1. General information

1.1. General information about Enea S.A. and the Enea Group 

The main activities of the Enea Group (“Group”) are:

production of electricity and heat (Enea Wytwarzanie Sp. z o.o., Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Oborniki, Miejska Energetyka Cieplna Piła Sp. z o.o., Miejskie Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Białystok);

• electricity trade (Enea S.A., Enea Trading Sp. z o.o.);
• distribution of electricity (Enea Operator Sp. z o.o.);
• distribution of heat (Enea Wytwarzanie Sp. z o.o., Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Oborniki, Miejska Energetyka Cieplna Piła Sp. z o.o., Miejskie Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Białystok);
• mining and agglomeration of hard coal (Lubelski Węgiel „Bogdanka” S.A. Group).

As at 31 December 2016 the shareholding structure of the Parent Entity was the following: the State Treasury of the Republic of Poland – 51.5% of shares, PZU TFI 5.2% and other shareholders – 43.3%. 

As at 31 December 2016 the statutory share capital of Enea S.A. equaled PLN 441 443 thousand (PLN 588 018 thousand upon adoption of IFRS-EU and considering hyperinflation and other adjustments) and was divided into 441 442 578 shares.   

As at 31 December 2016 Enea Group consisted of the parent entity (“the Company”, “Parent Entity”), 12 subsidiaries, 9 indirect subsidiaries and 1 jointly-controlled entity. 

The financial statements have been prepared under assumption that the Group will be able to continue as a going concern in the foreseeable future. No circumstances occur that would indicate a threat to the Group’s operation as a going concern.

1.2. Composition of the Management Board and the Supervisory Board

Management Board

On 21 January 2016, the Supervisory Board adopted a resolution to appoint Mr. Piotr Adamczak to the position of the Member of the Management Board responsible for Commercial Affairs and Mr. Mikołaj Franzkowiak to the position of the Member of the Management Board responsible for Financial Affairs, effective from 15 February 2016. 

On 30 December 2015, the Supervisory Board of Enea S.A. adopted a resolution to dismiss Mrs. Dalida Gepfert - Member of the Company’s Management Board responsible for Financial Affairs and Mr. Grzegorz Kinelski - Member of the Company’s Management Board responsible for Commercial Affairs from the Management Board of Enea S.A., and adopted a resolution to revoke the delegation of the Supervisory Board Member, Mr. Wiesław Piosik, to

temporary perform the duties of the President of the Company’s Management Board of Enea S.A., effective from 7 January 2016. 

On 30 December 2015, the Supervisory Board of Enea S.A. also adopted a resolution to appoint Mr. Mirosław Kowalik to the position of the President of the Company’s Management Board and Mr. Wiesław Piosik to the position of the Member of the Company’s Management Board responsible for Corporate Affairs of Enea S.A. for the next term which commenced on 7 January 2016. Furthermore, the Supervisory Board of Enea S.A. adopted a resolution to delegate Mr. Sławomir Brzeziński to temporary perform the duties of the Member of the Company’s Management Board responsible for Commercial Affairs of Enea S.A. till the appointment of the Member of the Management Board responsible for Commercial Affairs.       

Supervisory Board

On 30 December 2015, the Supervisory Board of Enea S.A. adopted a resolution to delegate as of 7 January 2016 Mr. Sławomir Brzeziński to temporary perform the duties of the Member of the Company’s Management Board responsible for Commercial Affairs of Enea S.A. till the appointment of the Member of the Management Board responsible for Commercial Affairs.

On 7 January 2016 the entity received Mr. Wiesław Piosik’s resignation from the position of the Member of the Supervisory Board of Enea S.A., effective from 7 January 2016. The resignation was connected with the appointment to the Management Board on 7 January 2016.

On 15 January 2016 the Extraordinary Shareholders’ Meeting of Enea S.A. dismissed the following Members: Mrs. Sandra Malinowska, Mr. Radosław Winiarski and Mr. Tomasz Gołębiewski - an independent member from the Supervisory Board.

On 15 January 2016 the Extraordinary Shareholders’ Meeting of Enea S.A. appointed four new Members: Mr. Piotr Kossak as an independent member, Mr. Rafał Bargiel, Mr. Roman Stryjski and Mr. Piotr Mirkowski to the Supervisory Board of Enea S.A.

On 5 September 2016, based on the statement of the Minister of Energy, appointed Mr. Paweł Skopiński to the Supervisory Board of Enea S.A.