offered Shares, the subscription submitted first to the WSE system will be treated as the sole subscription.

Sale price

The sale price for Retail Investors, Qualified Retail Investors and Institutional Investors will be set on the date of completing the book-building process among Institutional Investors, i.e. on 3 December 2013.

The sale price for Institutional Investors may exceed the Maximum Price. The sale price for Individual Investors may not exceed the Maximum Price. If the Institutional Investors’ Sale Price is not higher than the Maximum Price, the Retail Investors and Qualified Retail Investors will acquire the Offered Shares at a price equal to the Sale Price for Institutional Investors.

Number of shares sold

The final number of shares sold will be determined on the date of setting the sale price for the Offered Shares, i.e. 3 December 2013. The number of Offered Shares for Retail Investors will be the lower of the following numbers: (i) 15% of the Final Total Number of Offered Shares and Over Allotment Option (rounded down to the nearest integer) and (ii) the number of Offered Shares for which Retail Investors submit valid subscriptions. The number of Offered Shares for Qualified Retail Investors will be the lower of the following numbers: (i) 7,076,103 Offered Shares and (ii) the number of Offered Shares for which Qualified Retail Investors submit valid subscriptions.

The Selling Shareholder reserves the discretionary right to increase the numbers referred to in items (i) in the preceding paragraphs by no more than 7,076,103 Offered Shares, bringing the total final number of Offered Shares for Retail Investors and Qualified Retail Investors up to 35,380,516 Offered Shares. This number may be increased with respect to one of the two investors categories or both of them, in any case by no more than a total of 7,076,103 Offered Shares. Decisions will be made separately for each investors category. The number of Offered Shares for Retail Investors and Qualified Retail Investors may be increased only if Retail Investors or Qualified Retail Investors submit valid subscriptions for Offered Shares for more Offered Shares than stated in items (i) in the paragraph above, respectively. The Selling Shareholder may make the decision(s) with respect to Qualified Retail Investors at the latest prior to the publication of the information on the final number of Offered Shares in the Offering and on the final number of Offered Shares to be offered to various investor categories. The Selling Shareholder may make this (these) decision(s) with respect to Retail Investors at the same time as setting the final number of Offered Shares to be offered in the Offering and the final number of Offered Shares to be offered to various investor categories.

Consortium

J.P. Morgan and UBS Investment Bank are acting as Joint Global Coordinators and Joint Bookrunners. Dom Maklerski PKO BP is acting as the Offering Agent. Banco Espirito Santo, BofA Merrill Lynch, Citi, Dom Maklerski PKO Banku Polskiego and UniCredit are acting as Joint Bookrunners. Biuro Maklerskie Alior Banku, Dom Maklerski Banku Ochrony Środowiska S.A., DI BRE Banku and Ipopema Securities are acting as Other Managers.

Planned Offering schedule

Below please find information on the planned Offering schedule. The time is specified as Warsaw time.

18 November 2013	Publication of the Prospectus, commencement of the book-building process among Institutional Investors
19 November - 2 December 2013 (until 5:00 p.m.)	Period to accept subscriptions from Qualified Retail Investors (insofar as it does not end earlier according to the principles prescribed by the Prospectus)
19 November - 2 December 2013 (until 11:59 p.m.)	Period to accept subscriptions from Retail Investors
3 December 2013	Closing the book-building process among Institutional Investors Determining the final number of Offered Shares in the Offering, the final number of Offered Shares for the particular categories of investors and the Sale Price for Retail Investors’ and the Sale Price for Institutional Investors
4 - 6 December 2013	Acceptance of purchase orders from the Institutional Investors
6 December 2013	Submission of purchase orders for the sale of the Offer Shares to Retail Investors and Qualified Retail Investors through the WSE system and registration of the Offer Shares in the securities accounts of Retail Investors and Qualified Retail Investors
On or about 10 December 2013	Registration of the Offer Shares in the securities accounts of the Institutional Investors (provided that all the data, presented by investors for the registration of the Offer Shares in their securities accounts, is complete and correct)
On or about 11 December 2013	First day of listing the series AA Shares on the WSE

The Issue Prospectus is available on the www.grupa.energa.pl and www.dm.pkobp.pl websites. We also encourage you to review information pertaining to ENERGA S.A.’s initial public offering on the www.debiut.energa.pl website.

About the ENERGA Group

The ENERGA Group’s core business entails the distribution, generation and sale of electricity. ENERGA is the third largest distribution system operator in Poland in terms of the volume of electricity distributed to end-customers. The Group distributes electricity to over 2.9 million individual and business customers (as at 30 September 2013). The distribution grid consists of power lines with a total length of over 193 thousand kilometres (as at 30 June 2013). It covers an area of almost 77 thousand square kilometres, which constitutes ca. 25% of Poland’s landmass (as at 30 June 2013). ENERGA is one of the largest sellers of energy coming from renewable energy sources (“RES”) in Poland. In 2012 the total installed capacity of RES connected to the Company’s distribution grid was 1.6 GW, which constituted approximately 36% of the total capacity installed in RES in Poland (as at 31 December 2012).

