Current Report No. 28/2016

Date of preparation: 12 August 2016

Subject: Convening a Bondholder Meeting for holders of series A bonds              

Legal basis: Other regulations 

The Management Board of ENERGA SA (“Issuer”), acting pursuant to item 2(a)(i) of the Bondholder Meeting Bylaws forming Appendix 1A to the “Terms and conditions of the issue of series A bonds coded by the National Depository for Securities with the ISIN number PLENERG00014, admitted and introduced to trading on the regulated market in the Catalyst platform organized by BondSpot SA, maturing on 18 October 2019 (“Bonds”), hereby convenes, at its own initiative, a Bondholder Meeting aimed at amending the terms and conditions of the Bond issue to be held on 19 September 2016 at 10:00 a.m. in the offices of the law firm Allen & Overy, A. Pędzich sp. k., located in Warsaw at Rondo ONZ 1, room 2, floor 34.

SUBJECT MATTER OF THE MEETING

The subject matter of the Bondholder Meeting will be to adopt a resolution to amend the terms and conditions of the Bond issue (“Terms of Issue”) in respect of the following:

1) amending the definition of “EBITDA” contained in item 1 (Definitions) of the Terms of Issue.

The Issuer proposes the following new wording of the said item:

Definition contained in item 1 (Definitions) of the Terms of Issue: “EBITDA: means, for the Last Twelve Months, operating profit (loss) plus amortization and depreciation and impairment losses on non-financial non-current assets, computed on the basis of the Issuer’s relevant annual audited consolidated financial statements or the Issuer’s interim consolidated financial statements, compliant with IFRS.”

The current wording of the said item is as follows:

Definition contained in item 1 (Definitions) of the Terms of Issue: “EBITDA: means, for the Last Twelve Months, operating profit (loss) plus amortization and depreciation, computed on the basis of the Issuer’s relevant annual audited consolidated financial statements or the Issuer’s interim consolidated financial statements, compliant with IFRS.”

The amendment to the above definition is aimed at adjusting the contents of the Terms of Issue to the provisions of other financing agreements entered into by the Issuer and at ensuring consistency of presentation with the published results. Unification of the provisions of the Terms of Issue in all financing contracts will also help prevent any future interpretation-related doubts.

2) changes in the level of the interest margin set forth in item 3.6.1 of the Terms of Issue.

The Issuer proposes the following new wording of the said item:

Item 3.6.1 of the Terms of Issue: “The Interest Rate for a given Interest Period shall be the Base Rate (as defined below) plus an interest margin of:

(a) for Interest Periods ending on 19 October 2016: 1.50% per annum; and

(b) for Interest Periods starting on 19 October 2016: 1.70% per annum.”

The current wording of the said item is as follows:

Item 3.6.1 of the Terms of Issue: “The Interest Rate for a given Interest Period shall be the Base Rate (as defined below) plus an interest margin of 1.50% per annum.”

The Bondholder Meeting will also be able to also take any and all factual or legal actions that may be necessary during the Bondholder Meeting in connection with the amendments to the terms of issue of the Bonds referred to in items 1 and 2 above.

A draft Resolution of the Bondholder Meeting on the amendments to the terms of issue of the Bonds, as proposed above, forms Appendix 1 to this Current Report.

PARTICIPATION IN THE MEETING

According to the Bondholder Meeting Bylaws, apart from the Bondholders, the Bondholder Meeting may be attended by the Agent, Dealers, the Issuer’s representatives and financial or legal advisors and the Bondholders’ financial or legal advisors. Any person representing the Bondholder at the Bondholder Meeting should present a certificate of deposit issued by the Depositary not earlier than two Business Days prior to the date of the Meeting, i.e. 15 September 2016, and valid until and as at the date of the Meeting, and prove his/her authorization to act on behalf of the Bondholder by presenting an up-to-date copy of an extract from the register of commercial undertakings of the National Court Register or the Register of Mutual Funds (issued not earlier than three months prior to the Bondholder Meeting) in which the Bondholder is entered, or other document confirming that such person is authorized to act on behalf of the Bondholder. A Bondholder may be represented by a proxy. A Bondholder may act as a proxy of another Bondholder. A relevant form of proxy must be executed in writing. A form of proxy may be granted to lawyers of the law firm Allen & Overy, A. Pędzich sp. k. A blank form of proxy is attached as Appendix 2 to this Current Report.

Please ensure that the certificates of deposit issued by the Depositary contain a lock on trading in the Bonds in the period from the date of issue of the certificate of deposit until 30 September 2016.

Detailed provisions governing the conduct of and participation in the Bondholder Meeting are laid down in the Bondholder Meeting Bylaws forming Appendix 1A to the Terms of Issue.

In order to facilitate the conduct of the Bondholder Meeting, you are requested to send copies of documents entitling the Bondholders to participate in the upcoming Bondholder Meeting to the law firm Allen & Overy, A. Pędzich sp. k. to the following e-mail addresses: weronika.neja@allenovery.com, lukasz.walczyna@allenovery.com and konrad.zawistowski@allenovery.com.