Enea Capital Group

Structure of the Enea Group

G4-8, G4-17, G4-13

Enea Group consists of Enea parent company and 12 direct subsidiaries.

Within the Enea Group, there are 5 leading companies, i.e. Enea SA (electricity and gas trading), Enea Operator Sp. z o.o. (distribution of electricity), Enea Wytwarzanie Sp. z o.o. (generation and sale of electricity and thermal energy), Energa Trading Sp. z o.o. (wholesale of electricity) and LW Bogdanka SA (coal extraction). Other entities provide supporting activities.

Enea SA sells electricity and gas throughout Poland to all sectors of the economy and customer segments, from households to the largest manufacturing companies.

GROUP’S STRUCTURE (as at 31 December 2016 )

Changes in the Group’s structure

In 2016 we continued to integrate LW "Bogdanka" with the Enea Group. Thanks to that, the Statute of LW Bogdanka was changed to include the obligation of the company to act in the interest of the Enea Group and was adapted to the Enea Group standard. The mine also adopted the Enea Group Code. Thanks to the integration of LW Bogdanka with the Enea Group, the full value chain will be optimally exploited, mutual exchange of experiences and development of the entire Group will be possible.

On 19 October 2016 ElectroMobility Poland SA was incorporated, in which Enea has a 25% shareholding. On 7 December 2016 the company was registered in the National Court Register.

Since 2 December 2016 the "Energetyk" health-resort has a new owner. By concentrating on the core business of the Group, we signed an agreement to sell shares of the health-resort in Inowrocław in September 2016. Furthermore, Energo-Tour company is in liquidation since February 2015.

LW Bogdanka even closer to the full integration with the Enea Group

On 23 December 2016 we concluded with ENGIE International Holdings BV a conditional agreement for the acquisition of 100% shares in ENGIE Energia Polska SA (the owner of Połaniec Power Plant), according to which Enea SA will acquire 100% of shares in the share capital of ENGIE Energia Polska SA, and indirectly also 100% of shares in ENGIE Bioenergia sp. z o.o. As such in mid-March 2017, Połaniec Power Plant joined the Enea Group - one of the most modern, system power plants in Poland, which owns one of the largest biomass units in the world.

On 20 January 2017 Enea acting in cooperation with Energa, PGE and PGNiG Technologie bought a total of 150 million of Polimex - Mostostal shares. We, along with our partners, took over 65.93% of the company's shares, thereby contributing to its recapitalization. Polimex - Mostostal has the largest share of over 23% in the accomplishment of key projects in the conventional energy segment. The company is present in executive consortiums of the largest energy investments in Poland, total budget of which is about PLN 30 billion zlotys.

LW Bogdanka maintains a safe financial liquidity - giving jobs to over 5 thousand employees

In February 2017 Enea SA bought from Energa SA almost 25 mln shares of Elektrownia Ostrołęka SA and as such became the owner of 11.89% of the company’s share capital.

In mid-March 2017, Połaniec Power Plant joined the Enea Group - one of the most modern, system power plants in Poland, which owns one of the largest biomass units in the world.

Click our corporate website to find a short description of the companies. 

A detailed description of the Enea Group – as at 31 December 2016 – you may find in the annual report. 

Management model

G4-17, G4-14

Enea SA as a listed company is perceived by the market as a single, coherent economic organism with its subsidiaries. The Management and Supervisory Boards of Enea SA are responsible for the effectiveness of the Capital Group management.

We execute corporate governance in the Enea Capital Group, the creation of which has been started in 2013. As part of the implemented governance model, we have designed a new division of decision-making powers between the Enea Management Board, Group Management Boards and Group Committees. Internal regulations of our companies have been comprehensively adapted to the new competence map.

Our new management model is a transparent, planned, uniform and procedurally safe, decision-making mechanism within the Group by the appropriate corporate bodies to ensure the choice of the best business decision.

Enea Group committees are internal teams that support the Enea Management Board in decision-making, in accordance with their respective competencies. The task of committees, depending on the importance of the case, is to take a decision by the committee or to recommend a decision to Enea Management Board.

