ENEA Privatisation

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The EBRD Board of Directors has approved an equity investment in the first stage of privatisation of ENEA SA by participation in the initial public offering of the new shares of ENEA SA at the Warsaw Stock Exchange. Proceeds of the IPO are for the Company’s investment program and are earmarked for: (i) investments in renewable energy assets; (ii) increase generation capacities by modernization of the existing unit and construction of two new units or possible acquisition of generation assets; and (iii) upgrade and expansion of the electricity distribution network. The project transition impact will derive from the following key areas: The project will increase private ownership in the Polish energy sector. The IPO of ENEA SA is expected to continue the Polish energy sector privatisation after several years of reform, sector consolidation and adoption of the EU open market directives. The project supports company modernisation. The funds raised in the IPO will provide support for an ambitious restructuring, investment and modernisation programme that is focused among others on the efficiency improvement and extension of the distribution network and generation assets as well as the construction of renewable energy capacity. While being a minority shareholder in ENEA SA, EBRD would promote compliance with environmental standards and best corporate governance practices, as well as further energy efficiency improvements. ENEA Group is one of four major Polish State owned vertically integrated energy groups and in principle comprises of: (i) electricity distribution operator ("ENEA Operator"); (ii) Kozienice thermal power plant ("Kozienice PP"); and (iii) energy supplier ENEA S.A. covering approx. 2.3 million clients in North-West part of Poland. EBRD will subscribe for up to 15% of the new shares issued by ENEA SA, which are to be listed on the Warsaw Stock Exchange. EBRD’s investment is subject to, inter alia, the minimum IPO size and the accepted Issue Price with Discount (if above the minimum of PLN 17.33). EBRD’s investment will not exceed 5% or be less than 1% plus one share of the total share capital of the Company immediately following the completion of the IPO. EBRD investment will amount to between PLN 170 million and PLN 340 million. In line with the EBRD’s Environmental Policy, the project has been screened as C/1, requiring an environmental due diligence of both the distribution company and the power plant. The Bank has undertaken an environmental and social due diligence (ESDD) of the Company operations. The ESDD has confirmed that the Company has an overall good level of environmental performance and is in compliance with National and EU environmental standards. The due diligence also confirmed that significant investments will be required to attain best practice and comply with the EU Polish Accession Treaty obligations, notably in terms of Sulphur Dioxide emissions from the existing power plant as well as possible need to buy additional carbon allocations in the future to meet generating demand. The Company has developed a comprehensive plan to address future compliance needs and is currently in compliance with National and EU standards as required by the EU Accession Treaty. The power plant has derogations under the EU Accession Treaty, hence does not need to operate flue gas desulphurisation (FGD) on all units (boilers). Nevertheless, the EU Accession Treaty also requires reduction of sulphur emissions on a national level and the plant is building a new FGD. The need for the additional FGD’s is dependant on the legislative requirement and approach the Polish government takes to reducing SO2 on a National basis between 2012 - 2015. ENEA SA plans to construct new ultra critical units at Kozienice power plant, with initial feasibility work been commissioned. These new units are to be designed in line with EU IPPC BAT requirements. The distribution company is well managed, although there is a legal process being undertaken by the Company to address the right of way for existing land and ensure appropriate legal titles are held for all power lines. This is a National issue and being addressed by all distribution Companies. The Bank has developed an environmental and social action plan (ESAP), which among others includes a need for development and implementation of environmental, health and safety management systems at both the key subsidiary and holding company levels as well as development of corporate reporting requirements. The Bank will monitor the implementation of the ESAP and the Company will disclosure key environmental and social information as part of it corporate governance programme. None.