The ENERGA Group is one of the three largest sellers of electricity in Poland in terms of the quantity of energy sold to end-customers, with a market share of nearly 17% as at the end of December 2012.

The generation capacity installed in the Group’s power plants is based on diversified sources of energy, such as coal, water, wind and biomass. The total generation capacity installed in the Group’s power plants is 1.3 GW. The Group has the greatest share of electricity generated from RES in total electricity generated among key power groups operating on the Polish market. Green energy is generated in 46 run-of-river hydro power plants, wind farms and biomass firing installations.

In 2012 the Group’s sales of electricity to end-customers was 20.5 TWh, whilst the volume of electricity sold on the wholesale market was 5.4 TWh. In this period the Group’s gross electricity production was 4.1 TWh. During the nine month period ended 30 September 2013, the Group’s sales of electricity to end-customers was 13.6 TWh while on the wholesale market it was 7.8 TWh. Gross electricity production totaled 3.8 TWh.

In 2012, the Group generated sales revenues of PLN 11.2 billion, EBITDA* of PLN 1.6 billion, and net profit of PLN 456 million. During the nine month period ended 30 September 2013, the Group’s revenues were PLN 8.5 billion, while EBITDA* was PLN 1.5 billion and net profit was PLN 598 million.

* The EBITDA presented in this communication is defined and calculated by the Company as operating profit/(loss) (calculated as net profit/(loss) on continuing operations for the financial period/year adjusted for (i) income tax, (ii) share in profits of associates, (iii) financial income and (iv) finance costs) adjusted for depreciation and amortisation (as disclosed in the profit and loss account). EBITDA is not an IFRS measure and should not be treated as an alternative to IFRS measures. Moreover, EBITDA is not uniformly defined. The method of calculating EBITDA used by other companies may differ significantly from that used by the Company. As a consequence, the EBITDA presented herein cannot, as such, be relied upon for the purpose of comparison to other companies.

Enquiries:

ENERGA S.A.

Beata Ostrowska

e-mail: Beata.Ostrowska@energa.pl

tel. 58 34 73 954

Disclaimer:

This material is not for release, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Canada, Japan or any other jurisdiction where applicable laws restrict or prohibit the release of the information contained herein.

This material is for promotional purposes only and under no circumstances shall it constitute an offer to sell or an invitation, or form the basis for a decision, to invest in the securities of ENERGA S.A. (the “Company”). The prospectus (the “Prospectus”) prepared in connection with the public offering of the Company’s shares in Poland and their admission and introduction to trading on the regulated market of the Warsaw Stock Exchange has been approved by the Polish Financial Supervision Authority and is the sole legally binding document containing information about the Company and the public offering of the Company’s shares in Poland. The Prospectus has been published and is available on the Company's website (www.grupaenerga.pl) and on the offering agent’s website, Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie, (www.dm.pkobp.pl).

This material does not constitute a recommendation within the meaning of the Regulation of the Polish Minister of Finance Regarding Information Constituting Recommendations Concerning Financial Instruments or Issuers Thereof dated 19 October 2005.

This material (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States of America, Australia, Canada, Japan or any other jurisdiction where such an offer or solicitation would be unlawful or would require registration.

The Company’s shares referred to herein may not be offered or sold in the United States of America unless they have been registered by the U.S. Securities and Exchange Commission or are subject to an exemption under relevant provisions of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Company’s shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States of America except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act. No public offering of the Company’s shares will be made in the United States.

This material is only directed at, and being communicated to, a limited number of recipients who (A) if in the European Economic Area, are persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (which means EU Directive 2003/71/EC and any amendments thereto, including the amending directive, Directive 2010/73/EU to the extent implemented in the relevant member state) (“Qualified Investors”); and (B) if in the United Kingdom are persons (i) having professional experience in matters relating to investments so as to qualify them as “investment professionals” under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); and (ii) falling within Article 49(2)(a) to (d) of the Order; and/or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (A), (B) and (C) together being “Relevant Persons”). The Company’s shares will be available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Company’s shares will be only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this material or any of its contents.

This material may include forward-looking statements. Such forward-looking statements rely on numerous assumptions concerning the Company’s current and future operations and the environment in which it operates and will operate in the future. These assumptions include, in particular, the Company’s ability to implement its strategy, as well as the expectations concerning profitability and growth, developments in the energy sector, capital expenditures, availability of financing and intended restructurings and reorganisations. These forward-looking statements are based on the Management Board’s present views and they necessarily depend on circumstances that will only materialise in the future and are inherently subject to known and unknown issues involving various risks that are outside the Company’s control. This means that certain material risks could cause the events reflected in the forward-looking statements to deviate significantly from the actual course of affairs and, therefore, cause the actual performance of the Company or its financial condition or prospects to deviate materially from those expressed in or ensuing from such forward-looking statements, as well as from the historical results and achievements of the Company.