There are six committees at present, each of them has its own support unit, i.e. a department which is responsible for a given area in the Enea Group assigned to the competences of a given committee:

• Management Committee - Corporate Department at Enea
• Investment Committee - Controlling Department at Enea
• Compliance Committee - Operational Management Department at Enea
• Finance and IT Committee - Finance Area: Finance Department at Enea Centrum; IT Area: Department of Teleinformatics at Enea Centrum
• Trade and Promotion Committee - Trade Area: Enea Sales Department; Promotion Area: PR and Communications Department at Enea
• Risk Committee - Risk Management Department at Enea

There are five management divisions and they manage the joint functions of the Group across the legal structures:

• Communications Management Division: conducts a joint communication between the Group on promotional, image and media activities to communicate and support sales activities in a coherent manner.
• Audit Management Division: assess internal processes in terms of their compliance with relevant standards, procedures and regulations.
• Purchase Management Division: deals with the optimization of the purchasing and logistic processes within the Group so that, by using the economies of scale, better business conditions are achieved.
• HR Management Division: implements a coherent staffing policy that takes into account the competencies and professional development of employees in all Group companies in order to effectively utilize human capital
• Security and Legal Services Management Division: manages security in the Enea Group and provides legal protection for Group companies to ensure compliance of all procedures and documents within the Enea Capital Group with applicable law

Shared Services Centre managed by Enea Centrum company supports Enea Capital Group companies as far as accounting and payroll, human resources and logistics are concerned.

Code of the Enea Group

G4-56, G4-14

The management model functioning in the Enea Group is defined in the Code of the Enea Group, that is a specific constitution of the Group. The document obliges all companies within the Enea Group to work together to implement the strategy and mission of the Group, create its value as a whole and maintain consistency.

We are aware that our business is exposed to a number of risks, i.e. that is why we use and continue to improve our integrated risk management system (ERM). Its framework defines the unified Risk Management Policy, binding in the Enea Group.

For some corporate risks such as credit, liquidity, foreign exchange, interest rate and commodity, a formal approach to risk management takes a form of dedicated policies and procedures.

Risk management principles adopted by the Group are based on the highest management standards, which are consistent with the best market practices in this area. The risk management system was subject to further development and process optimization in 2016, among others: through work related with integration with LW Bogdanka and IT systems implementation.

Click the Report of the Management Board on the operations of the Capital Group if you wish to learn on the risk management process.

Capital Group management

G4-34

The Management Board of Enea consists of four persons. Composition of the Management Board (as of 15thof May 2017):

Enea is supervised by the Supervisory Board comprising of ten persons. Composition of the Supervisory Board (as of 15th of May 2017):

• Małgorzata Niezgoda – Chairman of the Supervisory Board
• Piotr Kossak – Vice-Chairman of the Supervisory Board
• Rafał Szymański – Secretary of the Supervisory Board
• Tadeusz Mikłosz – Member of the Supervisory Board
• Sławomir Brzeziński - Member of the Supervisory Board
• Wojciech Klimowicz - Member of the Supervisory Board
• Rafał Bargiel - Member of the Supervisory Board
• Piotr Mirkowski - Member of the Supervisory Board
• Roman Stryjski - Member of the Supervisory Board
• Paweł Skopiński - Member of the Supervisory Board

Click the link, if you wish to see the detailed biographies of the members of the Management Board and the Supervisory Board. 

Rules of the Management and Supervisory Board are available here.

Enea on the Stock Exchange

G4-7

Enea company is listed on the Warsaw Stock Exchange.

As a result of the annual index review Enea SA, after 17 March 2017 session, left WIG20 index, supplementing at the same time mWIG40 index portfolio.

Data relating to the Enea SA shares in 2016:

• 12.22 PLN – the maximum rate in 2016
• 8.42 PLN - the minimum rate in 2016
• 4 193.70 mln PLN - capitalization at the end of the period

Shareholding structure as at 30 March 2017:

• State Treasury 51.5%
• PZU TFI 10.1%
• Others 38.4%